---
schema_version: "secwatch.filing_event.v1"
accession: "0001654954-24-000162"
form_type: "8-K"
ticker: "ONFO"
cik: "0001825452"
company_name: "Onfolio Holdings, Inc"
filed_at: "2024-01-04T23:59:59+00:00"
generated_at: "2026-06-07T04:10:59.262497+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Onfolio acquires RevenueZen for $1.1M; adds $227K adj. EBITDA, expects $150K synergy

## Summary
- Total purchase price $1,105,000: $240k cash, $425k preferred shares, $440k 11% secured note due Dec 2025.
- RevenueZen had ~$1.4M revenue and $227k unaudited adjusted EBITDA in 2023.
- Five founders received 12% roll-over equity in subsidiary and 270k options at $0.51/share.
- Onfolio expects $150k annual synergy from redirecting outsourced work to its own companies.

## SEC filing metadata
- accession: 0001654954-24-000162
- form_type: 8-K
- ticker: ONFO
- cik: 0001825452
- company_name: Onfolio Holdings, Inc
- filed_at: 2024-01-04T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1825452/000165495424000162/0001654954-24-000162-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1825452/000165495424000162/onfo_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001654954-24-000162
- JSON: https://secwatch.observer/filing/0001654954-24-000162.json
- Plain text: https://secwatch.observer/filing/0001654954-24-000162.txt

## Key facts
- Debt Financings
  Onfolio Holdings, Inc incurred loan of $440,000 with RevenueZen at 11% maturing December 31, 2025.
  - Instrument: loan
  - Principal: $440,000
  - Counterparty: RevenueZen
  - Rate: 11%
  - Maturity: December 31, 2025
  - Event: incurrence
  source text: and a $440,000 11% interest only secured promissory note made by RevenueZen Delaware due December 31, 2025 (the “ Promissory Note ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825452/000165495424000162/0001654954-24-000162-index.htm
- M&A Transactions
  Onfolio Holdings, Inc completed an acquisition involving RevenueZen LLC for $1,105,000 (closed 2023-12-31).
  - Action: acquisition
  - Counterparty: RevenueZen LLC
  - Consideration: $1,105,000
  - Closing: 2023-12-31
  source text: to sell to RevenueZen Delaware the RevenueZen Business, all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the RevenueZen Business was $1,105,000, consisting of $240,000 in cash at closing, $425,000 in Onfolio Series A Preferred Shares, and a $440,000 11% interest only secured promissory note made by RevenueZen Delaware due
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825452/000165495424000162/0001654954-24-000162-index.htm
- Material Agreements
  Onfolio Holdings, Inc entered into Asset Purchase Agreement with RevenueZen LLC valued at $1,105,000 aggregate purchase price: $240,000 cash, $425,000 Series A Preferred Shares, $440,000 pro (effective 2023-12-31).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: RevenueZen LLC
  - Value: $1,105,000 aggregate purchase price: $240,000 cash, $425,000 Series A Preferred Shares, $440,000 pro
  - Effective: 2023-12-31
  source text: On December 31, 2023, Onfolio Holdings Inc. (the “ Company ”) and RevenueZen LLC, a Delaware limited liability company (" RevenueZen Delaware ") and subsidiary of the Company entered into and closed an asset purchase agreement (the " Asset Purchase Agreement ") with RevenueZen LLC, an Oregon limited liability company (" RevenueZen "), for the purchase of substantially all of the assets utilized in the operation of the RevenueZen business.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825452/000165495424000162/0001654954-24-000162-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.