Onfolio Signs Exclusive LOIs for Four Acquisitions Expected to Add Approximately $4.1 Million of Annual Adjusted EBITDA
WILMINGTON, Del., May 18, 2026 (GLOBE NEWSWIRE) -- Onfolio Holdings Inc. (NASDAQ:ONFO, ONFOW)) (OTC:ONFOP) ("Onfolio" or the "Company"), an owner-operator of cash-generative online businesses, today announced that it has signed exclusive Letters of Intent to acquire four cash-generative businesses across digital marketing, e-commerce, and financial media.
Based on seller-provided unaudited financial information and the Company's preliminary diligence, the four proposed acquisitions represent approximately $9.4 million in aggregate trailing revenue and approximately $4.1 million in aggregate trailing adjusted EBITDA. If completed and assuming the acquired businesses perform in line with their trailing results, the proposed acquisitions are expected to approximately double Onfolio's revenue run rate and move the Company to positive free cash flow.
The transactions are structured with a combination of upfront cash consideration, seller-financed notes, and earnout provisions tied to post-closing performance. Aggregate upfront cash consideration is expected to be approximately $10.5 million, with total potential consideration of approximately $12.1 million, representing an average acquisition multiple of approximately 3x trailing adjusted EBITDA on total potential consideration.
"Q1 shows why scale matters. We have reduced costs, simplified parts of the business, and improved the operating model, but operational improvements alone are not enough to get Onfolio where we want it to be. These LOIs represent the next phase: acquiring profitable, cash-generative businesses at disciplined multiples. If completed and if the businesses perform in line with their trailing results, we believe these acquisitions would approximately double our revenue run rate, move Onfolio to positive free cash flow, and make the Company parent-level self-funding," said Onfolio CEO, Dom Wells.
The four businesses under LOI are:
- A healthcare-focused B2B marketing agency generating approximately $2 million in annual revenue and approximately $1 million in adjusted EBITDA.
- A home services-focused B2B marketing agency generating approximately $2 million in annual revenue and approximately $1.2 million in adjusted EBITDA.
- A direct-to-consumer e-commerce brand in the outdoor survival category generating approximately $5 million in annual revenue and approximately $1.5 million in adjusted EBITDA.
- A financial media business generating approximately $350,000 in adjusted EBITDA.
"These are not random acquisitions," Wells continued. "They are businesses in categories we already understand: agencies, e-commerce, and financial media. We already operate in these areas, and we have built shared infrastructure across marketing, AI-assisted content production, customer acquisition, reporting, and back-office operations. That means each acquisition has the potential to benefit not just from its own historical cash flow, but from the platform we are building around it."
The Company believes these proposed acquisitions are consistent with its previously announced strategy of acquiring cash-generative online businesses where Onfolio can apply operating support, centralized infrastructure, and AI-driven process improvements to improve margins and long-term cash generation.
In addition to the four signed LOIs described above, Onfolio is currently conducting early diligence on additional acquisition opportunities representing approximately $5 million of potential annual adjusted EBITDA. These opportunities are not subject to signed LOIs or definitive agreements, are not included in the $4.1 million figure above, and there can be no assurance that any of them will proceed. The Company also continues to evaluate a broader pipeline of cash-generative digital businesses consistent with its acquisition strategy.
Each proposed transaction remains subject to completion of due diligence, negotiation and execution of definitive transaction agreements, and customary closing conditions. The LOIs are non-binding except for certain customary provisions, including confidentiality and exclusivity. There can be no assurance that any of the proposed acquisitions will be completed on the terms described herein, or at all.
The Company has elected not to disclose the identities of the target businesses at this stage in order to protect the integrity of the ongoing negotiation and due diligence processes. Onfolio expects to disclose additional details, including the identities of acquired businesses, in connection with the execution of definitive agreements and closing of each transaction, as appropriate.
About Onfolio Holdings
Onfolio Holdings Inc. (NASDAQ:ONFO) is an owner-operator of cash-generative online businesses. The Company acquires and operates profitable online businesses across diverse verticals, including marketing, education, e-commerce, and digital media, with a focus on sustainable cash flow and long-term value creation. The Company uses AI across its operations to improve acquired businesses, build internal tools, and develop AI-powered products.
Visit www.onfolio.com for more information.
Non-GAAP Financial Measures
This press release includes references to adjusted EBITDA and free cash flow, which are non-GAAP financial measures. The adjusted EBITDA figures for the acquisition targets are based on seller-provided unaudited financial information and the Company's preliminary diligence. Onfolio has not yet completed its due diligence, and such figures may change materially.
The Company uses free cash flow to mean cash flow from operating activities less capital expenditures. The Company's expectations regarding future free cash flow are forward-looking and depend on, among other things, completion of the proposed acquisitions, financing terms, transaction costs, post-closing performance, working capital requirements, integration, and other factors. Free cash flow should not be considered a substitute for net income, cash flow from operating activities, or any other measure prepared in accordance with GAAP.
Forward-Looking Statements
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of words such as "may," "will," "should," "plans," "expects," "anticipates," "continues," "estimates," "projects," "intends," and similar expressions.
Forward-looking statements include, but are not limited to, statements regarding the Company's proposed acquisitions, the anticipated revenue and adjusted EBITDA of acquisition targets, expected purchase prices and transaction structures, expected financing sources, the Company's ability to complete due diligence and negotiate definitive agreements, the Company's ability to close proposed acquisitions, expected free cash flow, expected parent-level self-funding, expected revenue run rate, potential future acquisition opportunities, and the Company's acquisition strategy.
Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, the Company's ability to complete due diligence and negotiate definitive transaction agreements on acceptable terms, the Company's ability to obtain or access financing for the proposed acquisitions, the possibility that one or more LOIs may be terminated, the integration of acquired businesses, retention of key personnel and customer relationships, the risk that acquired businesses may not perform in line with historical results, the achievement of earnout milestones, the Company's ability to realize anticipated cost savings and margin improvements, market conditions affecting the Company's common stock, general economic and business conditions, those events and factors described in Item 1A "Risk Factors" in the Company's most recent Form 10-K and Form 10-Q, and other factors beyond the Company's control.
Any forward-looking statement made by the Company in this press release is based only on information currently available and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, except as required by law.
Investor Contact
investors@onfolio.com
