Onfolio Holdings Inc.

Good morning and welcome to the Unfolio Holdings Full Year 2025 Earnings Conference Call. Joining us today are Dominic Wells, Chief Executive Officer, and Adam Traynor, Chief Operating Officer and Interim Chief Financial Officer. Before we begin, I'd like to remind everyone that certain statements made during this call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Forward-looking statements are based on management's current expectations as of today's date, and the company undertakes no obligation to update or revise any such statements. For a detailed description of risks and uncertainties, please refer to the Risk Factor section of the company's most recent Form 10-K filed with the SEC. Additionally, during this call, management may reference certain non-GAAP financial measures and supplemental operating metrics as indicators of performance. These measures should not be considered in isolation or as substitutes for GAAP results. A reconciliation of non-GAAP measures to the most comparable GAAP measures is available in the company's SEC filings, which can be found on the company's website at investors.unfolio.com forward slash filings. With that, I'll turn the call over to Dom.

Thank you, and good morning, everyone. We appreciate you joining us for our first formal earnings call. For anyone newer to the Onfolio story, we are an owner-operator of cash-generating digital businesses, primarily in B2B marketing agencies and B2C online education. Since our IPO in 2022, we have grown revenues from approximately $2 million to to 10.7 million in full year 2025, roughly a 5x increase, entirely through acquiring and operating real businesses that generate real cash flow. I want to spend a few minutes on what 2025 actually looked like before Adam walks through the numbers, because the gap figures alone do not tell the full story. Coming into 2025, we made a deliberate decision to pause acquisitions and focus on getting our existing portfolio to a point where it could fund parent company costs. We had built a portfolio across 2023 and 2024, and the question was whether it was large and profitable enough to sustain itself and us. The honest answer is that we got close, but not quite there. Q3 was our strongest quarter. Portfolio-level operating profit reached approximately $500,000 for the quarter, well ahead of where we started 2023. Although several of our businesses then faced headwinds in Q4, we still ended the year with full-year portfolio operating profit of approximately $1.8 million, a significant increase versus roughly $600,000 in 2023. That improvement is real and meaningful, but it was not enough to fully close the gap between what the portfolio distributes and what it costs to run the parent company. I'll discuss what we're actively doing to close the gap later in the call. But first, I'd like to discuss notable progress across our two primary business segments, B2B and B2C. Within our B2B segment, 2025 was our first full year owning Eastern Standard, our largest business. Eastern Standard grew revenues approximately 10% year over year, built up its cash reserves, and began distributing meaningfully to the parent company in the second half of the year. That is exactly what we acquired it to do. Toward the end of 2025, we began treating our agencies as a unified platform, creating centralized backend fulfillment, shared sales and marketing infrastructure, and clear accountability across the portfolio. We are calling this our agency co-structure internally. We believe it makes our agency businesses more durable and positions them for the changes AI is bringing to agency work. Clients are increasingly expecting more value at lower costs and agencies that adapt will thrive. In our B2C segment, Proofread Anywhere had a mixed year. We started the year strong. However, by the second half of 2025, we identified that our advertising spend was generating diminishing returns. So we deliberately pulled back to preserve profitability at the business level. That decision compressed revenue significantly, but we believe it was the right call. Q1 2026 has shown early improvement as we have carefully redeployed ad spend with normalized unit economics, and it remains a solid cash-generative business. The platform has been evolving from a single course-based model toward a broader freelancing education platform, which we believe positions it for stronger long-term monetization. Additionally, vital reaction continued to generate consistent cash flow throughout 2025. We have also been finding opportunities to consolidate media buying and ad creative across both B2C businesses. AI tools are now good enough to improve the quality and efficiency of our media buying in ways that were not possible a year ago. We expect this to be a meaningful lever in 2026. In November 2025, we secured a $300 million convertible note facility with a US-based institutional investor. To date, we have drawn approximately $6 million under this facility. We entered into it with five primary objectives. First, to provide access to long-term capital and strengthen our balance sheet. Second, to extend our operational runway and position us to acquire larger, cash-flowing businesses. Third, to retire some of our existing higher-cost debt. Fourth, to improve capabilities within our current portfolio, specifically in lead generation and sales execution. And fifth, to deploy a portion of proceeds into digital assets to diversify our balance sheet and generate staking rewards. Adam will cover the balance sheet detail, From a strategic standpoint, this facility has meaningfully changed how we can approach acquisitions, both in terms of deal size and speed of execution. I'll now turn over the call to Adam to walk through our financial results for the full year 2025, and then I'll return with more context on our go-forward strategy. Over to you, Adam.

Thanks, Don. Good morning, everyone. Unless otherwise noted, All comparisons are full year 2025 versus full year 2024. Total revenue for full year 2025 was $10.7 million, an increase of 36% from $7.9 million in 2024. Revenue from services, our B2B segment, increased 62% to $7.4 million from $4.7 million in 2024. That growth was driven primarily by the full-year contribution of Eastern Standard, which we acquired in Q4 2024, and contributed approximately $3.3 million in 2025 revenue, as well as a contribution of approximately $91,000 from ddsrank.com. Revenue from product sales, our B2C segment, increased 5% to 3.3 million from 3.2 million in 2024, reflecting the proof-read-anywhere platform dynamics John described, partially offset by the absence of WP Foley revenue following its sale in Q4 2024. Gross profit was $6.4 million, representing gross margin of approximately 60% up from 58% in 2024. This improvement reflects the increasing weight of our service-based B2B revenues. As our agencies become more operationally efficient and service revenues represent a larger share of our mix, we expect gross margin to trend into the mid-60% range over the course of 2026. Total operating expenses were $9.3 million compared to $7.1 million in 2024. The increase reflects the full year inclusion of Eastern Standard and SG&A costs. We also incurred professional fees of approximately $1.2 million, which included approximately $175,000 in one-time costs, primarily expenses related to the required re-audit of our 2023 financials and Eastern Standard historical audits, neither of which we expect to occur at the same level in 2026. We also recorded impairment charges of approximately $440,000 related to allthingsdogs.com and ddsrank.com. Both businesses remain operational. Net loss for the full year 2025 was $2.6 million. That figure includes 2.4 million in non-cash expenses, a 1.1 million non-cash gain on the change in fair value of derivative liabilities, and a $229,000 non-cash loss on the change in fair value in our digital asset holdings. Excluding those non-cash expenses, our operating loss improved from 1.42 million in 2024 to just $880,000 in 2025. A 38% improvement year-over-year. Our EBITDA, as defined for 2025, was positive $151,000, compared to negative $588,000 in 2024. A full reconciliation of this non-GET measure is included in our 10-K, filed with the SEC. To frame the portfolio-level picture that Dom referenced, When you isolate our portfolio businesses from parent company overhead, portfolio operating profit grew from approximately $600,000 annually in 2023 to approximately $1.8 million annually by the end of 2025. That underlying improvement is not fully visible in the consolidated gap figures, but it is the metric that most directly reflects the health and trajectory of our businesses. As of December 31st, 2025, we had cash of $2.17 million compared to $477,000 at the end of 2024. That improvement reflects proceeds from our convertible note facility, partially offset by approximately $500,000 in legacy debt retired during the year and ongoing operating costs. Our digital asset holdings had a total fair value of approximately $2.3 million as of year end, consisting of 5.32 Bitcoin, 318.33 Ethereum, of which approximately 288 are staked, and 6,786 Solana, all of which are staked. These holdings generate staking rewards, and we view them as a long-term balance sheet asset rather than a trading position. On debt, total outstanding indebtedness was approximately $7.8 million across several instruments, detailed in Note 11 of our 10-K. The largest component is the $6 million drawn under our Senior Secured Convertible Note Facility, maturing November 2027. Our remaining obligations are primarily acquisition-related seller notes. $850,000 related to Eastern Standard maturing October 2026, $303,000 related to the revenues and earn out, and $200,000 related to DDS rank maturing June 2026. The retirement of approximately $500,000 in legacy debt in 2025, primarily higher cost seller notes from prior acquisitions, results in approximately $150,000 in annual savings on interest payments going forward. While total liabilities increased with the convertible note facility, The retirement of these legacy obligations meaningfully improves our recurring cash burn profile. On our Series A preferred stock, 170,460 shares are outstanding, carrying a 12% cumulative annual dividend payable quarterly. Accrued but unpaid preferred dividends were approximately $122,000 as of year end. Those accrued and unpaid dividends were paid the first week in January. The Board retains discretion over dividend declarations. With that, I hand it back to Dom.