Recent Corporate Highlights
Activated acquisition program and will target the acquisition of between $5 million and $10 million in aggregate annual adjusted EBITDA before the end of 2026.
Secured a $100 million equity financing facility in April 2026 to accelerate acquisition strategy.
Regained compliance with Nasdaq Listing Rule 5550(a)(2) as of May 1, 2026.
First Quarter 2026 Financial Highlights
Revenue was $1.87M vs. $2.81M in Q1 2025
Gross profit decreased 46% to $0.92M, or 49% of revenue, vs. $1.71M, or 61% of revenue, in Q1 2025
Total operating expenses decreased 30% to $1.75M vs. $2.49M in Q1 2025, primarily reflecting lower selling, general and administrative expenses as the Company continued shifting to an AI-driven operating model
Net loss was $1.92M (including a $0.67M non-cash loss on change in fair value of derivative liabilities, $0.37M in non-cash expenses, and a $0.07M non-cash loss on change in fair value of digital assets) vs. net loss of $0.81M in Q1 2025
Cash operating loss (excluding non-cash items) was $0.83M vs. loss of $0.79M in Q1 2025
EBITDA As Defined was $(0.50M) vs. $(0.19M) in Q1 2025
Cash at 3/31/26 was $0.84M vs. $2.18M at 12/31/25
"In the first quarter, we continued to execute our strategy while making deliberate decisions that reduced near-term revenue but materially improved our operating profile," commented Onfolio CEO Dominic Wells. "As a result of these improvements, our loss from operations was essentially flat. We accomplished this despite approximately $1 million less revenue than the previous year. There were two factors here. First, we reduced ad spend at Proofread Anywhere, which resulted in significantly fewer sales, but significantly improved our operating margin. Second, our B2B division had a 30% reduction in operating expenses as a result of our progress on the agency consolidation. The clearest example is RevenueZen, which we repositioned under our new AgencyCo structure with the business's operating expenses dropping by over 40% and operating margins nearly doubling, all while service quality held.
"This playbook is now being deployed across additional portfolio companies via the following framework: consolidate overhead, rebuild processes with AI, and focus the team on revenue-generating work. We believe this is what an AI-native operating model looks like in practice.
"We spent 2025 closing the gap to profitability, and now we're deploying capital to grow. Our recently announced $100 million equity facility gives us more optionality to move aggressively on acquisitions, plug each one into the AI infrastructure we've built, and continue compounding through our operating portfolio.
"In fact, our acquisition pipeline has meaningfully improved that we now currently target adding $5 million to $10 million in annual adjusted EBITDA via acquisition before year-end. Every business we acquire makes the next one easier and more accretive, because the AI infrastructure underneath the portfolio gets better with each addition.
"We expect to be announcing several significant updates with regards to acquisitions soon.
"Overall, our strategy remains the same: control parent company costs, grow portfolio cash flow, and acquire additional profitable businesses. What has changed is the position we are operating from. The balance sheet is stronger, the operating model is more efficient, and with more capital to deploy, we believe we have positioned the business for increased growth and value creation," concluded Wells.
Recent Business and Operational Highlights
Compounding Value Through Agency Acquisition: Published detailed examples of how the Company's portfolio creates value beyond simple addition through cross-referrals and shared infrastructure. Full report: https://onfolio.com/why-every-agency-we-buy-makes-the-others-more-valuable/
The AI Acquisition Playbook: AI is creating an attractive kind of dynamic for finding hidden value in online businesses right now. Full report: https://onfolio.com/ai-acquisition-playbook/
Evolved Deal Flow: Added capital infrastructure now enables pursuit of larger, higher-quality acquisitions ($1M–$10M+ EBITDA), with a pipeline representing $15–20M in potential EBITDA. Full report: https://onfolio.com/why-our-deal-flow-looks-different-now/
Digital Asset Holdings: Approximately $1.6M in digital assets as of March 31, 2026, consisting of 5.32 BTC, 320.42 ETH (288.09 staked), and 6,880.46 SOL (all staked), generating approximately 4% annualized staking yield.
For more detailed information regarding Onfolio's financial results, please see the Company's Form 10-Q and other SEC filings at investors.onfolio.com/filings.
Conference Call
Onfolio will hold a conference call on May 18, 2026, at 8:00 a.m. Eastern time to discuss its financial results for the first quarter ended March 31, 2026.
Date: Monday, May 18, 2026
Time: 8:00 a.m. Eastern time
Webcast Link: Here
Dial-In Link: Here
Toll-free dial-in number: 1-877-704-4453
International dial-in number: 1-201-389-0920
Conference ID: 13760433
Please call one of the conference telephone numbers 5-10 minutes prior to the start time, and an operator will register your name and organization. Alternatively, you can connect instantly to the event via the webcast link or dial-in link above.
Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), this press release contains the non-GAAP financial measure EBITDA. The Company defines EBITDA as Earnings Before Interest, Taxes, Depreciation and Amortization, plus change in fair value of digital assets, change in fair value of contingent consideration, and change in fair value of derivative liabilities, stock-based compensation and impairments.
The Company presents EBITDA because management uses this measure to evaluate the Company's operating performance, and believes it is helpful to investors as a supplement to, and not a substitute for, GAAP financial measures. EBITDA as defined by the Company may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
A reconciliation of EBITDA to the most directly comparable GAAP financial measure, net income (loss), is included in the financial tables accompanying this press release. Investors are encouraged to review the related GAAP financial measures and the reconciliation of EBITDA to those GAAP financial measures, and not to rely on any single financial measure to evaluate the Company's business.
About Onfolio Holdings
Onfolio Holdings Inc. (NASDAQ:ONFO) is an owner-operator of cash-generative online businesses. The Company acquires and operates profitable online businesses across diverse verticals, including marketing, education, and e-commerce, with a focus on sustainable cash flow and long-term value creation. Visit www.onfolio.com for more information.
Forward-Looking Statements
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "explores," "expects," "anticipates," "continues," "estimates," "projects," "intends," and similar expressions. Examples of forward-looking statements include, among others, statements we make regarding expected operating results, such as revenue growth and earnings, and strategy for growth and financial results.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing new customer offerings, changes in customer order patterns, changes in customer offering mix, continued success in technological advances and delivering technological innovations, delays due to issues with outsourced service providers, those events and factors described by us in Item 1A "Risk Factors" in our most recent Form 10-K and Form 10-Q; other risks to which our Company is subject; other factors beyond the Company's control. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Investor Contact
[email protected]
Onfolio Holdings, Inc.
Consolidated Balance Sheets
March 31
December 31
2026
2025
Assets
Current Assets:
Cash
$
841,804
$
2,175,223
Accounts receivable, net
418,423
476,578
Inventory
37,393
44,800
Prepaids and other current assets
235,648
227,224
Total Current Assets
1,533,268
2,923,825
Intangible assets
1,480,121
1,683,798
Goodwill
4,203,145
4,203,145
Investment in digital assets
1,613,642
2,263,471
Fixed Assets
2,995
3,423
Due from related party
97,003
95,189
Investment in unconsolidated joint ventures, cost method
59,000
188,007
Investment in unconsolidated joint ventures, equity method
2,098
-
Other assets
-
-
Total Assets
$
8,991,272
$
11,360,858
Liabilities and Stockholders Equity
Current Liabilities:
Accounts payable and other current liabilities
$
1,169,611
$
1,066,702
Dividends payable
-
121,789
Notes payable, current
391,614
487,658
Notes Payable - Related Party, current
1,096,385
1,153,080
Contingent consideration
119,186
164,382
Derivative liability
3,777,864
3,463,727
Convertible notes, net of discount
826,475
-
Deferred revenue
200,069
497,113
Total Current Liabilities
7,581,204
6,954,451
Notes payable
-
-
Notes payable - related parties
193,465
224,965
Convertible notes, net of discount
-
276,273
Due to joint ventures - long term
-
-
Total Liabilities
7,774,669
7,455,689
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $0.001 per value, 5,000,000 shares authorized
Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized, 169,460 and 134,460 issued and outstanding at December 31, 2025 and 2024
169
169
Common stock, $0.001 par value, 50,000,000 shares authorized, 5,127,395 and 5,107,395 issued and outstanding at December 31, 2024 and 2023
5,864
5,864
Additional paid-in capital
24,539,778
24,524,989
Accumulated other comprehensive income
101,309
91,110
Accumulated deficit
(24,789,976
)
(22,141,797
)
Total Onfolio Inc. stockholders equity
(142,856
)
2,480,335
Non-Controlling Interests
1,359,459
1,424,834
Total Stockholders' Equity
1,216,603
3,905,169
Total Liabilities and Stockholders' Equity
$
8,991,272
$
11,360,858
The accompanying notes are an integral part of these consolidated financial statements
Onfolio Holdings, Inc.
Consolidated Statements of Operations
For the Three Months Ended Mar 31,
2026
2025
Revenue, services
$
1,559,738
$
1,796,595
Revenue, product sales
307,127
1,015,348
Total Revenue
1,866,865
2,811,943
Cost of revenue, services
904,369
1,016,860
Cost of revenue, product sales
