RocketFuel Transfers Payments Business to RPay, Eliminating $1 Million Executive Debt

RocketFuel Blockchain transferred the bulk of its payments‑business assets to RPay, a company led by Peter M. Jensen, who also sits on RocketFuel’s board. The deal, disclosed in an August 21 filing, eliminated $1 million of executive debt without a cash payment to RocketFuel.

Transaction details

The transferred assets included intellectual property, contracts, merchant relationships, cash and accounts receivable tied to the payments operation. In exchange, RPay assumed $800,000 of deferred compensation owed to Jensen and $200,000 owed to former director Bennett J. Yankowitz.

Consideration and warrants

RocketFuel received a warrant to purchase 160,000 RPay common shares. The warrant is subject to a $1 million repurchase right that RPay may exercise at any time. No cash was listed as part of the consideration.

Governance and valuation

The board concluded that a stockholder vote was not required under Nevada law and approved the transaction using a fairness memorandum rather than an independent valuation. Conflicts of interest were noted, particularly Jensen’s dual roles.

Outstanding financial information

RocketFuel labeled the sale a “significant disposition” for SEC asset and income tests but did not provide the required unaudited pro‑forma financial statements in the filing. The company indicated it would file them later, though no amendment had appeared as of August 22.