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]

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 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. 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].

Core Insights - Onfolio Holdings Inc. reported its financial results for Q4 and the full year of 2024, marking a significant milestone with a positive net income for the first time as a publicly traded company [3][7] - The company achieved a revenue growth of 96% in Q4 2024 compared to the same period in the previous year, reaching $2.49 million [7] - Onfolio's CEO emphasized the company's commitment to growth and profitability, outlining goals for 2025 to build on the foundations laid in 2024 [4] Financial Highlights - Q4 2024 net income was recorded at $136,000, a significant improvement from a net loss of $900,000 in the prior year [7] - Total revenue for 2024 grew by 49% year-over-year to $7.82 million, up from $5.24 million in 2023 [7] - Gross profit for 2024 increased by 39% to $4.5 million compared to $3.24 million in 2023 [7] - Total operating expenses decreased by 44% to $7.05 million in 2024 from $12.54 million in 2023 [7] - The company reported a net loss to common shareholders of $2.15 million for 2024, an improvement of 77% from a loss of $9.43 million in 2023 [7] Operational Developments - Onfolio completed the acquisition of Eastern Standard, a digital web agency, in October 2024 [7] - The company launched a new Reg D offering for its Series A Preferred Shares in February 2025 to raise additional capital for future acquisitions [4] - Cash at the end of 2024 was reported at $0.48 million, down from $0.98 million at the end of 2023 [7] Strategic Focus - Onfolio aims to acquire and manage online businesses with stable cash flows and long-term growth potential [5] - The company is focused on reducing operating expenses and raising non-dilutive capital to support its growth strategy [4] - The management team believes that the progress made in 2024 sets a strong foundation for continued growth in 2025 [4]