RocketFuel Blockchain enters non-binding term sheet to sell payments and loyalty assets to RPay and RPoints

ROCKETFUEL BLOCKCHAIN, INC.

Buyers will assume ~$1.5M in senior deferred compensation liabilities.
Company to receive quarterly earn-out of 20% of net revenue from payments business up to $2.5M aggregated over 2 years.
Company receives warrants for 20% fully diluted ownership in each buyer, with repurchase floors of $1.5M (RPay) and $200k (RPoints).
Company retains corporate franchise, cash reserves, and equity warrants; non-binding except exclusivity/confidentiality.
Board approved term sheet after considering interested nature of transaction.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.65

ROCKETFUEL BLOCKCHAIN, INC. entered into Term Sheet with RPay, Inc. and RPoints, Inc. valued at Debt assumption of approximately $1,500,000; earn-out payments up to $2,500,000; equity warrants for (effective 2026-03-13).

Action: entry
Agreement: asset purchase
Counterparty: RPay, Inc. and RPoints, Inc.
Value: Debt assumption of approximately $1,500,000; earn-out payments up to $2,500,000; equity warrants for
Effective: 2026-03-13

Exact text from the filing

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.

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Source: SEC EDGAR

accession 0001493152-26-010674

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