ONFO · Onfolio Holdings, Inc.

Onfolio Holdings has established a strategic equity line of credit providing up to $100 million in flexible, at-the-market capital over 24 months, enabling opportunistic share sales based on market conditions without commitment fees or minimum draws. This facility addresses immediate funding needs while supporting the company's acquisition strategy for undervalued online businesses, enhanced by AI integration for margin expansion, as highlighted in the press release. Key protections include ownership caps at 9.99% beneficial ownership and Nasdaq's 19.99% issuance limit without shareholder approval, with the company required to seek such approval using best efforts. The commitment shares already issued serve as consideration for the investor's standby commitment. Concurrently, a registration rights agreement ensures resale registration within tight timelines (file within 30 days, effective within 90), minimizing liquidity risks for the investor. The waiver agreement with existing noteholder ATW Digital Assets XI LLC is critical, granting limited waivers for prior asset sale defaults (including the Mighty Deals LLC sale for $120K) and Eastern exchange issues, plus forbearance on redemptions until September 2026, while permitting the new facility as an excluded security. Placement agent Curvature Securities receives 3% of proceeds. This structure enhances Onfolio's capital flexibility amid its transition to profitability, with 25% of proceeds bolstering cryptocurrency reserves per prior note terms, positioning the company for accelerated growth in AI-driven services and portfolio expansion.