RocketFuel (RKFL) offloads payments unit, shifts $1M owed to insiders
Rhea-AI Filing Summary
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.
Positive
- Significant non-cash consideration: RPay assumed $1,000,000 of RocketFuel’s deferred compensation obligations and issued a warrant for 160,000 RPay shares, while RocketFuel was released from those obligations.
- Business focus clarified: RocketFuel divested its payments business yet retained its loyalty and rewards business, supported by a royalty-free intellectual property license-back and reciprocal reseller agreements during a 12-month transition.
Negative
- Related-party transaction with conflicts: RPay’s CEO and sole director, Peter M. Jensen, is also a RocketFuel director and executive officer, and his $800,000 deferred compensation was assumed, creating differing interests from other stockholders.
- No stockholder vote or independent valuation: The board concluded stockholder approval under NRS 78.565 was not required and approved the sale based on an internal fairness memorandum rather than an independent valuation or stockholder ratification.
- Significant disposition of core assets: The payments business sale meets the “significant disposition” tests under Regulation S-X, indicating a major change in RocketFuel’s asset and income profile pending detailed pro forma financial information.
Filing Explained
RPay closing is complete, but the filing also flags a separate, not-yet-described loyalty-business sale to RPoints.
The RPay payments-business disposition closed on
For the completed RPay transaction, RocketFuel will provide transition services for 12 months after closing, while RPay granted a royalty-free license for specified intellectual property used in RocketFuel’s retained loyalty business during the transition period.
The filing also describes pass-through arrangements for contracts that cannot be assigned at closing and reciprocal reseller agreements, indicating that some commercial relationships continue to be handled between the parties after the asset transfer.
The separate RPoints transaction is to be reported in another filing; that disclosure is the specified path for determining whether and when the loyalty-business sale closed and what consideration and related mechanics apply.
8-K Event Classification
Key Figures
Key Terms
Asset Purchase Agreement financial
significant disposition regulatory
Article 11 of Regulation S-X regulatory
Transition Services Agreement financial
Intellectual Property License-Back Agreement financial
deferred compensation obligations financial
FAQ
What business did ROCKETFUEL BLOCKCHAIN, INC. (RKFL) sell in this 8-K?
What consideration did ROCKETFUEL BLOCKCHAIN, INC. (RKFL) receive from RPay Inc.?
Did ROCKETFUEL BLOCKCHAIN, INC. (RKFL) seek stockholder approval for the sale of the payments business?
Why will RKFL file pro forma financial information after this disposition?
What ongoing arrangements exist between ROCKETFUEL BLOCKCHAIN, INC. (RKFL) and RPay after closing?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Introductory Note
This Current Report on Form 8-K is filed by RocketFuel Blockchain, Inc., a Nevada corporation
(“RocketFuel” or the “Company”), in connection with the sale of the Company's payments business to RPay Inc., a Delaware corporation (“RPay”), pursuant to that certain Asset Purchase Agreement, dated as of July 22, 2026 (the “APA”), by and between the Company, as seller, and RPay, as buyer. This Report reports both the Company's entry into the APA under Item 1.01 and the completion of the transactions contemplated thereby under Item 2.01. Peter M. Jensen serves as the sole director and Chief Executive Officer of RPay and is also a director and executive officer of the Company. Concurrently with the transaction described in this Report, the Company has entered into a related but separate transaction with RPoints Inc., a Delaware corporation, for the sale of the Company's loyalty and rewards business, which will be reported by the Company in a separate Current Report on Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement.
On July 22, 2026, the Company entered into the APA with RPay, pursuant to which the Company agreed to sell, and RPay agreed to purchase, substantially all of the assets used primarily in the Company's payments business (the “RPay Business”), and RPay agreed to assume certain specified liabilities of the Company relating to the RPay Business.
Purchased Assets; Assumed Liabilities
The assets purchased by RPay include the intellectual property, contracts, merchant relationships, and other assets used primarily in the RPay Business, together with the Company's cash and accounts receivable attributable to that business, in each case as more specifically described in the APA and the disclosure schedules thereto. RPay assumed specified liabilities relating to the RPay Business, including the deferred compensation obligations described below. The Company retained its loyalty and rewards business and all assets not primarily used in the RPay Business.
Consideration
As consideration for the purchased assets, RPay (i) assumed the Company's deferred compensation obligations to Peter M. Jensen in the aggregate amount of $800,000 and to Bennett J. Yankowitz in the aggregate amount of $200,000, in each case pursuant to separate novation agreements described below, and (ii) issued to the Company a warrant (the “Warrant”) to purchase 160,000 shares of RPay common stock, par value $0.001 per share, subject to a $1,000,000 repurchase right exercisable by RPay at any time. The Company was released from the assumed deferred compensation obligations effective as of the closing.
Related Agreements
In connection with the APA, the Company and RPay also entered into the following related agreements: (i) a Deferred Compensation Assumption and Novation Agreement with Mr. Jensen and a separate novation agreement with Mr. Yankowitz, pursuant to which RPay assumed the deferred compensation obligations described above; (ii) a Transition Services Agreement, pursuant to which the Company will provide certain transition services to RPay for a period of 12 months following the closing; (iii) an Intellectual Property License-Back Agreement, pursuant to which RPay granted the Company a
royaltyfree license to certain intellectual property for use in the Company's retained loyalty business during the transition period; (iv) a Contract Pass-Through and Agency Agreement addressing the interim operation of certain contracts that are not assignable at closing; (v) reseller agreements pursuant to which the Company and RPay will each resell the other's products to their respective existing customers; and (vi) a Board of Advisors Agreement with Mr. Yankowitz.
Interests of Related Persons
Peter M. Jensen, a director and executive officer of the Company, is the sole director and Chief Executive Officer of RPay. Mr. Jensen therefore had an interest in the APA and the related transactions that differed from the interests of the Company's stockholders generally, including with respect to the assumption of his $800,000 deferred compensation obligation by RPay and the terms of the Warrant. Bennett J. Yankowitz, a former director and executive officer of the Company who continues to serve on the
Company's advisory board, also had an interest in the transaction with respect to the assumption of his $200,000 deferred compensation obligation, which is payable pro rata with payments made to Mr. Jensen at a ratio of $0.25 to Mr. Yankowitz for every $1.00 paid to Mr. Jensen, at the discretion of RPay's board of directors.
The Company's board of directors determined that stockholder approval of the APA was not required under NRS 78.565 and approved the transaction on the basis of a fairness memorandum addressing the conflicts of interest described above, rather than through an independent valuation or stockholder ratification.
The foregoing description of the APA and the related agreements does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Report and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
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. As of the Closing Date, the Company transferred to RPay the purchased assets and RPay assumed the assumed liabilities, in each case as described in the APA.
The information set forth in Item 1.01 above regarding the consideration received by the Company, the related agreements, and the interests of related persons is incorporated herein by reference.
The disposition of the RPay Business constitutes a significant disposition under Rule 1-02(w) of Regulation S-X, based on the asset test and the income test set forth therein. Unaudited pro forma condensed financial information giving effect to the disposition, prepared in accordance with Article 11 of Regulation S-X, will be filed by amendment to this Report as soon as available, as described in Item 9.01 below.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The disposition described in Item 2.01 above constitutes a significant disposition under Rule 1-02(w) of
Regulation S-X, requiring unaudited pro forma condensed financial information under Article 11 of Regulation S-X. That pro forma financial information is not included in this Report and will be filed by amendment to this Report on Form 8-K/A as soon as it is available.
(d) Exhibits.
Exhibit No. | Description |
2.1 | Asset Purchase Agreement, dated as of July 22, 2026, by and between RocketFuel Blockchain, Inc. and RPay Inc.* |
10.1 | Warrant to Purchase Common Stock, issued by RPay Inc. to RocketFuel Blockchain, Inc. |
10.2 | Transition Services Agreement, by and between RocketFuel Blockchain, Inc. and RPay Inc. |
10.3 | Contract Pass-Through and Agency Agreement, by and between RocketFuel Blockchain, Inc. and RPay Inc. |
* Certain schedules and exhibits to the Asset Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation SK. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
The unaudited pro forma condensed financial information required by Item 9.01(b) of Form 8-K, together with the related Exhibit 99.1 and Exhibit 104 cover page interactive data file, will be filed by amendment to this Report on Form 8-K/A as soon as available.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ROCKETFUEL BLOCKCHAIN, INC.
By: /s/ Peter M. Jensen
Peter M. Jensen
Chief Executive Officer
Dated: August 18, 2026