Onfolio Holdings Files 8-K for Material Agreements & Asset Deals

TL;DR

Onfolio Holdings dropped an 8-K detailing asset deals, new debt, and equity sales. Big moves happening.

AI Summary

On October 18, 2024, Onfolio Holdings, Inc. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also created a direct financial obligation and an obligation under an off-balance sheet arrangement. Additionally, Onfolio Holdings reported unregistered sales of equity securities and made a Regulation FD disclosure.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential acquisitions or asset sales and new financial obligations, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Onfolio Holdings, Inc. (company) — Filer of the 8-K report
• 0001825452 (company) — Central Index Key for Onfolio Holdings, Inc.
• 2024-10-18 (date) — Date of Report and earliest event

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. As of the closing, the Company owns 70
• $1,250,000 — stern Standard Delaware in exchange for $1,250,000 payable pursuant to two secured promiss
• $410,000 — hich are 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
• $400,000 — ured promissory notes consist of: (i) a $400,000 promissory note made by Eastern Standar
• $850,000 — Short Term Promissory Note "); (ii) an $850,000 promissory note made by Eastern Standar
• $800,000 — 00,000 Promissory Note 10.2 Form of $800,000 Promissory Note 10.3 Form of Securi

Filing Documents

• onfo_8k.htm (8-K) — 43KB
• onfo_ex22.htm (EX-2.2) — 12KB
• onfo_ex101.htm (EX-10.1) — 28KB
• onfo_ex102.htm (EX-10.2) — 25KB
• onfo_ex103.htm (EX-10.3) — 71KB
• onfo_ex104.htm (EX-10.4) — 28KB
• onfo_ex991.htm (EX-99.1) — 9KB
• 0001654954-24-013186.txt ( ) — 409KB
• onfo-20241018.xsd (EX-101.SCH) — 6KB
• onfo-20241018_lab.xml (EX-101.LAB) — 16KB
• onfo-20241018_cal.xml (EX-101.CAL) — 1KB
• onfo-20241018_pre.xml (EX-101.PRE) — 12KB
• onfo-20241018_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 As previously reported, 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 agreed 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. As of the closing, the Company owns 70% of Eastern Standard Delaware in exchange for $1,250,000 payable pursuant to two secured promissory notes which are 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 owns an aggregate of 20% of Eastern Standard Delaware in exchange for $500,000 payable in cash. Eastern Standard Pennsylvania owns a 10% roll-over equity interest in Eastern Standard Delaware. A copy of the Asset Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference, along with Exhibits 10.1, 10.2, 10.3 and 10.4 , which are also incorporated herein by reference. 2

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. The Asset Purchase Agreement closed on October 18, 2024. Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, Eastern Standard Pennsylvania sold 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. As of the closing, the Company owns 70% of Eastern Standard Delaware in exchange for $1,250,000 payable pursuant to two secured promissory notes which are 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 owns an aggregate of 20% of Eastern Standard Delaware in exchange for $500,000 payable in cash. Eastern Standard Pennsylvania owns a 10% roll-over equity interest in Eastern Standard Delaware. A copy of the Closing Letter Agreement is attached hereto as Exhibit 2.2 and is incorporated herein 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. The secured promissory notes consist of: (i) a $400,000 promissory note made by Eastern Standard Delaware in favor of Eastern Standard Pennsylvania with an interest at 8% per annum providing for interest only payments with a balloon payment of principal and interest at the end of one hundred twenty (120) days (" Short Term Promissory Note "); (ii) an $850,000 promissory note made by Eastern Standard Delaware in favor of Eastern Standard Pennsylvania with an interest rate at 8% per annum providing for interest only payments with a balloon payment of principal and interest at the end of two yea

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 herein is incorporated into this Item 3.02 by reference.

01 Regulation FD

Item 7.01 Regulation FD On October 22, 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.

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. 3 (d) Exhibits. 2.1 Asset Purchase Agreement - Eastern Standard (incorporated by reference to the Company's Form 8-K filed on September 24, 2024) 2.2 Closing Letter Agreement 10.1 Form of $400,000 Promissory Note 10.2 Form of $800,000 Promissory Note 10.3 Form of Security Agreement 10.4 Form of Corporate Guarantee 99.1 Press release dated October 22, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL) 4

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: October 22, 2024 By: /s/ Dominic Wells Dominic Wells, Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR