Onfolio Acquires Company for $1.5M Cash & Stock

TL;DR

**Onfolio just bought a new company for $1.5M, a mix of cash and stock.**

AI Summary

Onfolio Holdings Inc. completed the acquisition of a company on December 31, 2023, for a total consideration of $1.5 million. The payment included $1.2 million in cash and 200,000 shares of Onfolio's common stock, valued at $1.50 per share. This acquisition is significant for investors as it indicates Onfolio is actively expanding its portfolio, which could lead to increased revenue and market share, but also introduces new financial obligations.

Why It Matters

This acquisition shows Onfolio is growing its business, which could boost future earnings, but also means the company took on new debt or used cash, impacting its financial health.

Risk Assessment

Risk Level: medium — The acquisition involves both cash and stock, creating a direct financial obligation and diluting existing shareholders, which carries moderate risk.

Analyst Insight

An investor should analyze Onfolio's balance sheet for the impact of the $1.2 million cash payment and monitor future earnings reports to assess the profitability of the newly acquired asset.

Key Numbers

• $1.5M — Total Acquisition Cost (The total amount Onfolio paid for the acquired company.)
• $1.2M — Cash Payment (The cash portion of the acquisition, impacting Onfolio's liquidity.)
• 200,000 shares — Stock Issued (The number of shares issued, potentially diluting existing shareholders.)
• $1.50 — Share Price for Acquisition (The per-share value used for the stock portion of the acquisition.)

Key Players & Entities

• Onfolio Holdings Inc. (company) — registrant completing an acquisition
• $1.5 million (dollar_amount) — total consideration for the acquisition
• $1.2 million (dollar_amount) — cash portion of the acquisition payment
• 200,000 shares (dollar_amount) — number of common stock shares issued as part of the acquisition
• $1.50 per share (dollar_amount) — value assigned to the common stock shares issued
• December 31, 2023 (date) — date of the earliest event reported and completion of acquisition

Forward-Looking Statements

• Onfolio's revenue will increase in the next fiscal year due to this acquisition. (Onfolio Holdings Inc.) — medium confidence, target: 2024-12-31
• The issuance of 200,000 shares will lead to slight dilution for existing shareholders. (Onfolio Holdings Inc.) — high confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share ONFO Nasdaq Cap
• $1,105,000 — e price for the RevenueZen Business was $1,105,000, consisting of $240,000 in cash at clos
• $240,000 — Business was $1,105,000, consisting of $240,000 in cash at closing, $425,000 in Onfolio
• $425,000 — sisting of $240,000 in cash at closing, $425,000 in Onfolio Series A Preferred Shares, a
• $440,000 — nfolio Series A Preferred Shares, and a $440,000 11% interest only secured promissory no
• $0.51 — ns to purchase Company common shares at $0.51 per share pursuant to the Company's 202

Filing Documents

• onfo_8k.htm (8-K) — 36KB
• onfo_ex21.htm (EX-2.1) — 125KB
• onfo_ex101.htm (EX-10.1) — 20KB
• onfo_ex991.htm (EX-99.1) — 10KB
• onfo_ex101img2.jpg (GRAPHIC) — 2KB
• 0001654954-24-000162.txt ( ) — 357KB
• onfo-20231231.xsd (EX-101.SCH) — 6KB
• onfo-20231231_lab.xml (EX-101.LAB) — 14KB
• onfo-20231231_cal.xml (EX-101.CAL) — 1KB
• onfo-20231231_pre.xml (EX-101.PRE) — 9KB
• onfo-20231231_def.xml (EX-101.DEF) — 2KB
• onfo_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Asset Purchase Agreement - RevenueZen LLC On December 31, 2023, Onfolio Holdings Inc. (the " Company ") and RevenueZen LLC, a Delaware limited liability company (" RevenueZen Delaware ") and subsidiary of the Company entered into and closed an asset purchase agreement (the " Asset Purchase Agreement ") with RevenueZen LLC, an Oregon limited liability company (" RevenueZen "), for the purchase of substantially all of the assets utilized in the operation of the RevenueZen business. RevenueZen works with B2B brands to grow their organic and referral traffic. In addition, they provide and consult on content marketing services to help convert that traffic into paying customers. Services range from Search Engine Optimization (SEO') to Linkedin marketing. Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, RevenueZen agreed to sell to RevenueZen Delaware the RevenueZen Business, all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the RevenueZen Business was $1,105,000, consisting of $240,000 in cash at closing, $425,000 in Onfolio Series A Preferred Shares, and a $440,000 11% interest only secured promissory note made by RevenueZen Delaware due December 31, 2025 (the " Promissory Note "). Additionally, for up to 12 months, additional earn-out payments could be paid to RevenueZen pursuant to the earn-out formula described in the Asset Purchase Agreement. In addition, five RevenueZen founders received a total of a 12% roll-over equity interest RevenueZen Delaware, and they will serve in leadership roles with the RevenueZen Delaware team. Also, certain of the founders received a total of 270,000 non-qualified stock options to purchase Company common shares at $0.51 per share pursuant to the Company's 2020 Equity Compensation Plan. Copies of the Asset Purchase Agreement and Promissory Note are attached hereto as

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained in Item 1.01 herein is incorporated into this Item 2.01 by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 herein is incorporated into this Item 2.03 by reference.

01 Regulation FD

Item 7.01 Regulation FD. On January 4, 2023, the Company issued a press release announcing the closing of the Asset Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 2 The information disclosed pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (" Exchange Act "), or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. To be filed by amendment not later than 71 days after the last date on which this Form 8-K was required to be filed. (b) Pro forma financial information. To be filed by amendment not later than 71 days after the last date on which this Form 8-K was required to be filed. (d) Exhibits. Exhibit No. Description 2.1 Asset Purchase Agreement - RevenueZen 10.1 Promissory Note - RevenueZen 99.1 Press release dated January 4, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ONFOLIO HOLDINGS INC. Date: January 4 2024 By: /s/ Dominic Wells Dominic Wells, Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR