Onfolio Signs Exclusive LOIs for Four Acquisitions Expected to Add Approximately $4.1 Million of Annual Adjusted EBITDA

Onfolio (Nasdaq: ONFO) signed exclusive, non-binding LOIs to acquire four cash-generative businesses in digital marketing, e-commerce, and financial media.

Rhea-AI Summary

Onfolio (Nasdaq: ONFO) signed exclusive, non-binding LOIs to acquire four cash-generative businesses in digital marketing, e-commerce, and financial media. Based on seller unaudited figures and preliminary diligence, they represent about $9.4 million trailing revenue and $4.1 million trailing adjusted EBITDA.

If completed and if performance matches trailing results, Onfolio expects these deals to roughly double its revenue run rate, move to positive free cash flow, and become parent-level self-funding. Total potential consideration is about $12.1 million, including $10.5 million upfront cash and an average acquisition multiple of ~3x trailing adjusted EBITDA.

Positive

• Four proposed acquisitions with ~$9.4 million trailing revenue and ~$4.1 million adjusted EBITDA
• Average acquisition multiple of ~3x trailing adjusted EBITDA on total potential consideration
• If completed, transactions expected to approximately double revenue run rate
• If completed, expected shift to positive free cash flow and parent-level self-funding
• Targets aligned with existing strengths in agencies, e-commerce, and financial media
• Early diligence pipeline for an additional ~$5 million potential annual adjusted EBITDA

Negative

• LOIs are non-binding and each deal may not be completed
• Financial figures based on seller-provided unaudited information and preliminary diligence
• Approximately $10.5 million required in aggregate upfront cash consideration
• Additional ~$5 million EBITDA pipeline not under LOI or definitive agreement, with no assurance of closing

Argus May 18 session

-17.76% close to close Open Argus

Details

News Market Reaction – ONFO

On May 18, the day this news came out, ONFO closed 17.76% below the previous close.

Data tracked by StockTitan Argus for the May 18 session.

Key Figures

Trailing revenue (4 targets): $9.4 million Trailing adjusted EBITDA (4 targets): $4.1 million Upfront cash consideration: $10.5 million +5 more

Trailing revenue (4 targets)

$9.4 million

Aggregate trailing revenue of four proposed acquisitions

Trailing adjusted EBITDA (4 targets)

$4.1 million

Aggregate trailing adjusted EBITDA of four proposed acquisitions

Upfront cash consideration

$10.5 million

Expected aggregate upfront cash for the four acquisitions

Total potential consideration

$12.1 million

Maximum consideration including earnouts for the four deals

Acquisition multiple

3x adjusted EBITDA

Average multiple on total potential consideration

Healthcare agency EBITDA

$1 million

Approximate annual adjusted EBITDA of healthcare B2B agency

Home services agency EBITDA

$1.2 million

Approximate annual adjusted EBITDA of home services B2B agency

Additional EBITDA pipeline

$5 million

Potential annual adjusted EBITDA under early diligence (outside LOIs)

Previous Acquisition Reports

5 past events · Latest: Apr 16

Same Type 5 events

1. Apr 16

   Equity facility for deals

   24h Move

   +124.9%

   Announced $100M equity facility to fund cash-generative acquisitions.

2. Mar 24

   Acquisition pipeline update

   24h Move

   -8.8%

   Outlined strengthened acquisition pipeline and shift to stock-based structures.

3. Oct 22

   Acquisition completed

   24h Move

   +3.9%

   Closed majority acquisition of Eastern Standard, a digital marketing provider.

4. Sep 24

   Acquisition agreement

   24h Move

   -11.8%

   Signed agreement to acquire majority interest in Eastern Standard assets.

5. Jun 24

   DDS Rank acquisition

   24h Move

   -7.1%

   Completed DDS Rank acquisition via SPV with non-dilutive funding structure.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

letters of intent, earnout provisions, adjusted EBITDA

3 terms

letters of intent financial

"announced that it has signed exclusive Letters of Intent to acquire four"

A letter of intent is a preliminary written agreement that outlines the main terms and mutual expectations for a planned transaction—such as a sale, merger, partnership, or financing—before the final legal contracts are signed. Think of it as a detailed handshake or a rough recipe: it shows serious intent and sets the roadmap for due diligence and negotiations, but it often leaves key details open and does not guarantee the deal will close, so investors should treat it as a strong signal rather than a certainty.

earnout provisions financial

"seller-financed notes, and earnout provisions tied to post-closing performance."

Earnout provisions are contract clauses in mergers and acquisitions that link part of the purchase price to the future performance of the business, such as revenue, profit, or specific milestones. They matter to investors because they shift some risk and reward after the deal closes—like paying a seller a bonus only if the business hits agreed targets—affecting future cash flows, valuation, and how management prioritizes short‑term versus long‑term results.

adjusted EBITDA financial

"approximately $9.4 million in aggregate trailing revenue and approximately $4.1 million in aggregate trailing adjusted EBITDA."

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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If completed, proposed acquisitions are expected to approximately double revenue run rate, move Onfolio to positive free cash flow, and parent-level self-funding.

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:

1. A healthcare-focused B2B marketing agency generating approximately $2 million in annual revenue and approximately $1 million in adjusted EBITDA.
2. A home services-focused B2B marketing agency generating approximately $2 million in annual revenue and approximately $1.2 million in adjusted EBITDA.
3. 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.
4. 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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Onfolio (NASDAQ: ONFO) announce about new acquisitions on May 18, 2026?

Onfolio announced exclusive LOIs to acquire four online businesses across digital marketing, e-commerce, and financial media. According to Onfolio, these targets generate about $9.4 million trailing revenue and $4.1 million trailing adjusted EBITDA, based on seller unaudited figures and preliminary company diligence.

How much adjusted EBITDA could Onfolio’s proposed acquisitions add to ONFO if completed?

The four proposed acquisitions could add about $4.1 million of annual trailing adjusted EBITDA. According to Onfolio, this figure is based on seller-provided unaudited financials and preliminary diligence, and assumes the acquired businesses perform in line with their trailing results after completion.

What impact could the announced LOI acquisitions have on Onfolio’s (ONFO) revenue and cash flow?

If completed, the acquisitions are expected to roughly double Onfolio’s revenue run rate. According to Onfolio, they also are expected to move the company to positive free cash flow and parent-level self-funding, assuming acquired businesses continue performing at trailing financial levels.

What is the purchase price and EBITDA multiple for Onfolio’s May 2026 LOI deals?

Total potential consideration is about $12.1 million, including ~$10.5 million upfront cash. According to Onfolio, the mix includes seller-financed notes and earnouts, and represents an average acquisition multiple of approximately 3x trailing adjusted EBITDA on total potential consideration.

Which types of businesses is Onfolio (ONFO) targeting in its May 18, 2026 LOIs?

Onfolio is targeting two B2B marketing agencies, an outdoor survival e-commerce brand, and a financial media business. According to Onfolio, these businesses align with its existing experience in agencies, e-commerce, and financial media, and fit its focus on cash-generative online businesses.

Are Onfolio’s May 2026 acquisition LOIs for ONFO binding agreements?

No, the LOIs are non-binding except for standard confidentiality and exclusivity provisions. According to Onfolio, each proposed deal remains subject to due diligence, negotiation and signing of definitive agreements, and customary closing conditions, so there is no assurance any transaction will close.

Does Onfolio have additional acquisition opportunities beyond the four LOIs announced for ONFO?

Yes, Onfolio is conducting early diligence on further opportunities representing about $5 million potential annual adjusted EBITDA. According to Onfolio, these additional prospects are not under signed LOIs or definitive agreements, are excluded from the $4.1 million figure, and may not proceed.