ROCKETFUEL BLOCKCHAIN, INC. 8-K

What Happened
RocketFuel Blockchain, Inc. announced on March 13, 2026 (filed via Form 8‑K on March 18, 2026) that it entered a non‑binding term sheet with RPay, Inc. and RPoints, Inc. under which RPay would acquire the Company’s payments business assets and RPoints would acquire its loyalty and rewards business assets. The parties expect to negotiate definitive asset purchase agreements consistent with the term sheet. The RocketFuel board approved the term sheet after considering the interested nature of the transaction. Except for certain binding provisions (exclusivity, confidentiality, fees), the term sheet is non‑binding.

Key Details

• Buyers: RPay, Inc. (payments assets) and RPoints, Inc. (loyalty & rewards assets).
• Debt assumption: Buyers will assume approximately $1,500,000 of senior deferred compensation liabilities.
• Earn‑out: RocketFuel to receive quarterly payments equal to 20% of net revenue from the payments business until the earlier of (i) two years post‑closing or (ii) an aggregate payment cap of $2,500,000.
• Equity warrants: RocketFuel to receive warrants representing a 20% fully diluted ownership interest in each Buyer; warrants include fixed repurchase floors of $1,500,000 for RPay and $200,000 for RPoints.
• RocketFuel will retain its corporate franchise, cash reserves, and the equity warrants.

Why It Matters
This term sheet outlines a potential asset sale that could shift RocketFuel’s operating focus and convert portions of its business into contingent cash and equity upside rather than immediate cash proceeds. Key investor impacts include removal of the payments and loyalty operating assets (if the deals close), assumption of certain liabilities by the buyers, potential future cash under the earn‑out (capped at $2.5M), and ownership stakes in the buyers via warrants. Because the agreement is largely non‑binding pending definitive contracts, investors should view this as a significant development but subject to change.