Onfolio Holdings, Inc

On November 17, 2025, the Company entered into the Securities Purchase Agreement whereby the Company issued the Senior Secured Notes and the Rights, and entered into the November Registration Rights Agreement, collectively the “Senior Secured Notes Transaction Documents”. Capitalized terms used but not defined herein shall have the meaning set forth in the Senior Secured Notes Transaction Documents.

The Senior Secured Notes Transaction Documents 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 Transaction Documents. Our breach of such covenants included our failure to settle our Eastern Standard Note for common shares (the “Eastern Standard Asset Sale Event of Default”), our failure to have a registration statement covering the shares of common stock underlying the Senior Secured Notes declared effective within a certain timeframe (the “Registration Default”), and our failure to pay to the Senior Secured Noteholders a percentage of net proceeds received pursuant to the sale of certain assets (the “Mighty Deals Asset Sale Event of Default”).

As a result of the defaults described above, the Senior Secured Noteholders are entitled to: (i) redeem all, or any portion, of the Senior Secured Notes in cash at any time, (ii) 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, (iii) approximately $412,000 in liquidated damages, and (iv) 62.5% of the net proceeds from the sale of our Mightydeals.com business. All conversions of the Senior Secured Notes to date have been effected at the alternate conversion price described in clause (ii) above, as further described in Notes 10 and 15. As of the date of this Report, the Senior Secured Noteholders had not required cash redemption of the Senior Secured Notes, and the liquidated damages referred to in clause (iii) above were settled as part of the August 2026 agreement described in Note 15.

On April 10, 2026, the Company entered into a Limited Waiver and Amendment Agreement with the Senior Secured Noteholders (the “Waiver Agreement”). The Waiver Agreement provides for specific waivers and forbearances related to existing and potential events of default under the Senior Secured Notes Transaction Documents, as well as amendments to the Existing Transaction Documents. Capitalized terms used but not defined in this description of the Waiver Agreement shall have the meaning set forth in the Waiver Agreement.

Pursuant to the Waiver Agreement, the Senior Secured Noteholders granted, among various other things, the following limited waivers relating to the defaults described above: (i) the Holder agreed to waive the Mighty Deals Asset Sale Event of Default, (ii) the Holder waived its right to require a cash redemption of the Senior Secured Convertible Note, either as a result of an Event of Default under the Senior Secured Convertible Note arising from the Eastern Standard Asset Sale Event of Default, or as a pro rata portion of net proceeds, in connection with the Mighty Deals Asset Sale Event of Default, (iii) the Holder agreed to forbear from exercising certain redemption rights related to the default arising from the Eastern Standard Asset Sale Event of Default until September 17, 2026, and the Holder waived the application of the Default Interest Rate during such period, and (iv) the Holder waived the Company’s failure to pay Registration Delay Payments relating to the Registration Default, with any such Registration Delay Payments due, when and as required under the November Registration Rights Agreement, to be paid on the Maturity Date except to the extent included, in whole or in part, in the Conversion Amount of one or more conversions of the Note as specified in any such applicable Conversion Notice. See Note 10 – “Notes Payable” to the financial statements herein for a discussion of the Senior Secured Notes Transaction Documents and the Waiver Agreement, and Note 15 – “Subsequent Events” for a discussion of subsequent conversions and related matters.