WILMINGTON, Del., Aug. 20, 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 second quarter ended June 30, 2026.
Recent Corporate Highlights
-- Effected a 1-for-50 reverse stock split, effective August 10, 2026,
intended to regain compliance with Nasdaq's minimum bid price requirement
under Listing Rule 5550(a)(2).
-- Retired the entire $6 million principal under the Company's senior
secured convertible note subsequent to quarter-end, reducing debt burden,
strengthening balance-sheet, and increasing stockholders' equity toward
compliance with Nasdaq's $2.5 million minimum stockholders' equity
requirement under Listing Rule 5550(b)(1).
Second Quarter 2026 Financial Highlights
-- Revenue was $1.50M vs. $3.15M in Q2 2025
-- Gross profit decreased 62% to $0.73M, or 49% of revenue, vs. $1.94M, or
62% of revenue, in Q2 2025
-- Total operating expenses decreased 31% to $1.70M vs. $2.44M in Q2 2025,
primarily reflecting lower selling, general and administrative expenses,
including reduced advertising and marketing spend and lower amortization
expense, partially offset by higher professional fees related to the
Company's financing activities and Nasdaq compliance matters
-- Net loss was $1.65M (including a $0.28M non-cash loss on change in fair
value of digital assets and $0.18M in non-cash amortization and
stock-based compensation expense) vs. $0.53M in Q2 2025
-- Cash operating loss (excluding non-cash items) was $0.86M vs. $0.25M in
Q2 2025
-- EBITDA As Defined was $(0.78M) vs. $(0.15M) in Q2 2025
-- Cash at 6/30/26 was $0.25M vs. $2.18M at 12/31/25
"While our portfolio continued to navigate headwinds in the second quarter, we continued to make notable progress positioning Onfolio for long-term value creation," commented Onfolio CEO Dominic Wells. "Revenue declined primarily due to a slowdown in new sales at our Eastern Standard subsidiary and continued reduced advertising spend at Proofread Anywhere, and our gross margin came down as our revenue mix shifted further toward our lower-margin B2B services business. However, RevenueZen's results improved significantly after Eastern Standard took over management of its fulfilment, which shows our AgencyCo playbook can work, but overall portfolio performance is not yet where we need it to be, and we're being direct about that.
"Outside the portfolio, we made real progress on the issues that matter most to shareholders right now. We terminated our letter of intent with Paramount Helium in July, and we've refocused fully on our core strategy of acquiring and operating profitable online businesses. We also took direct action on our two Nasdaq listing deficiencies: 1) our senior secured noteholder has converted all of its outstanding principal into equity since quarter-end, which strengthens our stockholders' equity position, and 2) on August 10, 2026, we completed a 1-for-50 reverse stock split intended to bring our share price back above the $1.00 minimum bid price requirement.
"We're also continuing our work to reduce parent company overhead and get portfolio cash flowing back up to the parent, which remains the core lever for reaching profitability. This playbook, consolidating overhead, rebuilding processes with AI, and focusing our teams on revenue-generating work, is what we continue to deploy across the portfolio.
"Overall, our focus for the remainder of the year is unchanged: control parent company costs, get portfolio cash flowing again, and close acquisitions that are accretive from day one. We believe the path ahead is our best opportunity to maximize value for shareholders, and we look forward to keeping you updated on our progress," concluded Wells.
Recent Business and Operational Highlights
-- Onfolio Labs -- SharePulse and Parlance: Launched two AI-powered products,
SharePulse (an investor relations analytics platform) and Parlance (a
managed AI communications service for public companies), representing a
new asset-light, recurring-revenue software line alongside the Company's
acquisition portfolio. Full report:
https://onfolio.com/onfolio-labs-sharepulse-parlance/
-- What Happened With Onfolio's Helium Deal: Provided shareholders a full
account of the evaluation and termination of the Company's binding letter
of intent with Paramount Helium LLC, and outlined the Company's near-term
priorities, including Nasdaq compliance, balance sheet strength, and
portfolio cash flow. Full report:
https://onfolio.com/what-happened-with-onfolios-helium-deal/
-- Digital Asset Holdings: Approximately $1.33M in digital assets as of June
30, 2026, consisting of 5.32 BTC, 322.33 ETH (288.06 staked), and
6,971.79 SOL (all staked), with the ETH and SOL holdings actively staked
to generate 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 August 20, 2026, at 8:00 a.m. Eastern time to discuss its financial results for the second quarter ended June 30, 2026.
Date: Thursday, August 20, 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: 13761326
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. Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under U.S. GAAP.
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, ONFOW) (OTC: ONFOP) 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
June 30 December 31
2026 2025
Assets
--------------------------------------
Current Assets:
Cash $ 250,733 $ 2,175,223
Accounts receivable, net 403,907 476,578
Inventory 28,112 44,800
Prepaids and other current assets 153,260 227,224
Deferred offering costs 30,000 -
----------- -----------
Total Current Assets 866,012 2,923,825
Intangible assets 1,320,044 1,683,798
Goodwill 4,203,145 4,203,145
Investment in digital assets 1,332,958 2,263,471
Fixed Assets 2,568 3,423
Due from related party 6,292 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 $ 7,792,117 $ 11,360,858
=========== ===========
Liabilities and Stockholders Equity
--------------------------------------
Current Liabilities:
Accounts payable and other current
liabilities $ 1,224,349 $ 1,066,702
Dividends payable 122,934 121,789
Notes payable, current 522,853 487,658
Notes Payable - Related Party, current 1,273,809 1,153,080
Contingent consideration 72,370 164,382
Derivative liability 5,633,342 3,463,727
Convertible notes, net of discount 548,968 -
Deferred revenue 204,167 497,113
----------- -----------
Total Current Liabilities 9,602,792 6,954,451
Notes payable - -
Notes payable - related parties 4,465 224,965
Convertible notes, net of discount - 276,273
Due to joint ventures - long term - -
----------- -----------
Total Liabilities 9,607,257 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 150 5,864
Additional paid-in capital 26,252,158 24,524,989
Accumulated other comprehensive income 92,546 91,110
Accumulated deficit (29,456,766) (22,141,797)
----------- -----------
Total Onfolio Inc. stockholders equity (3,111,743) 2,480,335
Non-Controlling Interests 1,296,603 1,424,834
----------- -----------
Total Stockholders' Equity (1,815,140) 3,905,169
----------- -----------
Total Liabilities and Stockholders'
Equity $ 7,792,117 $ 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 For the Six Months Ended Jun
Ended Jun 30, 30,
2026 2025 2026 2025
Revenue,
services $ 1,218,962 $2,062,603 $ 2,778,700 $ 3,859,198
Revenue, product
sales 278,593 1,085,606 585,720 2,100,954
---------- --------- ---------- ----------
Total Revenue 1,497,555 3,148,209 3,364,420 5,960,152
Cost of revenue,
services 731,179 1,074,065 1,635,548 2,086,349
Cost of revenue,
product sales 34,373 135,867 78,734 228,406
---------- --------- ---------- ----------
Total cost of
revenue 765,552 1,209,932 1,714,282 2,314,755
Gross profit 732,003 1,938,277 1,650,138 3,645,397
---------- --------- ---------- ----------
Operating
expenses
Selling, general
and
administrative 1,142,648 2,066,796 2,463,434 4,288,142
Professional
fees 554,863 345,741 985,567 583,646
Acquisition
costs - 32,263 - 65,673
Impairement of
goodwill and
intangible
assets - - - -
---------- --------- ---------- ----------
Total operating
expenses 1,697,511 2,444,800 3,449,001 4,937,461
---------- --------- ---------- ----------
Loss from
operations (965,508) (506,523) (1,798,863) (1,292,064)
---------- --------- ---------- ----------
Other income
(expense)
Equity method
income (loss) - (142) 2,098 767
Dividend income 3,300 7,671 5,523 9,921
Interest income
(expense), net (408,196) (72,602) (1,381,946) (173,322)
Other income 10,190 20,746 13,797 25,729
Gain on change
in fair value
of digital
assets (280,685) - (954,842) -
Gain on change
in fair value
of contingent
consideration (13,435) 16,539 (20,107) 70,712
Change in fair
value of
derivative
liability (2,948,217) - (3,019,609) -
Loss on
investments - (129,007) -
Gain on sale of
business - - 107,794 -
---------- --------- ---------- ----------
Total other
income (3,637,043) (27,788) (5,376,299) (66,193)
---------- --------- ---------- ----------
Loss before
income taxes (4,602,551) (534,311) (7,175,162) (1,358,257)
Income tax
(provision)
benefit - (128) - 17,390
Net loss (4,602,551) (534,439) (7,175,162) (1,340,867)
Net income
(loss)
attributable to
noncontrolling
interest 62,856 (35,165) 114,348 (23,124)
---------- --------- ---------- ----------
Net loss
attributable to
Onfolio
Holdings Inc. (4,539,695) (569,604) (7,060,814) (1,363,991)
Preferred
Dividends (127,095) (95,930) (254,155) (199,851)
Net loss to
common
shareholders $(4,666,790) $ (665,534) $(7,314,969) $(1,563,842)
========== ========= ========== ==========
Net loss per
common
shareholder
Basic and
diluted $ (35.57) $ (6.49) $ (58.86) $ (15.25)
========== ========= ========== ==========
Weighted
average shares
outstanding
Basic and
diluted 131,207 102,548 124,274 102,548
========== ========= ========== ==========
The accompanying notes are an integral part of these
consolidated financial statements
-
CTA 1,436 (7481)
Comprehensinve
loss $(7,313,533) $(1,571,323)
EBITDA Recon
Net
Income/(Loss) $(4,602,551) $ (534,439) $(7,175,162) $(1,340,867)
Interest 408,196 72,602 1,381,946 173,322
Taxes - (128) - -
Depreciation &
Amortization 160,504 301,541 364,609 603,081
---------- --------- ---------- ----------
EBITDA (4,033,851) (160,424) (5,428,607) (564,464)
Change in FV of
digital assets 280,685 - 954,842 -
Gain on change
in fv of
contingent
consideration 13,435 (16,539) 20,107 (70,712)
Change in FV of
derivatives 2,948,217 - 3,019,609 -
Impairment
losses - - 129,007 -
Stock Based
compensation 15,258 26,013 30,047 298,943
---------- --------- ---------- ----------
Adjusted EBITDA $ (776,256) $ (150,950) $(1,274,995) $ (336,233)
========== ========= ========== ==========
Onfolio Holdings, Inc.
Consolidated Statements of Stockholders' Equity
For the Three Months Ended June 30, 2026 and 2025
Preferred Stock, Common Stock,
$0.001 Par value $0.001 Par Value Additional Accumulated Accumulated Other Non Stockholders'
------------------- ------------------
Paid-In Comprehensive Controlling
Shares Amount Shares Amount Capital Deficit Income 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
- - - - - -
Common shares
issued as
commitment fee - - 50,000 50 29,950 - - - 30,000
Common shares
issued for
conversion of
notes payable,
accrued
interest and
settlement - - 1,560,916 1,560 567,109 - - - 568,669
Settlement of
derivative 1,092,739 1,092,739
Common shares
issued for
exercise of
stock options - - 49,018 49 (49) - - - -
Stock-based
compensation - - - - 15,258 - - - 15,258
Preferred
dividends - - - - - (127,095) - - (127,095)
Foreign currency
translation - - - - - - (8,763) - (8,763)
Distribution to
non-controlling
interest - - - - - - - - -
Net loss - - - - - (4,539,695) - (62,856) (4,602,551)
------- --------- --------- ------ ---------- ----------- --- -------- --------- ----------
Balance, June
30, 2026 169,460 $ 169 7,523,148 $ 7,523 $26,244,785 $(29,456,766) $ 92,546 $1,296,603 $ (1,815,140)
======= ========= ========= ====== ========== =========== === ======== ========= ==========
The accompanying notes are an integral part of these
consolidated financial statements
Onfolio Holdings, Inc.
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2026 and 2025
2026 2025
Cash Flows from Operating Activities
Net loss $(7,175,162) $(1,340,867)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Stock-based compensation expense 30,047 298,943
Equity method loss (income) (2,098) (767)
Dividends received from equity method
investment - -
Depreciation expense 855 856
Amortization of debt discounts and
debt issuance costs 375,997 -
Liquidation damages upon registration
default 654,745 -
Amortization of intangible assets 363,754 602,225
Impairment of intangible assets - -
Gain on sale of subsidiary - -
Impairment of investments 129,007 -
Change in FV of contingent
consideration 20,107 (70,712)
Change in FV of derivative 3,019,609 -
Change in FV of digital assets 992,955 -
Earning on digital assets (38,113) -
Net change in:
Accounts receivable 48,342 217,384
Inventory 16,688 36,336
Prepaids and other current assets 73,964 (60,834)
Accounts payable and other current
liabilities 238,816 (3,271)
Due to joint ventures 88,897 (4,274)
Deferred revenue (292,946) (250,183)
Due to related parties - -
Net cash used in operating
activities (1,454,536) (575,164)
---------- ----------
Cash Flows from Investing Activities
Cash paid to acquire businesses - -
Cash received for sale of subisiary - -
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 - 830,000
Proceeds from sale of common stock units - -
Proceeds from exercise of stock options - -
Payments of preferred dividends (253,010) (201,848)
Distributions to non-controlling
interest holders (13,883) (37,680)
Proceeds from notes payable 212,700 358,800
Payments on note payables (205,307) (266,295)
Proceeds from convertible notes payable - -
Proceeds from notes payable - related
parties - 35,965
Payments on note payables - related
parties (99,771) -
Payments on contigent consideration (112,119) (133,845)
Net cash provided by financing
activities (471,390) 585,097
---------- ----------
Effect of foreign currency translation 1,436 27,452
---------- ----------
Net Change in Cash (1,924,490) 37,385
Cash, Beginning of Period 2,175,223 476,874
---------- ----------
Cash, End of Period 250,733 514,259
========== ==========
Cash Paid For:
Income Taxes $ - $ -
========== ==========
Interest $ 250,733 $ 122,733
========== ==========
Non-cash transactions:
Dividends on preferred stock $ 122,934 $ 199,851
========== ==========
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 $ -
========== ==========