Onfolio enters agreement to acquire Eastern Standard business

Onfolio Holdings has entered into an asset purchase agreement to acquire the majority interest in the assets of Eastern Standard. The Company expects the acquisition to close October 1, 2024. The asset purchase agreement includes customary representations, warranties and covenants by the parties and the closing of the asset purchase agreement is subject to customary closing conditions. As with the previous DDS Rank acquisition, this acquisition will occur with the assistance of Onfolio’s Special Purpose Vehicle “Onfolio Agency SPV LLC,” and an additional SPV “Onfolio Agency SPV 2 LLC” which will acquire a minority interest in the business. Eastern Standard provides clients with digital marketing services including integrated branding, and digital customer experiences. For the fiscal year ended 12/31/2023, Eastern Standard generated approximately $4,000,000 in revenue and $630,000 in unaudited adjusted earnings before interest, taxes, depreciation and amortization. “Eastern Standard is an excellent business, with a strong leadership team and another exciting acquisition for us. Similar to Revenuezen, Eastern Standard is not alone a standalone business, but a platform for us to use for further acquisitions targeting organic and inorganic growth,” commented Onfolio CEO Dominic Wells. “As we build out the agency side of our portfolio, we continue to both level up the quality of business we own, and increase our capabilities to serve clients and cross-promote services. As with DDS Rank, we will complete this acquisition without Onfolio Holdings paying any upfront cash or issuing any common shares. The purchase price is $2,160,000 for 90% ownership. Our special purpose vehicle funding program, which continues to raise capital that is not dilutive to Onfolio shareholders, is investing $500,000 in exchange for 20% of Eastern Standard. Onfolio will own 70% of Eastern Standard in exchange for $410,000 of Series A Preferred Shares and through two secured promissory notes totalling $1,250,000 in the aggregate.” The Series A Preferred Shares and secured promissory notes to be issued by Onfolio will pay dividends and interest and are not convertible into Onfolio common shares.