Onfolio Holdings, Inc
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
ONFO$0.37+2.9%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-04-16.
0001654954-25-004315
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001654954-26-003083
Item 1A. Risk FactorsThe 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 193 previous paragraphs and 229 current paragraphs.
165 unchanged; 20 reworded; 44 added; 8 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 27 previous and 28 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 (44)
Current report
The Senior Secured Notes provide the note holder with liens on substantially all of our assets and contains financial covenants and other restrictions on our actions, which may cause significant risks to our stockholders and may impact our ability to operate our business. Any failure to meet our debt and other financial obligations or maintain compliance with related covenants could harm our business, financial condition, and results of operations.
Current report
On November 17, 2025, we issued the Senior Secured Notes in the aggregate principal amount of $6.0 million. In connection with the securities purchase agreement (the “Securities Purchase Agreement”) with the buyer relating to the Senior Secured Notes and the issuance of the Senior Secured Notes, we entered into a Security and Pledge Agreement (the “Security Agreement”) with the lead buyers, in its capacity as collateral agent, pursuant to which we granted to the lead buyer, for the ratable benefit of the lead buyer and the other buyers, a valid, perfected and enforceable security interest in all personal property and assets of the Company and its subsidiaries, which assets include substantially all of the assets of the Company and certain of the Company’s subsidiaries.
Current report
Pursuant to terms of the Senior Secured Notes and the Security Agreement, we have granted liens on substantially all of our assets, as collateral, and have agreed to significant covenants, including covenants that materially limit our ability to take certain actions, including our ability to pay dividends on our common stock, make certain investments and other payments, incur additional indebtedness, encumber and dispose of assets and customary events of default, including failure to pay amounts due, breaches of covenants and warranties, material adverse effect events, certain cross defaults and judgements and insolvency. For example, the Security Agreement contains restrictions on our ability to purchase or dispose of assets and have other affirmative and negative covenants that impact how we run our business. A failure to comply with the covenants and other provisions of the Senior Secured Notes (and any additional senior secured convertible notes of the Company we may issue) and the Security Agreement, including any failure to make a payment when required, would generally result in events of default under such instruments.
Current report
Our ability to make scheduled payments on the Senior Secured Notes (and any additional senior secured convertible notes we may issue) and other financial obligations and comply with financial covenants depends on our financial and operating performance. Our financial and operating performance will continue to be subject to prevailing economic conditions and to financial, business, and other factors, some of which are beyond our control. Failure within any applicable grace or cure periods to make such payments, comply with the financial covenants, or any other non-financial or restrictive covenant, would create a default under the Senior Secured Notes (and any additional senior secured convertible notes of the Company we may issue). Our cash flow and existing capital resources may be insufficient to repay our debt on each payment date and at maturity, in which case we would have to extend such payment date or maturity date, as applicable, or otherwise repay, refinance, and/or restructure the obligations under the Senior Secured Notes (and any additional senior secured convertible notes of the Company we may issue), including with proceeds from the sale of assets, and additional equity or debt capital. If we are unsuccessful in obtaining such extension, or entering into such repayment, refinance, or restructure prior to any payment date or maturity, as applicable, or any other default existed under the Senior Secured Notes (and any additional senior secured convertible notes of the Company we may issue), the interest rate would increase during the period of such default, the note holder would have an option to convert all or any portion of the Senior Secured Notes (and any additional senior secured convertible notes of the Company we may issue) at a lower conversion price, and the note holder would have the right to require us to redeem all or any portion of the Senior Secured Notes (and any additional senior secured convertible notes of the Company we may issue) at a 120% redemption price, which would jeopardize our ability to continue our current operations and result in a material adverse effect on us.
Current report
Additionally, in connection with the Securities Purchase agreement, we issued rights to receive common stock (“Rights”) to the buyers of the Senior Secured Notes and we entered into a registration rights agreement (“Registration Rights Agreement”) with the buyers of the Senior Secured Notes whereby we agreed to register with the U.S. Securities and Exchange Commission the shares of common stock received by the buyers pursuant to the Rights and upon conversion of the Senior Secured Notes. The Registrations Rights Agreement contains certain covenants and other obligations that subject us to damages, including liquidated damages, if we breach such covenants or fail to fulfill such obligations. Our failure to meet our obligations or maintain compliance with related covenants could harm our business, financial condition, and results of operations since such failures could cause us to utilize significant portions of our cash reserves and adversely affect our liquidity.
Current report
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the Senior Secured Notes when they come due.
Current report
On November 17, 2025, we issued the Senior Secured Notes in the aggregate principal amount of $6.0 million. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:
Current report
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under the Senior Secured Notes and our cash needs may increase in the future.
Current report
We may not have the ability to raise the funds necessary to settle conversions of the Senior Secured Notes in cash or to repurchase the notes upon an event of default or a fundamental change.
Current report
Holders of our Senior Secured Notes will have the right, subject to certain conditions and exceptions, to require us to repurchase all or any portion of their notes upon the occurrence of an event of default or a fundamental change at a repurchase price equal to 120% of the principal amount of the Senior Secured Notes to be repurchased, plus accrued and unpaid interest, if any, and other penalties. In addition, upon conversion of the Senior Secured Notes, unless the Senior Secured Noteholders elect to receive solely shares of our common stock to settle such conversion, we will be required to make cash payments with respect to the Senior Secured Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the Senior Secured Notes surrendered therefor or pay cash with respect to the Senior Secured Notes being converted. In addition, our ability to repurchase the Senior Secured Notes or to pay cash upon conversions of the Senior Secured Notes may be limited by law or by regulatory authority or otherwise. Our failure to repurchase the Senior Secured Notes at a time when the repurchase is required by the Securities Purchase Agreement and the Senior Secured Notes or to pay any cash payable on future conversions of the Senior Secured Notes as required by the Securities Purchase Agreement and the Senior Secured Notes would constitute a default under the Securities Purchase Agreement and the Senior Secured Notes. A default under the Securities Purchase Agreement and the Senior Secured Notes or the fundamental change itself could also lead to a default under other agreements we are subject to. If the repayment of the other related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Senior Secured Notes or make cash payments upon conversions thereof.
Current report
We are currently in default pursuant to the Senior Secured Notes and Registration Rights Agreement.
Current report
The Senior Secured Notes and Registration Rights Agreement contain certain covenants that we did not meet, which caused the triggering of certain events of default as more fully described in the Senior Secured Notes and Registration Rights Agreement. Our breach of such covenants included our failure to settle our Eastern Standard Note for common shares, our failure to have an registration statement covering the shares of common stock underlying the Senior Secured Notes declared effective within a certain timeframe, and our failure to pay to the Senior Secured Noteholders a percentage of net proceeds received pursuant to the sale of certain assets, all as more fully described in the Senior Secured Notes and Registration Rights Agreement. As a result, the Senior Secured Noteholders are entitled to: (i) 62.5% of the net proceeds from the sale of our Mightydeals.com business, (ii) redeem all, or any portion, of the Senior Secured Notes in cash at any time, (iii) adjust the conversion price of the Senior Secured Notes from the initial $0.984 per share, subject to adjustment, to an alternate conversion price, which shall remain in effect during the occurrence and continuance of an event of default, which is equal to 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, and (iv) approximately $400,000 in liquidated damages. As of March 31, 2026, the Senior Secured Noteholders have not exercised any default remedies that they are entitled to and we are currently negotiating a waiver with the Senior Secured Noteholders to waive the default remedies described in items (i), (ii) and (iv) above. No assurances can be made; however, that any or all of the default remedies described above will be waived by the Senior Secured Noteholders or that any waiver of any or all of the default remedies described above will occur at all.
Current report
Certain provisions in the Securities Purchase Agreement and the Senior Secured Notes may delay or prevent an otherwise beneficial takeover attempt of us.
Current report
Certain provisions in the Securities Purchase Agreement and the Senior Secured Notes may make it more difficult or expensive for a third party to acquire us. For example, the Securities Purchase Agreement and the Senior Secured Notes require us to repurchase the Senior Secured Notes upon the occurrence of an event of default or a fundamental change at a cash repurchase price equal to 120% of the principal amount of the Senior Secured Notes to be repurchased, plus accrued and unpaid interest, if any, and other potential penalties, and to increase the conversion rate for a holder that converts its Senior Secured Notes in connection with such a transaction. As a result, a takeover of us could make it more costly for a potential acquirer to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.
Current report
Risks Related to our Digital Assets Treasury Strategy
Current report
Our investments in digital assets subject us to significant volatility and potential losses.
Current report
Wehave used approximately $2.44 million of the net proceeds from the Senior Secured Notes to purchase digital assets, including Ethereum, Solana and Bitcoin. Digital assets are highly volatile and have experienced significant price fluctuations over short periods of time. As a result, the value of our holdings may decline materially, which could require us to recognize impairment charges or realized losses and could adversely affect our financial condition and results of operations. The digital asset market is relatively new and operates with limited regulatory oversight compared to traditional financial markets. Prices may be influenced by factors beyond our control, including regulatory developments, market sentiment, technological changes, cybersecurity incidents, and the financial condition or failure of major market participants. In addition, digital assets may be less liquid than other investments, and we may be unable to sell our holdings at favorable prices, or at all, during periods of market disruption. Accordingly, our digital asset strategy exposes us to risks that could materially and adversely impact our business and financial results.
Current report
We face risks relating to the custodyand securityof ourdigital assets*, includingthe potential loss or compromise of private keys and cyberattacks.*
Current report
We hold digital assets, including Ethereum, Solana and Bitcoin,* withthird-party custodians* that are responsible for safeguarding the associated private keys. The* insurancemaintained by such custodians, if any, may cover only a limited portion of the value of our digital asset holdings, and there can be no assurance that such coverage will be adequate or maintained. Digital assets are controllable only by the holder of the applicable public and private keys. While public keys are recorded on the blockchain, private keys must be securely maintained to prevent unauthorized access. If the private keys associated with our digital asset holdings are lost, destroyed, or otherwise compromised, and no backup is available, we may permanently lose access to some or all of our digital assets. In addition, digital asset custodians, wallets and related technologies have been subject to cyberattacks, security breaches and other malicious activities, and may be vulnerable to future incidents. Any such loss, theft or compromise could result in significant financial loss and materially and adversely affect our business and financial condition.*
Current report
Our increased digital assets holdings have required substantial changes in our day-to-day operations and have exposed and continue to expose us to significant operational risks.
Current report
Our increased digital assets holdings since the third quarter of 2025 exposed, and continues to expose, us to significant operational risks. Digital assets’ PoS consensus mechanism requires that we operate validator nodes, employ secure key management and implement slashing protection. It also requires that we maintain constant up time to ensure that we are eligible for staking rewards and to avoid penalties. In addition, the digital assets ecosystem rapidly evolves, with frequent upgrades and protocol changes that may require significant adjustments to our operational setup. The upgrades and protocol changes may require that we incur unanticipated costs and it could cause temporary service disruptions. We may also need to employ third-party service providers in our operations, which may introduce risks outside of our control, including significant cybersecurity risks. Any of these operational risks could materially and adversely affect our ability to execute our digital assets strategy and may prevent us from realizing positive returns and could severely hurt our financial condition.
Current report
Ourcommonstock may trade at a substantial premium or discount to the value of thedigital assetswe hold, and our stock price may be more volatile than the price ofdigital assets*.***
Current report
The market price of our common stock reflects many factors that do not affect the spot price of our digital assets*** and may therefore diverge materially—positively or negatively—from the per-share value of our digital assets holdings (net of cash, other assets and liabilities). These factors include, among others: our corporate-level expenses; taxes; the timing, size and pricing of equity or debt financings (including at-the-market offerings or convertible securities), equity awards and other sources of dilution; expectations about our future purchases or sales of digital assets, staking activity or special distributions; our liquidity, public float, short interest and securities lending/borrow dynamics; the availability and pricing of exchange-listed alternatives (such as exchange-traded products holding digital assets) and differences between those vehicles and a corporate issuer (including the absence in our case of an in-kind creation/redemption mechanism that can reduce premiums/discounts); differences in trading hours and market microstructure between our common stock and spot markets for digital assets; changes in index inclusion, analyst coverage or investor sentiment toward us as an operating company; our corporate governance, financial reporting and any actual or perceived operational, custody, technology or regulatory risks specific to us; and broader equity-market conditions independent of crypto-asset markets. As a result, our stock may trade at a premium or discount to the value of our digital assets *** holdings for extended periods, and may be more volatile than the price of our digital assets*** . Accordingly, investors could lose all or a substantial part of their investment even if the market price of our digital assets *** does not decline, and may not benefit commensurately from increases in the market price of our digital assets***.***
Current report
Digital assets have a limited operating history and are highly volatile, and volatility in the price of our digital assets could materially adversely affect our financial results and the market price of our common stock.
Current report
Digital assets are a highly volatile asset, and fluctuations in the prices of digital assets* are likely to influence our financial results and the market price of our common stock. The market value of digital assets is not related to any specific company, government or asset. The valuation of digital assets depends on a number of factors, including future expectations for the value of the digital asset networks, the number of digital assets transactions and the overall usage of digital assets *as an asset. A significant portion of digital assets’ value is speculative and depends on factors such as expectations regarding the digital asset networks, transaction activity and broader adoption, which contributes to price volatility.
Current report
Our digital asset treasury strategy has a limited operating history and may not perform as we expect across different market conditions. If the price of our digital assets decreases materially or we are unable to execute our treasury strategy (including acquiring, holding, and staking our digital assets) as intended, our financial condition, results of operations, and the market price of our common stock could be materially adversely affected. Our ability to pursue this strategy also depends, in significant part, on our ability to raise capital on acceptable terms.
Current report
Our financial results and the market price of our common stock would be adversely affected, and our business and financial condition would be negatively impacted if the price of our digital assets decreased substantially, including as a result of:
Current report
Security breaches or cyberattacks could result in loss of our digital assets.**
Current report
Substantially all of the digital assets we own are held in custody accounts at institutional-grade digital asset custodians. Security breaches and cyberattacks are of particular concern with respect to our digital assets activities. A successful security breach or cyberattack could result in:
Current report
In addition, the digital asset networks and the digital asset service providers we rely on depend on Internet connectivity and the integrity of Internet routing. Denial-of-service attacks can cause temporary delays in block creation and transfers. Border gateway protocol hijacking, or BGP hijacking, may allow an attacker to intercept or reroute traffic, isolate portions of the network, and increase the risk of double-spending or other security failures. Any such disruption could impair our ability to transfer our digital assets, disrupt staking or other treasury activities, reduce confidence in digital assets, and adversely affect the price of our digital assets and the market price of our common stock.
Current report
Cyberattacks are increasing in frequency, persistence, and sophistication, including by well-funded and organized groups and state actors. The methods used to obtain unauthorized access to systems and information, disrupt services, or sabotage operations evolve rapidly and may be difficult to detect, and attacks may target our systems or those of our third-party service providers and partners. We may experience breaches due to human error, malfeasance, insider threats, or system vulnerabilities, including through hacking, social engineering, phishing, and fraud. Certain threats may remain dormant or undetected for extended periods, and remote-work arrangements and geopolitical conflicts may increase cybersecurity risks.
Current report
Digital asset transactions generally are not reversible without the consent and active participation of the recipient (or, in theory, control or consent of a majority of the network’s processing power). As a result, if unauthorized parties obtain access to our digital assets, compromise private keys or other credentials, or effect an unauthorized or erroneous transfer, whether through compromise of our systems or those of our custodians, staking providers, execution partners, or other third parties, we may be unable to recover the affected digital assets , or otherwise unwind or remediate unauthorized or erroneous transactions in a timely manner. Any such loss could materially and adversely affect our business, financial condition, and results of operations.
Current report
A “fork” in the network protocols could adversely affect the value of our digital assets holdings.
Current report
The digital asset networks operate using open-source protocols, meaning that any user can become a node and participating in the network, and no permission of a central authority or body is needed to do so. In addition, anyone can propose a modification to a network’s source code and then propose that the respective network community support the modification. These proposed modifications to the network’s source code, if adopted, can lead to forks.
Current report
Forks in the digital asset protocols may lead to disruptions, security risks or declines in our digital assets value. A “fork” occurs when a change to the digital asset network’s source code creates two incompatible versions of the blockchain, resulting in separate networks. Forks may be planned (e.g., upgrades to the Ethereum protocol like the Merge or Dencun) or unplanned (e.g., due to software bugs or validator disagreement). Planned forks are designed to improve performance or introduce new features, but they may introduce bugs, security vulnerabilities, or unexpected economic consequences. Unplanned forks can arise from client software inconsistencies or protocol failures, causing network instability or fragmentation. In either case, forks may result in operational outages, user confusion, replay attacks and reduced validator participation, all of which could adversely affect the price of our digital assets. Our digital assets holdings, staking activities and related treasury strategy could be materially negatively impacted in the event of such a fork.
Current report
On January 6, 2026, our Company received a written notification (the “Notice”) from the Listing Qualifications Staff of Nasdaq stating that our Company is not in compliance with Nasdaq Listing Rule 5550(a)(2) because for the last 33 consecutive business days prior to that date the closing bid price of our Company’s common stock was below the $1.00 per share minimum required for continued listing on Nasdaq. To date, the Notice has no effect on the listing or trading of the Company’s common stock on the Nasdaq. However, Nasdaq Listing Rules provide the Company a compliance period of 180 calendar days (i.e., until July 6, 2026) in which to regain compliance, and the Company will regain compliance if the closing bid price of its common stock is $1.00 per share or higher for a minimum period of ten consecutive business days during this compliance period. In the event our Company does not regain compliance, our Company may be eligible for additional time. To qualify, our Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to the staff of Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that its securities will be subject to delisting.
Current report
If we complete a reverse stock split, it may decrease the liquidity of our common stock and may not improve trading or investor interest.
Current report
The liquidity of our common stock may be adversely affected by a reverse stock split due to the reduced number of shares outstanding following its effectiveness, particularly if the market price of our common stock does not increase proportionately as a result of the reverse stock split. A reduction in the number of outstanding shares may decrease trading volume and increase price volatility. In addition, the reverse stock split may increase the number of stockholders who hold “odd lots” (fewer than 100 shares), which could result in higher transaction costs and greater difficulty in selling shares. Although we believe that a higher per-share price may improve the perception of our common stock and broaden potential investor interest, including from institutional investors, there can be no assurance that the reverse stock split will achieve these objectives. The resulting market price of our common stock may not attract new investors or satisfy the investment guidelines of institutional investors. Accordingly, the trading liquidity of our common stock may not improve and could decline.
Showing the first 40 of 44 passages. Open the source sections for the rest.
Removed paragraphs (8)
Previous report
*** Revision of previously issued consolidated financial statements.***
Previous report
During the year ended December 31, 2024, the Company identified errors in its previously issued consolidated financial statements for the year ended December 31, 2023 related to the impairment of intangible assets and goodwill of certain recently acquired businesses. These errors were a result of the Company revising the estimated cash flows used in its determination of the recoverability of the impaired assets as well as the sequencing of impairment testing thereby resulting in an understatement of impairment expense for the year ended December 31, 2023 and a subsequent overstatement of amortization expense in each of the quarters for the year ended December 31, 2024.
Previous report
The errors noted above did not result in the 2023 financial statements being materially misstated. However, in order to correctly reflect the errors in the appropriate period, management has revised the 2023 previously issued financial statements in this form 10-K. See Note 1 of our accompanying audited financial statements Financial Statements**.**
Previous report
In addition to the GDPR, the European Commission has another draft regulation in the approval process that focuses on a person’s right to conduct a private life. The proposed legislation, known as the Regulation of Privacy and Electronic Communications (“ePrivacy Regulation”), would replace the current ePrivacy Directive. While the text of the ePrivacy Regulation is still under development, a recent European court decision and regulators’ recent guidance are driving increased attention to cookies and tracking technologies. If regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. Regulation of cookies and similar technologies may lead to broader restrictions on our marketing and personalization activities and may negatively impact our efforts to understand users.
Reworded paragraphs (20)
Previous wording
We are a company with limited history and may not be able to continue to successfully manage our online businesses on a combined basis.
Current wording
We may not be able to continue to successfully manage our online businesses on a combined basis.
Previous wording
Both our Company and many of our online businesses have a limited operating history upon which an evaluation of our online businesses and plans or performance and prospects can be made. Our business and prospects must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with newly established businesses. The risks include, but are not limited to, the possibility that we will not be able to build a positive reputation with customers, distinguish ourselves from competitors, scale our business efficiently, maintain and expand our businesses relationships with suppliers and service vendors, respond to evolving industry standards and government regulation that impact our business and our online businesses, particularly in the areas of data collection and consumer privacy, prevent or mitigate failures or breaches of security, continue to expand our business internationally, and hire and retain qualified and motivated employees. For example, during 2023, we closed our Digitallyapproved.com and Prettyneatcreative.com online businesses. We cannot assure you that we can successfully address these challenges and if unsuccessful, our, financial condition and operating results could be materially and adversely affected.
Current wording
Many of our online businesses have a limited operating history upon which an evaluation of our online businesses and plans or performance and prospects can be made. Our business and prospects must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with newly established businesses. The risks include, but are not limited to, the possibility that we will not be able to build a positive reputation with customers, distinguish ourselves from competitors, scale our business efficiently, maintain and expand our businesses relationships with suppliers and service vendors, respond to evolving industry standards and government regulation that impact our business and our online businesses, particularly in the areas of data collection and consumer privacy, prevent or mitigate failures or breaches of security, continue to expand our business internationally, and hire and retain qualified and motivated employees. We cannot assure you that we can successfully address these challenges and if unsuccessful, our, financial condition and operating results could be materially and adversely affected.
Previous wording
We have incurred operating losses and experienced negative cash flow since our inception. We incurred a net loss of $1,773,942 for the year ended December 31, 2024 and $9,150,066 for the year ended December 31, 2023. We may continue to incur operating losses through at least 2025.
Current wording
We have incurred operating losses and experienced negative cash flow since our inception. We incurred a net loss of $2,540,368 and $1,773,942 for the year ended December 31, 2025 and December 31, 2024, respectively. We may continue to incur operating losses through at least 2026.
Previous wording
We will need to raise additional funds in the future to fund our working capital needs and to fund further expansion of our business. We may require additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for these purposes. No assurance can be given that necessary funds will be available for us to finance our development on acceptable terms, if at all. Furthermore, such additional financings may involve substantial dilution of our stockholders or may require that we relinquish rights to certain of our technologies or products. In addition, we may experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans.
Current wording
In October 2025 we raised $1.0 million in gross proceeds pursuant to a private offering consisting of units comprised of common stock and warrants to purchase common stock, and in November 2025 we issued senior secured convertible notes in the aggregate principal amount of $6.0 million (the “Senior Secured Notes”), but we will need to raise additional funds in the future to fund our working capital needs and to fund further expansion of our business. Although Company has authorized senior secured convertible notes of the Company, in the aggregate original principal amount of up to $300,000,000, depending on a number of factors, we may not be able to nor desire to sell any additional authorized senior secured convertible notes. We may require additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for these purposes. No assurance can be given that necessary funds will be available for us to finance our development on acceptable terms, if at all. Furthermore, such additional financings may involve substantial dilution of our stockholders or may require that we relinquish rights to certain of our technologies or products. In addition, we may experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans.
Previous wording
Even if we conduct extensive due diligence on a target website that we acquire, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets or incur impairment or other charges that could result in our reporting losses. For example, during the year ended December 31, 2023, after taking into account the lower than expected performances of the following businesses and the rising interest rates, the Company recognized impairment losses of $2,642,649 related to the BCP Media Acquisition, $580,284 related to the BWPS Acquisition, and $903,897 related to the SEO Butler Acquisition, $700,000 related to Mighty Deals website domains and $84,000 related to Pretty Neat Creative, operating under Onfolio Crafts LLC, and $105,937 related to various website domains operating under Onfolio Assets LLC for total aggregate impairment expense $5,016,765. Management has a process to evaluate the viability and profitability of each business. If and when management concludes that a business has a significantly reduced future value, management will assess the asset for possible impairment in the quarter management reaches that conclusion. The Company did not incur similar impairment costs during the year ended December 31, 2024. So, even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the acquisition transaction or thereafter. Accordingly, we could experience a significant negative effect on our financial condition, results of operations and the price of our securities. As of the date of this Report on Form 10-K, we have no agreements to make any additional acquisitions.
Current wording
Even if we conduct extensive due diligence on a target website that we acquire, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets or incur impairment or other charges that could result in our reporting losses. Management has a process to evaluate the viability and profitability of each business. If and when management concludes that a business has a significantly reduced future value, management will assess the asset for possible impairment in the quarter management reaches that conclusion. During the year ended December 31, 2025, the Company recognized impairment losses of approximately $217,000 related to allthingsdogs.com and approximately $223,000 related to DDS Rank, respectively. So, even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the acquisition transaction or thereafter. Accordingly, we could experience a significant negative effect on our financial condition, results of operations and the price of our securities. As of the date of this Report on Form 10-K, we have no agreements to make any additional acquisitions.
Previous wording
We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions. For example, the California Consumer Privacy Act (“CCPA”), which came into force in 2020, provides new data privacy rights for California consumers and new operational requirements for covered companies. Specifically, the CCPA mandates that covered companies provide new disclosures to California consumers and afford such consumers new data privacy rights that include, among other things, the right to request a copy from a covered company of the personal information collected about them, the right to request deletion of such personal information, and the right to request to opt-out of certain sales of such personal information. The California Attorney General can enforce the CCPA, including seeking an injunction and civil penalties for violations. The CCPA also provides a private right of action for certain data breaches that is expected to increase data breach litigation. Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”), was approved by California voters in the November 3, 2020 election. The CPRA generally took effect on January 1, 2023 and significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. Some observers have noted the CCPA and CPRA could mark the beginning of a trend toward more stringent privacy legislation in the United States, which could also increase our potential liability and adversely affect our business. For example, the CCPA has encouraged “copycat” or other similar laws to be considered and proposed in other states across the country, such as in Virginia, New Hampshire, Illinois and Nebraska. This legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, could impact strategies and availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.
Current wording
We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions. For example, the California Consumer Privacy Act (“CCPA”), which came into force in 2020, provides data privacy rights for California consumers and operational requirements for covered companies. Specifically, the CCPA mandates that covered companies provide disclosures to California consumers and afford such consumers data privacy rights that include, among other things, the right to request a copy from a covered company of the personal information collected about them, the right to request deletion of such personal information, and the right to request to opt-out of certain sales of such personal information. The California Attorney General can enforce the CCPA, including seeking an injunction and civil penalties for violations. The CCPA also provides a private right of action for certain data breaches that is expected to increase data breach litigation. Additionally, on January 1, 2023, the California Privacy Rights Act (“CPRA took effect and significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. In addition to California, the following states have enacted laws that are either currently in effect or becoming effective this year: Virginia, Colorado, Connecticut, Utah, Texas, Oregon, Montana, Florida, Delaware, Iowa, Nebraska, New Hampshire, New Jersey, Tennessee, Minnesota, Maryland, Indiana, Kentucky, Rhode Island and Arkansas (effective July 2026). This trend toward more stringent privacy legislation in the United States could increase our potential liability and adversely affect our business since the additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, which could impact strategies and availability of previously useful data and result in increased compliance costs and/or changes in business practices and policies.
Previous wording
In addition, the data protection landscape in the EU is continually evolving, resulting in possible significant operational costs for internal compliance and risks to our business. The EU adopted the General Data Protection Regulation (“GDPR”), which became effective in May 2018, and contains numerous requirements and changes from previously existing EU laws, including more robust obligations on data processors and heavier documentation requirements for data protection compliance programs by companies.
Current wording
In addition, the data protection landscape in the EU is continually evolving, resulting in possible significant operational costs for internal compliance and risks to our business. The EU adopted the General Data Protection Regulation (“GDPR”), which became effective in May 2018, and contains numerous requirements and changes from previously existing EU laws, including more robust obligations on data processors and heavier documentation requirements for data protection compliance programs by companies. Further, The EU AI Act, which takes full effect August 2, 2026, is designed to complement the GDPR by requiring transparency in AI-driven decisions.
Previous wording
Further, in March 2017, the United Kingdom formally notified the European Council of its intention to leave the EU pursuant to Article 50 of the Treaty on European Union (“Brexit”). The United Kingdom ceased to be an EU Member State on January 31, 2020, but enacted a Data Protection Act substantially implementing the GDPR (“U.K. GDPR”), effective in May 2018, which was further amended to align more substantially with the GDPR following Brexit. It is unclear how U.K. data protection laws or regulations will develop in the medium to longer term and how data transfers to and from the United Kingdom will be regulated. Some countries also are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services. Since 2021, when the transitional period following Brexit expired, we are required to comply with both the GDPR and the U.K. GDPR, with each regime having the ability to fine up to the greater of €20 million (in the case of the GDPR) or £17 million (in the case of the U.K. GDPR) and 4% of total annual revenue. The relationship between the United Kingdom and the EU in relation to certain aspects of data protection law remains unclear, including, for example, how data transfers between EU member states and the United Kingdom will be treated and the role of the United Kingdom’s Information Commissioner’s Office following the end of the transitional period. These changes could lead to additional costs and increase our overall risk exposure.
Current wording
Further, the United Kingdom enacted a Data Protection Act substantially implementing the GDPR (“U.K. GDPR”), effective in May 2018, which substantially aligns with the GDPR. It is unclear how U.K. data protection laws or regulations will develop in the medium to longer term and how data transfers to and from the United Kingdom will be regulated. Some countries also are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services. Since 2021, when the transitional period following Brexit expired, we are required to comply with both the GDPR and the U.K. GDPR, with each regime having the ability to fine up to the greater of €20 million (in the case of the GDPR) or £17 million (in the case of the U.K. GDPR) and 4% of total annual revenue. The relationship between the United Kingdom and the EU in relation to certain aspects of data protection law remains unclear, including, for example, how data transfers between EU member states and the United Kingdom will be treated and the role of the United Kingdom’s Information Commissioner’s Office following the end of the transitional period. These changes could lead to additional costs and increase our overall risk exposure.
Previous wording
A variety of laws and regulations have been adopted in recent years aimed at protecting children using the internet such as the COPPA and Article 8 of the GDPR. We implement certain precautions to ensure that we do not knowingly collect personal information from children under the age of 13 through our websites. Despite our efforts, no assurances can be given that such measures will be sufficient to completely avoid allegations of COPPA violations, any of which could expose us to significant liability, penalties, reputational harm and loss of revenue, among other things. Additionally, new regulations are being considered in various jurisdictions to require the monitoring of user content or the verification of users’ identities and age. Such new regulations, or changes to existing regulations, could increase the cost of our operations.
Current wording
A variety of laws and regulations have been adopted in recent years aimed at protecting children using the internet such as the Children’s Online Privacy Protection Act (COPPA), a U.S. federal law and Article 8 of the GDPR. We implement certain precautions to ensure that we do not knowingly collect personal information from children under the age of 13 through our websites. Despite our efforts, no assurances can be given that such measures will be sufficient to completely avoid allegations of COPPA violations, any of which could expose us to significant liability, penalties, reputational harm and loss of revenue, among other things. Additionally, new regulations are being considered in various jurisdictions to require the monitoring of user content or the verification of users’ identities and age. Such new regulations, or changes to existing regulations, could increase the cost of our operations.
Previous wording
We have 1,000,000 shares of series A preferred stock reserved pursuant to an ongoing concurrent private offering of series A preferred stock. As of the date of this Report on Form 10-K, 162,180 shares of series A preferred stock are issued and outstanding. The series A preferred is senior in rank to shares of common stock with respect to dividends, liquidation and dissolution. Each share of series A preferred carries an annual 12% cumulative, non-compounding dividend based on the cash amount invested into the series A preferred, payable quarterly. All accrued dividends on any shares of series A preferred stock shall be paid in cash only when, as and if declared by the Board out of funds legally available therefor or upon a liquidation or redemption of the shares of series A preferred stock in accordance with the liquidation and redemption provisions of the shares of series A preferred stock contained in the Company’s certificate of incorporation. Dividends on series A preferred will be paid prior to any dividends on any other class of shares, including common stock. In the event of any liquidation, dissolution or winding up of our Company, the proceeds shall be paid as follows: (i) first, pay the purchase price plus accrued dividends, on each share of series A preferred; and (ii) next, the balance of any proceeds shall be distributed pro rata to holders of common stock or other junior securities. Except as otherwise required by law, the series A preferred stock have no voting rights other than as provided by the provisions of our Company’s certificate of incorporation where the series A preferred will vote as a separate class. The series A preferred shall be redeemable at the option of our Company commencing any time after January 1, 2026 at a price equal to the purchase price ($25.00 per share as of the date hereof) plus accrued dividends, on each share of series A preferred. On or before 180 days following the sale of at least 600,000 shares of the series A preferred, our Company shall register the series A preferred by preparing and filing one registration statement, or if necessary more than one registration statement, of our Company in compliance with the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and thereafter apply to list the series A preferred stock on a U.S. stock exchange or develop a public trading market for the series A preferred stock by soliciting securities brokers to become market makers of the series A preferred on an established over the counter trading market, such as the OTC Markets. Our series A preferred stock became quoted and began trading on the OTCQB on October 30, 2024 under the symbol “ONFOP.”
Current wording
We have 1,000,000 shares of series A preferred stock reserved pursuant to an ongoing concurrent private offering of series A preferred stock. As of the date of this Report on Form 10-K, 169,460 shares of series A preferred stock are issued and outstanding. The series A preferred is senior in rank to shares of common stock with respect to dividends, liquidation and dissolution. Each share of series A preferred carries an annual 12% cumulative, non-compounding dividend based on the cash amount invested into the series A preferred, payable quarterly. All accrued dividends on any shares of series A preferred stock shall be paid in cash only when, as and if declared by the Board out of funds legally available therefor or upon a liquidation or redemption of the shares of series A preferred stock in accordance with the liquidation and redemption provisions of the shares of series A preferred stock contained in the Company’s certificate of incorporation. Dividends on series A preferred will be paid prior to any dividends on any other class of shares, including common stock. In the event of any liquidation, dissolution or winding up of our Company, the proceeds shall be paid as follows: (i) first, pay the purchase price plus accrued dividends, on each share of series A preferred; and (ii) next, the balance of any proceeds shall be distributed pro rata to holders of common stock or other junior securities. Except as otherwise required by law, the series A preferred stock have no voting rights other than as provided by the provisions of our Company’s certificate of incorporation where the series A preferred will vote as a separate class. The series A preferred shall be redeemable at the option of our Company commencing any time after January 1, 2026 at a price equal to the purchase price ($25.00 per share as of the date hereof) plus accrued dividends, on each share of series A preferred. On or before 180 days following the sale of at least 600,000 shares of the series A preferred, our Company shall register the series A preferred by preparing and filing one registration statement, or if necessary more than one registration statement, of our Company in compliance with the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and thereafter apply to list the series A preferred stock on a U.S. stock exchange or develop a public trading market for the series A preferred stock by soliciting securities brokers to become market makers of the series A preferred on an established over the counter trading market, such as the OTC Markets. Our series A preferred stock became quoted and began trading on the OTCQB on October 30, 2024 under the symbol “ONFOP.”
Previous wording
We may not be able to maintain a listing of our common stock and publicly-traded warrants on Nasdaq.
Current wording
We may not be able to maintain a listing of our common stock and publicly-traded warrants on Nasdaq.*** Currently, we are not in compliance with Nasdaq’s minimum bid price requirement, which means our common stock could be delisted, which could materially and adversely affect the liquidity and market value of our common stock.***
Previous wording
Our Board may determine from time to time that it needs to raise additional capital by issuing additional shares of our common stock, series A preferred stock or other securities. Except as otherwise described in this Report on Form 10-K, we will not be restricted from issuing additional common stock, including securities that are convertible into or exchangeable for, or that represent the right to receive, shares of our common stock, or series A preferred stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future offerings, or the prices at which such offerings may be affected. Additional equity offerings may dilute the holdings of existing stockholders or reduce the market price of some of our securities, or all of them. Holders of our securities are not entitled to pre-emptive rights or other protections against dilution. New investors also may have rights, preferences and privileges that are senior to, and that adversely affect, then current holders of our securities. Additionally, if we raise additional capital by making offerings of debt or preferred shares, upon our liquidation, holders of our debt securities and preferred shares, and lenders with respect to other borrowings, may receive distributions of its available assets before the holders of our common stock. We currently have 1,000,000 shares of series A preferred stock reserved pursuant to an ongoing concurrent private offering of series A preferred stock. As of the date of this Report on Form 10-K, 162,180 shares of series A preferred stock are issued and outstanding. The series A preferred stock is senior in rank to shares of common stock with respect to dividends, liquidation and dissolution, but may not be senior in rank to other series of preferred stock that we may issue in the future.
Current wording
Our Board may determine from time to time that it needs to raise additional capital by issuing additional shares of our common stock, series A preferred stock or other securities. Except as otherwise described in this Report on Form 10-K, we will not be restricted from issuing additional common stock, including securities that are convertible into or exchangeable for, or that represent the right to receive, shares of our common stock, or series A preferred stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future offerings, or the prices at which such offerings may be affected. Additional equity offerings may dilute the holdings of existing stockholders or reduce the market price of some of our securities, or all of them. Holders of our securities are not entitled to pre-emptive rights or other protections against dilution. New investors also may have rights, preferences and privileges that are senior to, and that adversely affect, then current holders of our securities. Additionally, if we raise additional capital by making offerings of debt or preferred shares, upon our liquidation, holders of our debt securities and preferred shares, and lenders with respect to other borrowings, may receive distributions of its available assets before the holders of our common stock. We currently have 1,000,000 shares of series A preferred stock reserved pursuant to an ongoing concurrent private offering of series A preferred stock. As of the date of this Report on Form 10-K, 169,460 shares of series A preferred stock are issued and outstanding. The series A preferred stock is senior in rank to shares of common stock with respect to dividends, liquidation and dissolution, but may not be senior in rank to other series of preferred stock that we may issue in the future.
Previous wording
Our warrants do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period of time. Our warrants are exercisable for five years from the date of initial issuance and currently have an exercise price of $5.00 per share. There can be no assurance that the market price of our shares of common stock will equal or exceed the exercise price of the warrants. In the event that the stock price of our shares of common stock does not exceed the exercise price of the warrants during the period when the warrants are held and exercisable, the warrants may not have any value to their holders.
Current wording
Our warrants do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period of time. Our warrants are exercisable for five years from the date of initial issuance and currently have an exercise price of $2.50 per share. There can be no assurance that the market price of our shares of common stock will equal or exceed the exercise price of the warrants. In the event that the stock price of our shares of common stock does not exceed the exercise price of the warrants during the period when the warrants are held and exercisable, the warrants may not have any value to their holders.
Previous wording
The warrant certificate governing our warrants designates the state and federal courts of the State of New York sitting in the City of New York, Borough of Manhattan, as the exclusive forum for actions and proceedings with respect to all matters arising out of the warrants, which could limit a warrantholder’s ability to choose the judicial forum for disputes arising out of the warrants.
Current wording
The warrant certificate governing our warrants designates the state and federal courts of the State of New York sitting in the City of New York, Borough of Manhattan, as the exclusive forum for actions and proceedings with respect to all matters arising out of the warrants, which could limit a warrant holder’s ability to choose the judicial forum for disputes arising out of the warrants.
Previous wording
Ourseries A preferred stock has not been rated.
Current wording
Our series A preferred stock has not been rated.
Previous wording
Given the potential for redemption of our series A preferred shares at the Company’s option commencing January 1, 2026, holders of such shares may face an increased reinvestment risk, which is the risk that the return on an investment purchased with proceeds from the sale or redemption of the series A preferred stock may be lower than the return previously obtained from the investment in the series A preferred shares.
Current wording
Given the potential for redemption of our series A preferred shares at the Company’s option that commenced on January 1, 2026, holders of such shares may face an increased reinvestment risk, which is the risk that the return on an investment purchased with proceeds from the sale or redemption of the series A preferred stock may be lower than the return previously obtained from the investment in the series A preferred shares.
Previous wording
We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
Current wording
We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
Previous wording
Future sales and issuances of our securities or rights to purchase our securities, including pursuant to our equity incentive plan and outstanding warrants could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
Current wording
Future sales and issuances of our securities or rights to purchase our securities, including pursuant to our Securities Purchase Agreement and the related Rights, equity incentive plan and outstanding warrants could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
Previous wording
We expect that significant additional capital may be needed in the future to continue our planned operations, including acquiring additional online businesses, marketing activities and costs associated with operating a public company. To raise capital, we may sell common stock, series A preferred stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, series A preferred stock, convertible securities or other equity securities, existing stockholders may be materially diluted by subsequent sales, and new investors could gain rights, preferences and privileges senior to the holders of our existing securities. The aggregate number of shares of our common stock that may be issued pursuant to stock awards under our 2020 Equity Incentive Plan, as amended, (the “2020 Plan”) is 2,600,000 shares, except at any given time, the number of shares that may be issued pursuant to the 2020 Plan cannot exceed the number of shares that is equal to 20% of our Company’s total shares of common stock outstanding at the time of any grant of awards under the 2020 Plan. Increases in the number of shares available for future grant or purchase may result in additional dilution, which could cause our stock price to decline.
Current wording
We expect that significant additional capital may be needed in the future to continue our planned operations, including acquiring additional online businesses, marketing activities and costs associated with operating a public company. To raise capital, we may sell common stock, series A preferred stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, series A preferred stock, convertible securities or other equity securities, existing stockholders may be materially diluted by subsequent sales, and new investors could gain rights, preferences and privileges senior to the holders of our existing securities. The aggregate number of shares of our common stock that may be issued pursuant to stock awards under our 2020 Equity Incentive Plan, as amended, (the “2020 Plan”) is 2,600,000 shares, except at any given time, the number of shares that may be issued pursuant to the 2020 Plan cannot exceed the number of shares that is equal to 20% of our Company’s total shares of common stock outstanding at the time of any grant of awards under the 2020 Plan. Pursuant to the Securities Purchase Agreement and the related Rights, if we elect to sell all $300,000,000 of the Senior Secured Notes pursuant to the Securities Purchase Agreement, assuming a default premium of 20% and the Floor Price of $0.22, we may issue up to 1,636,363,636 additional shares of common stock upon the conversion, exercise or settlement of the securities issued thereunder plus the number of shares derived by multiplying (x) the value (as determined in accordance with the Rights) of the cryptocurrency and/or Digital Assets purchased by the Company, from and after November 17, 2025, by (y) 20%, in accordance with the terms of the Securities Purchase Agreement. Because the conversion price and the Floor Price of the Senior Secured Notes and the conversion price of the Rights may be adjusted, the number of shares of common stock that will actually be issued may be more or less than the 1,636,363,636+ additional shares of common stock described above. To date, we have sold an aggregate principal amount of $6,000,000 in Senior Secured Notes. Increases in the number of shares available for future grant or purchase may result in additional dilution, which could cause our stock price to decline.
Previous wording
Our directors and executive officers own approximately 30.8% of our outstanding common stock. Accordingly, these stockholders may exert significant influence over the outcome of corporate actions requiring stockholder approval, including the election of directors, a merger, the consolidation or sale of all or substantially all of our assets or any other significant corporate transaction. The interests of these stockholders may not be the same as or may even conflict with our other investors’ interests. For example, these stockholders could delay or prevent a change in control of us, even if such a change in control would benefit our other stockholders, which could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our Company or our assets. The significant concentration of stock ownership may negatively impact the value of our common stock due to potential investors’ perception that conflicts of interest may exist or arise.
Current wording
Our directors and executive officers own approximately 33.5% of our outstanding common stock. Accordingly, these stockholders may exert significant influence over the outcome of corporate actions requiring stockholder approval, including the election of directors, a merger, the consolidation or sale of all or substantially all of our assets or any other significant corporate transaction. The interests of these stockholders may not be the same as or may even conflict with our other investors’ interests. For example, these stockholders could delay or prevent a change in control of us, even if such a change in control would benefit our other stockholders, which could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our Company or our assets. The significant concentration of stock ownership may negatively impact the value of our common stock due to potential investors’ perception that conflicts of interest may exist or arise.