The Aug. 21 filing lists $1 million of liability relief and a 160,000-share warrant as consideration, while pro forma financials remain outstanding.
ocketFuel Blockchain transferred substantially all assets used in its payments business to RPay, whose sole director and CEO, Peter M. Jensen, also serves as a RocketFuel director and executive officer.long
The related-person deal closed Aug. 13 and was disclosed in an Aug. 21 regulatory filing. RocketFuel said the assets used primarily in payments included intellectual property, contracts, merchant relationships and other assets, together with cash and accounts receivable attributable to that business.
The disclosed consideration centered on debt relief. RPay assumed $800,000 in deferred compensation that RocketFuel owed Jensen and $200,000 owed to Bennett J. Yankowitz, a former RocketFuel director and executive who remained on its advisory board. RocketFuel was released from both obligations at closing.
RocketFuel said Jensen's interests differed from those of stockholders generally, citing the assumption of his compensation claim and the warrant terms. Yankowitz's assumed obligation is payable at $0.25 for each $1 paid to Jensen, at the discretion of RPay's board.
The final disclosure differs from a March non-binding term sheet covering proposed sales to RPay and RPoints, the proposed buyer of RocketFuel's loyalty and rewards business. That preliminary two-buyer package contemplated about $1.5 million in deferred-compensation assumptions, a payments-revenue earn-out and warrants for 20% fully diluted stakes in both companies. A separate RPoints filing was not visible in RocketFuel's Aug. 22 SEC submissions, so those combined preliminary terms cannot be compared with the RPay-only package as if they covered the same scope.
The full financial effect remains unresolved. RocketFuel called the RPay sale a significant disposition under SEC asset and income tests, but its Aug. 21 filing did not include the required unaudited pro forma financials. The company said it would provide them in a later Form 8-K/A; its SEC submissions history showed no such amendment as of Aug. 22.