Onfolio Holdings, Inc
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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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$0.36-3.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Stockholders’ Equity | F-5 |
| Consolidated Statements of Cash Flows | F-8 |
| Notes to Consolidated Financial Statements | F-7 |
| (b) | The following exhibits are filed as part of this report. |
|---|
| Exhibit No. | Description of Exhibit | Location |
| 2.1 | Asset Purchase Agreement - RevenueZen | Incorporated by reference to Company’s Form 8-K filed on 01/04/24 |
| 2.2 | Asset Purchase Agreement -Eastern Standard | Incorporated by reference to Company’s Form 8-K filed on 09/24/24 |
| 2.3 | Closing Letter Agreement – Eastern Standard | Incorporated by reference to Company’s Form 8-K filed on 10/22/2024 |
| 3.1 | Amended and Restated Certificate of Incorporation | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 |
| 3.2 | Certificate of Amendment of Certificate of Incorporation | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 08/16/22 |
| 3.3 | Amended and Restated Bylaws | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/26/22 |
| 4.1 | Warrant Agency Agreement, dated August 30, 2022, between the Company and VStock Transfer LLC | Incorporated by reference to Company’s Form 8-K filed with the SEC on 8/30/22 |
| 4.2 | Form of Warrant Agreement (included in Exhibit 4.1) | Incorporated by reference to Company’s Form 8-K filed with the SEC on 8/30/2022 |
| 4.3 | Form of Representative’s Warrant | Incorporated by reference to Company’s Form 8-K filed with the SEC on 7/25/22 |
| 4.4 | Warrant - BCP MEDIA, Inc. | Incorporated by reference to Company’s Form 8-K filed on 10/19/22 |
| 4.5 | Form of Stock Certificate | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 5/13/22 |
| 4.6 | Description of Registrant’s Securities | Filed Herewith |
| 10.1 | 2020 Equity Incentive Plan | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 9/20/22 |
| 10.2 | 2020 Equity Incentive Plan Amendment No 1 | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 8/1622 |
| 10.3 | Form of Non-Qualified Stock Option Agreement – Employees | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 |
| 10.4 | Form of Stock Option Exercise Agreement - Employees | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 |
| 10.5 | Form of Non-Qualified Stock Option Award Agreement - Consultants | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 |
| 10.6 | Form of Stock Option Exercise Agreement - Consultants | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 |
| 10.7 | Form of Non-Qualified Stock Option Award Agreement - Non Employee Directors | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 |
| 10.8 | Form of Stock Option Exercise Agreement - Non Employee Directors | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 |
| 10.9 | Form of Restricted Stock Award Agreement - Directors | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 |
| 10.10 | Non-Employee Director Compensation Policy 2025 | Filed Herewith |
| 10.11 | Employment Agreement dated as of January 1, 2022, by the Company and Dominic Wells | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 |
| 10.12 | Employee Agreement Amendment March 25, 2025 – Dominic Wells | Incorporated by reference to Company’s Form 10-Q filed with the SEC on 08/14/2025 |
| 10.13 | Employment Agreement dated as of February 1, 2022, by the Company and Adam Trainor | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 |
| 10.14 | Employee Agreement dated as of December 19, 2024, by the Company and Adam Trainor | Incorporated by reference to Company’s Form 8-K filed with the SEC on 12/20/2024 |
| 10.15 | Form of Director and Officer Indemnification Agreement | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 04/07/22 |
| 10.16 | Promissory Note - RevenueZen | Incorporated by reference to Company’s Form 8-K filed with the SEC on 01/04/24 |
| 10.17 | Form of $400,000 Promissory Note – Eastern Standard | Incorporated by reference to Company’s Form 8-K filed with the SEC on 10/22/2024 |
| 10.18 | Form of $850,000 Promissory Note – Eastern Standard | Incorporated by reference to Company’s Form 8-K filed with the SEC on 10/22/2024 |
| 10.19 | Form of Security Agreement – Eastern Standard | Incorporated by reference to Company’s Form 8-K filed with the SEC on 10/22/2024 |
| 10.20 | Form of Corporate Guarantee | Incorporated by reference to Company’s Form 8-K filed with the SEC on 10/22/2024 |
| 10.21 | Securities Purchase Agreement between the Company and Buyers, dated November 17, 2025 | Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25 |
| 10.22 | Form of Senior Secured Convertible Note dated November 17, 2025 | Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25 |
| 10.23 | Form of Right to Receive Common Stock dated November 17, 2025 | Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25 |
| 10.24 | Form of Security and Pledge Agreement dated November 17, 2025 | Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25 |
| 10.25 | Form of Guaranty dated November 17, 2025 | Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25 |
| 10.26 | Form of Registration Rights Agreement dated November 17, 2025 | Incorporated by reference to Company’s Form 8-K filed with the SEC on 11/19/25 |
| 14.1 | Code of Ethics and Business Conduct | Incorporated by reference to Company’s Form S-1 Registration Statement filed with the SEC on 05/13/22 |
| 19.1 | Insider Trading Policy | Incorporated by reference to Company’s Form 10-K filed with the SEC on 4/16/25 |
| 21.1 | Subsidiaries of the Registrant | Filed herewith |
| 23.1 | Consent of Independent Registered Public Accounting Firm – Astra Audit & Advisory, LLC | Filed herewith |
| 31.1 | Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company. | Filed herewith |
| 31.2 | Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company. | Filed herewith |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer of the Company. | Furnished |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Financial Officer of the Company. | Furnished |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.