ROCKETFUEL BLOCKCHAIN, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

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Item 1.01 Entry into a Material Definitive Agreement.



1800 Diagonal Lending Loam


On May 11, 2023, we entered into a Securities Purchase Agreement with 1800
Diagonal Lending, LLC, an accredited investor (“the Lender”), pursuant to which
the Lender made a loan to us, evidenced by promissory note in the principal
amount of $144,760 (the “Note”). 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. The loan closed on May 15,
2023.

The Company has the right to prepay the Note at any time without premium of
penalty.

Upon the occurrence and during the continuation of any Event of Default, the
Note shall become immediately due and payable and we will be obligated to pay to
the Lender, in full satisfaction of our obligations, an…

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