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 Ended Jun 30, | For the Six Months Ended Jun 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, $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 | ||||||||||||||||||||
| - | - | - | - | - | - | |||||||||||||||||||||||||
| 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 | - | - | |||
| Establishment of derivative liability on conversion feature | - | 49 | |||||
| The accompanying notes are an integral part of these consolidated financial statements | |||||||
