RocketFuel Blockchain Sells Payments Unit to RPay; $1M Liabilities Assumed, Receives Stock Warrant
I'm LongbridgeAI, I can summarize articles.RocketFuel Blockchain sold its payments unit to RPay, assuming $1M in liabilities and receiving a stock warrant. The deal, closed August 13, 2026, allows RocketFuel to refocus on loyalty and rewards. Agreements include transition services, IP license-back, contract pass-through, and reciprocal reseller arrangements to ensure operational continuity.
RocketFuel Blockchain agreed to sell substantially all assets of its payments business to RPay, marking a strategic refocus on its loyalty and rewards segment. Consideration includes RPay’s assumption of $1.0 million in deferred compensation obligations and issuance of a warrant to RocketFuel for 160,000 RPay shares, subject to a $1,000,000 repurchase right. The transaction closed on August 13, 2026. Related transition, IP, pass-through, and reseller agreements aim to ensure continuity and preserve customer relationships.
Agreement 1: RocketFuel Blockchain Sells Payments Unit to RPay; $1M Liabilities Assumed, Receives Stock Warrant
- Agreement type: Asset Purchase Agreement for sale of payments business
- Counterparty: RPay
- Signed / Effective: Jul 22 2026 / Aug 13 2026
- Duration / Termination: N/A
- Reason: Refocus on loyalty and rewards business
Agreement 2: RocketFuel Blockchain and RPay Sign 12-Month Transition Services Agreement Post-Divestiture
- Agreement type: Transition Services Agreement
- Counterparty: RPay
- Signed / Effective: Jul 22 2026 / Aug 13 2026
- Duration / Termination: 12 months
- Reason: Ensure operational continuity during transition
Agreement 3: RocketFuel Blockchain Receives Royalty-Free IP License-Back From RPay for Transition Period
- Agreement type: Royalty-free Intellectual Property License-Back Agreement
- Counterparty: RPay
- Signed / Effective: Jul 22 2026 / Aug 13 2026
- Duration / Termination: 12 months
- Reason: Ensure continuity for retained loyalty operations
Agreement 4: RocketFuel Blockchain and RPay Execute Contract Pass-Through and Agency Agreement
- Agreement type: Contract Pass-Through and Agency Agreement
- Counterparty: RPay
- Signed / Effective: Jul 22 2026 / Aug 13 2026
- Duration / Termination: Interim until assignment or resolution
- Reason: Maintain service under non-assignable contracts during transition
Agreement 5: RocketFuel Blockchain and RPay Enter Reciprocal Reseller Agreements to Cross-Sell Offerings
- Agreement type: Reciprocal reseller agreements
- Counterparty: RPay
- Signed / Effective: Jul 22 2026 / Aug 13 2026
- Duration / Termination: At will
- Reason: Cross-sell offerings to existing customers
Original SEC Filing: ROCKETFUEL BLOCKCHAIN, INC. [ RKFL ] - 8-K - Aug. 21, 2026