RocketFuel Blockchain, Inc. announced that it has entered into a securities purchase agreement to issue promissory note for the gross proceeds of $144,760 on May 11, 2023. The transaction included participation from new investor, 1800 Diagonal Lending, LLC. At no time may the note be converted into shares of our common stock if such conversion would result in the Lender and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of our common stock.

In the event that the note is not repaid and the lender declares a default, our shareholders may suffer significant dilution if, and to the extent that, the balance of the note is converted into common stock. A one-time interest charge of 12% ($17,371) was applied on the issuance date, resulting in net loan proceeds to us of $125,000. Accrued, unpaid Interest and outstanding principal, subject to adjustment, is required to be paid in nine payments each in the amount of $18,014.58 (a total payback to the Lender of $162,131.00).

The first payment is due June 30, 2023 with eight subsequent payments each month thereafter.