---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-010674"
form_type: "8-K"
ticker: null
cik: "0000823546"
company_name: "ROCKETFUEL BLOCKCHAIN, INC."
filed_at: "2026-03-18T23:59:59+00:00"
generated_at: "2026-05-15T09:59:59.986212+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-26-010674
- form_type: 8-K
- cik: 0000823546
- company_name: ROCKETFUEL BLOCKCHAIN, INC.
- filed_at: 2026-03-18T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/823546/000149315226010674/0001493152-26-010674-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/823546/000149315226010674/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-010674
- JSON: https://secwatch.observer/filing/0001493152-26-010674.json
- Plain text: https://secwatch.observer/filing/0001493152-26-010674.txt

## Key facts
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/823546/000149315226010674/0001493152-26-010674-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.