RocketFuel Transfers Payments Unit to RPay, Settling $1 Million in Executive Debt Without Independent Valuation

RocketFuel Blockchain conveyed essentially all assets tied to its payments division to RPay, a company led by Peter M. Jensen, who serves as both CEO and sole director of RPay and also holds a director and executive role at RocketFuel.

The transaction, which closed on August 13, was disclosed in a regulatory filing dated August 21. RocketFuel stated that the transferred assets encompassed intellectual property, contracts, merchant relationships, other related assets, as well as cash and accounts receivable linked to the payments business.

The disclosed consideration primarily involved debt relief. RPay took on $800,000 of deferred compensation owed to Jensen by RocketFuel and $200,000 owed to Bennett J. Yankowitz, a former RocketFuel director and executive who continues to serve on its advisory board. At closing, RocketFuel was released from both liabilities.

The filing’s consideration section made no mention of a cash payment to RocketFuel. Instead, it outlined the consideration received by the company, which is distinct from a distribution to shareholders.

RocketFuel additionally obtained a warrant to purchase 160,000 shares of RPay common stock. This warrant includes a $1 million repurchase right that RPay may exercise at any time, indicating that the filing did not characterize the receipt as either the underlying shares or $1 million in cash at closing.

RocketFuel noted that Jensen’s interests diverge from those of the broader shareholder base, pointing to the assumption of his compensation claim and the warrant’s terms. Yankowitz’s assumed obligation is structured to pay $0.25 for every $1 paid to Jensen, subject to the discretion of RPay’s board.

RocketFuel’s board concluded that a shareholder vote was unnecessary under NRS 78.565. The company explained that the board approved the transaction based on a fairness memorandum that addressed the disclosed conflicts, without pursuing an independent valuation or seeking shareholder ratification.

The final disclosure diverges from a March non‑binding term sheet that proposed sales to both RPay and RPoints, the latter being the prospective buyer of RocketFuel’s loyalty and rewards business. That earlier two‑buyer arrangement envisaged roughly $1.5 million in deferred‑compensation assumptions, a payments‑revenue earn‑out, and warrants for 20 % fully diluted stakes in each entity. Because no separate RPoints filing appeared in RocketFuel’s August 22 SEC submissions, the combined preliminary terms cannot be directly compared with the RPay‑only deal as if they pertained to the same scope.

The full financial impact remains unsettled. RocketFuel characterized the RPay sale as a significant disposition under SEC asset and income tests, yet its August 21 filing omitted the required unaudited pro forma financial statements. The company indicated it would supply those in a subsequent Form 8‑K/A, but its SEC filing history shows no such amendment as of August 22.

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