Earnings release
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Onfolio Holdings Announces Third Quarter 2025 Financial Results andProvides Corporate Update November 17, 2025 WILMINGTON, Del., Nov. 17, 2025 (GLOBE NEWSWIRE) --Onfolio Holdings Inc.(Nasdaq: ONFO, ONFOW)(OTC: ONFOP) (the "Company" or "Onfolio"), a company that acquires and manages a portfolio of digitalmarketing and online education businesses, announces financial results for the third quarter endedSeptember 30, 2025. "Our most recent quarterly results demonstrate the continued effectiveness of our optimization and growthstrategies to drive disciplined execution and performance," said Onfolio CEO Dom Wells. "We continued tomake healthy progress across key metrics in the third quarter, while further advancing strategic goals for ourhigh-growth potential portfolio companies." Third Quarter 2025 Financial Highlights Total revenue increased 36.3% to $2.74M vs. $2.01M for the same period in the prior year and decreased12.9% from $3.15M in Q2 of 2025.Gross profit increased 46.9% to $1.77M, or 64.6% of total revenue, vs. $1.21M, or 59.9% of total revenue,for the same period in the prior year and decreased 8.6% from $1.94M, or 61.6% of total revenue, in Q2 of2025.Total operating expenses increased 32.7% to $2.04M vs. $1.54M for the same period in the prior year anddecreased 16.6% from $2.44M in Q2 of 2025.Net loss increased 82.1% to $0.6M vs. $0.3M for the same period in the prior year and increased 17.1%from $0.5M in Q2 of 2025.Cash was $0.40M vs. $0.48M at the end of 2024. Commenting on the third quarter financials, Wells stated, "We continue to pursue both topline growth andoperating loss improvements every quarter. This quarter we saw good progress in our operating losses,especially if you remove non-cash expenses. Loss from operations was $(268,000) for the quarter, comparedwith $(331,000) in Q3 2024 and $(507,000) in Q2 2025. Of this amount, $301,000 represented amortizationfrom acquisitions and $21,000 was stock-based compensation." Recent Operational Highlights Completed $1 million financingat a premium to market price on October 27, 2025, to strengthen balancesheet and support growth initiatives ahead of the Company's next strategic evolution.The Company's AI marketing subsidiary, Pace Generative, continues to onboard new clients and buildthought-leadership through its advisory board.Launched a strategic partnership programto empower content creators to scale faster with expertsupport and marketing on a performance-based revenue share model. Discussing the recent operational highlights, Wells commented, "We continue to drive progress across ourportfolio, consistently find ways to better leverage current capabilities and capture new growth opportunitiesin the ever-evolving digital landscape. "Our recently launched partnership program for course creators generated strong demand, and we plan tobuild out more of a dedicated team to meet that demand over the coming months. Pace Generative has alsomade significant strides since launching at the end of Q2, as we are showcasing demonstrable value withenterprise customers and already expanding services. "We remain highly committed to reaching profitability, and our recent $1MM raise allows us to extend ourrunway while also investing in growth of the existing portfolio, both of which are critical for achieving thatgoal," concluded Wells. For more detailed information regarding Onfolio's financial results, please see the Company's latest 10-Q orother SEC filings athttps://investors.onfolio.com/filings. About Onfolio HoldingsOnfolio acquires and manages a diversified portfolio of online businesses. Onfolio acquires business that meetits investment criteria, being that such businesses operate in sectors with long-term growth opportunities,have positive and stable cash flows, face minimal threats of technological or competitive obsolescence andcan be managed by our existing team or have strong management teams largely in place. The Companyexcels at finding acquisition opportunities where the seller has not fully optimized their business, andOnfolio's experience and skillset allows it to add increased value to these existing businesses.
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Visitwww.onfolio.comfor more information. Forward-Looking StatementsThe information posted in this release may contain forward-looking statements within the meaning of thePrivate 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 makeregarding expected operating results, such as revenue growth and earnings, and strategy for growth andfinancial results. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, theyare 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 futureconditions. Because forward-looking statements relate to the future, they are subject to inherentuncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside ofour control. Our actual results and financial condition may differ materially from those indicated in theforward-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 thoseindicated in the forward-looking statements include, among others, the following: general economic andbusiness conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes intechnology and methods of marketing, delays in completing new customer offerings, changes in customerorder patterns, changes in customer offering mix, continued success in technological advances and deliveringtechnological innovations, delays due to issues with outsourced service providers, those events and factorsdescribed by us in Item 1A "Risk Factors" in our most recent Form 10-K and Form 10-Q; other risks to whichour Company is subject; other factors beyond the Company's control. Any forward-looking statement madeby us in this press release is based only on information currently available to us and speaks only as of the dateon which it is made. We undertake no obligation to publicly update any forward-looking statement, whetherwritten or oral, that may be made from time to time, whether as a result of new information, futuredevelopments or otherwise. Investor Contactinvestors@onfolio.com Onfolio Holdings, Inc. Consolidated Balance Sheets September 30 December 31 2025 2024 Assets Current Assets: Cash $401,972$476,874 Accounts receivable, net 718,585 755,804 Inventory 17,532 65,876 Prepaids and other current assets 196,392 138,007 Total Current Assets 1,334,481 1,436,561 Intangible assets 2,419,874 3,323,211 Goodwill 4,203,145 4,210,557 Fixed Assets 3,851 5,135 Due from related party 86,209 126,530 Investment in unconsolidated joint ventures, cost method 188,007 213,007 Investment in unconsolidated joint ventures, equity method - 268,231 Deferred offering costs 30,000 - Other assets 23,252 9,465 Total Assets $8,288,819$9,592,697 Liabilities and Stockholders Equity Current Liabilities: Accounts payable and other current liabilities $1,233,330$969,068
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Dividends payable 122,210 100,797 Notes payable, current 548,667 312,634 Notes Payable - Related Party, current 390,000 790,000 Contingent consideration 177,700 981,591 Deferred revenue 276,461 589,913 Total Current Liabilities 2,748,368 3,744,003 Notes payable 721,350 450,000 Notes payable - related parties 1,084,965 1,049,000 Due to joint ventures - long term - - Total Liabilities 4,554,683 5,243,003 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, 170,460 and 134,460 issued and outstanding at September 30, 2025 and December 31, 2024 170 134 Common stock, $0.001 par value, 50,000,000 shares authorized, 5,127,395 issued and outstanding at September 30, 2025 December 31, 2024 5,128 5,128 Additional paid-in capital 23,636,66222,316,751 Accumulated other comprehensive income 91,190 68,105 Accumulated deficit (21,486,937)(19,078,287) Total Onfolio Inc. stockholders equity 2,246,213 3,311,831 Non-Controlling Interests 1,487,923 1,037,863 Total Stockholders' Equity 3,734,136 4,349,694 Total Liabilities and Stockholders' Equity $8,288,819$9,592,697 The accompanying notes are an integral part of these consolidated financial statements Onfolio Holdings, Inc. Consolidated Statements of Operations For the Three Months Ended Sept 30, For the Nine Months Ended Sept 30, 2025 2024 2025 2024 Revenue, services $1,878,367$1,110,095$5,737,565$2,826,812 Revenue, product sales 863,666 901,6772,964,6202,498,461 Total Revenue 2,742,0332,011,772 8,702,1855,325,273 Cost of revenue, services 884,964 666,451 2,971,3131,590,675 Cost of revenue, product sales 85,869 139,647 314,275 549,157 Total cost of revenue 970,833 806,0973,285,5882,139,831 Gross profit 1,771,2001,205,674 5,416,597 3,185,441 Operating expenses Selling, general and administrative 1,827,7541,319,743 6,115,8963,856,582 Professional fees 208,562 193,611 792,208 595,056 Acquisition costs 2,952 18,979 68,625 122,266 Impairment of goodwill and intangible assets - 4,678 - 4,678 Total operating expenses2,039,2681,537,011 6,976,7294,578,582 Loss from operations (268,068) (331,337)(1,560,132)(1,393,141)
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Other income (expense) Equity method income (loss) - 657 767 (5,560) Dividend income 7,542 5,844 17,463 5,844 Interest income (expense), net (107,697) (20,126) (281,019) (60,564) Other income (312,879) 1,344 (287,150) 2,934 Gain on change in fair value of contingent consideration 55,334 - 126,046 - Impairment of investments - - - - Gain on sale of business - - - - Total other income (357,700) (12,281) (423,893) (57,346) Loss before income taxes (625,768) (343,618)(1,984,025)(1,450,487) Income tax (provision) benefit - - 17,390 - Net loss (625,768) (343,618)(1,966,635)(1,450,487) Net loss attributable to noncontrolling interest (74,936) 8,043 (98,060) 9,961 Net loss attributable to Onfolio Holdings Inc. (700,704) (335,575)(2,064,695)(1,440,526) Preferred Dividends (144,105) (87,720) (343,956) (253,833) Net loss to common shareholders $(844,809)$(423,295)$(2,408,651)$(1,694,359) Net loss per common shareholder Basic and diluted $ (0.16)$(0.08)$ (0.47)$ (0.33) Weighted average shares outstanding Basic and diluted 5,127,3955,127,395 5,127,395 5,114,767 The accompanying notes are an integral part of these consolidated financial statements Onfolio Holdings, Inc. Consolidated Statements of Stockholders' Equity For the Three and Nine Months Ended September 30, 2025 and 2024 Preferred Stock, $0.001 Par value Common Stock, $0.001 Par Value Additional Accumulated Accumulated Other Non Stockholders' SharesAmountSharesAmount Paid-In Capital Deficit Comprehensive Income Controlling Interest Equity Balance, December 31, 2024 134,460$1345,127,395$5,128$22,316,751$(19,078,287) $ 68,105$1,037,863$4,349,694 Sale of preferred stock for cash 28,000 28 - - 699,972 - - - 700,000 Preferred stock and common stock options issued for payment of contingent consideration2,800 3 - - 169,997 - - - 170,000 Stock-based compensation - - - - 272,930 - - - 272,930
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Payment of note payble by NCI - - - - - - - 400,000 400,000 Preferred dividends - - - - - (103,921) - - (103,921) Foreign currency translation - - - - - - 29,047 - 29,047 Distribution to non- controlling interest - - - - - - - (17,820) (17,820) Net loss - - - - - (794,387) - (12,041) (806,428) Balance, March 31, 2025 165,260 1655,127,3955,12823,459,650(19,976,595) 97,1521,408,002 4,993,502 Sale of preferred stock for cash 5,200 5 - - 129,995 - - - 130,000 Stock-based compensation - - - - 26,013 - - - 26,013 Preferred dividends - - - - - (95,930) - - (95,930) Foreign currency translation - - - - - - (9,007) - (9,007) Distribution to non- controlling interest - - - - - - - (19,860) (19,860) Net loss - - - - - (569,604) - 35,165 (534,439) Balance, June 30, 2025 170,460 1705,127,3955,12823,615,658(20,642,129) 88,1451,423,307 4,490,279 Sale of preferred stock for cash - - - - - - - - - Stock-based compensation - - - - 21,004 - - - 21,004 Preferred dividends - - - - - (144,105) - - (144,105) Foreign currency translation - - - - - - 3,045 - 3,045 Distribution to non- controlling interest - - - - - - - (10,320) (10,320) Net loss - - - - - (700,704) - 74,936 (625,768) Balance, September 30, 2025 170,460$1705,127,395$5,128$23,636,662$(21,486,938) $ 91,190$1,487,923$3,734,135 Balance, December 31, 2023 92,260 935,107,3955,10821,107,311(16,957,854) 182,465 - 4,337,123 Acquisition of Business 17,000 17 - - 484,983 - - 126,000 611,000 Sale of preferred stock for cash 400 - - - 10,000 - - - 10,000 Stock-based compensation - - - - 17,887 - - - 17,887
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Preferred dividends - - - - - (81,645) - - (81,645) Foreign currency translation - - - - - - (39,134) - (39,134) Distribution to non- controlling interest - - - - - - - - - Net loss - - - - - (477,162) - (1,918) (479,080) Balance, March 31, 2024 109,660 1105,107,3955,10821,620,181 (17,516,661) 143,331 124,082 4,376,151 Acquisition of Business 8,000 8 - - 199,992 - - 200,000 400,000 Stock-based compensation - - - - 27,510 - - - 27,510 Common stock issued for exercise of options - -20,000 20 (20) - - - - Preferred dividends - - - - - (84,468) - - (84,468) Foreign currency translation - - - - - - 15,778 - 15,778 Distribution to non- controlling interest - - - - - - - (3,600) (3,600) Net loss - - - - - (627,789) - (1,254) (629,043) Balance, June 30, 2024 117,660 1185,127,3955,12821,847,663(18,228,918) 159,109 319,228 4,102,328 Sale of preferred stock for cash 400 - - - 10,000 - - - 10,000 Cash received from exercise of options - - - - 12,960 - - - 12,960 Stock-based compensation - - - - 6,638 - - - 6,638 Preferred dividends - - - - - (87,720) - - (87,720) Foreign currency translation - - - - - - (53,502) - (53,502) Distribution to non- controlling interest - - - - - - - (7,800) (7,800) Net loss - - - - - (335,575) - (8,043) (343,618) Balance, September 30, 2024 118,060$1185,127,395$5,128$21,877,261$(18,652,213) $ 105,607$303,385$3,639,286 The accompanying notes are an integral part of these consolidated financial statements Onfolio Holdings, Inc.
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Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2025 and 2024 2025 2024 Cash Flows from Operating Activities Net loss $(1,966,635)$(1,450,487) Adjustments to reconcile net loss to net cash provided by operating activities: Stock-based compensation expense 319,947 52,035 Amortization of debt discount and debt issuance costs 29,381 - Equity method loss (income) (767) 5,560 Impairment of equity method investment 293,998 - Dividends received from equity method investment - - Amortization of intangible assets 903,337 431,781 Depreciation expense 1,284 - Impairment of intangible assets - 4,678 Change in FV of contingent consideration (126,046) - Net change in: Accounts receivable 37,219 (136,594) Inventory 48,344 37,307 Prepaids and other current assets (72,172) (20,170) Accounts payable and other current liabilities 264,262 292,897 Due to joint ventures 40,321 24,958 Deferred revenue (313,452) 61,319 Due to related parties - - Net cash used in operating activities (540,979) (696,716) Cash Flows from Investing Activities Cash paid to acquire businesses - (255,000) Investments in unconsolidated entities - (49,000) Investment in cryptocurrency - - Net cash used in investing activities - (304,000) Cash Flows from Financing Activities Proceeds from sale of Series A preferred stock 830,000 20,000 Proceeds from exercise of stock options - 12,960 Payment of deferred offering costs (30,000) - Payments of preferred dividends (322,543) (234,596) Distributions to non-controlling interest holders (48,000) (11,400) Proceeds from notes payable 593,371 732,300 Payments on note payables (455,369) (238,046) Payments on acquisition note payables - - Proceeds from notes payable - related parties 35,965 200,000 Payments on note payables - related parties - (1,000) Payments on contingent consideration (167,845) - Net cash provided by financing activities 435,579 480,218 Effect of foreign currency translation 30,496 (98,520) Net Change in Cash (74,904) (619,018) Cash, Beginning of Period 476,874 982,261 Cash, End of Period 401,970$363,243 Cash Paid For: Income Taxes $ -$ - Interest $153,258$60,564 Non-cash transactions: Preferred dividends accrued $343,956$253,833 Notes payable issued for asset acquisitions $ -$640,000 Preferred stock issued for acquisitions $ -$625,000 Contingent consideration issued for acquisition $ -$1,869,000
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Common stock issued for acquisitions $ -$60,000 Non-controlling interest for acquisition - $126,000 Settlement of contingent consideration $510,000$ - Non-controlling interest issued for settlement of note payable $400,000$ - Common stock issued for conversion of stock options $ - - The accompanying notes are an integral part of these consolidated financial statements