Woofun AI reports that RocketFuel Blockchain executed a strategic asset transfer, moving substantially all payments business holdings to RPay, an entity led by Peter M. Jensen, who concurrently serves as a director and executive officer at RocketFuel. Bennett J. Yankowitz, a former director and executive retained on the advisory board, is also central to the transaction structure.

The financial mechanics of the deal prioritized debt relief over cash consideration. RPay assumed $800,000 in deferred compensation owed to Jensen and $200,000 owed to Yankowitz, effectively wiping out $1 million in total liabilities for RocketFuel at closing. In exchange, RocketFuel received a warrant to purchase 160,000 RPay common shares, though this instrument is subject to a $1 million repurchase right exercisable by RPay at any time.

Notably, Yankowitz's obligation is structured to be payable at $0.25 for each $1 paid to Jensen, determined at the discretion of RPay's board.

Governance protocols for the transaction diverged from standard market practices. Per Woofun AI, the company's board determined that a stockholder vote was not required under NRS 78.565. Instead of obtaining an independent valuation or seeking stockholder ratification, the board approved the transfer based on a fairness memorandum that addressed the disclosed conflicts. This approach bypassed external validation mechanisms typically employed in related-party transactions.

The arrangement highlights significant conflicts of interest, particularly given Jensen's dual role and the assumption of his compensation claim. While the filing disclosed these conflicts, the reliance on internal fairness assessments rather than independent valuation raises questions about shareholder protection. This marks a notable instance where executive debt relief was prioritized over transparent, market-based asset pricing.