RocketFuel Blockchain transferred considerably all belongings utilized in its funds enterprise to RPay, whose sole director and CEO, Peter M. Jensen, additionally serves as a RocketFuel director and government officer.
The related-person deal closed Aug. 13 and was disclosed in an Aug. 21 regulatory submitting. RocketFuel mentioned the belongings used primarily in funds included mental property, contracts, service provider relationships and different belongings, along with money and accounts receivable attributable to that enterprise.
The disclosed consideration centered on debt aid. RPay assumed $800,000 in deferred compensation that RocketFuel owed Jensen and $200,000 owed to Bennett J. Yankowitz, a former RocketFuel director and government who remained on its advisory board. RocketFuel was launched from each obligations at closing.
The submitting’s consideration part didn’t checklist a money cost to RocketFuel. It described consideration acquired by the corporate, not a distribution to its stockholders.
RocketFuel additionally acquired a warrant to buy 160,000 RPay frequent shares. The warrant is topic to a $1 million repurchase proper exercisable by RPay at any time, which means the submitting didn’t describe RocketFuel as receiving both the underlying shares or $1 million in money at closing.
RocketFuel mentioned Jensen’s pursuits differed from these of stockholders usually, citing the idea of his compensation declare and the warrant phrases. Yankowitz’s assumed obligation is payable at $0.25 for every $1 paid to Jensen, on the discretion of RPay’s board.
RocketFuel’s board decided {that a} stockholder vote was not required underneath NRS 78.565. The corporate mentioned the board accepted the transaction utilizing a equity memorandum that addressed the disclosed conflicts, slightly than acquiring an unbiased valuation or stockholder ratification.
The ultimate disclosure differs from a March non-binding time period sheet protecting proposed gross sales to RPay and RPoints, the proposed purchaser of RocketFuel’s loyalty and rewards enterprise. That preliminary two-buyer bundle contemplated about $1.5 million in deferred-compensation assumptions, a payments-revenue earn-out and warrants for 20% absolutely diluted stakes in each corporations. A separate RPoints submitting was not seen in RocketFuel’s Aug. 22 SEC submissions, so these mixed preliminary phrases can’t be in contrast with the RPay-only bundle as in the event that they coated the identical scope.
The complete monetary impact stays unresolved. RocketFuel known as the RPay sale a big disposition underneath SEC asset and revenue assessments, however its Aug. 21 submitting didn’t embrace the required unaudited professional forma financials. The corporate mentioned it might present them in a later Type 8-Ok/A; its SEC submissions historical past confirmed no such modification as of Aug. 22.
