Core Insights - Onfolio Holdings Inc. reported its financial results for Q3 2025, highlighting continued effectiveness in optimization and growth strategies, with a focus on disciplined execution and performance [2][3]. Financial Highlights - Total revenue increased by 36.3% to $2.74 million compared to $2.01 million in Q3 2024, but decreased by 12.9% from $3.15 million in Q2 2025 [11]. - Gross profit rose by 46.9% to $1.77 million, representing 64.6% of total revenue, compared to $1.21 million (59.9% of total revenue) in the same period last year, and decreased by 8.6% from $1.94 million (61.6% of total revenue) in Q2 2025 [11]. - Total operating expenses increased by 32.7% to $2.04 million from $1.54 million in Q3 2024, but decreased by 16.6% from $2.44 million in Q2 2025 [11]. - The net loss increased by 82.1% to $0.6 million compared to $0.3 million in Q3 2024, and increased by 17.1% from $0.5 million in Q2 2025 [11]. Operational Highlights - The company launched a partnership program for course creators, generating strong demand and plans to build a dedicated team to meet this demand [5]. - The AI marketing subsidiary, Pace Generative, has made significant progress since its launch, showcasing value with enterprise customers and expanding services [5]. Strategic Initiatives - The company raised $1 million to strengthen its balance sheet and support growth initiatives, which are critical for achieving profitability [6]. - Onfolio is committed to reaching profitability while pursuing topline growth and improving operating losses each quarter [3][6]. Balance Sheet Overview - As of September 30, 2025, total assets were $8.29 million, down from $9.59 million at the end of 2024 [14]. - Total liabilities decreased to $4.55 million from $5.24 million at the end of 2024 [14]. Cash Flow Insights - Cash at the end of the period was $0.40 million, down from $0.48 million at the end of 2024 [11]. - The net cash used in operating activities was $(540,979), compared to $(696,716) in the previous year [25]. Shareholder Equity - Total stockholders' equity was $3.73 million as of September 30, 2025, down from $4.35 million at the end of 2024 [15]. - The accumulated deficit increased to $(21.49 million) from $(19.08 million) at the end of 2024 [15].

Financial Performance - Revenue for Q3 2025 was $2.7 million, a 36% increase compared to Q3 2024[154] - Loss from operations was $(268,000) in Q3 2025, an improvement from $(331,000) in Q3 2024[154] - Total revenue from services was $1,878,367, a 69% increase from $1,110,095 in Q3 2024[162] - The Company reported a net loss of $1,966,635 for the nine months ended September 30, 2025, compared to a net loss of $1,450,487 for the same period in 2024, representing an increase in net loss of approximately 36%[178] - Total revenue increased by $3,376,912, or 63%, for the nine months ended September 30, 2025, driven primarily by acquisitions, including approximately $3,340,000 from Eastern Standard and $91,300 from DDS Rank[178] - Revenue from services reached $5,737,565, a 103% increase from $2,826,812 in 2024, while product sales revenue increased by 19% to $2,964,620[178] Revenue Breakdown - B2B revenue increased by $720,128 or 70% in Q3 2025 compared to Q3 2024, primarily due to the Eastern Standard acquisition[173] - B2C revenue increased by $10,133 or 1% in Q3 2025 compared to Q3 2024[176] - B2B revenue increased by $2,795,216, or 107%, during the nine months ended September 30, 2025, largely due to acquisitions[189] - B2C revenue increased by $581,696, or 21%, primarily driven by digital product sales from the Proofread Anywhere subsidiary[192] Expenses and Costs - Total cost of revenue increased by $164,736 or 20% due to recent acquisitions[163] - General and administrative expenses rose by $508,011 or 38% in Q3 2025 compared to Q3 2024[166] - Cost of revenue increased by $1,145,756, or 54%, due to recent acquisitions, with service revenue costs rising significantly, while product sales costs decreased by 43%[180] - General and Administrative expenses rose by $2,259,314, or 59%, primarily due to increased advertising and marketing costs of $939,000 and non-cash stock-based compensation of $268,000[181] - Total other expense was $357,700 in Q3 2025, significantly higher than $12,281 in Q3 2024[169] - Total other expense was $423,893 for the nine months ended September 30, 2025, compared to $57,346 in 2024, largely due to increased interest expenses and losses on investments[184] Financing Activities - The company raised $1 million in gross proceeds in October 2025 through a private offering[157] - The company plans to pursue equity financing to accelerate growth and retire maturing seller notes[155] - The Company raised approximately $1,500,000 through private offerings of Series A preferred stock by September 30, 2025, indicating ongoing efforts to secure funding[194] Internal Controls and Compliance - As of September 30, 2025, the Company identified a material weakness in internal controls over financial reporting, which may lead to material misstatements not being detected[214] - Management is working on remediation plans, including adding accounting personnel and implementing stronger internal control procedures[216] - The Company reported that the design and maintenance of controls over accounting for website design and implementation revenues were ineffective, resulting in immaterial adjustments to financial statements[217] - The Company has concluded that, despite the identified material weaknesses, the consolidated financial statements fairly present its financial position in conformity with GAAP[215] - There have been no changes in internal control over financial reporting that materially affected the controls during the last fiscal quarter[219] Asset Management - The Company reviews the carrying value of long-lived assets for impairment at least annually, ensuring recoverability is measured against expected undiscounted cash flows[208] - The Company does not have any off-balance sheet arrangements that materially affect its financial condition[209] - Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets[206] Acquisition Details - The final earn-out amount for the RevenueZen Acquisition is agreed to be $682,000, with a cash payment of $72,000 and additional payments structured through profit sharing and stock options[210] - The Company has estimated remaining obligations under the revenue share provisions for the First Page Acquisition to be $103,654, resulting in a change in the fair value of contingent consideration of $67,384[210]

Core Points - Onfolio Holdings Inc. successfully completed a $1 million private offering to accredited investors, aimed at advancing its growth strategy and strengthening working capital [1][2] - The offering was completed at a premium to the market price, indicating strong investor confidence in Onfolio's business model and long-term outlook [2] - A total of 740,470 shares of common stock and accompanying warrants were issued, with potential additional gross proceeds of approximately $1.85 million if all warrants are exercised [3] Financial Strategy - The proceeds from the offering will be used for general corporate purposes and to enhance financial flexibility as the company enters Q4 and 2026 [4] - The CEO emphasized that a stronger balance sheet will enable continued investment in organic growth initiatives that drive long-term shareholder value [4] Business Model - Onfolio focuses on acquiring and managing a diversified portfolio of online businesses that operate in sectors with long-term growth opportunities and stable cash flows [4] - The company aims to find acquisition opportunities where the seller has not fully optimized their business, leveraging its experience to add value [4]

Core Insights - Onfolio Holdings Inc. announced the launch of Precision Metrics, a custom website analytics dashboard aimed at helping clients derive actionable insights from their data [1][2] - The new service addresses the challenges clients face in interpreting analytics reports, particularly with existing tools like GA4 [2] - Precision Metrics is designed to provide a reliable source of truth for organizations, enabling data-driven decision-making and optimizing marketing expenditures [2] Company Overview - Onfolio Holdings Inc. focuses on acquiring and scaling a diversified portfolio of digital companies with strong cash flows and long-term growth potential [5] - The company aims to add value to under-optimized businesses through operational expertise, strategic guidance, and advanced technologies [5] Service Features - Precision Metrics allows organizations to understand and interpret their GA4 and analytics data effectively [7] - The service helps pinpoint digital lead sources, track web-based interactions, and map growth plans based on real-time performance data [7]

S-1 1 onfo_s1.htm FORM S-1 As filed with the U.S. Securities and Exchange Commission on August 22, 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) Delaware 7370 37-1978697 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifica ...

Core Viewpoint - Onfolio Holdings, Inc. reported significant revenue growth in Q2 2025, but investor sentiment remains cautious due to ongoing net losses and operational challenges, leading to a decline in share price despite operational improvements [1][11]. Financial Performance - Revenues for Q2 2025 increased by 82.5% year over year to $3.15 million from $1.73 million, with gross profit nearly doubling to $1.94 million, reflecting a 98.9% increase [2]. - Operating expenses rose by 54.4% to $2.44 million, although this was a sequential decline from Q1 2025 [3]. - The net loss narrowed by 5.6% year over year to $0.67 million, or 13 cents per share, compared to $0.71 million, or 14 cents per share, a year ago [3]. Key Business Metrics - Service revenues surged to $2.06 million, more than doubling from $0.99 million in the prior-year period, while product sales increased to $1.09 million from $0.73 million [4]. - The cost of revenues increased to $1.21 million from $0.75 million, but gross margin improved significantly due to faster revenue growth [4]. Cash Flow and Financial Position - Cash at the end of June 2025 stood at $0.51 million, up from $0.48 million at year-end 2024, supported by preferred stock sales and financing inflows [5]. - Operating cash outflow narrowed to $0.58 million in the first half of 2025 compared to $0.76 million in the prior year, indicating improved operating leverage [5]. Management Insights - CEO Dominic Wells highlighted progress in key metrics, with year-over-year growth in revenues and gross profit, and a decrease in operating expenses quarter over quarter [6]. - Management indicated that exceptional audit-related costs inflated losses but are now behind the company, suggesting a near breakeven operational status excluding these one-time costs [6]. Factors Influencing Results - Audit-related costs from the 2023 re-audit and 2024 Eastern Standard audit significantly impacted expenses but are not expected to recur [7]. - Increased interest expenses rose to $72,600 from $22,700 a year ago due to higher debt levels, but improved operating scale offset these burdens at the gross profit level [7]. Future Guidance - Management expressed confidence in continued improvement, anticipating reductions in accounting and professional fees starting in Q3, along with incremental revenue from new business initiatives [8]. - The company will pursue only "highly strategic" acquisitions, focusing on improving existing business performance before further expansion [8]. Recent Developments - Onfolio launched Pace Generative LLC, an AI visibility agency, which began generating recurring monthly revenues, and introduced a revenue-share partnership program for course creators [10]. - No acquisitions were completed in the quarter, but the pipeline remains strong, with a focus on enhancing existing business performance [10].

Core Insights - Onfolio Holdings Inc. reported significant financial improvements in Q2 2025, with revenue and gross profit increasing year-on-year and quarter-on-quarter, while net loss decreased [3][9]. Financial Performance - Q2 2025 revenue rose 82.5% to $3.14 million compared to $1.72 million in Q2 2024, and increased 11.7% from $2.81 million in Q1 2025 [9]. - Gross profit for Q2 2025 increased 98.9% to $1.93 million from $0.97 million in the same period last year, and grew 13.5% from $1.7 million in Q1 2025 [9]. - Total operating expenses in Q2 2025 were $2.44 million, up 54.4% from $1.58 million in Q2 2024, but down 2% from $2.49 million in Q1 2025 [9]. - The net loss for Q2 2025 decreased 16.5% to $0.5 million from $0.6 million in Q2 2024, and decreased 37.5% from $0.8 million in Q1 2025 [9]. Operational Developments - The company completed audits from 2023 and 2024, which are expected to reduce accounting and professional fees in Q3 and the remainder of the fiscal year [4]. - A significant portion of the Q2 losses, approximately $150,000, was attributed to one-time costs related to these audits [4]. - Onfolio launched Pace Generative LLC, an AI visibility agency, which has begun generating recurring monthly revenue [5]. - A revenue-share partnership program for course creators was initiated, with numerous applications received, indicating strong interest and potential for growth [5]. Strategic Focus - The company has not made any acquisitions since Q4 2024 but maintains a strong pipeline of prospective deals, focusing on improving the operating results of its current portfolio [4]. - Onfolio is prioritizing strategic acquisitions that align with its growth objectives rather than rushing into new deals [4]. Balance Sheet Overview - As of June 30, 2025, total assets were $8.83 million, down from $9.59 million at the end of 2024 [12][13]. - Total liabilities decreased to $4.34 million from $5.24 million at the end of 2024 [12][13]. - Stockholders' equity stood at $4.49 million, compared to $4.35 million at the end of 2024 [12][13]. Cash Flow Analysis - Cash at the end of Q2 2025 was $0.51 million, slightly up from $0.48 million at the end of 2024 [9]. - The net cash used in operating activities for the first half of 2025 was $575,164, an improvement from $763,747 in the same period of 2024 [19]. - Cash flows from financing activities provided $585,097, compared to $415,749 in the previous year [19].

PART I [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) Unaudited H1 2025 financials show revenue up to **$5.96 million**, net loss widened, assets decreased, and cash low [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to **$8.83 million**, liabilities decreased, and equity slightly increased | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$8,831,744** | **$9,592,697** | | Total Current Assets | $1,278,656 | $1,436,561 | | Intangible assets, net | $2,720,986 | $3,323,211 | | Goodwill | $4,203,145 | $4,210,557 | | **Total Liabilities** | **$4,341,465** | **$5,243,003** | | Total Current Liabilities | $2,560,136 | $3,744,003 | | **Total Stockholders' Equity** | **$4,490,279** | **$4,349,694** | [Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) For the six months ended June 30, 2025, revenue grew 80% to **$5.96 million**, but net loss widened to **$1.56 million** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | **$3,148,209** | **$1,726,599** | **$5,960,152** | **$3,313,501** | | Gross Profit | $1,938,277 | $975,431 | $3,645,397 | $1,979,767 | | Loss from Operations | ($506,523) | ($606,425) | ($1,292,064) | ($1,061,804) | | Net Loss to Common Shareholders | ($665,534) | ($712,257) | ($1,563,842) | ($1,271,064) | | Basic and Diluted EPS | ($0.13) | ($0.14) | ($0.30) | ($0.25) | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 saw reduced cash used in operations to **$575,164**, increased cash from financing, and a period-end cash balance of **$514,259** | Cash Flow Activity (Six Months Ended June 30) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($575,164) | ($763,747) | | Net cash used in investing activities | $0 | ($304,000) | | Net cash provided by financing activities | $585,097 | $415,749 | | **Net Change in Cash** | **$37,385** | **($672,236)** | | Cash, End of Period | $514,259 | $310,025 | [Notes to the Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) Notes detail business segments, acquisitions, assets, equity, debt, and contingent liabilities, highlighting significant going concern uncertainty - The company operates in two segments: Business to Business (B2B) and Business to Consumer (B2C), organized by the nature of products, services, and customer types[27](index=27&type=chunk)[76](index=76&type=chunk) - The financial statements have been prepared on a going concern basis, but the company's recurring losses and need for additional financing raise substantial doubt about its ability to continue as a going concern[75](index=75&type=chunk) - The company has several contingent consideration liabilities from acquisitions, including potential earn-out payments for the BWPS, RevenueZen, and First Page acquisitions[143](index=143&type=chunk)[146](index=146&type=chunk)[148](index=148&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reports strong Q2 2025 revenue growth to **$3.1 million** driven by acquisitions, but recurring losses raise going concern doubt [Overview](index=29&type=section&id=Overview) Onfolio Holdings achieved **82%** Q2 2025 revenue growth to **$3.1 million** driven by acquisitions, narrowing operating loss - Q2 2025 revenue reached **$3.1 million**, an **82%** increase from Q2 2024, primarily due to the Eastern Standard and DDS Rank acquisitions[153](index=153&type=chunk) - Loss from operations improved to **($507,000)** in Q2 2025 from **($606,000)** in Q2 2024; excluding non-recurring items, the loss would have been significantly lower[154](index=154&type=chunk) - The company launched a new venture, Pace Generative LLC, in May 2025, expected to contribute to future revenue and profit[155](index=155&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Q2 2025 revenue grew **82%** with improved gross profit, while H1 revenue grew **80%** but operating expenses increased, widening operating loss | Revenue (Three Months Ended June 30) | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue, services | $2,062,603 | $993,166 | $1,069,437 | 108% | | Revenue, product sales | $1,085,606 | $733,433 | $352,173 | 48% | | **Total Revenue** | **$3,148,209** | **$1,726,599** | **$1,421,610** | **82%** | | Revenue (Six Months Ended June 30) | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue, services | $3,859,198 | $1,716,717 | $2,142,481 | 125% | | Revenue, product sales | $2,100,954 | $1,596,784 | $504,170 | 32% | | **Total Revenue** | **$5,960,152** | **$3,313,501** | **$2,646,651** | **80%** | - The increase in Selling, General and Administrative expenses for Q2 2025 was primarily due to higher advertising costs (**$391,000**), increased amortization (**$176,000**), and other G&A costs (**$93,000**)[166](index=166&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Recurring losses and negative cash flow raise substantial doubt about going concern, necessitating additional capital beyond **$514,259** cash on hand - The company's recurring losses and negative cash flows have led management and auditors to conclude that substantial doubt exists about its ability to continue as a going concern[195](index=195&type=chunk) - Net cash used in operating activities for the six months ended June 30, 2025, was **$575,164**, an improvement from **$763,747** in the same period of 2024[197](index=197&type=chunk) - Financing activities provided **$585,097** in cash during the first six months of 2025, mainly from the sale of Series A preferred stock[199](index=199&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable to the company - The company has indicated that this disclosure is not applicable[211](index=211&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective as of June 30, 2025, due to material weaknesses in internal financial controls - Management concluded that disclosure controls and procedures were not effective as of June 30, 2025[213](index=213&type=chunk) - Material weaknesses were identified in several areas of internal control over financial reporting[215](index=215&type=chunk)[219](index=219&type=chunk) - Ineffective review and documentation of manual journal entries due to small staff size - Ineffective controls over accounting for website design, implementation, and management revenues - Ineffective controls over accounting for impairment of goodwill/intangible assets and purchase accounting PART II [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is not aware of any material legal proceedings that would adversely affect its business or financial condition - The company reports no material legal proceedings[222](index=222&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) Key risks include a history of operating losses, substantial doubt about going concern, and the need for additional capital - The company has incurred operating losses since its inception and anticipates they will continue through at least 2025[224](index=224&type=chunk) - The company's independent registered public accounting firm has issued a going concern opinion, expressing substantial doubt about its ability to continue operations for the next twelve months[226](index=226&type=chunk) - Additional capital is required to fund the business plan and growth, with no assurance such financing will be available on acceptable terms[229](index=229&type=chunk)[231](index=231&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q2 2025, the company sold **5,200** shares of Series A preferred stock for **$130,000** through unregistered sales, relying on exemptions - In Q2 2025, the company sold **5,200** shares of Series A preferred stock for total proceeds of **$130,000**[232](index=232&type=chunk) [Item 3. Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None reported[234](index=234&type=chunk) [Item 4. Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[235](index=235&type=chunk) [Item 5. Other Information](index=42&type=section&id=Item%205.%20Other%20Information) CEO Dominic Wells' base salary was increased to **$240,000** annually, effective January 1, 2025, with no Rule 10b5-1 trading plan changes - CEO Dominic Wells' base salary was increased to **$240,000** per year, effective January 1, 2025[236](index=236&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including the CEO's employment agreement amendment and officer certifications

Core Insights - Onfolio Holdings Inc. has expanded its service offerings through its subsidiary Pace Generative LLC, introducing new à la carte services aimed at enhancing Generative Engine Optimization (GEO) for a wider range of clients [1][2] - The new services include Branded Mentions, Community Mentions, and GEO Audits, which are designed to deliver high-margin and impactful results, allowing businesses to engage with GEO strategies incrementally [2][3] - The CEO of Onfolio emphasized the importance of high authority branded mentions for improving brand visibility in large language models, and the role of community-driven platforms in establishing topical authority [3] Service Offerings - The newly introduced services are available on an à la carte basis, providing flexibility for businesses to adopt GEO strategies without committing to a full monthly retainer [2] - Branded Mentions are aimed at improving visibility across the web, while Community Mentions focus on platforms like Reddit, Quora, and LinkedIn to enhance topical authority [3] Company Background - Pace Generative LLC specializes in increasing brand visibility and traffic from AI answer engines using a combination of traditional content marketing, SEO, and proprietary methods [5] - Onfolio Holdings Inc. focuses on acquiring and scaling a diversified portfolio of digital companies with strong cash flows and long-term growth potential [6]

Core Insights - Onfolio Holdings Inc. announced that its subsidiary, Pace Generative LLC, partnered with ThriveCart to host a live webinar focused on Generative Engine Optimization (GEO) [1][2] - The webinar titled "How to 10X Your Traffic from ChatGPT" attracted nearly 200 live attendees, indicating a strong interest in GEO insights and solutions [2] - Pace Generative is positioning itself as a thought leader in the AI visibility space, assisting brands in enhancing their exposure through platforms like ChatGPT and Google's AI Overviews [3] Company Overview - Onfolio Holdings Inc. focuses on acquiring, operating, and scaling a diversified portfolio of digital companies, targeting businesses with strong cash flows and long-term growth potential [5] - ThriveCart is a leading sales platform that has powered 60,000 businesses, generating over $6 billion in lifetime sales, catering to digital course creators and online businesses [4] - Pace Generative employs a combination of traditional content marketing, SEO, and proprietary methods to optimize businesses for generative engine optimization [3]