Onfolio Holdings, Inc 10-K

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following selected financial information is derived from our historical financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere within this Report on Form 10-K and the “Forward-Looking Statements” explanation included elsewhere herein. Recent Developments Satisfaction of Note In February 2025, the cash payment required to satisfy the obligations under the $400K short term Eastern Standard Promissory Note related to the Eastern Standard acquisition was provided by the OA SPVs. As a result, the ownership structure of Eastern Standard Delaware was adjusted, with the OA SPVs increasing its aggregate ownership percentage to 38%, while the Company’s ownership interest was adjusted to 53%. The 10% roll-over equity interest held by Eastern Standard Pennsylvania founders remains unchanged. Launch of Pace Generative In June 2025, the Company launched Pace Generative LLC ("Pace Generative"), a wholly-owned Delaware limited liability company and dedicated Generative Engine Optimization ("GEO") agency. Pace Generative helps brands achieve visibility in AI-generated search results and answers across platforms such as ChatGPT, Google AI Overviews, and Perplexity. The agency provides services including question-driven content development, AI-optimized site structure, language and topic alignment, and strategic publishing targeting sectors where authoritative content is critical, including healthcare, finance, law, education, consulting, and B2B services. The Company holds a 100% ownership stake in Pace Generative. Private Offerings In October 2025, the Company completed a private placement of common stock units, for aggregate gross proceeds of approximately $1,000,000 and the issuance of 735,819 shares of the Company's common stock, par value $0.001 per share, and warrants to purchase an additional 735,819 shares of common stock at an exercise price of $2.50 per share. The warrants are exercisable beginning on October 23, 2025 and expire on August 30, 2027. During the year ended December 31, 2025, the Company sold 32,200 shares of Series A preferred stock for $805,000 in cash proceeds. Additionally, in February 2025, the Company issued $70,000 in Series A preferred stock to the sellers of RevenueZen in connection with a contingent consideration payment. Securities Purchase Agreement On November 17, 2025, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain buyers, pursuant to which the Company agreed to sell an aggregate principal amount of $6,000,000 in Senior Secured Convertible Notes (the "Senior Secured Notes”), convertible into shares of the Company's common stock, and rights to receive common stock. Under the terms of the Securities Purchase Agreement, the net proceeds from the sale of the $6.0M in Senior Secured Notes are allocated as follows: 50% for Bitcoin (BTC) or other cryptocurrency acquisitions as reserve assets; and 50% for working capital. The Senior Secured Notes mature on November 17, 2027 and are convertible at a conversion price of $0.984 per share, subject to certain adjustments (See Note 11). As a result of events of default, the Senior secured notes are currently convertible at 85% of the lowest VWAP of our common stock of any trading day during the twenty (20) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice. The Senior Secured Notes are senior obligations of the Company and are secured by all assets of the Company and its subsidiaries. As of December 31, 2025, the Company received $2,322,500 in cash proceeds and $2,447,500 in the form of digital assets purchased from the Senior Secured Notes. Subject to the terms and conditions of the Securities Purchase Agreement, the Company may require each buyer to participate in one or more additional closings for the purchase by such buyer and the sale by the Company, of (a) with respect to the First Additional Closing (as defined below), additional Senior Secured Notes in the aggregate original principal amount of $2,000,000, or such other amount as the Company and each Buyer shall mutually agree in writing (such closing of the purchase of such Senior Secured Notes, the “First Additional Closing”), and (b) with respect to any Subsequent Additional Closing (as defined below), Senior Secured Notes with an aggregate original principal amount for all Subsequent Additional Closings not to exceed $292,000,000, or such other amount as the Company and each Buyer shall mutually agree in writing (each such closing of the purchase of such Senior Secured Notes, a “Subsequent Additional Closing”). 50 Table of Contents Right to Receive Common Stock On November 17, 2025, the Company issued to the buyers the Rights to Receive Common Stock (“ Rights ”), exercisable for the Right Amount (as defined below) in shares of Common Stock. The Rights shall be exercisable between November 17, 2025, and May 17, 2033. “Right Amount” means the underlying value of this Right, which initially shall be zero and shall increase on each calendar day on or after November 17, 2025, through and including, May 17, 2033, by the Right Daily Incremental Amount, which is 1/360th of 2% of the average value of the Company's digital assets and any accrued and unpaid late charges related thereto. Buyers may exercise the accrued Right Amount, at the times described in the Rights, in whole or in part, at the conversion prices described in the Right. Registration Rights Agreement On November 17, 2025, the Company also entered into a registration rights agreement with the Buyers (the “Registration Rights Agreement”), which provides, subject to certain limitations, the Buyers with certain registration rights for the shares of Common Stock issuable upon conversion of the Senior Secured Notes and exercise of the Rights. The Registration Rights Agreement requires the Company to prepare and file a registration statement with the U.S. Securities and Exchange Commission within 30 days after the issuance of the Senior Secured Notes to register the resale of the shares underlying the Senior Secured Notes and the Rights and cause such registration statement to be declared effective within 60 days after the issuance of the Senior Secured Notes. In the event that the Company fails to file the registration statement by the prescribed deadline or such registration statement is not declared effective by the prescribed deadline or the Company fails to maintain the effectiveness of such registration statement, then the Company shall pay to each holder of registrable securities relating to such registration statement an amount in cash equal to two percent (2.0%) of such investor’s original principal amount stated in such investor’s Note. Digital Assets Treasury During the fourth quarter of 2025, as part of a financing and balance-sheet decision based upon the terms of the Securities Purchase Agreement, the Company acquired approximately $2.4 million in digital assets, consisting of Bitcoin ("BTC"), Ether ("ETH"), and Solana ("SOL"). As of December 31, 2025, the Company's digital asset holdings had a total fair value of approximately $2.3 million, consisting of 5.32 BTC, 318.33 ETH (of which 288.16 are staked), and 6,786.17 SOL (all staked). Digital assets are accounted for at fair value under ASC 350-60, with changes in fair value recognized in the consolidated statement of operations. For additional detail, see Note 8 - Digital Assets. Overview Onfolio Holdings Inc. acquires controlling interests in and actively manages small online businesses that we believe (i) operate in sectors with long-term growth opportunities, (ii) have positive and stable cash flows, (iii) face minimal threats of technological or competitive obsolescence and (iv) can be managed by our existing team or have strong management teams largely in place. Through the acquisition and growth of a diversified group of online businesses with these characteristics, we believe we offer investors in our shares an opportunity to diversify their own portfolio risk. Onfolio Holdings Inc. was incorporated on July 20, 2020 under the laws of Delaware to acquire and develop high-growth and profitable online businesses. Unless the context otherwise requires, all references to “our Company,” “we,” “our” or “us” and other similar terms means Onfolio Holdings Inc., a Delaware corporation, and our wholly owned subsidiaries. In 2025, revenue increased 36.5% compared to 2024, while cost of revenue increased 29.6%, resulting in gross margin expansion of 2.1%. Despite this improvement, loss from operations increased 12% to ~$2.8M in 2025 from ~$2.5M in 2024. The increase in operating loss was driven in large part due to an impairment of intangible assets increase of $320K, an amortization of intangibles increase of $290K, and a stock-based compensation increase of $184K, totaling a $794K increase in non-cash expenses compared to 2024. Excluding these non-cash expenses, operating loss improved from $1.42M in 2024, to $0.88M in 2025, an improvement of 38.3%. In addition, 2025 included approximately $175Kof one-time professional fees, including costs associated with the 2023 re-audit, that management does not currently expect to recur at the same level in 2026. Our EBITDA As Defined in 2025 was $151,207, compared to $(587,651) in 2024, which increased in 2025 as a result of our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024. EBITDA As Defined is a Non-GAAP financial measure . Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information and limitations regarding these non-GAAP financial measures, including a reconciliation to the comparable U.S. GAAP financial measure. We finished the year with $2.17M in cash, vs $0.47M at the end of 2024, and subsequent to December 31, 2025, We have utilized approximately $500K in cash primarily for regular business operations, audit fees, and legal and professional fees. 51 Table of Contents On a quarterly basis, Q4 2025 saw revenue decrease year-over-year from $2.5M to $2.0M, and loss from operations increase from $1.11M in Q4 2024 to $1.26M. However, excluding non-cash expenses, operating loss improved by 53% to $0.46M, compared $0.97M in Q4 2024. At the portfolio level, 2025 was our first full year owning Eastern Standard, which is one of our largest businesses. In the first half of the year, the focus was on integrating that company, building its cash reserves, and positioning it for future growth. In the second half of the year, the Eastern Standard team began to take a larger role across our agency portfolio, helping to support DDSRank, RevenueZen, Contentellect, and SEOButler. Towards the end of 2025, we began work on creating a more unified “AgencyCo” structure that would bring closer alignment across our agencies. This integration will continue throughout 2026, and we believe it is an important step in helping our agencies adapt to the changes and opportunities that AI is bringing to the industry. This may lead to some headcount reduction across the agencies, as well as a more concentrated focus on growth. As AI continues to reshape agency work, clients are increasingly expecting more value at lower cost. We believe agencies that adapt to these changes will survive and even thrive moving forward, and that the agencies that resist to these changes may find themselves obsolete. For our Company, 2026 will involve balancing the need to re-invent parts of our agency while also ensuring our businesses continue to generate reliable cash flow. Our second largest business, Proofread Anywhere had a more mixed year. The first half of 2025 saw strong growth and consistent cash flow, but some headwinds in the second half of 2025 led to revenue decline, contributing to the overall lower revenue in Q4 2025 compared to last year. In response, we scaled back advertising in order to preserve ProofreadAnywhere’s cashflow by reducing spend. Although results in Q3 and Q4 of 2025 were below our expectations, so far, Q1 2026 has seen modest improvement, and we have gradually increased advertising spend accordingly. Overall, our focus remains on maintaining cash flow across the portfolio, while continuing to pursue growth through acquisitions. The most notable part about 2025 was securing our $300M convertible note facility, pursuant to the Securities Purchase Agreement, whereby we sold an aggregate principal amount of $6,000,000 in Senior Secured Notes. During the fourth quarter of 2025, as part of a financing and balance-sheet decision based upon the terms of the Securities Purchase Agreement, the Company acquired approximately $2.4 million in digital assets, consisting of BTC, ETH, and SOL. We also retired approximately $640K in debt, purchased treasury bills and earmarked the rest of the net proceeds for working capital and growth. We believe our entry into the Securities Purchase Agreement will strengthen our Company in five ways: First, it allows us to generate recurring income from digital asset yield. Second, it gives us exposure to potential upside in digital assets prices. We do not intend to actively trade our digital assets. Instead, we have employed a long-term balance sheet treasury decision to hold our digital assets, even though quarter to quarter we may book gains or losses as the underlying digital assets prices rise and fall. Third, the proceeds enable us to retire a substantial portion of our debt and cut interest expenses. Fourth, the proceeds enable us to deploy additional capital into growing our existing portfolio. 52 Table of Contents And fifth, the proceeds provide us with flexibility to restart our acquisition program. Acquisition and Operational Strategy For 2026 In 2025 we did not complete any acquisitions. It has been approximately 18 months since our last major acquisition, that of Eastern Standard in October 2024. We chose not to pursue further acquisitions in 2025 for three reasons. First, after a successful 2024 acquisition program, we felt we potentially had enough in our portfolio to reach profitability and unlock more favorable financing terms and acquisition opportunities. Second, we felt that discipline and operational improvements were a better focus of our efforts. The third reason was simply that we didn’t have sufficient capital to complete acquisitions that would make a meaningful impact on our portfolio, and we were resistant to using equity as consideration for acquisitions. Despite the lack of acquisitions, at times we believed we were close to achieving our goal of profitability in 2025. Each quarter was improving on the previous, and as we approached Q3 we were optimistic ; but several of our businesses experienced headwinds in Q4, which is often unavoidable with online businesses. Our initial acquisition thesis back in 2020 was that an online business portfolio needs to be diversified enough to protect against disruption, algorithm changes, or consumer spending trends, but not so broad that it leads to teams being stretched thin. We concluded that our portfolio had not necessarily reached sufficient size, breadth, or cash flow to focus on organic growth, so we determined to continue growing via acquisitions with the goal of expanding the size of our portfolio in 2026. We are reviewing several promising acquisition opportunities in our pipeline at this time and hope to be able to provide more information on these soon. Emerging Growth Company We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to: ● have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; ● comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); ● submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and ● disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.235 billion or more, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. 53 Table of Contents Principal Factors Affecting Our Financial Performance Our operating results are primarily affected by the following factors at a portfolio company level: ● our ability to acquire new customers or retain existing customers; ● our ability to offer competitive product pricing; ● our ability to broaden product offerings; ● industry demand and competition; ● our ability to leverage technology and use and develop efficient processes; ● our ability to effectively utilize a combination of cash, debt such as seller’s notes, and preferred shares when negotiating and structuring future deals; ● our ability to effectively utilize a combination of cash, debt such as seller’s notes, and preferred shares when negotiating and structuring future deals; ● our ability to attract and retain talented employees; and ● market conditions and our market position. Components of Results of Operations The Company reported a net loss of $2,540,368, which includes $2,316,461 in non-cash expenses and a $229,086 non-cash loss on the change in fair value of the digital assets and a $1,083,185 non-cash gain on the change in fair value of derivative liabilities, for the year ended December 31, 2025 compared to a net loss of $1,773,942, which includes $1,084,624 in non-cash expenses, for the year ended December 31, 2024. The components of the increase in net loss for the current period are as follows: Revenues For the Year Ended December 31, $ Change from prior % Change from prior 2025 2024 year year Revenue, services $ 7,386,084 $ 4,660,069 $ 2,726,015 58 % Revenue, product sales 3,344,134 3,202,008 142,126 4 % Total Revenue 10,730,218 7,862,077 2,868,141 36 % Revenue increased by $2,868,141, or 36% for the year ended December 31, 2025 compared to 2024. The increase is primarily due to revenue from our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024, which increased revenue by approximately $3,340,000 during the year ended December 31, 2025, and our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $91,300 during the year ended December 31, 2025. In addition, our digital product sales increased by approximately $709,241 under our Proofread anywhere subsidiary, partially offset by the absence of WPFolio revenue following its sale in the fourth quarter of 2024. Cost of Revenue For the Year Ended December 31, $ Change from prior % Change from 2025 2024 year prior year Cost of revenue, services $ 3,910,452 $ 2,609,061 $ 1,301,391 50 % Cost of revenue, product sales 389,568 708,139 (318,571 ) (45 )% Total Cost of Revenue 4,300,020 3,317,200 982,820 30 % 54 Table of Contents Cost of revenue increased by $982,820, or 30% due to the Company’s recent acquisitions which increased cost of service revenue, partially offset by a reduction in cost of product sales revenue, and lower product sales from the Mighty Deals subsidiary also contributed to the offset. The Company’s gross profit margins increased slightly in the current period compared to the prior period. The components most significant to the Company’s cost of revenue are the costs of labor for service fulfillment, content creation, website hosting and maintenance costs and the costs of acquiring new inventory products for physical product sales. Operating Expenses Selling, General and Administrative General and Administrative expenses increased by $1,748,926 or 31% during the year ended December 31, 2025 as compared to 2024. The increase was primarily due to an increase in advertising and marketing costs of $685,000, increase in contractor and compensation costs of $356,000, increase in other general and administrative costs of $226,000, including travel and merchant fees, an increase of $184,000 related to non-cash stock based compensation, and an increase in amortization expenses of $293,000 associated with the acquired intangible assets, Eastern Standard and DDS Rank, not present in the comparable period. Our general and administrative expenses consist primarily of consulting related expenses paid to contractors, stock-based compensation, advertising and marketing costs, and other expenses. In the near future, we expect our general and administrative expenses to continue to increase to support business growth. Over the long term, we expect general and administrative expenses to decrease as a percentage of revenue. Professional Fees and Acquisition Costs Professional fees increased by $264,054, or 28% during the year ended December 31, 2025 compared to 2024 primarily due to increased legal and accounting costs associated with the Company’s compliance requirements as a public company. The Company also incurred $68,625 in acquisition costs during the year ended December 31, 2025 compared to $264,731 during the year ended December 31, 2024 including audit, legal and other professional fees related to acquisitions and potential acquisitions. We expect acquisition costs to remain significant as we continue to grow based on acquisitions. Impairment Loss During the year ended December 31, 2025, the Company recognized an impairment loss of approximately $217,000 related to allthingsdogs.com, an indefinite-lived intangible asset, based on a decline in estimated fair value supported by expected disposition proceeds and a discounted cash flow analysis. Additionally, the Company recognized an impairment loss of approximately $223,000 related to DDS Rank, as projected operating cash flows were determined to be insufficient to recover the carrying amount. Fair value was estimated using the present value of expected future cash flows. Total impairment charges for the year ended December 31, 2025 were approximately $440,000 compared to $121,000 for the year ended December 31, 2024. Other Income and Expense Total other income was $200,607 for the year ended December 31, 2025 compared to other income of $733,906 for the year ended December 31, 2024. The decrease in other income was driven by an increase in interest expense of approximately $397,000 on the outstanding promissory notes as a result of higher note balances, an impairment of its investments of approximately $294,000 and a loss on the change in fair value of the Company’s digital assets of approximately $227,000, and a decrease in the change in fair value of the contingent consideration owed on the RevenueZen Acquisition of approximately $257,000 and a gain on the change in fair value of derivative liabilities of approximately $1,083,000. In addition, the Company recorded a gain of approximately $454,000 on the sale of certain assets in the prior period with no comparable transactions in the current period. 55 Table of Contents Business Segment Results of Operations We operate in two business segments: Business to Business (“B2B”) and Business to Consumers (“B2C”). We organize our business segments based on the nature of products and services offered, and the economic characteristics of each segment. Following is a brief description of the activities of our business segments: Selected Financial Data by Business Segment Net sales and operating profit of the Company’s business segments exclude intersegment sales, cost of sales and profit as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment. Sales, cost of sales and operating profit for each of our business segments were as follows: For the Year ended December 31, 2025 For the Year ended December 31, 2024 Revenue B2B $ 7,056,963 $ 4,368,661 B2C 3,673,255 3,493,416 Total revenue $ 10,730,218 $ 7,862,077 Cost of Sales B2B $ 3,827,147 $ 2,561,523 B2C 472,873 755,677 Total Cost of Sales $ 4,300,020 $ 3,317,200 Operating income (loss) B2B $ (334,473 ) $ 4,862 B2C 538,253 482,100 Total business segment operating income (loss) 203,780 486,962 Unallocated items (2,962,145 ) (2,994,813 ) Total consolidated operating income (loss) $ (2,785,365 ) $ (2,507,851 ) Management evaluates performance on our contracts by focusing on net sales and operating profit and not by type or amount of operating expense. Consequently, our discussion of business segment performance focuses on net sales and operating profit, consistent with our approach for managing the business. This approach is consistent throughout the life cycle of our contracts, as management assesses the bidding of each contract by focusing on net sales and operating profit and monitors performance on our contracts in a similar manner through their completion. B2B Our B2B segment includes the results of operations of Eastern Standard, RevenueZen, DDS Rank, SEO Butler, Contentellect, DealPipe, and Pace Generative. These entities share similar characteristics such as customers being businesses and being primarily service-related revenue. B2B revenue increased by $2,688,302 or 62% during the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase is primarily due to revenue from our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024, which increased revenue by approximately $3,451,000, partially offset by declines in revenue at RevenueZen, Contentellect, and SEO Butler. B2B total operating income decreased by $339,335 during the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was a result of the increased revenue and gross profit offset by the increase in intangible asset amortization for the newly acquired businesses in the year ended 2024 in addition to an impairment expense of approximately $223,000. 56 Table of Contents B2C Our B2C segment includes the results of operations of Proofread Anywhere, Onfolio Assets, Mighty Deals, and Vital Reaction. These entities share characteristics such as the end customers being individual consumers, and sales being more focused on product sales, including digital sales. B2C revenue increased by $179,839 or 5% during the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase is primarily due to an increase in digital product sales within the Company’s Proofread Anywhere subsidiary, offset by the absence of WPFolio revenue following its sale in the fourth quarter of 2024. B2C incurred total operating income of $538,253 during the year ended December 31, 2025, compared to the year ended December 31, 2024 of $482,100, primarily due to the increase in sales from the Proofread Anywhere subsidiary. Liquidity and Capital Resources Our primary source of operating cash inflows are payments from portfolio companies. In addition, the Company has raised approximately $1,700,000 pursuant to private offerings of Series A preferred stock and approximately $1,000,000 of common stock private offerings through December 31, 2025, approximately $1,500,000 in notes payable and repaid $2,164,498 on its acquisition notes. On November 17, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain buyers, pursuant to which the Company agreed to sell an aggregate principal amount of $6,000,000 in Senior Secured Convertible Notes (the “Senior Secured Notes”), convertible into shares of the Company’s common stock, and rights to receive common stock. The Senior Secured Notes mature on November 17, 2027 and are convertible at a conversion price of [$0.984] per share, subject to certain adjustments. As a result of events of default, the Senior secured notes are currently convertible at 85% of the lowest VWAP of our common stock of any trading day during the twenty (20) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice. The Senior Secured Notes are senior obligations of the Company and are secured by all assets of the Company and its subsidiaries. As of December 31, 2025, the Company received $2,322,500 in cash proceeds and $2,447,500 in the form of digital assets purchased from the Senior Secured Notes. Subject to the terms and conditions of the Securities Purchase Agreement, the Company may require each Buyer to participate in one or more additional closings for the purchase by such Buyer and the sale by the Company, of (a) with respect to the First Additional Closing (as defined below), additional Senior Secured Notes in the aggregate original principal amount of $2,000,000, or such other amount as the Company and each Buyer shall mutually agree in writing (such closing of the purchase of such Senior Secured Notes, the “First Additional Closing”), and (b) with respect to any Subsequent Additional Closing (as defined below), Senior Secured Notes with an aggregate original principal amount for all Subsequent Additional Closings not to exceed $292,000,000, or such other amount as the Company and each Buyer shall mutually agree in writing (each such closing of the purchase of such Senior Secured Notes, a “Subsequent Additional Closing”). Our Company’s recurring losses from operations and negative cash flows from operations and our need to raise additional funding to finance our operations raise substantial doubt about our ability to continue as a going concern. Accordingly, management and our auditor have concluded that substantial doubt exists regarding our ability to continue as a going concern. Our audited financial statements contained in our Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on March 31, 2026 were prepared on a going concern basis, and contemplated the realization of assets and satisfaction of liabilities in the ordinary course of business. We believe that our cash and cash equivalents as of March 31, 2026, and the future operating cash flows of the entity may not provide adequate resources to fund ongoing cash requirements for the next twelve months. If sources of liquidity are not available or if we cannot generate sufficient cash flow from operations during the next twelve months, we may be required to obtain additional sources of funds through additional operational improvements, capital market transactions, asset sales or financing from third parties, a combination thereof or otherwise. We cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms. If we are unable to obtain sufficient funding, our business, prospects, financial condition and results of operations will be materially and adversely affected, and we may be unable to continue as a going concern. 57 Table of Contents Operating Activities Net cash used in operating activities was $938,248 and $1,168,363 for the years ended December 31, 2025 and 2024. The decrease was primarily from the increase in revenues through its business acquisitions closed in the second half of 2024. Investing Activities Net cash used in investing activities was $2,480,759 and cash provided by investing activities of $451,000 for the years ended December 31, 2025 and 2024, respectively. The cash used in investing activities in the current period was primarily related to the investment in digital assets. The cash provided by investing activities was primarily for proceeds received for the sale of a subsidiary offset by the purchase of businesses in the prior period and additional cost method investments. Financing Activities Cash flows from financing activities was cash provided of $5,094,351 for the year ended December 31, 2025 compared to cash provided by financing activities of $326,336 for the year ended December 31, 2024. During the year ended December 31, 2025, we received $805,000 in proceeds from sales of Series A preferred stock, $993,356 in proceeds from sales of our common stock units, $4,770,000 in proceeds from convertible notes payable, proceeds of $593,371 from notes payable and $60,965 in related party notes payable. We paid $453,859 in dividends to preferred stockholders, made payments totaling $955,847 on notes payable, made payments of $461,919 on related party notes payable, made payments totaling $195,396 related to contingent consideration and made distributions totaling $61,320 to our non-controlling interest holders. During the 2024 period, we received $20,000 in proceeds from sales of Series A preferred stock, $881,650 in proceeds from notes payable, and $200,000 in proceeds from related party notes payables, made payments of $321,442 in dividends to preferred stockholders, made payments totaling $386,339 on notes payable, made payments of $1,000 on related party notes payable, made payments totaling $59,093 related to contingent consideration and $20,400 in distribution to non-controlling interest holders. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors Contractual Obligations RevenueZen Acquisition: The Company has determined the final amount obligated to pay to the sellers of RevenueZen, contingent upon the business achieving a specified gross profit threshold within one year to be $680,662. On February 28, 2025, the Company and the RevenueZen sellers agreed to the final earn-out amount to be $682,000 and modified the payment terms to be paid with a cash payment of $72,000, $100,000 to be paid through profit sharing by using 30% of Net Operating Income, $100,000 in value for $79,240 stock options to purchase shares of common stock, $70,000 in Series A preferred stock, and $340,000 in a promissory note. The promissory note has a term of 60 months and accrues interest at 19%. The stock options have an exercise price of $1.34, have a term of 10 years, and are vested immediately. As of December 31, 2025, the Company estimated the remaining obligations owed under the revenue share obligation to be $71,082. First Page Acquisition: The Company agreed to pay a revenue share amount equal to 18% of gross revenues for the acquired customers for 3 years following the acquisition date. As of December 31, 2025, the Company estimated the remaining obligations owed under the revenue share provisions to be $93,298 resulting in a change in the fair value of the contingent consideration of $53,151. Critical Accounting Policies The following are the Company’s critical accounting policies: Investment in Unconsolidated Entities – Equity and Cost Method Investments We account for our interests in entities in which we are able to exercise significant influence over operating and financial policies, generally 50% or less ownership interest, under the equity method of accounting. In such cases, our original investments are recorded at cost and adjusted for our share of earnings, losses and distributions. We account for our interests in entities where we have virtually no influence over operating and financial policies under the cost method of accounting. In such cases, our original investments are recorded at the cost to acquire the interest and any distributions received are recorded as income. Our investments in OnFolio JV I, LLC (“ JV I ”), OnFolio JVII, LLC (“ JVII ”) and OnFolio JVIII, LLC (“ JVIII ”) are accounted for under the cost method. All investments are subject to our impairment review policy. 58 Table of Contents The current investment in unconsolidated affiliates accounted for under the equity method consists of a 35.8% in interest in Onfolio JV IV, LLC (“ JV IV ”), which is involved in the acquisition, development and operation of online businesses to produce advertising revenue. Variable Interest Entities Variable interest entities (“ VIE s”) are consolidated when the investor is the primary beneficiary. A primary beneficiary is the variable interest holder in a VIE with both the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and the obligation to absorb losses, or the right to receive benefits that could potentially be significant to the VIE. Management concluded that the joint ventures do not qualify as variable interest entities under the requirements of ASC 810. The Company accounts for its investments in the joint ventures under either the cost or equity method based on the equity ownership in each entity. The Company, through its subsidiary Onfolio Management LLC, is the manager of Onfolio Agency SPV, LLC (“ OA SPV ”), and Onfolio Agency SPV 2, LLC (“ OA SPV 2 ”), collectively referred to as “OA SPVs”. The Company does not hold any equity interest in OA SPVs, but will receive 10% of any cash distributions paid by OA SPV, and 20% of any cash distributions paid by OA SPV 2, to its members, when declared, as the management fee. The Company can be removed as manager of OA SPVs through a unanimous vote of the members. The Company determined that the fees it may receive for its role as manager do not constitute a variable interest in OA SPVs and will be accounted for as a revenue contract under ASC 606. The Company, through its subsidiary RevenueZen, LLC, is the manager of CliAquire, LLC (“ CliAquire ”). The Company holds a 5% members interest in CliAquire and will receive profit distributions based on its membership interest. The Company can be removed as manager of CliAquire through a supermajority vote of the members. The Company determined that the investment in CliAquire will be accounted for as a cost method investment. Digital Assets The Company’s digital assets include Bitcoin, the native cryptocurrency on the Bitcoin blockchain (“BTC”), Ether, the native cryptocurrency of the Ethereum blockchain (“ETH”), and Solana, the native cryptocurrency of the Solana blockchain (“SOL”). From time to time, the Company may also hold minor amounts of other digital tokens, which are not individually material. Crypto assets within the scope of ASC 350-60 Intangibles—Goodwill and Other—Crypto Assets (“ ASC 350-60 ): BTC, ETH, and SOL tokens have been determined to fall within the scope of ASC 350-60. The Company reflects crypto assets held at fair value on the consolidated balance sheets within the Digital Assets line item. Changes in the fair value of crypto assets are recognized in income, reflected within the digital asset gains and losses within the consolidated statement of operations. The purchases and disposals of ETH are presented as non-cash investing activities on the consolidated statement of cash flows. In determining the fair value of digital assets in accordance with ASC 820, Fair Value Measurement (“ ASC 820 ”), the Company utilizes BitGo as the principal market and for pricing in determining the fair value of its digital asset holdings. The Company uses a first-in, first-out methodology to assign costs to digital assets. The fair value of digital assets are considered a level 1 fair value measurement. Custodian Risk The Company’s Digital Assets are held with a single third-party custodian, BitGo, which we selected based on various factors, including their financial strength and industry reputation. Custodian risk refers to the potential loss, theft, or misappropriation of our Bitcoin assets due to operational failures, cybersecurity breaches, or financial difficulties experienced by these third parties. Although we periodically monitor the financial health, insurance coverage, and security measures of our custodians, reliance on such third parties inherently exposes us to risks that we cannot fully mitigate . 59 Table of Contents Native Staking The Company utilized one third-party asset manager to manage and stake ETH and SOL on its behalf as of December 31, 2025. Under these arrangements, the Company’s ETH and SOL is held by a qualified custodian and staked in the Ethereum and Solana protocol through a third-party validator operator (e.g., BitGo). The validator operator manages the staking process and delegates the Company’s ETH and SOL to network validators. When selected by the networks, these validators earn staking rewards and transaction fees proportional to the amount of stake delegated. ETH and SOL used in native staking is retained on the Company’s balance sheet as a crypto asset measured at fair value in accordance with ASC 350-60. The Company does not derecognize ETH and SOL when participating in native staking because it retains the ability to direct the use of the asset and obtain substantially all benefits. The validator operator (e.g., BitGo) is not considered a customer under ASC606 as the service provided to BitGo does not represent an output as part of the entity’s ordinary operating strategy. As such the earnings are recorded as other income in the statement of operations. Earnings from native staking is recognized at the end of each daily period, when the Company’s right to staking rewards becomes determinable (i.e., when the constraint is lifted). The amount recognized as earnings is measured at the fair value of rewards at contract inception for that day, net of validator commissions, in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) and ASC 820. Rewards represent noncash consideration and are measured using quoted prices in the principal market at contract inception. Subsequent changes in the fair value of ETH and SOL after initial recognition are recorded as unrealized gains or losses. Revenue Recognition The Company primarily earns revenue through website management, digital services, advertising and content placement on its websites, product sales, and digital product sales. Management services revenue is earned and recognized on a monthly basis as the services are provided. Advertising and content revenue is earned and recognized once the content is presented on the Company’s sites in accordance with the customer requirements. Product sales are recognized at the time the product is shipped to the customer. In certain circumstances, products are shipped directly by a supplier to the end customer at the Company’s request. The Company determined that it is the primary obligor in these contracts due to being responsible for fulfilling the customer contract, establishing pricing with the customer, and taking on credit risk from the customer. The Company recognizes revenue from these contracts with customers on a gross basis. Digital product sales represent electronic content that is transferred to the customer at time of purchase. The Company also earns revenue from online course subscriptions that may have monthly or annual subscriptions. In circumstances when a customer purchases an annual subscription upfront, the Company defers the revenue until the performance obligation has been satisfied. Revenue is recognized based on the following five step model: - Identification of the contract with a customer - Identification of the performance obligations in the contract - Determination of the transaction price - Allocation of the transaction price to the performance obligations in the contract - Recognition of revenue when, or as, the Company satisfies a performance obligation The Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Other indefinite-lived intangible assets are not amortized but subject to annual impairment tests. Long-lived Assets Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Major renewals and improvements are capitalized, while minor replacements, maintenance and repairs are charged to current operations. In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 60 Table of Contents Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. Non-GAAP Financial Measures We present below certain financial information based on our EBITDA and EBITDA As Defined. References to “EBITDA” mean earnings before interest, taxes, depreciation and amortization, and references to “EBITDA As Defined” mean EBITDA plus, as applicable for each relevant period, certain adjustments as set forth in the reconciliations of net income to EBITDA and EBITDA As Defined and the reconciliations of net cash provided by operating activities to EBITDA and EBITDA As Defined presented below. Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under U.S. GAAP. We present EBITDA and EBITDA As Defined because we believe they are useful indicators for evaluating operating performance and liquidity. Our management believes that EBITDA and EBITDA As Defined are useful as indicators of liquidity because securities analysts, investors, rating agencies and others use EBITDA to evaluate a company’s ability to incur and service debt. In addition, EBITDA As Defined is useful to investors because the revolving credit facility under our senior secured credit facility requires compliance under certain circumstances, on a pro forma basis, with a financial covenant that measures the ratio of the amount of our secured indebtedness to the amount of our Consolidated EBITDA defined in the same manner as we define EBITDA As Defined herein. In addition to the above, our management uses EBITDA As Defined to review and assess the performance of the management team in connection with employee incentive programs and to prepare its annual budget and financial projections. Moreover, our management uses EBITDA As Defined to evaluate acquisitions. Although we use EBITDA and EBITDA As Defined as measures to assess the performance of our business and for the other purposes set forth above, the use of these non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with U.S. GAAP. Some of these limitations are: · neither EBITDA nor EBITDA As Defined reflects the significant interest expense, or the cash requirements, necessary to service interest payments on our indebtedness; · although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and neither EBITDA nor EBITDA As Defined reflects any cash requirements for such replacements; · the omission of the substantial amortization expense associated with our intangible assets further limits the usefulness of EBITDA and EBITDA As Defined; · neither EBITDA nor EBITDA As Defined includes the payment of taxes, which is a necessary element of our operations; and · EBITDA As Defined excludes the cash expense we have incurred to integrate acquired businesses into our operations, which is a necessary element of certain of our acquisitions. Because of these limitations, EBITDA and EBITDA As Defined should not be considered as measures of discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA or EBITDA As Defined in isolation and specifically by using other U.S. GAAP measures, such as net income, net sales and operating profit, to measure our operating performance. Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under U.S. GAAP, and neither should be considered as an alternative to net income or cash flow from operations determined in accordance with U.S. GAAP. Our calculation of EBITDA and EBITDA As Defined may not be comparable to the calculation of similarly titled measures reported by other companies. 61 Table of Contents The following table sets forth a reconciliation of net income to EBITDA and EBITDA As Defined: For the Year ended December 31, 2025 For the Year ended December 31, 2024 Net loss $ (2,540,368 ) $ (1,773,942 ) Interest expense, net 498,409 101,667 Taxes 17,390 - Depreciation and amortization expense 1,201,161 906,737 EBITDA (823,408 ) (765,538 ) Impairment losses 733,962 121,000 Stock-based compensation (1) 240,653 56,887 EBITDA As Defined $ 151,207 $ (587,651 ) (1) Represents the compensation expense recognized under our stock option plans and deferred compensation plans. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Not applicable. Item 8. Financial Statements and Supplementary Data Our Financial Statements are attached as Appendix A (following Exhibits) and included as part of this Form 10-K Report. A list of our Financial Statements is provided in response to Item 15 of this Form 10-K Report. Item 9. Changes In And Disagreements With Accountants On Accounting and Financial Disclosure None.