RocketFuel Blockchain, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2026-08-21: Form 8-K; Period of report 2026-07-22; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; Details 1.01.
- 2026-03-18: Form 8-K; Period of report 2026-03-13; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2025-11-28: Form 8-K/A; Period of report 2025-11-28; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
- 2025-03-18: Form 8-K; Period of report 2025-03-18; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2026-08-21 | 8-K | 2026-07-22 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. 2.01 On August 13, 2026 (the “Closing Date”), the Company completed the sale of the RPay Business to RPay pursuant to the APA described in Item 1.01 above, which is incorporated herein by reference. | rktf-20260722_8k.htm |
| 2026-03-18 | 8-K | 2026-03-13 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2025-11-28 | 8-K/A | 2025-11-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Effective November 28, 2025, Bennett J. Yankowitz resigned from the board of directors of RocketFuel Blockchain, Inc. (the “Company”) and its wholly owned subsidiaries, RocketFuel Blockchain Company and RocketFuel Blockchain A/S. He also resigned all offices, including chief financial officer, with the Company and its subsidiaries. 8.01 On June 11, 2025, our board of directors amended the Plan to increase the number of shares available for grant from 8,000,000 to 11,000,000. | form8-ka.htm |
| 2025-03-18 | 8-K | 2025-03-18 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 2.03 in their entirety, on March 13, 2025, we incurred a $50,000 unsecured loan from a private investor. | form8-k.htm |
| 2025-02-04 | 8-K/A | 2025-01-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 20, 2025, Gert Funk resigned from the board of directors of RocketFuel Blockchain, Inc. and its wholly owned subsidiaries, RocketFuel Blockchain Company and RocketFuel Blockchain A/S. A copy of Mr. Funk’s letter of resignation is attached to this Report as Exhibit 17.1. | form8-ka.htm |
| 2025-01-29 | 8-K | 2025-01-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 20, 2025, Gert Funk resigned from the board of directors of RocketFuel Blockchain, Inc. and its wholly owned subsidiaries, RocketFuel Blockchain Company and RocketFuel Blockchain A/S. A copy of Mr. Funk’s letter of resignation is attached to this Report as Exhibit 17.1. | form8-k.htm |
| 2024-07-02 | 8-K | 2024-06-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 2.03 in their entirety, on June 11, 2024, we issued to a private investor a $250,000 convertible note. 3.02 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, on June 11, 2024, we issued to a private investor a $250,000 convertible note. | form8-k.htm |
| 2024-04-18 | 8-K | 2024-04-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 2.03 in their entirety, on April 11, 2024, we issued to a private investor a $150,000 convertible note. 3.02 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, on April 11, 2024, we issued to a private investor a $150,000 convertible note. | form8-k.htm |
| 2024-02-20 | 8-K | 2024-02-15 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 In accordance with Regulation FD, RocketFuel Blockchain, Inc. (the “Company”) is furnishing a letter we sent to our shareholders on February 15, 2024. 8.01 In January 2022, the Company terminated its agreement with Scarola Schaffzib Zubatov PLLC (“SSZ”), which the Company had retained to represent it in certain litigation. | form8-k.htm |
| 2024-01-10 | 8-K | 2024-01-05 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, on May 11, 2023, we issued to the Lender the First Note in the principal amount of $144,760 and the Second Note in the principal amount of $62,387.50. | form8-k.htm |
| 2023-11-17 | 8-K/A | 2023-04-10 | 4.01 Changes in Registrant's Certifying Accountant; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.01 In February 2023 RocketFuel Blockchain, Inc. (the “Company”), at the recommendation of the Company’s Board of Directors, orally terminated Prager Metis CPAs, LLC (“Prager Metis”) as its independent registered public accounting firm. 4.02 Prager Metis did not perform a review of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022, as filed with the Commission on April 3, 2023. | form8-ka.htm |
| 2023-11-03 | 8-K/A | 2023-09-28 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, on September 28, 2023 we received a subscription agreement to purchase 2,000,000 shares of our common stock for a cash purchase price of $0.25 per share. | form8-ka.htm |
| 2023-10-31 | 8-K | 2023-09-28 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, on September 28, 2023 we received a subscription agreement to purchase 500,000 shares of our common stock for a cash purchase price of $0.25 per share. | form8-k.htm |
| 2023-08-08 | 8-K | 2023-07-20 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.03 in their entirety, In July and August 2023, we sold to three private investors 500,000 shares of our Series B-1 Preferred Stock and 400,000 shares of our Series B-2 Preferred Stock for a cash purchase price of $0.25 per share. 3.02 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, in July and August 2023, we sold to three private investors 500,000 shares of our Series B-1 Preferred Stock and 400,000 shares of our Series B-2 Preferred Stock for a cash purchase price of $0.25 per share. | form8-k.htm |
| 2023-07-17 | 8-K | 2023-07-11 | 8.01 Other Events | 8.01 In January 2022, RocketFuel Blockchain, Inc. (the “Company”) terminated its agreement with Scarola Schaffzib Zubatov PLLC (“SSZ”), which the Company had retained to represent it in certain litigation. | form8-k.htm |
| 2023-05-18 | 8-K | 2023-05-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K relating to the Warrant is incorporated by reference in its entirety into this Item 2.03. 3.02 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, on May 11, 2023, we issued the Lender the Note in the principal amount of $144,760. | form8-k.htm |
| 2023-04-26 | 8-K | 2023-04-26 | 4.01 Changes in Registrant's Certifying Accountant; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.01 In February 2023 RocketFuel Blockchain, Inc. (the “Company”), at the recommendation of the Company’s Board of Directors, orally terminated Prager Metis CPAs, LLC (“Prager Metis”) as its independent registered public accounting firm. 4.02 Prager Metis did not perform a review of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022, as filed with the Commission on April 3, 2023. | form8-k.htm |
| 2023-02-15 | 8-K | 2023-02-08 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2023-01-19 | 8-K | 2023-01-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.03 in their entirety, on January 13, 2023, we sold to three private investors $150,000 principal amount of Notes. 3.02 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, on January 13, 2023, we sold to three private investors $150,000 principal amount of Notes. | form8-k.htm |
| 2022-11-03 | 8-K | 2022-11-03 | 7.01 Regulation FD Disclosure | 7.01 In accordance with Regulation FD, we are furnishing the Presentation the Company will present to analysts, investors and others on or after November 3, 2022. | form8-k.htm |
| 2022-10-31 | 8-K | 2022-10-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 In order to re-incentivize and retain our officers and employees, on October 27, 2022 (the “Effective Date”), our board of directors approved a one-time stock option repricing (the “Repricing”) for all stock options issued and outstanding under our 2018 Stock Incentive Plan (the “Plan”) as of the Effective Date. | form8-k.htm |
| 2022-09-23 | 8-K | 2022-09-19 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, on September 19, 2022, we sold to four private investors 3,389,831 shares of Common Stock and Warrants to purchase 1,694,915 shares of Common Stock. | form8-k.htm |
| 2022-07-29 | 8-K | 2022-07-27 | 7.01 Regulation FD Disclosure | 7.01 In accordance with Regulation FD, we are furnishing the Presentation the Company will present to analysts, investors and others on or after July 27, 2022. | form8-k.htm |
| 2022-06-13 | 8-K | 2022-06-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2022-01-13 | 8-K | 2022-01-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 In order to re-incentivize and retain its employees, on January 11, 2022 (the “Effective Date”), our board of directors approved a one-time stock option repricing (the “Repricing”) for all stock options issued and outstanding under our 2018 Stock Incentive Plan (the “Plan”) as of the Effective Date. | form8-k.htm |
| 2021-11-09 | 8-K | 2021-11-08 | 1.02 Termination of a Material Definitive Agreement | 1.02 On August 4, 2021, we entered into a Securities Purchase Agreement with Geneva Roth Remark Holdings, Inc., an accredited investor (“Geneva Roth”), pursuant to which we sold Geneva Roth a convertible promissory note in the principal amount of $130,000 (the “Note”). | form8-k.htm |
| 2021-11-05 | 8-K | 2021-11-01 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On November 2, 2021, the Company issued a press release announcing the pricing of the Offering. | form8-k.htm |
| 2021-10-14 | 8-K | 2021-10-11 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. | form8-k.htm |
| 2021-09-15 | 8-K | 2021-09-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03. 3.02 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, on September 14, 2021, we entered into the A&R Subscription Agreement with the Investor for the sale of the Note in the principal amount of $1,500,000. | form8-k.htm |
| 2021-08-10 | 8-K | 2021-08-04 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K relating to the Warrant is incorporated by reference in its entirety into this Item 2.03. 3.02 As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, (a) on August 6, 2021 we agreed with G Kapital to modify the terms of the Warrant and (b) on August 4, 2021, we sold Geneva Roth the Note in the principal amount of $130,000. | form8-k.htm |
| 2021-07-27 | 8-K | 2021-07-27 | 7.01 Regulation FD Disclosure | 7.01 In accordance with Regulation FD, we are furnishing the Presentation the Company will present to analysts, investors and others on or after July 27, 2021. | form8-k.htm |
| 2021-07-01 | 8-K | 2021-06-30 | 7.01 Regulation FD Disclosure | 7.01 In accordance with Regulation FD, we are furnishing the Presentation the Company will present to analysts and investors on or after June 30, 2021. | form8-k.htm |
| 2021-04-27 | 8-K | 2021-04-27 | 7.01 Regulation FD Disclosure | 7.01 In accordance with Regulation FD, we are furnishing the Presentation the Company will present to analysts and investors on or after April 27, 2021. | form8-k.htm |
| 2021-03-03 | 8-K | 2021-02-25 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. 5.02 On February 15, 2021, we appointed Kurt Kumar as our Vice President, Marketing and Business Development. 7.01 On February 25, 2021, the Company issued press release which announced the appointment of Mr. Kumar. | form8-k.htm |
| 2020-10-13 | 8-K | 2020-10-08 | 8.01 Other Events | form8-k.htm | |
| 2020-10-08 | 8-K | 2020-10-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | form8-k.htm | |
| 2020-09-21 | 8-K | 2020-09-15 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | form8-k.htm | |
| 2020-05-05 | 8-K | 2020-04-29 | 1.01 Entry into a Material Definitive Agreement | form8-k.htm | |
| 2019-06-03 | 8-K | 2019-06-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | rkfl190603_8k.htm | |
| 2018-10-15 | 8-K | 2018-10-15 | 4.01 Changes in Registrant's Certifying Accountant | rkfl181015_8k.htm | |
| 2018-10-01 | 8-K | 2018-10-01 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | rkfl181001_8k.htm | |
| 2018-06-29 | 8-K | 2018-06-28 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status; 8.01 Other Events | bfmc180629_8k.htm | |
| 2018-02-26 | 8-K | 2018-02-26 | 4.01 Changes in Registrant's Certifying Accountant | bfmc180226_8k.htm | |
| 2016-12-20 | 8-K | 2016-12-20 | 8.01 Other Events | form8-k.htm | |
| 2016-05-03 | 8-K | 2016-05-02 | 8.01 Other Events | f8k050316_8k.htm | |
| 2016-01-22 | 8-K | 2016-01-19 | 8.01 Other Events | f8k011916_8k.htm | |
| 2015-05-15 | 8-K | 2015-05-12 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | f8k051315_8k.htm | |
| 2013-09-12 | 8-K | 2013-09-06 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | f8k090613_8k.htm | |
| 2002-07-05 | 8-K | 2002-06-30 | 2.01 Completion of Acquisition or Disposition of Assets; 5.01 Changes in Control of Registrant | hdog8ktrap.htm |