As filed with the Securities and Exchange Commission on October 20, 2021
Registration Statement No. 333-260207
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ROCKETFUEL BLOCKCHAIN, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
7372
(Primary Standard Industrial Classification Code Number)
90-1188745
(I.R.S. Employer Identification Number)
201 Spear Street, Suite 1100
San Francisco, CA 94105
(424) 256-8560
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Bennett J. Yankowitz, CFO
RocketFuel Blockchain, Inc.
468 N. Camden Dr., Ste 350
Beverly Hills, CA 90210
(424) 256-8560
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies of all communications, including communications sent to agent for service, should be sent to:
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Mark Wood Katten Muchin Rosenman LLP 525 W. Monroe Street Chicago, IL 60661 Tel.: (312) 902-5200 |
As soon as practicable after this registration statement becomes effective.
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Calculation of Registration Fee
|
Title of Each Class of Securities to be
Registered |
Amount to be Registered |
Proposed Maximum Aggregate Offering
Price Per Share |
Proposed Maximum Aggregate Offering
Price |
Amount of Registration
Fee |
||||||||||||
| Common Stock, par value $0.001 per share | 893,939 | $ | 0.98 | (1) | $ | 876,060.22 | $ | 81.21 | ||||||||
| Total | $ | 876,060.22 | $ | 81.21 | (2) | |||||||||||
| (1) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low prices for our Common Stock reported on the OTCQB marketplace on October 12, 2021. Such shares may be sold by the Selling Stockholder from time to time in the open market, through privately negotiated transactions, or a combination of these methods at market prices prevailing at the time of sale or at negotiated prices. |
| (2) | Registration fee previously paid |
In accordance with Rule 416(a) under the Securities Act, the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the prospectus included in this Registration Statement is a combined prospectus relating to the 893,939 shares of common stock which are registered hereby and the 1,406,061 shares of common stock which were previously registered under a Registration Statement on Form S-1 (Registration No. 333-254879) (the “Previous Registration Statement”). The Previous Registration Statement was declared effective on April 12, 2021, and the registration fee for the shares covered by the Previous Registration Statement has been previously paid. Upon effectiveness, this Registration Statement shall act as a post-effective amendment to the Previous Registration Statement.
EXPLANATORY NOTE
RocketFuel Blockchain, Inc. is filing this Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-260207) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II- INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
| (a) | Exhibits. |
| Filed or Furnished | ||||||||||
| Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date | Herewith | |||||
| 2.1 | Contribution Agreement, dated June 27, 2018, by and among the Company, RocketFuel Blockchain Company, Joseph Page, Gert Funk, PacificWave Partners Limited, PacificWave Partners UK Ltd. And Saxton Capital Ltd. | 8-K | 2.1 | 6/29/18 | ||||||
| 3.1 | Conformed Copy of Articles of Incorporation of RocketFuel Blockchain, Inc., as currently in effect | X | ||||||||
| 3.2 | Amended and Restated Bylaws | 8-K | 2.1 | 6/29/18 | ||||||
| 4.1 | Form of Stock Certificate | S-1 | 4.1 | 3/30/21 | ||||||
| 5.1 | Opinion of Sklar Williams PLLC* | S-1 | 5.1 | 10/20/21 | ||||||
| 10.1 | Indemnification Agreement dated as of January 19, 2016, between Bennett Yankowitz and the Company | 8-K | 10.2 | 1/22/16 | ||||||
| 10.2 | Indemnification Agreement dated as of January 19, 2016, between Henrik Rouf and the Company | 8-K | 10.3 | 1/22/16 | ||||||
| II-1 |
| II-2 |
| 10.19 | Executive Employment Agreement, dated as of February 15, 2021, between the registrant and Gert Funk | S-1 | 10.18 | 3/30/21 | ||||||
| 10.20 | Warrant dated February 15, 2021, from the Company to Peter M. Jensen | S-1 | 10.19 | 3/30/21 | ||||||
| 10.21 | Amended and Restated Subscription Agreement dated September 14, 2021 between the Company and G Kapital ApS | 8-K | 10/1 | 9/15/2021 | ||||||
| 14.1 | Code of Ethics | 10-KSB | 14.1 | 3/30/04 | ||||||
| 14.2 | Amended and Restated Code of Ethics | S-1 | 14.2 | 3/30/21 | ||||||
| 21.1 | Subsidiaries of the registrant | S-1 | 21.1 | 3/30/21 | ||||||
| 23.1 | Consent of Prager Metis LLC* | S-1/A | 23.1 | 10/20/21 | ||||||
| 23.2 | Consent of Sklar Williams LLP (included in Exhibit 5.1)* | S-1/A | 23.2 | 10/20/21 | ||||||
| 24.1 | Power of Attorney (see signature page to the registration statement)* | S-1 | 24.1 | 10/13/21 |
* Previously filed
| II-3 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Sausalito, State of California, on October 20, 2021.
| RocketFuel Blockchain, Inc. | ||
| By: | /s/ Bennet J. Yankowitz | |
| Bennet J. Yankowitz | ||
| Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ * | Chief Executive Officer and Director | October 20, 2021 | ||
| Peter M. Jensen | (principal executive officer) | |||
| /s/ Bennett J. Yankowitz | Chief Financial Officer and Director | October 20, 2021 | ||
| Bennett J. Yankowitz | (principal financial officer and principal accounting officer) | |||
| /s/ * | Director and Executive Chairman | October 20, 2021 | ||
| Gert Funk | ||||
| * /s/ Bennett J. Yankowitz | ||||
| Bennett J. Yankowitz | ||||
| Attorney-in-Fact |
| II-4 |
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
ROCKETFUEL BLOCKCHAIN, INC.
(Conformed copy incorporating all amendments through September 25, 2018)
The undersigned, a natural person being more than eighteen years of age, acting as incorporator of a corporation pursuant to the provisions of the General Corporation Laws of the State of Nevada, does hereby adopt the following Articles of Incorporation for such corporation:
Article I
Name
The name of the corporation is RocketFuel Blockchain, Inc.
Article II
Duration
The duration of the corporation is perpetual.
Article III
Purposes
The purposes for which this corporation is organized are:
Section 1. To engage in any lawful business or activity which may be conducted under the laws of the State of Nevada or any other state or nation wherein this corporation shall be authorized to transact business.
Section 2. To purchase or otherwise acquire, own, mortgage, sell, manufacture, assign and transfer or otherwise dispose of, invest, trade, deal in and with real and personal property, of every kind, class and description.
Section 3. To issue promissory notes, bonds, debentures and other evidences of indebtedness in the furtherance of any of the stated purposes of the corporation.
Section 4. To enter into or exercise contracts of any kind and character, sealed or unsealed, with individuals, firms, associations, corporations (private, public or municipal), political subdivisions of the United States or with the Government of the United States.
Section 5. To acquire and develop any interest in patents, trademarks and copyrights connected with the business of the corporation.
Section 6. To borrow money, without limitation, and give a lien on any of its property as security for any borrowing.
Section 7. To acquire by purchase, exchange or otherwise, all or any part of, or any interest in, the properties, assets, business and good will of any one or more persons, firms, associations or corporations either within or out of the State of Nevada heretofore or hereafter engaged in any business for which a corporation may now or hereafter be organized under the laws of the State of Nevada; pay for the same in cash, property or the corporation’s own securities; hold, operate, reorganize, liquidate, sell or in any manner dispose of the whole or any part thereof; and in connection therewith, assume or guaranty performance of any liabilities, obligations or contracts of such persons, firms, associations or corporations and to conduct the whole or any part of any business thus acquired.
Section 8. To purchase, receive, take, acquire or otherwise acquire, own and hold, sell, lend, exchange, reissue, transfer or otherwise dispose of, pledge, use, cancel and otherwise deal in and with the corporation’s shares and its other securities from time to time to the extent, in the manner and upon terms determined by the Board of Directors; provided that the corporation shall not use its funds or property for the purchase of its own shares of capital stock when its capital is impaired or when the purchase would cause any impairment of the corporation’s capital, except to the extent permitted by law.
Section 9. To reorganize, as an incorporator, or cause to be organized under the laws of any state of the United States of America, or of any commonwealth, territory, agency or instrumentality of the United States of America, or of any foreign country, a corporation or corporations for the purpose of conducting and promoting any business or purpose for which corporations may be organized, and to dissolve, wind up, liquidate, merge or consolidate any such corporation or corporations or to cause the same to be dissolved, wound up, liquidated, merged or consolidated,
Section 10. To do each and every thing necessary, suitable or proper for the accomplishment of any of the purposes or the attainment of any of the objects herein enumerated, or which shall at any time appear conductive to or expedient for the protection or benefit of the corporation.
Article
IV
Capitalization
Section 1. The Aggregate number of shares which this corporation shall have authority to Issue is three hundred million (300,000,000) shares, consisting of (a) two hundred fifty million (250,000,000) shares of Common Stock, par value $0.001 per share (the “Common Stock”) and (b) fifty million (50,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided.
Section 1.1 Preferred Stock. Shares of Preferred Stock may be issued in any number of series from time to time by the Board of Directors, subject to the rights of any holders of Preferred Stock as described herein, and the Board of Directors, pursuant to the Corporation’s Articles of Incorporation and Bylaws, is expressly authorized to fix by resolution or resolutions the designations and the voting powers, preferences, rights and qualifications, limitations or restrictions, if any, of the preferred stock, in one or more series.
Section 2. The shareholders shall have no preemptive rights to acquire any shares of this corporation.
Section 3. The common and preferred stock of the corporation, after the amount of the subscription price has been paid in, shall not be subject to assessment to pay the debts of the corporation.
Section 4. Reverse Split. Immediately upon the filing of this Certificate of Amendment to the Articles of Incorporation, each outstanding share of Common Stock of the Corporation shall be automatically exchanged, without further action, for 0.02 shares of Common Stock (the “Reverse Split”). All share and per-share amounts set forth in this Certificate of Amendment to the Articles of Incorporation shall continue to be effective after giving effect to the Reverse Split, and, accordingly, no further adjustment in accordance with the terms of this Certificate of Amendment to the Articles of Incorporation shall be necessary. The Reverse Split shall occur automatically without any further action by the holders of the shares of Common Stock and whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent. The Reverse Split Will be effected on a certificate-by-certificate basis, and any fractional shares resulting from such combination shall be rounded up to the nearest whole share on a certificate-by-certificate basis. The Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock resulting from the Reverse Split unless the certificates evidencing such shares of Common Stock are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred in connection with such certificates. The Corporation shall as soon as practicable after such delivery (or such agreement and indemnification in the case of a lost, stolen or destroyed certificate) issue and deliver at such office to such holder of Common Stock a certificate or certificates for the number of shares of Common Stock, as the case may be, to which he or she shall be entitled as aforesaid.
Article V
Principal Office
The address of the registered office and registered agent of the corporation is Gateway Enterprises, 3230 E. Flamingo Road, Suite 156, Las Vegas, Nevada, zip code 89121, Clark county. The corporation may maintain such other office, either within or out of the State of Nevada, as the Board of Directors may from time to time determine or the business of the corporation may require.
Article VI
Directors
The corporation shall be governed by a Board of Directors. There shall be one (1) or more directors as to serve, from time to time, as elected by the Shareholders, or by the Board of Directors in the case of a vacancy. The original Board of Directors shall be comprised of one (1) person and the name and address of the person who is to serve as director until the first annual meeting of shareholders and until successors are elected is:
Elwood Shepherd
4685 South Highland Dr., Suite 202
Salt Lake City, UT 84117
Article VII
Indemnification
As the Board of Directors may from time to time provide in the By-laws or by resolution, the corporation may indemnify its officers, directors, agents and other persons to the full extent permitted by the laws of the State of Nevada.
Article VIII
Incorporator
The name and address of the incorporator is:
Elwood Shepherd
4685 South Highland Dr., Suite 202
Salt Lake City, UT 84117
Article
IX
Controlling Interest
The provisions of NRS 78.378 to 78.3793 inclusive shall not be applied to any acquisition of a controlling interest in the corporation.