Rocketfuel Blockchain Inc.
03/18/2026 | Press release | Distributed by Public on 03/18/2026 04:12
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On March 13, 2026, RocketFuel Blockchain, Inc. (the "Company") entered into a non-binding term sheet (the "Term Sheet") with RPay, Inc. and RPoints, Inc. (the "Buyers") regarding the proposed sale of certain operating assets.
The Term Sheet contemplates that RPay, Inc. will acquire the assets of the Company's payments business, and RPoints, Inc. will acquire the assets of the loyalty and rewards business. The parties anticipate executing definitive asset purchase agreements consistent with the Term Sheet
The proposed consideration includes:
| ● | Debt Assumption: The Buyers will assume approximately $1,500,000 in senior deferred compensation liabilities. | |
| ● | Earn-Out: A quarterly payment to the Company equal to 20% of net revenue from the payments business until the earlier of two (2) years following closing or an aggregate payment of $2,500,000. | |
| ● | Equity Warrants: The Company will receive warrants for a 20% fully diluted ownership interest in each Buyer. These warrants include fixed repurchase floors of $1,500,000 for RPay, Inc. and $200,000 for RPoints, Inc.. |
The Company will retain its corporate franchise, cash reserves, and the equity warrants. The Board of Directors approved the Term Sheet after considering the interested nature of the transaction.
Except for binding provisions regarding exclusivity, confidentiality, and fees, the Term Sheet is non-binding. The foregoing description is qualified by the full text of the Term Sheet, filed as Exhibit 10.1.
Rocketfuel Blockchain Inc. published this content on March 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 18, 2026 at 10:12 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]