S-1/A 1 onfo_s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on January 28, 2026 Registration No. 333- 292216 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) (State or Other jurisdiction of incorporati ...

Core Insights - Onfolio Holdings, Inc. has published a roadmap aimed at achieving profitability and cash flow self-sufficiency, providing shareholders with clarity on execution priorities, cost management, and capital allocation [1][2] Group 1: Roadmap and Strategy - The roadmap focuses on bridging the gap between parent-company expenses and cash generated by the operating portfolio through cost discipline, improved performance, and selective acquisitions that ensure sustainable cash flow [2] - The company emphasizes execution, cash flow, and building a self-funding platform, with a clear framework for measuring progress over time [3] Group 2: Operational Focus - Onfolio is concentrating on growth within its agency portfolio, leveraging operational efficiencies as the business scales, and aligning future acquisitions with a profitability-first approach [3] - Recent balance-sheet actions are highlighted as supportive of the roadmap, enhancing liquidity, reducing execution risk, and extending operational runway [2]

S-1 1 onfo_s1.htm FORM S-1 As filed with the U.S. Securities and Exchange Commission on December 17, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) (State or Other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Dominic We ...

Core Points - Onfolio Holdings Inc. has declared a quarterly dividend of $0.75 per share on its series A preferred stock [1][2] - The dividend will be payable on December 31, 2025, to shareholders of record as of December 22, 2025 [2] - Onfolio has consistently paid quarterly dividends on its Series A Preferred Shares since January 2020 [2] Company Overview - Onfolio Holdings Inc. acquires and operates profitable online businesses across various sectors, including marketing, education, and e-commerce [3] - The company combines cash flows from these businesses with a digital asset treasury [3]

Core Insights - Onfolio Holdings Inc. is executing its strategic roadmap by retiring approximately $1.5 million in debt, which will save nearly $150,000 in annualized interest expenses [1][2][3] - The company has initiated a debt conversion process, converting $850,000 in seller notes into shares of common stock, in addition to retiring $640,000 of seller notes [1][2] - The recent financing facility of $300 million supports Onfolio in generating recurring income from cryptocurrency yield, providing exposure to potential crypto price upside, and enabling substantial debt retirement [4][5] Financial Position - The elimination of $1.5 million in debt is a key priority for Onfolio, aimed at reducing interest expenses and strengthening the financial position [3] - The actions taken, including cryptocurrency purchases, are expected to enhance the company's operating portfolio and restart its acquisition program [2][4] Future Strategy - Onfolio plans to invest additional capital to grow its existing portfolio and restart its acquisition program following the debt clearance [4][5] - An update on the acquisition strategy is anticipated soon, indicating a proactive approach to growth [5]

Core Insights - Onfolio Holdings Inc. has utilized $2.45 million from a recent capital raise to purchase cryptocurrencies including Ethereum (ETH), Solana (SOL), and Bitcoin (BTC) during a market drawdown, indicating a strategic entry point for investment [1][4] - The company aims to build a multi-token cryptocurrency treasury as part of its treasury management strategy, expecting to generate approximately $91,000 annually in passive staking income from its crypto holdings [2][5] Investment Strategy - The allocation of the $2.45 million investment includes 40% to ETH at an average price of $3,076.30, 40% to SOL at an average price of $144.50, and 20% to BTC at an average price of $91,948.38 [9] - The company currently holds 318 ETH, 6,771 SOL, and 5 BTC as of December 3, 2025, reflecting its commitment to diversifying its digital asset portfolio [3] Financial Implications - The new $300 million financing facility enhances the company's ability to generate recurring income from cryptocurrency yield, provides exposure to potential price appreciation in crypto assets, and allows for debt reduction and increased capital for growth [5][6] - The strategic moves are expected to improve profitability, strengthen the balance sheet, and position the company for significant growth, with acquisitions back on the near-term roadmap [6]

Core Insights - Onfolio Holdings Inc. is evolving its strategy to integrate operating profits from digital businesses with the potential and staking yield from digital assets, aiming to create a modern public holding company that aligns with the digital economy [1][2] Group 1: Strategic Roadmap - The strategic roadmap titled "Building a Modern Public Holding Company" is available on Onfolio's website and provides insights into the company's new strategy [1][4] - CEO Dom Wells emphasizes the importance of clearly articulating the reasons for the strategic shift and the potential enabled by recent financing [2] Group 2: Key Highlights - The company aims to combine the predictability and diversification of operating businesses with the asymmetric upside of digital assets, creating a more resilient business model [7] - A diversified mix of crypto assets allows Onfolio to allocate resources across multiple networks, focusing on upside, yield, and stability [7] - The recent $300 million financing facility provides Onfolio with transformative capital to grow its digital asset treasury, generate yield, and pursue strategic acquisitions [7] Group 3: Company Overview - Onfolio Holdings Inc. acquires and operates profitable online businesses across various sectors, including marketing, education, and e-commerce [5] - The company's dual-engine compounding strategy integrates real-world earnings with a diversified digital-asset treasury to drive sustainable growth [5]

Core Insights - Onfolio Holdings Inc. (ONFO) shares have decreased by 28.9% since the third-quarter earnings report, significantly underperforming the S&P 500 Index, which fell by 2% during the same period [1] Financial Performance - Third-quarter revenues reached $2.74 million, a 36% increase from $2.01 million in the same quarter last year, driven by a significant rise in services revenues [2] - The net loss widened to $0.6 million from $0.3 million year-over-year, with net loss per share doubling to 16 cents from 8 cents [2] - Loss from operations improved to $268,000 from $331,000 in the prior year, although overall results were impacted by non-cash items related to acquisitions and increased public-company costs [2] Key Business Metrics - Services revenues surged 69% year-over-year to $1.88 million, largely due to the Eastern Standard acquisition, while product sales revenues declined by 4% to $0.86 million [3] - Gross profit increased by 47% to $1.77 million, with gross margin expanding to 64.6% from 59.9% a year ago, indicating improved profitability despite negative overall earnings [3] - Total operating expenses rose by 33% to $2.04 million but decreased by 17% sequentially, suggesting some cost management efforts [3] Balance Sheet Overview - Cash at the end of the quarter was $0.40 million, down from $0.48 million at the end of 2024 [4] - Total assets decreased to $8.29 million from $9.59 million, primarily due to amortization of intangible assets [4] - Current liabilities fell to $2.75 million from $3.74 million, aided by a reduction in contingent consideration and deferred revenues [4] Management Commentary - CEO Dom Wells highlighted progress in top-line growth and operating-loss improvements, describing the third quarter of 2025 as the company's strongest operating profit performance since going public [5] - Management emphasized that portfolio optimization and growth strategies are effective, with operating losses trending favorably when excluding non-cash charges [5] Revenue Growth Factors - Revenue growth was largely driven by acquisitions, with Eastern Standard contributing approximately $1.17 million to the year-over-year revenue increase [6] - The cost of revenues increased by 20% to $0.97 million, mainly due to higher fulfillment costs associated with newer service businesses [6] Operating Expenses - Operating expenses rose due to increased spending on advertising, contractors, compensation, and amortization related to acquired intangibles [7] - Interest expense increased significantly to $107,697 from $20,126 a year ago, reflecting a heavier debt load and higher interest rates [7] Future Outlook - Management plans to continue pursuing top-line growth while improving operating results, with equity financing seen as the preferred method to accelerate portfolio growth [8] Recent Developments - Following the quarter-end, Onfolio raised $1 million in gross proceeds through a private offering, which will be used to reduce accounts payable and prepare for a larger capital raise [9] - The company is also focusing on client onboarding at its AI marketing subsidiary and launching a partnership program for course creators [9]

Core Viewpoint - Onfolio Holdings Inc. has secured $4.75 million in investment proceeds to enhance its business operations and digital asset strategy [1] Group 1: Investment Allocation - Approximately $2.35 million will be directed towards business growth initiatives, debt repayment, and working capital [2] - Around $2.4 million is allocated for the purchase of cryptocurrencies including BTC, ETH, and SOL as part of the company's digital-asset treasury strategy [2] Group 2: Management Insights - The CEO of Onfolio stated that the capital will be utilized to increase cash flow through interest payment reductions and injecting growth capital into the operating portfolio [3] - The company aims to leverage the current lower cryptocurrency prices to make transformative investments [4] Group 3: Financial Performance - Onfolio currently generates over $12 million in annualized revenue from its profitable operating units [5] - The repayment of certain notes and debt is expected to reduce interest obligations and improve cash flow, thereby strengthening the path toward consolidated profitability [5] Group 4: Company Overview - Onfolio Holdings Inc. focuses on acquiring and operating profitable online businesses across various sectors, including marketing, education, and e-commerce [6] - The company is evolving its strategy to integrate real-world earnings with a diversified digital-asset treasury for sustainable growth [6]

Core Insights - Onfolio Holdings Inc. has secured up to $300 million in financing through a convertible note facility with a U.S.-based institutional investor, significantly strengthening its financial position and supporting its next phase of expansion [1][2][3] Financing Details - The initial tranche of $6 million is set to close on November 18, 2025, with an additional $2 million expected at a second closing approximately 30 days later [15] - Up to $292 million remains available in potential future tranches, subject to certain conditions [15] Strategic Objectives - The financing will enable Onfolio to build its digital asset treasury, generate yield through staking, strengthen its balance sheet, and accelerate the growth of its operating businesses [2][3] - The company aims to invest directly in Bitcoin, Ethereum, and Solana, utilizing established digital finance platforms to earn returns on invested capital [3][9] Growth Model - Onfolio is developing a modern public holding company model that combines operating cash flow from online businesses with a diversified digital asset treasury designed to generate yield [4][12] - The company believes that pairing a digital asset treasury with scalable operating profits can create long-term value for shareholders [5] Allocation of Proceeds - In future tranches, 75% of net proceeds will be allocated to digital asset purchases, while 25% will support strategic growth initiatives [11] - The proceeds will also be used to strengthen the company's balance sheet, enhance operational efficiency, and fund accretive acquisitions of cash-flowing businesses [14]