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ONFO on Nasdaq

Onfolio Holdings, Inc

American computer processing and data preparation services company2

In its 2026 annual report the company says: “We acquire controlling interests in and actively manage small online businesses that we believe (i) operate in sectors with long-term growth opportunities, (ii) have positive and stable cash flows, (iii) face minimal threats of technological or competitive obsolescence and (iv) can be managed by our existing team or have strong management teams largely in place.”5 It is headquartered in Wilmington, United States.2 Its shares trade on Nasdaq under the symbol ONFO.2

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Last updated Oct 21, 2026.

Overview

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  • TickerONFO on Nasdaq2
  • IndustryServices-Computer Processing & Data Preparation2
  • HeadquartersWilmington, United States2
  • Incorporated inDE3
  • Business address1007 North Orange Street 4Th Floor, Wilmington, De 198013
  • Filer category, Emerging growth company3
  • Legal formCorporation2
  • LEI529900E0BJGEK8AV2E662
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o NORTHWEST REGISTERED AGENT SERVICE, INC., 8 THE GREEN, STE B, 19901 Dover, United States2
  • Registered withDivision of Corporations, Department of State, 32717082

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Onfolio Holdings Inc. was incorporated on July 20, 2020 under the laws of Delaware to acquire and develop high-growth and profitable online businesses. Unless the context otherwise requires, all references to “our Company,” “we,” “our” or “us” and other similar terms means Onfolio Holdings Inc., a Delaware corporation, and our wholly owned subsidiaries.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

59.9%Gross margin6
-25.7%Operating margin6
-24.1%Net margin6
36.5%Revenue growth, 20256
-104.4%Return on equity6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Digital Product Sales brought in 48% of the revenue Onfolio Holdings, Inc broke down this way in fiscal 2025.

  1. Digital Product Sales$3.0M648%up 13% from 2024
  2. Advertising$2.9M646%down 19% from 2024
  3. Product$327.9K65%down 39% from 2024
Products and services by year
Products and services20242025
Digital Product Sales$2.7M$3.0M
Advertising$3.6M$2.9M
Product$539.1K$327.9K

Business segments

B2B brought in 66% of the revenue Onfolio Holdings, Inc broke down this way in fiscal 2025.

  1. B2B$7.1M666%up 62% from 2024
  2. B2C$3.7M634%up 5% from 2024
Business segments by year
Business segments20242025
B2B$4.4M$7.1M
B2C$3.5M$3.7M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue36¢$4.3M
  • Selling, general and admin63¢$7.5M
  • Income tax0¢$17.4K

Out of $10.7M in revenue.6 The company lost money this year.

Financial statements

Revenue7896$10.7M in 2025+493% since 2021
0$5.0M$10.0M$15.0M2021: $1.8M$1.8M20212022: $2.2M$2.2M2022+23%2023: $5.2M$5.2M2023+136%2024: $7.9M$7.9M2024+50%2025: $10.7M$10.7M2025+36%
Gross profit7896$6.4M in 2025+775% since 2021
0$2.0M$4.0M$6.0M$8.0M2021: $735.0K$735.0K20212022: $1.2M$1.2M2022+63%2023: $3.2M$3.2M2023+171%2024: $4.5M$4.5M2024+40%2025: $6.4M$6.4M2025+41%
Operating income7896-$2.8M in 2025+41% since 2021
-$10.0M-$7.5M-$5.0M-$2.5M02021: -$2.0M-$2.0M20212022: -$4.1M-$4.1M2022+111%2023: -$9.2M-$9.2M2023+125%2024: -$2.5M-$2.5M2024−73%2025: -$2.8M-$2.8M2025+10%
Net income7896-$2.6M in 2025+36% since 2021
-$10.0M-$7.5M-$5.0M-$2.5M02021: -$1.9M-$1.9M20212022: -$4.2M-$4.2M2022+123%2023: -$9.2M-$9.2M2023+116%2024: -$1.8M-$1.8M2024−81%2025: -$2.6M-$2.6M2025+47%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Revenue, services$7.4M$4.7M
Revenue, product sales$3.3M$3.2M
Total Revenue$10.7M$7.9M
Cost of revenue, services$3.9M$2.6M
Cost of revenue, product sales$389.6K$708.1K
Total cost of revenue$4.3M$3.3M
Gross profit$6.4M$4.5M
Selling, general and administrative$7.5M$5.7M
Professional fees$1.2M$948.8K
Impairment of goodwill and intangible assets$440.0K$121.0K
Acquisition costs$68.6K$264.7K
Total operating expenses$9.2M$7.1M
Loss from operations-$2.8M-$2.5M
Equity method income$767-$4.8K
Dividend income$26.1K$12.2K
Interest income (expense), net-$498.4K-$101.7K
Change in fair value of digital assets-$226.8K$0
Change in fair value of derivative liabilities$1.1M$0
Other Income$2.1K$6.2K
Impairment of investments-$294.0K$0
Change in fair value of contingent consideration$111.8K$368.5K
Gain on sale of subsidiary$0$453.6K
Total other income$200.6K$733.9K
Loss before income taxes-$2.6M-$1.8M
Income tax (provision) benefit$17.4K$0
Net loss-$2.5M-$1.8M
Net loss attributable to noncontrolling interest-$48.3K$7.7K
Net loss attributable to Onfolio Holdings Inc.-$2.6M-$1.8M
Preferred Dividends-$474.9K-$354.2K
Net loss to common shareholders-$3.1M-$2.1M
Basic and diluted-$0.58-$0.41
Basic and diluted5.3M shares5.1M shares

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Corporate structure

Onfolio Holdings, Inc sits at the top of its group. 13 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Onfolio Holdings, Inc

  • Alta Partners LLC Filed SCHEDULE 13G/A on Onfolio Holdings, Inc, latest Oct 5, 2026 (3 filings since Oct 16, 2025)
  • Joel Arberman Filed SCHEDULE 13G/A on Onfolio Holdings, Inc, latest Jun 10, 2026 (6 filings since Oct 1, 2024)
  • Dominic Benjamin James Wells Filed SCHEDULE 13G/A on Onfolio Holdings, Inc, latest Feb 12, 2026 (3 filings since Feb 6, 2023)
  • ATW Partners Opportunities Management, LLC Filed SCHEDULE 13G on Onfolio Holdings, Inc, latest Feb 11, 2026
  • Adam Garcia Filed SCHEDULE 13G on Onfolio Holdings, Inc, latest Jun 11, 2025
  • Walleye Capital LLC Filed SC 13G/A on Onfolio Holdings, Inc, latest Feb 14, 2024 (2 filings since Feb 15, 2023)
  • Travis Elliott Filed SC 13G/A on Onfolio Holdings, Inc, latest Sep 20, 2023 (2 filings since Nov 18, 2022)
  • Onfolio Holdings, Inc Wilmington, Delaware, United States
    • Contentellect LLC Subsidiary · Delaware, United States
    • DDS Rank, LLC Subsidiary · Delaware, United States
    • DealPipe, LLC Subsidiary · Delaware, United States
    • Eastern Standard, LLC Subsidiary · Delaware, United States
    • Onfolio Assets, LLC Subsidiary · Delaware, United States
    • Onfolio Management, LLC Subsidiary · Delaware, United States
    • Pace Generative LLC Subsidiary · Delaware, United States
    • Parent Company Subsidiary · Delaware, United States
    • Proofreadanywhere LLC Subsidiary · Delaware, United States
    • RevenueZen, LLC Subsidiary · Delaware, United States
    • Vital Reaction LLC Subsidiary · Delaware, United States
    • WP Folio LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Onfolio Holdings, Inc reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, net$3.4K6 Dec 31, 2025$5.1K6 Dec 31, 2024−33.3%

Investments

ItemLatestA year beforeChange
Stakes in other companies (equity method)$06 Dec 31, 2025$268.2K6 Dec 31, 2024−100.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$4.2M6 Dec 31, 2025$4.2M6 Dec 31, 2024−0.2%
Intangible assets, net (excluding goodwill)$1.7M6 Dec 31, 2025$3.3M6 Dec 31, 2024−49.3%
Finite-lived intangibles, gross$3.8M6 Dec 31, 2025$4.2M6 Dec 31, 2024−10.4%
Accumulated amortization$1.6M6 Dec 31, 2025$3.0M9 Dec 31, 2024−47.0%
Finite-lived intangibles, net$1.7M6 Dec 31, 2025$3.3M6 Dec 31, 2024−49.3%

Inventory

ItemLatestA year beforeChange
Inventory, total$44.8K6 Dec 31, 2025$65.9K6 Dec 31, 2024−32.0%

Properties, in its own words

The Company is a remote company, meaning that it does not have a physical office where employees work. Our executive officers and other employees have the option of either telecommuting or working from somewhere else. We lease and maintain an office at the Executive Centre Taipei, Level 4, Neihu New Century Building No. 55, Zhouzi St, Neihu District, Taipei City, 114, Taiwan (approximately $400 per month), and a community and co-working space at The Mill at 1007 North Orange Street, 4th Floor, Wilmington, Delaware 19801 ($75 per month). We do not currently own any real estate. We consider our space at 1007 North Orange Street, 4th Floor, Wilmington, Delaware 19801 to be our principal executive office.

Item 2 of the 10-K filed Mar 31, 2026.5

Leadership

Who has led Onfolio Holdings, Inc, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Dominic Benjamin James Wells2022–now

Chair

  1. Dominic Benjamin James Wells2022–now

President

  1. Heerden Esbe Louise Van2022

Chief financial officer

  1. Braake Robertus Te2023
  2. Adam Michael Trainor2025–now

Chief operating officer

  1. Adam Michael Trainor2025–now
2025
Board members and other officers (5)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerEsbe Van Heerden named Aug 23, 202321
  • Executive OfficerRobertus te Braake named Aug 23, 202321
  • DirectorAndrew Lawrence named Aug 23, 2023 to Oct 24, 202522
  • DirectorMark N. Schwartz named Aug 23, 2023 to Oct 24, 202522

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Contentellect LLC Delaware4
  • DDS Rank, LLC Delaware4
  • DealPipe, LLC Delaware4
  • Eastern Standard, LLC Delaware4
  • Onfolio Assets, LLC Delaware4
  • Onfolio Management, LLC Delaware4
  • Pace Generative LLC Delaware4
  • Parent Company Delaware4
  • Proofreadanywhere LLC Delaware4
  • RevenueZen, LLC Delaware4
  • Vital Reaction LLC Delaware4
  • WP Folio LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Onfolio Holdings IncNov 24, 2020 to Mar 12, 20213
  • Onfolio Holdings, Inc.Sep 23, 2020 to Sep 23, 20203

Timeline

  1. Oct 7, 20268-K Listing notice or transfer; Other events23
  2. Oct 5, 20268-K Bylaws or fiscal year changed24
  3. Aug 27, 20268-K Listing notice or transfer; Other events25
  4. Aug 11, 20268-K Shareholder vote26
  5. Aug 10, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Regulation FD disclosure27
  6. Jul 28, 20268-K Other events28
  7. Jul 27, 20268-K Ended a material agreement; Regulation FD disclosure29
  8. Jul 9, 20268-K Listing notice or transfer30
  9. Jul 8, 20268-K Entered a material agreement; Regulation FD disclosure31
  10. May 29, 20268-K Listing notice or transfer32
  11. May 14, 20268-K Bylaws or fiscal year changed33
  12. May 1, 20268-K Listing notice or transfer; Other events34
  13. Aug 26, 2022New chief executive Dominic Benjamin James Wells becomes CEO12
  14. Jul 20, 2020Founded Onfolio Holdings, Inc is founded2

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/202635

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

191 filings to the SEC since October 2021: 4 annual reports, 12 quarterly reports, 51 major events, 30 insider forms, 18 large holders, 3 private raises, 73 other. The latest 20:

  1. Oct 7, 20268-K CURRENT REPORT EDGAR
  2. Oct 5, 20268-K CURRENT REPORT EDGAR
  3. Oct 5, 2026SCHEDULE 13G/A EDGAR
  4. Sep 22, 2026PRE 14A PRELIMINARY PROXY STATEMENT EDGAR
  5. Aug 27, 20268-K CURRENT REPORT EDGAR
  6. Aug 19, 202610-Q EDGAR
  7. Aug 14, 2026NT 10-Q EDGAR
  8. Aug 11, 20268-K EDGAR
  9. Aug 10, 20268-K EDGAR
  10. Jul 28, 20268-K EDGAR
  11. Jul 27, 20268-K EDGAR
  12. Jul 9, 20268-K EDGAR
  13. Jul 8, 20268-K EDGAR
  14. Jun 18, 2026DEFA14A DEFA 14A EDGAR
  15. Jun 18, 2026DEF 14A EDGAR
  16. Jun 10, 2026SCHEDULE 13G/A EDGAR
  17. Jun 8, 2026PRE 14A EDGAR
  18. May 29, 20268-K EDGAR
  19. May 15, 202610-Q EDGAR
  20. May 14, 20268-K EDGAR

The 191 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

6 open-market trades by officers, directors and large owners since October 2021: 6 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 31, 2025Wells Dominic Benjamin JamesCEO, CRO, Chair of BoardBuy14,793$0.73$10.8KForm 4
Dec 30, 2025Wells Dominic Benjamin JamesCEO, CRO, Chair of BoardBuy59,707$0.65$38.8KForm 4
May 26, 2023Byalik YuryHead of Strategy & AcquisitionBuy635$1.17$743Form 4
May 25, 2023Byalik YuryHead of Strategy & AcquisitionBuy1,269$1.17$1.5KForm 4
Nov 29, 2022Byalik YuryHead of Strategy & AcquisitionBuy1,400$1.35$1.9KForm 4
Nov 18, 2022Wells Dominic Benjamin JamesCEO, CRO, Chair of BoardBuy63,000$0.18$11.3KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Adam Trainor$240.0K$356.0K43
2025Dominic Wells41$240.0K43
2024Chief Executive OfficerChief Revenue Officer, Secretary, Treasurer, Director$150.0K43
2024Chief Operations Officer and Interim Chief Financial Officer$141.0K$149.9K43

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Oct 21, 2025Raised $1 million in a private offering of equity Form D: 11 investors so far Form D
  2. Jan 29, 2025Filed a private offering of equity Form D: $1 million offered in all Form D
  3. Aug 23, 2023Filed a private offering of equity Form D: $10 million offered in all Form D

SEC filer profile

How Onfolio Holdings, Inc is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAROnfolio Holdings, Inc1
  • CIK0001825452
  • Employer ID (EIN)37-19786975
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7374 Services-Computer Processing & Data Preparation1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address1007 North Orange Street 4Th Floor, Wilmington, DE 198011
  • Phone(682) 990-69201
  • Shares outstanding2,452,712 as of Aug 19, 202611
  • Public float$4.2M as of Jun 30, 20255
  • AuditorAstra Audit & Advisory, LLC, Tampa, Florida PCAOB ID 6920; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceSep 23, 20201
  • Filings195 in all: 8-K (46), 4 (19), 10-Q (12), CORRESP (12), 424B3 (11), 3 (10), SCHEDULE 13G/A (8), D (7)1
    All 31 form types

    S-1/A (7), EFFECT (6), 8-K/A (5), DEF 14A (5), SC 13G (5), 10-K (4), DEFA14A (4), POS AM (4), PRE 14A (4), UPLOAD (4), 424B4 (3), S-1 (3), SCHEDULE 13G (3), NT 10-K (2), NT 10-Q (2), SC 13G/A (2), 4/A (1), 8-A12B (1), 8-A12G (1), CERT (1), DRS (1), DRSLTR (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 19, 2026
    Proxy statement (DEF 14A) Jun 18, 2026
    Latest 8-K (8-K) Oct 7, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.001 par valueONFONasdaq
Warrants To Purchase Common StockONFOWNasdaq

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Onfolio Holdings, Inc names in Item 1A of its 10-K filed Mar 31, 2026: 60 risks under these headings, as written.5

  • Risks Related to Our Business – General
  • We may not be able to continue to successfully manage our online businesses on a combined basis.
  • Many of our online businesses have a limited operating history upon which investors can evaluate their future prospects.
  • We have incurred operating losses since our inception and we may continue to incur substantial operating losses for the foreseeable future.
  • Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.
  • We require additional capital to support our present business plans and our anticipated business growth, and such capital may not be available on acceptable terms, or at all, which would adversely affect our ability to operate.
  • We cannot predict our future capital needs and we may not be able to secure additional financing.
  • The Senior Secured Notes provide the note holder with liens on substantially all of our assets and contains financial covenants and other restrictions on our actions, which may cause significant risks to our stockholders and may impact our ability to operate our business. Any failure to meet our debt and other financial obligations or maintain compliance with related covenants could harm our business, financial condition, and results of operations.
  • Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the Senior Secured Notes when they come due.
  • We may not have the ability to raise the funds necessary to settle conversions of the Senior Secured Notes in cash or to repurchase the notes upon an event of default or a fundamental change.
  • We are currently in default pursuant to the Senior Secured Notes and Registration Rights Agreement.
  • Certain provisions in the Securities Purchase Agreement and the Senior Secured Notes may delay or prevent an otherwise beneficial takeover attempt of us.
The other 49 risks
  • If we fail to retain certain of our key personnel and attract and retain additional qualified personnel, we might not be able to pursue our growth strategy.
  • The need to sustain our current operating structure may place a significant strain on our management and our administrative, operational and financial reporting infrastructure.
  • Negative publicity could adversely affect our reputation, our business, and our operating results.
  • Natural disasters and other events beyond our control could materially adversely affect us.
  • Political and economic factors may negatively affect our financial condition or results of operations.
  • Risks Related to Our Business – Primary Risk Factors Related to Our Specific Online Businesses
  • EasternStandard.com
  • Revenuzen.com
  • Pace Generative
  • Vital-Reaction.com
  • Allthingsdogs.com
  • SEOButler.com
  • ProofreadAnywhere.com/WorkAtHomeSchool.com/WorkYourWay2020.com
  • Contentellect.com
  • Fishkeepingworld.com
  • Wowfreestuff.co.uk
  • Woofwhiskers.com
  • Craftwhack.com – Managed Property
  • Backgroundhawk.com – Managed Property
  • Outreachmama.com – Managed Property
  • Getmerankings.com – Managed Property
  • Risks Related to Our Business – Operating Our Online Businesses
  • If we are unable to attract new customers and retain customers on a cost-effective basis, our business and results of operations will be affected adversely.
  • If we fail to develop our brands cost-effectively, our business may be adversely affected.
  • The market in which our online businesses participate is competitive and, if we do not compete effectively, our operating results could be harmed.
  • Risks Related to Our Business – Our Acquisition Plans
  • As part of our business plan, we will continue to acquire or make investments in other companies, or through business relationships, which will divert our management’s attention, result in dilution to our stockholders, consume resources that may be necessary to sustain our business and could otherwise disrupt our operations and adversely affect our operating results.
  • Pursuant to our long-term investment strategy, we may pursue future acquisitions or business relationships, or make business dispositions that may not be in the best interest of common stockholders in near term or at all.
  • Because of our limited resources and the significant competition for acquisition opportunities, it may be more difficult for us to acquire target online businesses that meet our acquisition criteria.
  • Subsequent to the acquisition of any target business, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities.
  • We may seek target online businesses in industries or sectors that may be outside of our management’s areas of expertise.
  • We will likely not obtain an opinion from an independent accounting or investment banking firm in connection with the acquisition of a target business.
  • Our resources could be wasted by acquisition transactions that are not completed.
  • The officers and directors of a target business may resign upon completion of our acquisition. The loss of a target business’ key personnel could negatively impact the operations and profitability of the target business post-acquisition.
  • We may attempt to simultaneously acquire multiple target online businesses, which may give rise to increased costs and risks that could negatively impact our operations and profitability.
  • We intend to pursue and acquire target businesses located outside of the United States so we will be subject to a variety of additional risks that may adversely affect us.
  • Risks Related to our Digital Assets Treasury Strategy
  • Our investments in digital assets subject us to significant volatility and potential losses.
  • We face risks relating to the custody and security of our digital assets, including the potential loss or compromise of private keys and cyberattacks.
  • Our increased digital assets holdings have required substantial changes in our day-to-day operations and have exposed and continue to expose us to significant operational risks.
  • Our common stock may trade at a substantial premium or discount to the value of the digital assets we hold, and our stock price may be more volatile than the price of digital assets.
  • Digital assets have a limited operating history and are highly volatile, and volatility in the price of our digital assets could materially adversely affect our financial results and the market price of our common stock.
  • Security breaches or cyberattacks could result in loss of our digital assets.
  • A “fork” in the network protocols could adversely affect the value of our digital assets holdings.
  • Risks Related to Information Technology Systems, Intellectual Property and Privacy Laws
  • We are reliant upon information technology to operate our business and maintain our competitiveness.
  • Any significant disruption in service on our website or in our computer systems, or in our customer support services, could reduce the attractiveness of our services and result in a loss of customers.
  • We do not have a disaster recovery system, which could lead to service interruptions and result in a loss of customers.
  • If a third party asserts that we are infringing its intellectual property, whether successful or not, it could subject us to costly and time-consuming litigation or require us to obtain expensive licenses, and our business may be adversely affected.
  • If the security of our customers’ confidential information stored in our systems is breached or otherwise subjected to unauthorized access, our reputation may be severely harmed, we may be exposed to liability and we may lose the ability to offer our customers a credit card payment option.
  • We may be the subject of intentional cyber disruptions and attacks.
  • We may not be able to adequately protect our proprietary technology, and our competitors may be able to offer similar products and services which would harm our competitive position.
  • We could be harmed by improper disclosure or loss of sensitive or confidential data.
  • Unauthorized breaches or failures in cybersecurity measures adopted by us and/or included in our products and services could have a material adverse effect on our business.
  • We may be subject to stringent and changing laws, regulations, standards, and contractual obligations related to privacy, data protection, and data security. Our actual or perceived failure to comply with such obligations could adversely affect our business.
  • Online applications are subject to various laws and regulations relating to children’s privacy and protection, which if violated, could subject us to an increased risk of litigation and regulatory actions.
  • Risks Related to Owning Our Securities
  • The market for our common stock, publicly-traded warrants and series A preferred stock could be considered “thinly-traded,” and an active market in securities may never fully develop.
  • The price of our securities may fluctuate substantially.
  • Our Company’s series A preferred stock is senior in rank to shares of our common stock with respect to dividends, liquidation and dissolution.
  • We may not be able to maintain a listing of our common stock and publicly-traded warrants on Nasdaq. Currently, we are not in compliance with Nasdaq’s minimum bid price requirement, which means our common stock could be delisted, which could materially and adversely affect the liquidity and market value of our common stock.
  • If we complete a reverse stock split, it may decrease the liquidity of our common stock and may not improve trading or investor interest.
  • The issuance of shares underlying the securities issued pursuant to the Senior Secured Notes and related Rights could result in very significant dilution to our existing stockholders and materially depress the market price of our common stock.
  • We may issue additional equity securities, or engage in other transactions that could dilute our book value or relative rights of our common stock and series A preferred stock, which may adversely affect the market price of our securities.
  • We do not anticipate paying any cash dividends on our common stock in the foreseeable future and, as such, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
  • If research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our securities, our securities’ price and trading volume could decline.
  • The warrant certificate governing our warrants designates the state and federal courts of the State of New York sitting in the City of New York, Borough of Manhattan, as the exclusive forum for actions and proceedings with respect to all matters arising out of the warrants, which could limit a warrant holder’s ability to choose the judicial forum for disputes arising out of the warrants.
  • Our series A preferred stock has not been rated.

Legal proceedings

We are not a party to any litigation of a material nature, nor are we aware of any threatened litigation of a material nature.

The opening of Item 3, Legal Proceedings.5

Sources

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  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
    SEC EDGAROther events
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43