Welcome to our dedicated page for ROCKETFUEL BLOCKCHAIN SEC filings (Ticker: RKFL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
RocketFuel Blockchain, Inc. filings document material-event reporting for a Nevada public company whose operations center on digital payments and related loyalty and rewards assets. Its Form 8-K disclosures cover material agreements involving operating assets, board consideration of interested-transaction matters, exhibit filings, corporate identity details, and capital-structure terms tied to asset and financing arrangements.
RocketFuel Blockchain, Inc. (RKFL) has completed the sale of its payments business (the “RPay Business”) to RPay Inc. under an Asset Purchase Agreement dated July 22, 2026. The transaction closed on August 13, 2026, and is characterized as a significant disposition under Regulation S-X.
RocketFuel transferred substantially all assets used primarily in the payments business, including intellectual property, contracts, merchant relationships, and related cash and accounts receivable. RPay assumed specified liabilities tied to that business, including deferred compensation obligations to Peter M. Jensen and Bennett J. Yankowitz. RocketFuel retained its loyalty and rewards business and all assets not primarily used in the RPay Business.
As consideration, RPay assumed $800,000 of deferred compensation owed to Mr. Jensen and $200,000 owed to Mr. Yankowitz, and issued RocketFuel a warrant to purchase 160,000 shares of RPay common stock, subject to a $1,000,000 repurchase right in favor of RPay. The board determined that stockholder approval was not required and approved the deal based on a fairness memorandum addressing conflicts of interest. Unaudited pro forma condensed financial information reflecting the disposition will be filed by amendment.
RocketFuel Blockchain, Inc. entered into a non-binding term sheet to sell the operating assets of its payments business to RPay, Inc. and its loyalty and rewards business to RPoints, Inc. The Buyers would assume approximately $1,500,000 of senior deferred compensation liabilities.
RocketFuel would also receive a quarterly earn-out equal to 20% of net revenue from the payments business until the earlier of two years after closing or aggregate payments of $2,500,000, plus warrants for a 20% fully diluted ownership interest in each Buyer, with repurchase floors of $1,500,000 for RPay and $200,000 for RPoints.
The company will retain its corporate franchise, cash reserves, and the equity warrants. The board approved the term sheet after considering the interested nature of the transaction, and only provisions on exclusivity, confidentiality, and fees are currently binding.