WILMINGTON, DE — Onfolio Holdings Inc. (Nasdaq: ONFO) signed exclusive letters of intent to acquire four online businesses with a combined $4.1 million in trailing adjusted EBITDA, a move the company says could double its revenue run rate and push operations into positive free cash flow if completed.
The proposed acquisitions span digital marketing, e-commerce, and financial media businesses and collectively generated approximately $9.4 million in trailing revenue, according to seller-provided unaudited financial information cited by the company.
Onfolio structured the proposed transactions with a mix of upfront cash payments, seller-financed notes, and earnout provisions tied to post-closing performance. Aggregate upfront consideration is expected to total about $10.5 million, with total potential consideration reaching approximately $12.1 million.
Based on the disclosed figures, the deals imply an average acquisition multiple of roughly three times trailing adjusted EBITDA.
Chief Executive Officer Dominic Wells stated the acquisitions represent the next phase of the company’s effort to scale operations after focusing on cost reductions and restructuring initiatives.
“These LOIs represent the next phase: acquiring profitable, cash-generative businesses at disciplined multiples,” Wells said. He added that, if completed, the transactions would “move Onfolio to positive free cash flow, and make the Company parent-level self-funding.”
The businesses under signed LOIs include two B2B marketing agencies, a direct-to-consumer outdoor survival e-commerce brand, and a financial media operation.
According to the company, the healthcare-focused marketing agency generates roughly $2 million in annual revenue and about $1 million in adjusted EBITDA, while a home-services marketing agency contributes approximately $2 million in annual revenue and $1.2 million in adjusted EBITDA.
The proposed e-commerce acquisition generates about $5 million in annual revenue and approximately $1.5 million in adjusted EBITDA. The financial media business contributes roughly $350,000 in adjusted EBITDA, according to Onfolio.
Management indicated the acquisition strategy is designed to leverage centralized infrastructure, AI-assisted content production, customer acquisition systems, reporting tools, and shared back-office operations across its portfolio companies.
Onfolio also disclosed it is conducting early-stage diligence on additional acquisition opportunities representing another potential $5 million in annual adjusted EBITDA, though those discussions remain preliminary and are not subject to signed agreements.
The company did not identify the acquisition targets, citing ongoing negotiations and due diligence processes.
Each proposed transaction remains subject to definitive agreements, due diligence, and customary closing conditions, and there is no assurance the acquisitions will close on the proposed terms or at all.
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