RocketFuel Blockchain transferred substantially all of its payments business assets to RPay, a company whose sole director and CEO, Peter M. Jensen, also serves as a RocketFuel director and executive officer. RPay assumed 800,000 dollars in deferred compensation owed to Jensen and 200,000 dollars owed to Bennett J. Yankowitz, a former RocketFuel director, releasing RocketFuel from the full one million dollars in debt. In exchange, RocketFuel received a warrant to purchase 160,000 RPay common shares, subject to a one million dollar repurchase right exercisable by RPay at any time. The board approved the transaction based on a fairness memorandum without obtaining an independent valuation or stockholder ratification, and the company failed to provide the required pro forma financials despite classifying the sale as a significant disposition.
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