Rocketfuel Blockchain Inc. has sold its payments Business Assets to RPay for a total consideration of $1 million, primarily consisting of deferred compensation obligations. This transaction is expected to streamline Rocketfuel's operations while RPay assumes ongoing financial responsibilities related to the assets.

Key Highlights

  • Rocketfuel Blockchain sold its payments business assets to RPay, retaining its loyalty and rewards business.
  • An agreement for transition services lasting 12 months will facilitate the integration of the businesses post-sale.
  • Rocketfuel Blockchain Inc. has finalized an asset sale agreement with RPay, valuing the transaction's consideration at $1 million.

Rocketfuel Blockchain Inc. has finalized an asset sale agreement with RPay, valuing the transaction's consideration at $1 million. This agreement, executed on July 22, 2026, allows RPay to acquire substantially all assets related to Rocketfuel's payments business while ensuring that Rocketfuel retains its loyalty and rewards segment. This strategic decision supports Rocketfuel's focus on its core operations, as it seeks to enhance its market positioning following the sale.

Assets and Liabilities Defined

Under the asset purchase agreement, RPay has acquired key operational components, including intellectual property, contracts, and merchant relationships integral to the RPay Business. This Acquisition also encompasses cash and Accounts Receivable directly tied to the payments segment. As part of this deal, RPay is set to assume specific liabilities associated with the business, including the deferred compensation obligations to Jensen and Yankowitz.

This structure allows Rocketfuel to streamline its financial obligations while securing a future income stream through the execution of the agreements.

Deferred Compensation Structure

The assumptions regarding deferred compensation obligations total $1 million, with $800,000 allocated for Peter M. Jensen and $200,000 for Bennett J. Yankowitz. Jensen's compensation will be paid at a ratio of $0.25 to Yankowitz for every $1.00 disbursed to him, as determined by RPay's board. This agreement highlights the inherent conflicts of interest in the transaction, yet the Board of Directors determined that stockholder approval was not requisite under NRS 78.565.

This lack of formal ratification underscores a unique corporate governance strategy that prioritizes streamlined administration over potential stakeholder engagement.

Transition and Licensing Agreements

In tandem with the asset sale, Rocketfuel and RPay entered into a Transition Services Agreement, which mandates Rocketfuel to provide necessary services for up to 12 months post-closing. An Intellectual Property License-Back Agreement has been established, whereby RPay grants Rocketfuel a royalty-free license to utilize certain intellectual property during the transition period. These agreements aim to ensure operational continuity while developing synergies between the companies' respective business functions.

What Comes Next?

As these agreements progress, investors should be attuned to the forthcoming results associated with the overall impact of the asset sale. A pro forma financial report detailing these impacts is expected to be filed shortly. The closing of this transaction marks a significant shift for Rocketfuel Blockchain Inc. paving the way for its ongoing focus on the loyalty and rewards sector.

Future insights into the operational changes resulting from this asset sale will be essential for Stakeholders monitoring the company’s trajectory.