Onfolio Holdings Inc.NASDAQ: ONFO

Onfolio Holdings Inc. Announces Q1 2026 Financial Results and Provides Corporate Update

· Issued by Onfolio Holdings Inc. via GlobeNewswire

Conference Call to Discuss Q1 2026 Results Scheduled for Today at 8:00 a.m. ET

WILMINGTON, Del., May 18, 2026 (GLOBE NEWSWIRE) -- Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (OTC: ONFOP) (“Onfolio” or the “Company”), an owner-operator of cash-generative online businesses, announces financial results for the first quarter ended March 31, 2026.

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

investors@onfolio.com

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

44,361

87,963

Total cost of revenue

948,730

1,104,823

Gross profit

918,135

1,707,120

Operating expenses

Selling, general and administrative

1,320,786

2,221,346

Professional fees

430,704

237,905

Acquisition costs

-

33,410

Impairment of goodwill and intangible assets

-

-

Total operating expenses

1,751,490

2,492,661

Loss from operations

(833,355

)

(785,541

)

Other income (expense)

Equity method income (loss)

2,098

909

Dividend income

2,223

2,250

Interest income (expense), net

(973,750

)

(100,720

)

Other income

3,607

4,983

Gain on change in fair value of digital assets

(674,157

)

-

Gain on change in fair value of contingent consideration

(6,672

)

54,173

Change in fair value of derivative liability

(71,392

)

-

Loss on investments

(129,007

)

Gain on sale of business

107,794

-

Total other income

(1,739,256

)

(38,405

)

Loss before income taxes

(2,572,611

)

(823,946

)

Income tax (provision) benefit

-

17,518

Net loss

(2,572,611

)

(806,428

)

Net income (loss) attributable to noncontrolling interest

51,492

12,041

Net loss attributable to Onfolio Holdings Inc.

(2,521,119

)

(794,387

)

Preferred Dividends

(127,060

)

(103,921

)

Net loss to common shareholders

$

(2,648,179

)

$

(898,308

)

Net loss per common shareholder

Basic and diluted

$

(0.45

)

$

(0.18

)

Weighted average shares outstanding

Basic and diluted

5,863,214

5,127,395

The accompanying notes are an integral part of these consolidated financial statements

CTA

10,199

(7,481

)

Comprehensinve loss

$

(2,637,980

)

$

(905,789

)

EBITDA Recon

Net Income/(Loss)

$

(2,572,611

)

$

(806,428

)

Interest

973,750

100,720

Taxes

-

-

Depreciation & Amortization

204,105

301,540

EBITDA

(1,394,756

)

(404,168

)

Change in FV of digital assets

674,157

-

Gain on change in fv of contingent consideration

6,672

(54,173

)

Change in FV of derivatives

71,392

-

Impairment losses

129,007

-

Stock Based compensation

14,789

272,930

Adjusted EBITDA

$

(498,739

)

$

(185,411

)

Onfolio Holdings, Inc.

Consolidated Statements of Stockholders' Equity

For the Three Months Ended March 31, 2026 and 2025

Preferred Stock,
$0.001 Par value

Common Stock,
$0.001 Par Value

Additional

Accumulated

Accumulated
Other

Non

Stockholders'

Shares

Amount

Shares

Amount

Paid-In Capital

Deficit

Comprehensive Income

Controlling Interest

Equity

Balance, December 31, 2025

169,460

169

5,863,214

5,864

24,524,989

(22,141,797

)

91,110

1,424,834

3,905,169

-

-

-

-

-

-

Stock-based compensation

-

-

-

-

14,789

-

-

-

14,789

Preferred dividends

-

-

-

-

-

(127,060

)

-

-

(127,060

)

Foreign currency translation

-

-

-

-

-

-

10,199

10,199

Distribution to non-controlling interest

(13,883

)

(13,883

)

Net loss

-

-

-

-

-

(2,521,119

)

-

(51,492

)

(2,572,611

)

Balance, March 31, 2026

169,460

$

169

5,863,214

$

5,864

$

24,539,778

$

(24,789,976

)

$

101,309

$

1,359,459

$

1,216,603

The accompanying notes are an integral part of these consolidated financial statements

Onfolio Holdings, Inc.

Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2026 and 2025

2026

2025

Cash Flows from Operating Activities

Net loss

$

(2,572,611

)

$

(806,428

)

Adjustments to reconcile net loss to net cash provided by operating activities:

Stock-based compensation expense

14,789

272,930

Equity method loss (income)

(2,098

)

(909

)

Dividends received from equity method investment

-

-

Depreciation expense

428

428

Amortization of debt discounts and debt issuance costs

139,576

-

Liquidation damages upon registration default

654,745

-

Amortization of intangible assets

203,677

301,112

Impairment of intangible assets

-

-

Gain on sale of subsidiary

-

-

Impairment of investments

129,007

-

Change in FV of contingent consideration

6,672

(54,173

)

Change in FV of derivative

71,392

-

Change in FV of digital assets

689,112

-

Earning on digital assets

(14,955

)

-

Net change in:

Accounts receivable

33,826

67,041

Inventory

7,407

18,849

Prepaids and other current assets

(8,424

)

(56,786

)

Accounts payable and other current liabilities

102,911

49,684

Due to joint ventures

(1,814

)

(1,855

)

Deferred revenue

(297,044

)

65,058

Due to related parties

-

-

Net cash used in operating activities

(843,404

)

(145,049

)

Cash Flows from Investing Activities

Cash paid to acquire businesses

-

-

Cash received for sale of subsidiary

-

-

Investments in joint ventures

-

-

Cash received for sale of digital assets

-

-

Investment in digital assets

-

-

Net cash used in investing activities

-

-

Cash Flows from Financing Activities

Proceeds from sale of Series A preferred stock

-

700,000

Proceeds from sale of common stock units

-

-

Proceeds from exercise of stock options

-

-

Payments of preferred dividends

(248,849

)

(99,250

)

Distributions to non-controlling interest holders

(13,883

)

(17,820

)

Proceeds from notes payable

-

-

Payments on note payables

(97,418

)

(176,624

)

Proceeds from convertible notes payable

-

-

Proceeds from notes payable - related parties

-

-

Payments on note payables - related parties

(88,196

)

-

Payments on contingent consideration

(51,868

)

(108,475

)

Net cash provided by financing activities

(500,214

)

297,831

Effect of foreign currency translation

10,199

36,459

Net Change in Cash

(1,333,419

)

189,241

Cash, Beginning of Period

2,175,223

476,874

Cash, End of Period

841,804

666,115

Cash Paid For:

Income Taxes

$

-

$

-

Interest

$

195,483

$

77,259

Non-cash transactions:

Dividends on preferred stock

$

127,060

$

103,921

Non-controlling interest issued for settlement of note payable

$

400,000

Settlement of contingent consideration

$

-

$

510,000

Digital assets received for settlement of accounts receivable

$

24,329

$

-

Establishment of derivative liability on conversion feature

$

-

The accompanying notes are an integral part of these consolidated financial statements

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