Onfolio Holdings Inc. Signs Agreement To Acquire Eastern Standard Business
24 Septiembre 2024 - 8:15AM
Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW)
(the "Company" or "Onfolio"), a company that acquires and manages a
diversified portfolio of online businesses, today announced that it
has entered into an asset purchase agreement to acquire the
majority interest in the assets of Eastern Standard LLC. 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. Their past client roster includes Neil de Grass Tyson,
and Cornell Law, among others. 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 (“EBITDA”).
“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.”
On the deal structure, Wells added, “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.
“We have mentioned previously that we have several acquisitions
with structures similar to the DDS Rank and Eastern Standard
transactions and should have enough capital to close because of our
special purpose vehicle program’s non-dilutive funding,” said Dom
Wells. “This acquisition should help us in our efforts to achieve
profitability,” concluded Wells.
About Eastern Standard
Eastern Standard, a Philadelphia-based combined web and branding
agency since 2014, was created to help clients navigate the
creation of integrated branding and digital customer experiences.
Using a data-first approach, Eastern Standard blends strategy,
creativity, and technology to drive end-to-end brand and digital
transformation.
About Onfolio Holdings
Onfolio acquires and manages a diversified portfolio of online
businesses. Onfolio acquires business that meet its investment
criteria, being that such businesses operate in sectors with
long-term growth opportunities, have positive and stable cash
flows, face minimal threats of technological or competitive
obsolescence and can be managed by our existing team or have strong
management teams largely in place. The Company excels at finding
acquisition opportunities where the seller has not fully optimized
their business, and Onfolio's experience and skillset allows it to
add increased value to these existing businesses.
Visit www.onfolio.com for more information.
Safe Harbor Statement
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 the words "may," "will," "should," "plans,"
"explores," "expects," "anticipates," "continues," "estimates,"
"projects," "intends," and similar expressions. 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,
general economic and business conditions, effects of continued
geopolitical unrest and regional conflicts, competition, changes in
technology and methods of marketing, delays in completing new
customer offerings, changes in customer order patterns, changes in
customer offering mix, continued success in technological advances
and delivering technological innovations, delays due to issues with
outsourced service providers, those events and factors described by
us under the caption "Risk Factors" included in our SEC filings and
other risks to which our Company is subject, and various other
factors beyond the Company's control.
Investor Contact
investors@onfolio.com
Onfolio (NASDAQ:ONFOW)
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