Onfolio Holdings Enters Material Agreement

TL;DR

Onfolio Holdings signed a big deal on 9/20/24. Details TBD.

AI Summary

Onfolio Holdings, Inc. entered into a material definitive agreement on September 20, 2024. The filing also includes financial statements and exhibits, and a Regulation FD disclosure. Specific details of the agreement and financial figures are not provided in this excerpt.

Why It Matters

This filing indicates a significant new agreement for Onfolio Holdings, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement and its terms introduces uncertainty.

Key Players & Entities

• Onfolio Holdings, Inc. (company) — Registrant
• September 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share ONFO Nasdaq Cap
• $2,160,000 — rchase price for the Business Assets is $2,160,000. At the closing, the Company will own 7
• $1,250,000 — stern Standard Delaware in exchange for $1,250,000 payable pursuant to two secured promiss
• $410,000 — will be guaranteed by the Company, and $410,000 of the Company's Series A Preferred Sha
• $500,000 — stern Standard Delaware in exchange for $500,000 payable in cash. Eastern Standard Penns

Filing Documents

• onfo_8k.htm (8-K) — 33KB
• onfo_ex21.htm (EX-2.1) — 110KB
• onfo_ex991.htm (EX-99.1) — 9KB
• 0001654954-24-012202.txt ( ) — 325KB
• onfo-20240920.xsd (EX-101.SCH) — 6KB
• onfo-20240920_lab.xml (EX-101.LAB) — 16KB
• onfo-20240920_cal.xml (EX-101.CAL) — 1KB
• onfo-20240920_pre.xml (EX-101.PRE) — 12KB
• onfo-20240920_def.xml (EX-101.DEF) — 4KB
• onfo_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Asset Purchase Agreement - Eastern Standard LLC On September 20, 2024, Eastern Standard LLC (" Eastern Standard Delaware "), a Delaware limited liability company and Onfolio Holdings Inc.'s (the " Company ") majority owned subsidiary, entered into an Asset Purchase Agreement (" Asset Purchase Agreemen t") with Eastern Standard, LLC (" Eastern Standard Pennsylvania "), a Pennsylvania limited liability company, Mark Gisi, James Keller and Vincent Giordano. Pursuant to the Asset Purchase Agreement, Eastern Standard Delaware will purchase from Eastern Standard Pennsylvania all of Eastern Standard Pennsylvania's assets utilized in the operation of its business of providing digital marketing services, including integrated branding, and digital customer experiences (the " Business Assets "). Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, Eastern Standard Pennsylvania will to sell to Eastern Standard Delaware the Business Assets, all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the Business Assets is $2,160,000. At the closing, the Company will own 70% of Eastern Standard Delaware in exchange for $1,250,000 payable pursuant to two secured promissory notes which will be guaranteed by the Company, and $410,000 of the Company's Series A Preferred Shares. The entities comprising the Company's special purpose vehicle funding program will own an aggregate of 20% of Eastern Standard Delaware in exchange for $500,000 payable in cash. Eastern Standard Pennsylvania will own a 10% roll-over equity interest in Eastern Standard Delaware. The Asset Purchase Agreement includes customary representations, warranties and covenants by the parties and the closing of the Asset Purchase Agreement is subject to customary closing conditions. A copy of the Asset Purchase Agreement is attached hereto as Exhibit 2.1 and is incorp

01 Regulation FD

Item 7.01 Regulation FD On September 24, 2024, the Company issued a press release announcing its entry into the Asset Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 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. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 2.1 Asset Purchase Agreement - Eastern Standard 99.1 Press release dated September 24, 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: September 24, 2024 By: /s/ Dominic Wells Dominic Wells, Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR