Onfolio Holdings, Inc
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
ONFO$0.36+0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001654954-25-009569
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001654954-25-013082
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 99 previous paragraphs and 99 current paragraphs.
63 unchanged; 28 reworded; 8 added; 8 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Operationally, the third quarter of 2025 delivered further improvements to net margins, resulting in our strongest operating profit performance since becoming a public company. Revenue remained strong at $2.7M, representing a 36% increase compared to the same period in the prior year.
Current report
While we continued to see steady improvements in our financial performance, during Q3 management determined that pursuing equity financing would best position the company to accelerate growth, extend our runway, and retire seller notes maturing at the end of 2025 and into 2026.
Current report
Historically, our goal has been to reach profitability without additional dilution. However, as the market conditions evolved and new opportunities emerged, we concluded that a well-structured equity raise could be accretive to shareholders, allowing us to drive significant growth and shareholder value more effectively. Building a meaningful operating platform from a small capital base has been challenging, and we believe that by materially expanding that base is a key to creating sustainable, accretive growth for shareholders.
Current report
In October 2025 we raised $1 million in gross proceeds pursuant to a private offering consisting of units comprised of common stock and warrants to purchase common stock. In total, we sold twenty units comprised of an aggregate of 740,740 shares and warrants to purchase 740,740 shares at an exercise price of $2.50 per share. Proceeds were used to pay down accounts payable, retire a note, and position the Company in advance of a larger contemplated capital raise.
Current report
Revenue increased by $730,261, or 36% for the three months ended September 30, 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 $1,172,300. This was partially offset by the absence of WPFolio revenue following its sale in the fourth quarter of 2024 and by lower sales at RevenueZen and Contentellect in Q3 2025.
Current report
B2B revenue increased by $720,128 or 70% during the three months ended September 30, 2025 compared to the three months ended September 30, 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 $1,172,300. This was partially offset by lower sales at RevenueZen and Contentellect in Q3 2025.
Current report
Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024
Current report
In October 2025 we raised $1 million in gross proceeds pursuant to a private offering consisting of units comprised of common stock and warrants to purchase common stock.
Removed paragraphs (8)
Previous report
The second quarter of 2025 delivered another period of topline growth, gross profit gains, and further improvement in operating performance. Revenue reached $3.1 million, up from $1.7 million in the same quarter last year—an 82% increase. The increase is primarily due to revenue from our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024 and our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024. This was also the first quarter in our history where every month surpassed $1 million in revenue. We started the quarter particularly strong in April, achieving a fully profitable month.
Previous report
Operationally, we continued to reduce costs across both the portfolio and the parent company. We also launched Pace Generative LLC in May, a venture we believe has the potential to contribute meaningful revenue and profit to our Company going forward.
Previous report
Several key properties continued to generate organic revenue growth in Q2, although momentum eased slightly in June due to normal summer seasonality. We believe this growth trajectory positions us closer to achieving consistent monthly profitability.
Previous report
Our acquisition pipeline remains strong, and we are actively pursuing new transactions. Management remains committed to disciplined execution of our strategy, further improving financial performance, and completing accretive acquisitions to drive long-term shareholder value.
Previous report
Revenue increased by $1,421,610, or 82% for the three months ended June 30, 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 $1,250,500 and our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $38,800. In addition, our digital product sales increased by approximately $480,000 under our Proofread anywhere subsidiary as a result of an increase in business performance.
Previous report
B2B revenue increased by $1,059,296 or 116% during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase is primarily due to revenue from our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $38,800, and our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024, which increased revenue by approximately $1,250,500.
Previous report
Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024
Previous report
BWPS Business Acquisition: The Company may be required to pay up to $60,000 to Hoang Huu Thinh, contingent upon the BWPS business meeting certain monthly gross revenue targets within three years from the closing date. No earn-out payments have been made as of June 30, 2025. (See Note 13 for further details.)
Reworded paragraphs (28)
Previous wording
Loss from operations was $(507,000) for the quarter, compared with $(606,000) in Q2 2024 and $(786,000) in Q1 2025. Of this amount, $301,000 was amortization from acquisitions, $25,000 was stock-based compensation, and approximately $150,000 related to one-time expenses from the 2023 re-audit and the Eastern Standard acquisition audit. Excluding these non-recurring items—which will not appear in Q3 or in future years—the quarterly net loss would have been significantly lower.
Current wording
Loss from operations was $(268,000) for the quarter, compared with $(331,000) in Q3 2024 and $(507,000) in Q2 2025. Of this amount, $301,000 represented amortization from acquisitions and $21,000 was stock-based compensation.
Previous wording
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, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (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.
Current wording
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 Securities Exchange Act of 1934, as amended (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.
Previous wording
The Company reported a net loss of $534,439 for the three months ended June 30, 2025 compared to a net loss of $629,043 for the three months ended June 30, 2024. The components of the decrease in net loss for the current period are as follows:
Current wording
The Company reported a net loss of $844,809 for the three months ended September 30, 2025 compared to a net loss of $423,295 for the three months ended September 30, 2024. The components of the increase in net loss for the current period are as follows:
Previous wording
Cost of revenue increased by $981,021, or 94% due to the Company’s recent acquisitions which increased cost of service revenue, partially offset by a reduction in cost of product sales revenue. This reduction was driven by a strategic shift in the Company’s marketing approach for certain subsidiaries, emphasizing advertising (recorded under operating expenses), and reducing reliance on affiliate sales (recorded under cost of revenue). Lower product sales from the Mighty Deals and Vital Reaction subsidiaries also contributed to the offset. The Company’s gross profit margins decreased 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.
Current wording
Cost of revenue increased by $164,736, or 20% 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.
Previous wording
General and Administrative expenses increased by $715,141, or 53% during the three months ended June 30, 2025 compared to 2024. The increase was primarily due to an increase in advertising and marketing costs of $391,000, increase in contractor and compensation costs of $56,000, increase in other general and administrative costs of $93,000, including travel and merchant fees, and an increase in amortization expenses of $176,000 associated with the acquired intangible assets, Eastern Standard and DDS Rank, not present in the comparable period.
Current wording
General and Administrative expenses increased by $508,011, or 38% during the three months ended September 30, 2025 compared to 2024. The increase was primarily due to an increase in advertising and marketing costs of $221,000, increase in contractor and compensation costs of $225,000, decrease in other general and administrative costs of $53,000, including travel and merchant fees, and an increase in amortization expenses of $120,000 associated with the acquired intangible assets, Eastern Standard and DDS Rank, not present in the comparable period.
Previous wording
Professional fees increased by $124,486, or 56% during the three months ended June 30, 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 $32,263 in acquisition costs during the three months ended June 30, 2025 compared to $8,946 during 2024, which included due diligence, 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.
Current wording
Professional fees increased by $14,951, or 8% during the three months ended September 30, 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 $2,952 in acquisition costs during the three months ended September 30, 2025 compared to $18,979 during 2024, which included due diligence, audit, legal and other professional fees related to acquisitions and potential acquisitions. We expect acquisition costs to remain significant as we continue to grow via acquisitions.
Previous wording
Total other expense was $27,788 during the three months ended June 30, 2025, compared to other expense of $22,618 during 2024. The increase in other expense was driven by an increase in interest expense from increased loan balances.
Current wording
Total other expense was $357,700 during the three months ended September 30, 2025, compared to other expense of $12,281 during 2024. The increase in other expense was driven by an increase in interest expense from increased loan balances, a loss on investment in the cost basis and equity method investments of $294,000 offset by a gain on the change in fair value of contingent consideration of $55,000.
Previous wording
Our B2B segment includes the results of operations of Eastern Standard, RevenueZen, DDS Rank, SEO Butler, Contentellect, and DealPipe. These entities share similar characteristics such as customers being businesses and being primarily service-related revenue.
Current wording
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.
Previous wording
B2B total operating income increased by $561,077 or 193% during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase 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.
Current wording
B2B total operating income decreased by $21,147 or 40% during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was due to an increase in intangible asset amortization for RevenueZen.
Previous wording
B2C revenue increased by $362,314 or 45% during the three months June 30, 2025 compared to the three months ended June 30, 2024. The increase is primarily due to an increase in digital product sales within the Company’s Proofread Anywhere subsidiary.
Current wording
B2C revenue increased by $10,133 or 1% during the three months ended September 30, 2025 compared to the three months ended September 30, 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.
Previous wording
B2C incurred total operating income of $378,419 during the six months ended June 30, 2025 compared to an operating income of $215,865 during the six months ended June 30, 2024, primarily due to the increase in sales from the Proofread Anywhere subsidiary.
Current wording
B2C incurred total operating income of $287,108 during the three months ended September 30, 2025 compared to an operating income of $206,031 during the three months ended September 30, 2024, primarily due to the increase in sales from, and partially offset by an increase in advertising spend by, the Proofread Anywhere subsidiary.
Previous wording
The Company reported a net loss of $1,340,867 for the six months ended June 30, 2025 compared to a net loss of $1,106,869 for the six months ended June 30, 2024. The components of the increase in net loss for the current period are as follows:
Current wording
The Company reported a net loss of $1,966,635 for the nine months ended September 30, 2025 compared to a net loss of $1,450,487 for the nine months ended September 30, 2024. The components of the increase in net loss for the current period are as follows:
Previous wording
Revenue increased by $2,646,651, or 80% for the six months ended June 30, 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 $2,168,000 and our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $91,300. In addition, our digital product sales increased by approximately $804,000 under our Proofread anywhere subsidiary as a result of a change in business marketing strategy.
Current wording
Revenue increased by $3,376,912, or 63% for the nine months ended September 30, 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 and our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $91,300. In addition, our digital product sales increased by approximately $978,330 under our Proofread anywhere subsidiary, partially offset by the absence of WPFolio revenue following its sale in the fourth quarter of 2024 .
Previous wording
Cost of revenue increased by $458,764, or 61% due to the Company’s recent acquisitions which increased cost of service revenue, partially offset by a reduction in cost of product sales revenue. This reduction was driven by a strategic shift in the Company’s marketing approach for certain subsidiaries, emphasizing advertising (recorded under operating expenses), and reducing reliance on affiliate sales (recorded under cost of revenue). Lower product sales from the Mighty Deals and Vital Reaction subsidiaries also contributed to the offset. The Company’s gross profit margins decreased 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.
Current wording
Cost of revenue increased by $1,145,757, or 54% due to the Company’s recent acquisitions which increased cost of service revenue, partially offset by a reduction in cost of product sales revenue for the Mighty Deals and Proofread Anywhere subsidiaries. Lower product sales from Vital Reaction subsidiaries 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.
Previous wording
General and Administrative expenses increased by $1,751,303, or 69% during the six months ended June 30, 2025 compared to 2024. The increase was primarily due to an increase in advertising and marketing costs of $718,000, an increase in stock-based compensation expense of $254,000, increase in contractor and compensation costs of $142,000, increase in other general and administrative costs of $198,000, including travel and merchant fees, and an increase in amortization expenses of $352,000 associated with the acquired intangible assets not present in the comparable period.
Current wording
General and Administrative expenses increased by $2,259,314, or 59% during the nine months ended September 30, 2025 compared to 2024. The increase was primarily due to an increase in advertising and marketing costs of $939,000, an increase in non-cash stock-based compensation expense of $268,000, increase in contractor and compensation costs of $423,000, increase in other general and administrative costs of $154,000, including travel and merchant fees, and an increase in non-cash amortization expenses of $472,000 associated with the acquired intangible assets not present in the comparable period.
Previous wording
Professional fees increased by $182,201, or 45% during the six months ended June 30, 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 $65,673 in acquisition costs during the six months ended June 30, 2025 compared to $103,287 during 2024, which included due diligence, 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.
Current wording
Professional fees increased by $197,152, or 33% during the nine months ended September 30, 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 nine months ended September 30, 2025 compared to $122,266 during 2024, which included due diligence, audit, legal and other professional fees related to acquisitions and potential acquisitions. We expect acquisition costs to remain significant as we continue to grow via acquisitions.
Previous wording
Total other expense was $66,193 during the six months ended June 30, 2025, compared to other expense of $45,065 during 2024. The increase in other expense was driven by an increase in interest expense from increased loan balances.
Current wording
Total other expense was $423,893 during the nine months ended September 30, 2025, compared to other expense of $57,346 during 2024. The increase in other expense was driven by an increase in interest expense from increased loan balances, a loss on investment in the cost basis and equity method investments of $293,998 offset by a gain on the change in fair value of contingent consideration of $126,046.
Previous wording
Our B2B segment includes the results of operations of Eastern Standard, RevenueZen, DDS Rank, SEO Butler, Contentellect, and DealPipe. These entities share similar characteristics such as customers being businesses and being primarily service-related revenue.
Current wording
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.
Previous wording
B2B revenue increased by $2,075,088 or 130% during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase is primarily due to revenue from our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $91,300, and our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024, which increased revenue by approximately $2,168,000.
Current wording
B2B revenue increased by $2,795,216 or 107% during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase is primarily due to revenue from our DDS Rank acquisition completed at the end of the second quarter of fiscal 2024, which increased revenue by approximately $91,300, and our Eastern Standard acquisition completed during the fourth quarter of fiscal 2024, which increased revenue by approximately $3,340,000.
Previous wording
B2B total operating income decreased by $182,060 or 90% during the six months ended June 30, 2025 compared to the six months ended June 30, 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.
Current wording
B2B total operating income decreased by $203,207 or 80% during the nine months ended September 30, 2025 compared to the nine months ended September 30, 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.
Previous wording
B2C revenue increased by $571,563 or 33% during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase is primarily due to an increase in digital product sales within the Company’s Proofread Anywhere subsidiary.
Current wording
B2C revenue increased by $581,696 or 21% during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase is primarily due to an increase in digital product sales within the Company’s Proofread Anywhere subsidiary.
Previous wording
B2C incurred total operating income of $150,261 during the three months ended June 30, 2025 compared to an operating income of $62,106 during the three months ended June 30, 2024, primarily due to the increase in sales from the Proofread Anywhere subsidiary.
Current wording
B2C incurred total operating income of $665,527 during the nine months ended September 30, 2025 compared to an operating income of $421,896 during the nine months ended September 30, 2024, primarily due to the increase in sales from the Proofread Anywhere subsidiary.
Previous wording
Our primary source of operating cash inflows are payments from portfolio companies. In addition, the Company has raised approximately $1,500,000 pursuant to a private offerings of Series A preferred stock through June 30, 2025, $976,800 in notes payable and repaid $2,164,498 on its acquisition notes.
Current wording
Our primary source of operating cash inflows are payments from portfolio companies. In addition, the Company has raised approximately $1,500,000 pursuant to private offerings of Series A preferred stock through September 30, 2025, $1,211,000 in notes payable and repaid $2,164,498 on its acquisition notes.
Previous wording
Net cash used in operating activities was $575,164 and $763,747 for the six months ended June 30, 2025 and 2024, respectively. The decrease was primarily from the increase in revenues and decreased general and administrative costs as the Company expanded its operations through its business acquisitions in the past year.
Current wording
Net cash used in operating activities was $540,977 and $696,716 for the nine months ended September 30, 2025 and 2024, respectively. The decrease was primarily from the increase in revenues and decreased general and administrative costs as the Company expanded its operations through its business acquisitions in the past year.
Previous wording
Net cash used in investing activities was $0 and $304,000 for the six months ended June 30, 2025 and 2024, respectively. The cash used in investing activities was primarily for the purchase of businesses in the prior period and additional cost method investments.
Current wording
Net cash used in investing activities was $0 and $304,000 for the nine months ended September 30, 2025 and 2024, respectively. The cash used in investing activities was primarily for the purchase of businesses in the prior period and additional cost method investments.
Previous wording
Cash flows provided by financing activities was $585,097 for the six months ended June 30, 2025 compared to cash provided by financing activities of $415,749 during the six months ended June 30, 2024. During the 2025 period, we received $865,965 in proceeds from sales of Series A preferred stock and we paid $201,848 in dividends to preferred stockholders, made payments totaling $266,295 on notes payable, made payments totaling $133,845 related to contingent consideration and made distributions totaling $37,680 to our non-controlling interest holders. During the 2024 period, we received $10,000 in proceeds from sales of Series A preferred stock, $417,900 in proceeds from notes payable, and $200,000 in proceeds from related party notes payables, made payments of $151,035 in dividends to preferred stockholders, made payments totaling $56,516 on notes payable, made payments of $1,000 on related party notes payable, and $3,600 in distribution to non-controlling interest holders.
Current wording
Cash flows provided by financing activities was $435,579 for the nine months ended September 30, 2025 compared to cash provided by financing activities of $480,218 during the nine months ended September 30, 2024. During the 2025 period, we received $830,000 in proceeds from sales of Series A preferred stock, proceeds of $593,371 from notes payable and $35,965 in related party notes payable and we paid $322,543 in dividends to preferred stockholders, made payments totaling $455,369 on notes payable, made payments totaling $167,845 related to contingent consideration and made distributions totaling $48,000 to our non-controlling interest holders. During the 2024 period, we received $20,000 in proceeds from sales of Series A preferred stock, $732,300 in proceeds from notes payable, and $200,000 in proceeds from related party notes payables, made payments of $234,596 in dividends to preferred stockholders, made payments totaling $238,046 on notes payable, made payments of $1,000 on related party notes payable, and $3,600 in distribution to non-controlling interest holders.
Previous wording
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 June 30, 2025, the Company estimated the remaining obligations owed under the revenue share obligation to be $85,975,
Current wording
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 September 30, 2025, the Company estimated the remaining obligations owed under the revenue share obligation to be $74,043,
Previous wording
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 June 30, 2025, the Company estimated the remaining obligations owed under the revenue share provisions to be $121,056 resulting in a change in the fair value of the continent consideration of $72,050.
Current wording
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 September 30, 2025, the Company estimated the remaining obligations owed under the revenue share provisions to be $103,654 resulting in a change in the fair value of the contingent consideration of $67,384.