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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. 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.