ROCKETFUEL BLOCKCHAIN, INC. Announces Sale of Payments Business to RPay

What Happened

• ROCKETFUEL BLOCKCHAIN, INC. filed an 8-K (Aug 21, 2026) reporting that on July 22, 2026 it entered into an Asset Purchase Agreement (APA) with RPay to sell substantially all assets used primarily in the company’s payments business (the “RPay Business”). RPay assumed specified liabilities related to that business and the Company was released from those assumed deferred compensation obligations at closing.
• As consideration, RPay assumed deferred compensation obligations of $800,000 to director/exec Peter M. Jensen and $200,000 to Bennett J. Yankowitz (total $1,000,000) via novation agreements, and issued ROCKETFUEL a warrant to purchase 160,000 shares of RPay common stock (subject to a $1,000,000 repurchase right exercisable by RPay).

Key Details

• Transaction date: July 22, 2026; 8-K filed Aug 21, 2026.
• Deferred compensation assumed: $800,000 (Peter M. Jensen) and $200,000 (Bennett J. Yankowitz).
• Equity consideration: Warrant for 160,000 RPay shares; RPay holds a $1,000,000 repurchase right on that warrant.
• ROCKETFUEL retained its loyalty and rewards business; a separate sale of that business to RPoints Inc. was entered into concurrently and will be reported separately.
• Related agreements include a 12-month Transition Services Agreement, an IP license-back (royalty-free for the transition), contract pass-through/agency and reseller agreements, and a Board of Advisors agreement with Mr. Yankowitz.

Why It Matters

• This transaction materially narrows ROCKETFUEL’s business by divesting its payments operations while preserving the loyalty and rewards business, shifting related assets, cash and receivables to RPay.
• Investors should note the related-party aspects: Peter M. Jensen is both a ROCKETFUEL director/executive and RPay’s sole director/CEO, and Bennett J. Yankowitz is an adviser; the board approved the deal without shareholder ratification under Nevada law based on a fairness memorandum.
• Consideration is partly liability assumption (deferred pay) and a warrant (equity in RPay) that is subject to a significant repurchase right, so the financial benefit to ROCKETFUEL is not a straightforward cash payment.