ONFO 8-K
Onfolio Holdings, Inc (ONFO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter) |
|
| |||
(State or other jurisdiction of incorporation or organization) |
| (Commission File Number) |
| (I.R.S. Employer Identification Number) |
| ||
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code (
_______________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
Binding Letter of Intent
On July 7, 2026, Onfolio Holdings Inc. (the “Company”) entered into a Binding Letter of Intent (the “LOI”) with Paramount Helium, LLC, a Wyoming limited liability company (“Paramount”), pursuant to which the Company has agreed to acquire Paramount in a transaction structured as a merger or other business combination (the “Acquisition”). The parties intend that all provisions of the LOI shall be binding and enforceable, and that the terms set forth therein shall be reflected in a definitive acquisition agreement (the “Acquisition Agreement”) to be negotiated and executed by the parties.
Under the LOI, at the closing of the Acquisition (the “Definitive Closing”), the Company will issue to Paramount a number of shares of convertible preferred stock that is convertible into, strictly subject to stockholder approval, 50 million shares of the Company’s common stock (the “Paramount Preferred Stock”). In addition, in consideration for funding provided by investors designated by Paramount (the “Paramount Investors”) at the Definitive Closing, the Company shall issue to the Paramount Investors shares of the Company’s common stock; provided, however, that to the extent the issuance of such common stock would result in any individual beneficially owning in excess of 19.99% of the Company’s outstanding common stock, the portion exceeding such threshold shall instead be issued in the form of convertible preferred stock, strictly subject to stockholder approval (the “Investor Preferred Stock”). In connection with entering into the LOI, the Company anticipates that $200,000 will be released from its cryptocurrency control account in the Digital Asset Treasury.
Proton Green Debt Acquisition Right
Following Definitive Closing, the Company or one of its subsidiaries will receive the right to apply the Required Funding (as defined below) to acquire the senior secured indebtedness of Proton Green, LLC, a Wyoming limited liability company (“Proton Green”), held by Kips Bay Select LP and Cyber One, Ltd. Following such purchase, the Company or one of its subsidiaries shall hold such Proton Green senior secured indebtedness as an asset on its balance sheet. Such right is subject to obtaining sufficient financing and does not constitute a binding commitment to purchase all outstanding indebtedness of Proton Green.
Name and Ticker Change
At or promptly following the Definitive Closing, the Company will (i) change its name to Paramount Helium Corporation, (ii) change its ticker symbol on the Nasdaq Capital Market to PRMT, and (iii) take all necessary corporate and exchange actions to give effect to the foregoing.
Corporate Governance
Subject to change in control limitations, from the Definitive Closing through the date of completion of the spinout of the legacy business (the “Spinout Date”), the Board of Directors of the Company shall consist of five members, comprised as follows: (i) two directors designated by Paramount, which shall be David Hobbs and Steven Looper; (ii) two directors designated by the existing stockholders of the Company, which shall be Dominic Wells and Mark Schwartz; and (iii) one independent director, mutually selected by the Board of Directors of the Company immediately after the Definitive Closing, who shall qualify as an Audit Committee Financial Expert and shall meet the independence standards of the Nasdaq Capital Market. The Executive Chairman of the Board during the period from the Definitive Closing through the Spinout Date shall be David Hobbs. Subject to change in control limitations, effective upon the Spinout Date, Dominic Wells will resign from the Board of Directors if he is employed by the Legacy SubCo on the Spinout Date. It is expected that the Company will rely on the “Controlled Company” exemption from the listing standards of the Nasdaq Capital Market relating to independent directors.
Subject to change in control limitations, as of the Definitive Closing, the executive officers of the Company shall be: David Hobbs, Executive Chairman; Steven Looper, Chief Executive Officer; and Adam Trainor, Chief Financial Officer. The existing executive officers of the Company shall, at or prior to the Definitive Closing, transition into roles with Legacy SubCo or otherwise terminate their employment with the Company on terms to be set forth in a Transitional Services Agreement (the “Transitional Services Agreement”). The Company shall be solely responsible for any severance, accrued compensation, or other amounts payable to its existing executive officers or directors in connection with such transitions.
| 2 |
Voting Agreements
Subject to change in control limitations, the Company will require its executive officers, directors, and holders of more than 5% of any class of its outstanding voting securities to enter into mutually agreeable forms of voting agreements, support agreements, or other similar agreements pursuant to which they will (i) vote in favor of the Acquisition, the issuance of shares of the Company’s common stock in connection with the conversion of the Paramount Preferred Stock and the Investor Preferred Stock, the name and ticker change, and all related corporate actions, and (ii) refrain from soliciting or entering into any alternative transaction proposal. Such agreements will be executed prior to or concurrently with the execution of the Acquisition Agreement.
Closing Conditions
The Acquisition Agreement is to be executed on or before July 24, 2026, simultaneously with or in advance of the Definitive Closing. The parties will use commercially reasonable best efforts to consummate the Definitive Closing of the Acquisition on or before July 24, 2026, subject to satisfaction of customary closing conditions, including, among others: (i) receipt of at least $11,300,000 in equity investment (the “Required Funding”), (ii) delivery of audited financial statements by Paramount on or before July 10, 2026; (iii) completion of due diligence; (iv) execution of voting agreements; (v) completion of the ring-fence of legacy businesses into Legacy SubCo; (vi) execution of the Transitional Services Agreement; (vii) SEC compliance; (viii) Nasdaq Capital Market qualification and compliance with all listing requirements; (ix) solvency of the Company and absence of material adverse effect; (x) adoption of a long-term incentive plan and execution of employment agreements for senior management; (xi) ordinary course conduct of business during the interim period; and (xii) receipt of all necessary governmental, regulatory, and third-party consents and approvals.
The LOI will automatically terminate and be of no further force and effect upon the earlier of: (a) execution of the Acquisition Agreement by the parties, (b) mutual agreement of the parties to terminate the LOI, and (c) July 24, 2026 (which may be extended by mutual consent of the parties).
The foregoing description of the LOI is qualified in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Note Limited Waiver and Consent Agreement
On July 7, 2026, the Company entered into a Limited Waiver and Consent Agreement (the “Note Waiver Agreement”) with a certain Institutional Investor (the “Note Investor”). Reference is made to that certain Securities Purchase Agreement, dated as of November 17, 2025 (the “Securities Purchase Agreement”), by and among the Company and the investors listed on the Schedule of Buyers attached thereto, pursuant to which, among other things, the Company issued to the Note Investor certain convertible notes (the “Notes”).
Pursuant to the Note Waiver Agreement, in connection with the Acquisition, the Note Investor has granted certain limited waivers of provisions of the Notes and the Securities Purchase Agreement, including: the waiver of (i) certain subsequent placement redemption rights under Section 8 of the Notes, solely with respect to the new investor funding contemplated by the LOI; (ii) certain asset sale redemption rights under Section 9 of the Notes, solely with respect to the asset transfer of the Company’s existing businesses into wholly owned subsidiaries; (iii) certain restrictive covenants under Sections 14(e), 14(f) and 14(h) of the Notes, solely to the extent necessary to permit the Acquisition; and (iv) certain subsequent placement participation rights under Section 4(o) of the Securities Purchase Agreement, solely with respect to the Acquisition and new investor funding.
In addition, the Note Investor, in its capacity as Collateral Agent, has consented to the asset transfer of the Company’s existing businesses into Legacy SubCo. The Note Waiver Agreement shall be effective upon execution, and shall terminate if the Acquisition is not consummated on or prior to August 7, 2026.
| 3 |
The foregoing description of the Note Waiver Agreement is qualified in its entirety by reference to the full text of the Note Waiver Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment No. 1 to Securities Purchase Agreement
On July 7, 2026, the Company entered into Amendment No. 1 to the Securities Purchase Agreement (the “SPA Amendment”) with the Note Investor, in its capacity as a Required Holder under the Securities Purchase Agreement. The SPA Amendment amends certain terms of the Securities Purchase Agreement in connection with the Acquisition.
Pursuant to the SPA Amendment, among other things: (i) certain amounts of Notes available for purchase at additional closings under the Securities Purchase Agreement have been amended; and (ii) the restriction on variable rate transactions under Section 4(n) of the Securities Purchase Agreement has been amended to prohibit such transactions until the later of (x) the second anniversary of the consummation of the Transaction and (y) such date that no Notes remain outstanding.
The SPA Amendment shall be effective upon execution, and shall terminate if the Acquisition is not consummated on or prior to August 7, 2026.
Equity Facility Limited Waiver Agreement
On July 7, 2026, the Company entered into a Limited Waiver Agreement (the “Equity Facility Waiver Agreement”) with a certain institutional investor (the “Equity Facility Investor”). Reference is made to that certain Equity Purchase Facility Agreement, dated as of April 10, 2026, between the Company and the Equity Facility Investor (the “Equity Purchase Facility Agreement”), pursuant to which the Company has the right to issue and sell to the Equity Facility Investor, and the Equity Facility Investor has agreed to purchase, shares of the Company’s common stock from time to time on the terms and subject to the conditions set forth therein.
Pursuant to the Equity Facility Waiver Agreement, in connection with the Acquisition, the Equity Facility Investor has granted the Company a limited waiver of compliance with the following provisions of the Equity Purchase Facility Agreement: (i) Section 6.10 (Corporate Existence); (ii) Section 6.22 (Right of First Refusal); and (iii) Section 6.26 (Reservation), but only to the extent that the reserve estimate thereunder shall be reduced by a specified number of shares of the Company’s common stock.
The Equity Facility Waiver Agreement only applies to the Transaction and terminates thirty (30) days from the date thereof, unless otherwise agreed upon between the Equity Facility Investor and the Company in writing.
The foregoing description of the Equity Facility Waiver Agreement is qualified in its entirety by reference to the full text of the Equity Facility Waiver Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 8, 2026, the Company issued a press release announcing the entry into the LOI described under Item 1.01 of this Current Report on Form 8-K. A copy of that press release is furnished as Exhibit 99.1 hereto.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
| 4 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
| ||
| ||
| ||
| ||
| Press Release issued by Onfolio Holdings Inc. on July 8, 2026. | |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL) |
| 5 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONFOLIO HOLDINGS INC. |
| |
|
|
|
|
Date: July 8, 2026 | By: | /s/ Dominic Wells |
|
|
| Dominic Wells, |
|
|
| Chief Executive Officer |
|
| 6 |
EXHIBIT 10.1
BINDING LETTER OF INTENT
JULY 7, 2026
This Binding Letter of Intent (this “LOI”) sets forth the principal terms and conditions pursuant to which OnFolio Holdings Inc., a Delaware corporation (“ONFO”), proposes to acquire Paramount Helium, LLC, a Wyoming limited liability company (“Paramount” or the “Company”), in a transaction structured as a merger or other business combination (the “Acquisition”). ONFO and Paramount are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Parties wish to set forth their mutual understanding with respect to the Acquisition and certain related matters, subject to the terms and conditions set forth herein;
WHEREAS, the Parties intend that all provisions of this LOI shall be binding and enforceable, and that the terms set forth herein shall be reflected in a definitive acquisition agreement (the “Acquisition Agreement”) to be negotiated and executed by the Parties;
WHEREAS, this LOI is confidential and subject to the terms of that certain Mutual Non-Disclosure Agreement between the Parties dated as of June 10, 2026 (the “NDA”);
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
| Parties | OnFolio, trading on the Nasdaq Capital Market (“Nasdaq-CM”) under the symbol ONFO (“ONFO”), and Paramount. |
| The Transaction | Following the execution of this LOI, the Parties will promptly begin drafting definitive documentation that reflect the below transaction details, which are required inclusions for the closing of the Acquisition Agreement (the “Definitive Closing”).
Paramount Capitalization. At or prior to the Definitive Closing, Paramount shall issue any outstanding share grants, potential share grants, or any other rights to receive equity or other compensation that are triggered by the Acquisition.
Transaction Details. The Parties agree that the Acquisition Agreement and any other ancillary agreements entered into in connection with the Acquisition Agreement shall include, without limitation, the provisions set forth below and shall contain such additional terms, conditions, representations, warranties, covenants, and other customary provisions as are necessary or appropriate to effectuate the transactions contemplated hereby:
A. Paramount Preferred Stock. In consideration of the acquisition of Paramount, ONFO will issue a number of shares of convertible preferred stock to Paramount that is convertible into, strictly subject to stockholder approval, 50 million shares of ONFO common stock (the “Paramount Preferred Stock”). |
| Page 1 of 11 |
|
| B. Paramount Investor Securities. In consideration for the funding provided by the Paramount Investors (as defined below) at the Definitive Closing, ONFO shall issue to the Paramount Investors shares of ONFO common stock; provided, however, that to the extent the issuance of such common stock would result in any individual beneficially owning in excess of nineteen and ninety-nine hundredths percent (19.99%) of ONFO’s outstanding common stock, the portion exceeding such threshold shall instead be issued in the form of convertible preferred stock, strictly subject to stockholder approval (the “Investor Preferred Stock”).
C. Proton Green Debt Acquisition Right. Following Definitive Closing, ONFO or one of its subsidiaries will receive the right to apply the Required Funding to acquire the senior secured indebtedness of Proton Green, LLC, a Wyoming limited liability company (“Proton Green”), held by Kips Bay Select LP (“KB Select”) and Cyber One, Ltd (“Cyber One”). Following such purchase, ONFO or one of its subsidiaries shall hold such Proton Green senior secured indebtedness as an asset on its balance sheet. The Parties acknowledge that such right is subject to obtaining sufficient financing and does not constitute a binding commitment to purchase all outstanding indebtedness of Proton Green, and any public disclosure of such right shall include appropriate cautionary language to that effect.
D. Legacy Note. Prior to or upon Definitive Closing, the Legacy SubCo (as defined below) will be issued the Legacy Note (as defined below).
E. Curvature Fee. Curvature Securities, LLC (“Curvature”) is acting as financial advisor and shall receive the fees and expense reimbursement contemplated by that certain engagement agreement dated June 15, 2026, and that certain side letter dated July 7, 2026, by and among Curvature, ONFO, and Paramount.
F. Name and Ticker Change. At or promptly following the Definitive Closing, ONFO will (i) change ONFO’s name to Paramount Helium Corporation, (ii) change its ticker symbol on Nasdaq-CM to PRMT, and (iii) take all necessary corporate and exchange actions to give effect to the foregoing. |
| Legacy Businesses; Ring-Fence | Following Definitive Closing, ONFO shall cause all of ONFO’s existing businesses, assets, contracts, and operations, including, without limitation, ONFO’s digital asset holdings, including any Bitcoin or other cryptocurrency held on ONFO’s balance sheet (the “Digital Asset Treasury”), and related holdings (collectively, the “Legacy Businesses”) to be contributed, assigned, transferred, or otherwise separated into a wholly owned subsidiary of ONFO or one of its subsidiaries (the “Legacy SubCo”). All liabilities, obligations, employee matters, vendor contracts, regulatory exposures, and tax obligations arising out of or relating to the Legacy Businesses shall be assigned to and assumed by Legacy SubCo.
ONFO or one of its subsidiaries, as applicable, shall use commercially reasonable efforts to cause Legacy SubCo, together with its constituent businesses, to be sold, spun out, dividended to existing ONFO stockholders, or otherwise disposed of as soon as practicable following the Definitive Closing (the “Legacy Spinout”). ONFO or one of its subsidiaries, as applicable, shall retain no operational or financial obligation to the Legacy Businesses, excluding any remaining principal due on the Legacy Note, as defined below. |
| Page 2 of 11 |
|
| The Legacy SubCo will use the funds available in the Digital Asset Treasury to support the operation, and later Legacy Spinout, of the Legacy Businesses, which shall be primarily funded from the resources of ONFO following the Definitive Closing. Notwithstanding anything to the contrary, the Legacy SubCo shall retain the benefit of the Digital Asset Treasury and (a) if the Digital Asset Treasury provides less than an aggregate of Three Million Dollars ($3,000,000) (the “Operational Funds Total”), then Legacy SubCo shall receive additional funds equal to (i) the Operational Funds Total, minus (ii) the amount of funds provided by the Digital Asset Treasury, to fund ongoing operations until the Legacy Spinout occurs, and an additional (b) Five Million Dollars ($5,000,000) upon the completion of the Legacy Spinout (or upon a decision not to spin out the Legacy Businesses). The Legacy SubCo will receive a note (the “Legacy Note”) for the full balance of Eight Million Dollars ($8,000,000), bearing interest at a rate of eight percent (8%) per annum, maturing on the three-year anniversary of the Definitive Closing. The Legacy Note shall provide for reductions to the principal for amounts (a) provided by the DAT following the Definitive Closing and (b) any consideration received from the Legacy Spinout. For the avoidance of doubt, amounts raised through any disposal of Digital Asset Treasury assets prior to the Definitive Closing shall not reduce the principal of the Legacy Note.
The Legacy Note shall provide that Legacy SubCo shall be entitled to receive (i) amortization payments in the amount of two hundred and fifty thousand dollars ($250,000) per month (commencing on the one-month anniversary of the issuance of the Legacy Note) and (ii) five percent (5%) of proceeds from any capital raised by ONFO in excess of the Required Funding, until the Legacy Note is fully repaid. Any failure to make any payments as required pursuant to the terms of the Legacy Note shall result in a penalty of 2% of the principal amount per failure being owed.
Furthermore, following the Definitive Closing, for the avoidance of doubt, the Legacy SubCo shall have no responsibility or obligation for any costs, expenses, or liabilities related to maintaining ONFO’s public company status or listing.
The Acquisition Agreement will include customary representations, warranties, indemnification provisions, and tax allocation provisions.
Prior to the Definitive Closing, the stockholders of ONFO at market close of the day prior to the Definitive Closing (“Pre-Closing ONFO Stockholders”) shall receive a contingent value right (a “CVR”) entitling each of them to its pro rata share of the Legacy Spinout such that the Pre-Closing ONFO Stockholders are entitled to one hundred percent (100%) of the value derived from the Legacy Spinout. For the avoidance of doubt, the Management Equity Pool (as defined below) shall be issued from Legacy SubCo’s authorized but unissued equity and shall dilute the CVR holders’ percentage interest in Legacy SubCo. The terms of such CVRs, including transferability, expiration, valuation methodology, and dispute resolution procedures, shall be set forth in a CVR Agreement to be mutually agreed upon prior to the Definitive Closing. |
| Page 3 of 11 |
| Corporate Governance | Board of Directors During the Interim Period
Subject to change in control limitations, from the Definitive Closing through the date of completion of the Legacy Spinout (the “Spinout Date”), the Board of Directors of ONFO shall consist of five (5) members, comprised as follows: (i) two (2) directors designated by Paramount, which shall be David Hobbs and Steven Looper; (ii) two (2) directors designated by the existing ONFO stockholders, which shall be Dominic Wells and Mark Schwartz; and (iii) one (1) independent director, mutually selected by the Board of Directors of ONFO immediately after the Definitive Closing, who shall qualify as an Audit Committee Financial Expert and shall meet the independence standards of Nasdaq-CM. The Executive Chairman of the Board during the period from the Definitive Closing through the Spinout Date shall be David Hobbs.
Board of Directors Post-Spinout Subject to change in control limitations, effective upon the Spinout Date, Dominic Wells will resign from the Board of Directors if he is employed by the Legacy SubCo on the Spinout Date.
It is expected that ONFO will rely on the “Controlled Company” exemption from the listing standards of Nasdaq-CM relating to independent directors.
Executive Officers Subject to change in control limitations, as of the Definitive Closing, the executive officers of ONFO shall be: David Hobbs, Executive Chairman; Steven Looper, Chief Executive Officer; and Adam Trainor, Chief Financial Officer.
The existing executive officers of ONFO shall, at or prior to the Definitive Closing, transition into roles with Legacy SubCo or otherwise terminate their employment with ONFO on terms to be set forth in a Transitional Services Agreement. ONFO shall be solely responsible for any severance, accrued compensation, or other amounts payable to its existing executive officers or directors in connection with such transitions, and shall ensure all such amounts are settled or assumed by Legacy SubCo at or prior to the Definitive Closing. For the avoidance of doubt, any employee or officer of ONFO that transitions to Legacy SubCo will not be entitled to any such payment.
D&O Coverage The pre-Closing Board of Directors of ONFO shall take such steps as necessary to continue or reestablish equivalent coverage of former ONFO directors and officers under existing D&O insurance policies and existing indemnification agreements, by obtaining tail coverage or otherwise. The cost of such tail coverage shall be borne by ONFO. |
| Voting Agreements | Subject to change in control limitations, ONFO will require its executive officers, directors, and holders of more than five percent (5%) of any class of its outstanding voting securities to enter into mutually agreeable forms of voting agreements, support agreements or other similar agreements pursuant to which they will (i) vote in favor of the Acquisition, the issuance of shares of ONFO common stock in connection with the conversion of the Paramount Preferred Stock and the Investor Preferred Stock, the name and ticker change, and all related corporate actions, and (ii) refrain from soliciting or entering into any alternative transaction proposal. |
| Page 4 of 11 |
|
| Such agreements will be executed prior to or concurrently with the execution of the Acquisition Agreement. |
| Timing | Acquisition Agreement To be executed on or before July 24, 2026, simultaneously with or in advance of the Definitive Closing.
Target Closing The Parties will use commercially reasonable best efforts to consummate the Definitive Closing of the Acquisition on or before July 24, 2026, subject to satisfaction of the Definitive Closing Conditions set forth below.
Termination This LOI will automatically terminate and be of no further force and effect upon the earlier of: (a) execution of the Acquisition Agreement by the Parties, (b) mutual agreement of the Parties to terminate this LOI, and (c) July 24, 2026 (which may be extended by mutual consent of the Parties).
|
| Corporate Headquarters | As of the Definitive Closing, the corporate headquarters of ONFO shall be located in Houston, Texas. The Legacy Businesses shall continue to operate from their existing locations pending the disposition of Legacy SubCo, pursuant to a Transitional Services Agreement (the “Transitional Services Agreement”) to be executed at or prior to the Definitive Closing. The Transitional Services Agreement shall include a guarantee for two (2) years of salary for existing ONFO management, to be funded by ONFO (which funding, for the avoidance of doubt, shall be included within the Eight Million Dollar ($8,000,000) funding). The existing management of ONFO as of the date of this LOI (“Existing ONFO Management”) will also have their existing warrants and options restruck at a strike price, over shares, and with a vesting schedule to be mutually agreed taking into account the value of any Management Equity Pool benefit detailed below.
In addition, upon the completion of the Legacy Spinout, the Existing ONFO Management shall be entitled to receive an equity grant in Legacy SubCo as proposed by the ONFO Board of Directors and approved by a majority of the owners of the CVRs (the “Management Equity Pool”). The shares comprising the Management Equity Pool shall be allocated among the members of the Existing ONFO Management in such proportions as shall be determined by such management in their sole discretion. The terms, conditions, vesting schedule (if any), and form of such equity grants (whether restricted stock, options, or other equity interests) shall be set forth in an equity incentive plan or grant agreements to be adopted by Legacy SubCo and approved by its shareholders in connection with the Legacy Spinout. |
| Page 5 of 11 |
| Definitive Closing Conditions | Conditions to Definitive Closing The Parties agree that the following items shall be completed prior to Definitive Closing: |
|
|
A. Paramount Financial Statements. On or before July 10, 2026, Paramount will provide necessary audited financial statements for inclusion by ONFO in a registration statement to be filed with the SEC.
B. Registration Statement Cooperation. Paramount shall use commercially reasonable efforts to cooperate with ONFO in the preparation, filing, and effectiveness of any registration statement to be filed with the SEC in connection with the transactions contemplated hereby, including (i) providing such additional financial and business information regarding Paramount as may be reasonably required for inclusion in such registration statement, (ii) causing Paramount’s auditors to deliver customary consents and comfort letters, (iii) reviewing and commenting on Paramount-related disclosure within five (5) business days of receipt, and (iv) making Paramount’s officers and representatives reasonably available for due diligence and SEC comment response purposes.
C. Required Funding. A minimum of Eleven Million Three Hundred Thousand Dollars ($11,300,000) of funding will be provided on or before Definitive Closing (the “Required Funding”); provided, however, that if any funding is provided to ONFO by [****] (“[****]”) following the execution of this LOI (the “LOI Closing”), such funding will count towards the Required Funding. Any portion of the Required Funding that is provided by investors brought by Paramount (the “Paramount Investors”) will be provided at Definitive Closing and will require letters of intent before or securities purchase agreements with signatures held in escrow, to be released upon Definitive Closing.
D. Definitive Documentation. Definitive documentation must be executed on or before July 24, 2026.
E. Due Diligence. Each party shall have completed to its reasonable satisfaction a due diligence review of the other party and its assets, including without limitation capital structure, material contracts, employment matters, regulatory and listing compliance, environmental, financial, and tax.
F. Voting Agreements. The agreements described under “Voting Agreements” above shall have been executed.
G. Ring-Fence Completion. The contribution, assignment, and separation of all Legacy Businesses into Legacy SubCo shall have been completed, including assignment of all liabilities and obligations relating thereto, as well as legacy shareholder snapshot.
H. Transitional Services Agreement. The parties shall have executed and delivered the Transitional Services Agreement.
I. Customary Closing Documents. Each party shall execute and deliver the approved Acquisition Agreement and all ancillary documents and agreements required to be delivered in connection with the Definitive Closing, including customary legal and tax opinions, officers’ certificates, corporate records, and documents from public officials. |
| Page 6 of 11 |
|
| J. SEC Compliance. The parties shall prepare, execute, and file any and all documents necessary to comply with all applicable federal and state securities laws, rules, and regulations, including the filing of a Current Report on Form 8-K and such other reports or registration statements as may be required.
K. Solvency. ONFO shall be solvent at the Definitive Closing, shall not have hit a Nasdaq deficiency event between signing and Definitive Closing, and shall not have suffered any material adverse effect (“MAE”) with respect to its assets, liabilities, or listing status, except for any insolvency condition or MAE that has been (or is the result of a development that has been) disclosed to Paramount as of the date of this LOI.
L. Nasdaq-CM Qualification. ONFO shall be qualified to continue trading on Nasdaq-CM and in compliance with all Nasdaq-CM listing requirements (including, as applicable, any initial-listing-equivalent requirements applicable to ONFO), and shall be reasonably satisfied that such listing will continue for the foreseeable future.
M. Employment Matters. At the Definitive Closing, ONFO shall (i) adopt an acceptable long-term incentive plan; (ii) execute and deliver employment agreements for the senior management team; and (iii) obtain a D&O policy commensurate with similarly sized public companies.
N. Conduct of Business. During the period between LOI Closing and Definitive Closing, each party agrees to operate in the ordinary course of business without any material change in its assets, liabilities, operations, or contracts.
O. Representations, Warranties, and Covenants. Both parties’ compliance with all covenants, absence of defaults, and accuracy of all representations and warranties.
P. Consents and Approvals. Both parties shall have received all necessary governmental, regulatory, and third-party consents and approvals in connection with the Acquisition, which shall remain in effect, and all applicable waiting periods shall have expired without action by any applicable authority. Prior to executing the Acquisition Agreement, Paramount will receive the necessary approval of its members.
Q. Termination for Paramount Breach. Notwithstanding any other provision of this LOI, ONFO shall have the right to terminate this LOI upon written notice to Paramount if (i) Paramount fails to deliver audited financial statements by July 10, 2026 in accordance with Condition A above(ii) Paramount materially breaches any obligation under this LOI and such breach remains uncured for five (5) business days following written notice thereof, or (iii) and event occurs that constitutes a material adverse effect on the assets, liabilities, financial conditions, or operations of Paramount.
R. Termination for ONFO Breach. Notwithstanding any other provision of this LOI, Paramount shall have the right to terminate this LOI upon written notice to ONFO if (i) ONFO materially breaches any obligation under this LOI and such breach remains uncured for five (5) business days following written notice thereof, or (ii) and event occurs that constitutes a material adverse effect on the assets, liabilities, financial conditions, or operations of ONFO. |
| Page 7 of 11 |
| Transaction Expenses | Pre-Execution Expenses. All expenses incurred in connection herewith prior to LOI Closing will be borne by the parties incurring them, whether or not the Acquisition is consummated.
Post-Execution Expenses. All costs and expenses incurred post LOI Closing will be borne as provided in the LOI. For the avoidance of doubt, ONFO’s reasonable legal and advisory fees incurred in connection with the negotiation and consummation of the Definitive Closing and the preparation and filing of any registration statement shall be funded from the Required Funding proceeds at or promptly following the Definitive Closing. |
| Governing Law | This LOI shall be governed by the laws of the State of Texas. |
| Exclusive Negotiations | In consideration of the time, effort, and resources each Party will expend to pursue this proposed Acquisition, each Party agrees that, for a period starting on the date of this LOI and ending on July 24, 2026 (which may be extended by mutual consent of the Parties), provided the LOI has not been terminated pursuant to its terms, neither Party nor any person or entity acting on its behalf will in any way, directly or indirectly, (i) solicit, initiate, encourage, or facilitate any offer to directly or indirectly purchase all, or substantially all, of such Party’s equity or material assets, (ii) enter into any discussions, negotiations, or agreements with any person or entity which provide for such a purchase, or (iii) provide to any persons other than its directors, executive officers, members, or stockholders, as the case may be, or their respective representatives, any information or data related to such a purchase, or afford access to the properties, books, or records of such Party to any other persons. If either Party, or their respective representatives, receives any inquiry or proposal offering such a purchase, such Party will promptly notify and/or submit such offers to the other Party. All Parties agree to work with [****] in good faith towards the conversion of [****]’s existing position into common stock of ONFO, on terms to be mutually agreed, including the conversion price, timing, and any conditions to conversion, which terms shall be set forth in a definitive conversion agreement to be executed concurrently with or prior to the Definitive Closing.
|
| Publicity | No press release, public announcement, or regulatory filing relating to this LOI shall be made without the consent of both parties, which shall not be unreasonably withheld, conditioned, or delayed. All press releases, public announcements, or regulatory filings regarding the transactions contemplated by this LOI will be reviewed by the non-disclosing party’s counsel prior to release or filing by the disclosing party. |
| Page 8 of 11 |
| Notices | All notices, demands, or other communications required or permitted under this LOI shall be in writing and shall be deemed duly given (i) upon personal delivery, (ii) one (1) business day after deposit with a nationally recognized overnight courier service, or (iii) upon confirmation of receipt if sent by email, in each case addressed to the parties as follows:
If to ONFO: OnFolio Holdings Inc. 1007 North Orange Street, 4th Floor Wilmington, Delaware 19801 Attention: Dominic Wells, Chief Executive Officer Email: [email protected]
with a copy (which shall not constitute notice) to: Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, New Jersey 08830 Attention: Edward Welch Email: [email protected]
If to Paramount: Paramount Helium, LLC 2000 Bering Dr., Suite 875 Houston, Texas 77056 Attention: David Hobbs, Managing Member Email: [email protected]
with a copy (which shall not constitute notice) to: K&L Gates LLP 1 Park Plaza Twelfth Floor Irvine, California 92614 Attention: Michael A. Hedge Email: [email protected]
or to such other address as either party may designate by written notice to the other party in accordance with this provision. |
| Amendment; Waiver | This LOI may not be amended, modified, or supplemented except by a written instrument signed by both parties. No waiver of any provision of this LOI shall be effective unless set forth in a written instrument signed by the party granting such waiver. No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof. |
| Severability | If any provision of this LOI is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be reformed, construed, and enforced to the maximum extent permissible under applicable law. |
| Page 9 of 11 |
| No Third-Party Beneficiaries | This LOI is for the sole benefit of the parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature under or by reason of this LOI. |
| Entire Agreement | This LOI, together with the Mutual Non-Disclosure Agreement referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect thereto, including without limitation the Indicative Term Sheet dated June 25, 2026 between the parties. |
| Survival | The provisions of this LOI relating to Confidentiality, Transaction Expenses, Governing Law, Publicity, Notices, Amendment; Waiver, Severability, No Third-Party Beneficiaries, Entire Agreement, this Survival provision, Assignment, Consent to Jurisdiction, and Waiver of Jury Trial shall survive any termination or expiration of this LOI. |
| Assignment | Neither party may assign or transfer any of its rights or obligations under this LOI without the prior written consent of the other party, and any purported assignment without such consent shall be void and of no force or effect. |
| Consent to Jurisdiction; Forum Selection | Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas for the purpose of any action or proceeding arising out of or relating to this LOI, and each party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum. |
| Waiver of Jury Trial | EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LOI |
| Specific Performance | The Parties acknowledge that irreparable damage would occur in the event that any provision of this LOI were not performed in accordance with its terms, and that monetary damages would be inadequate. Accordingly, each Party shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy to which such Party may be entitled at law or in equity, without the necessity of proving actual damages or posting any bond or other security. |
[Remainder of Page Left Intentionally Blank; Signature Page Follows]
| Page 10 of 11 |
If the foregoing correctly reflects the understanding between the Parties, please sign, date, and return the enclosed copy of this LOI, which will then constitute a binding agreement between the Parties. This LOI may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, or other applicable law, including via DocuSign or similar service) shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.
| OnFolio Holdings Inc. | Paramount Helium, LLC | |||
|
|
|
|
|
|
| By: | /s/ Dominic Wells | By: | /s/ David Hobbs | |
| Name: | Dominic Wells | Name: | David Hobbs | |
| Title: | Chief Executive Officer | Title: | Managing Member | |
|
|
|
| ||
| Date: July 7, 2026 | Date: July 7, 2026 | |||
| Page 11 of 11 |
EXHIBIT 10.2
EXECUTION VERSION
LIMITED WAIVER AND CONSENT AGREEMENT
This Limited Waiver and Consent Agreement (this “Agreement”), is entered into as of July 7, 2026, by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”), and [****] (the “Investor”), with reference to the following facts:
A. Reference is made to that certain Securities Purchase Agreement, dated as of November 17, 2025, by and among the Company and the investors listed on the Schedule of Buyers attached thereto (as amended, restated and modified as of the date hereof, the “Securities Purchase Agreement”), pursuant to which, among other things, the Company issued to the Investor certain Notes (as defined in the Securities Purchase Agreement).
B. Capitalized terms used but not defined herein shall have the meaning set forth in the Securities Purchase Agreement.
C. The Company proposes to enter into a business combination and related transactions with Paramount Helium, LLC, a Wyoming limited liability company (“Paramount”), as described in that certain Binding Letter of Intent, dated as of July 7, 2026, between the Company and Paramount (the “Letter of Intent”), pursuant to which, among other things: (i) the Company will acquire Paramount in exchange for the issuance of equity of the Company (the “Acquisition”); (ii) promptly following execution of the Letter of Intent, the Company will issue and sell common stock and, to the extent applicable, pre-funded warrants or convertible preferred equity to one or more new investors for aggregate proceeds of no less than $40,000,000 (the “New Investor Funding”, and such securities, collectively, the “New Securities”); (iii) the Company will apply the proceeds of the New Investor Funding to acquire the senior secured indebtedness of Cyber App Solutions Corp., a Nevada corporation, held by Kips Bay Select LP and Cyber One, Ltd. (the “Cyber App Indebtedness”); (iv) the Company will contribute, assign and transfer its existing businesses, assets and operations (including, without limitation, its digital asset treasury) (the “Asset Transfer”) into one or more wholly owned subsidiaries (collectively, “Legacy SubCo”); and (v) the Company will change its name to Paramount Helium Corporation and change its Nasdaq Capital Market ticker symbol to “PRMT” (the foregoing, together with all related transactions contemplated by the Letter of Intent, collectively, the “Merger Transaction”, and the date on which the Merger Transaction is consummated, the “Merger Consummation Date”);
D. The Company desires that the Investor waive, in part: (i) Section 8 of the Note, solely with respect to the New Investor Funding and not with respect to any other Subsequent Placement; (ii) Section 9 of the Note, solely with respect to the Asset Transfer and not with respect to any other Asset Sale (as defined in the Notes); (iii) Section 14(e) of the Note, solely with respect to the Acquisition; (iv) Section 14(f) of the Note, solely with respect the Asset Transfer; (v) Section 14(h) of the Note, solely with respect to the Merger Transaction (collectively with clauses (i)-(iv), the “Note Limited Waivers”); and (vi) Section 4(o) of the Securities Purchase Agreement, solely with respect to the Merger Transaction and not with respect to any other Subsequent Placement (the “SPA Limited Waiver”, and together with the Note Limited Waivers, the “Limited Waivers”);
| 1 |
E. The Company desires that the Collateral Agent consent to Asset Transfer, such that the Asset Transfer shall not constitute a breach or default under the Security Documents (the “Asset Transfer Consent”); and
F. Pursuant to (i) Section 9(e) of the Securities Purchase Agreement, the Company and the Required Holders may waive certain terms of the Securities Purchase Agreement, which waiver shall be binding on all Buyers and holders of Securities; (ii) Section 17 of the Notes, certain terms of the Note may be waived with the Holder’s written consent; and (iii) Section 6 of the Security Agreement, the Collateral may not be transferred without the Collateral Agent’s written consent.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the Company and the Investor agree as follows:
1. Limited Waivers and Consents. Effective as of the Effective Time (as defined below), the Investor hereby grants (i) in its capacity as a Holder, the Note Limited Waivers; (ii) in its capacity as a Required Holder, the SPA Limited Waiver and (iii) in its capacity as the Collateral Agent, the Asset Transfer Consent.
2. Limitation on Waivers and Consent. The Limited Waivers and Asset Transfer Consent set forth herein constitute one-time waivers and/or consent and are limited to the matters expressly waived and/or consented to herein and should not be construed as an indication that the Investor would be willing to agree to any future modifications to, consent of, or waiver of any of the terms of any other agreement, instrument or security or any modifications to, consents of, or waiver of any default that may exist or occur thereunder.
3. Release of Shares of Common Stock from Reserve. Upon the reasonable prior written request of the Company, the Investor agrees to direct the Transfer Agent to release up to 46,730,769 shares of Common Stock from the reserve created pursuant to the Irrevocable Transfer Agent Instructions, solely to the extent necessary to consummate the share issuances contemplated by the Merger Transaction.
4. Ratifications. Except as otherwise expressly provided herein, each of the Transaction Documents is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.
5. Effective Time. This Agreement shall be deemed to be effective (the “Effective Time”) upon the due execution and delivery by the Company and the Investor of this Agreement so long as the Company has complied with Section 6(m) and Section 6(n)(ii) of the Security Agreement simultaneously with the Merger Consummation Date. Notwithstanding anything the contrary herein, if the Merger Transaction is not consummated on or prior to August 7, 2026, this Agreement shall terminate and be of no further force and effect.
6. Fees. Each party to this Agreement shall bear its own expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated hereby, except that the Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, Depository Trust Company fees relating to or arising out of the transactions contemplated hereby.
| 2 |
7. No Material Non-Public Information. Nothing in this Agreement, including, without limitation, the transactions contemplated hereby, constitutes material non-public information. As of the time of execution of this Agreement, the Investor is not in possession of any material, nonpublic information received from the Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that has not been publicly disclosed. In addition, the Company acknowledges and agrees that, as of the time of execution of this Agreement, any and all confidentiality or similar obligations, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company.
8. Miscellaneous Provisions. Section 9 of the Securities Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.
[The remainder of the page is intentionally left blank]
| 3 |
IN WITNESS WHEREOF, the undersigned and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
|
| COMPANY: |
| |
|
|
|
| |
|
| ONFOLIO HOLDINGS, INC. |
| |
|
|
|
|
|
|
| By: | /s/ Dominic Wells |
|
|
|
| Name: Dominic Wells |
|
|
|
| Title: Chief Executive Officer |
|
[Signature Page to Limited Waiver and Consent Agreement]
| 4 |
IN WITNESS WHEREOF, the undersigned and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
|
| INVESTOR:
[****] |
| |
|
|
|
|
|
|
| By: | /S/ | |
|
|
| Name: [****] | |
|
|
| Title: Managing Member |
[Signature Page to Limited Waiver and Consent Agreement]
| 5 |
EXHIBIT 10.3
EXECUTION VERSION
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment No. 1”), dated as of July 7, 2026, by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”), and [****], a Delaware limited liability company (the “Investor”).
A. Reference is made to that certain Securities Purchase Agreement, dated as of November 17, 2025 (the “Purchase Agreement”), by and among the Company and the investors listed on the Schedule of Buyers attached thereto, pursuant to which, among other things, the Company issued to the Investor certain Notes (as defined in the Purchase Agreement);
B. The Company proposes to enter into a business combination and related transactions with Paramount Helium, LLC, a Wyoming limited liability company (“Paramount”), as described in that certain Binding Letter of Intent, dated as of July 7, 2026, between the Company and Paramount (the “Letter of Intent”), pursuant to which, among other things: (i) the Company will acquire Paramount in exchange for the issuance of equity of the Company (the “Acquisition”); (ii) promptly following execution of the Letter of Intent, the Company will issue and sell common stock and, to the extent applicable, pre-funded warrants or convertible preferred equity to one or more new investors for aggregate proceeds of no less than $40,000,000 (the “New Investor Funding”, and such securities, collectively, the “New Securities”); (iii) the Company will apply the proceeds of the New Investor Funding to acquire the senior secured indebtedness of Cyber App Solutions Corp., a Nevada corporation, held by Kips Bay Select LP and Cyber One, Ltd. (the “Cyber App Indebtedness”); (iv) the Company will contribute, assign and transfer its existing businesses, assets and operations (including, without limitation, its digital asset treasury) (the “Asset Transfer”) into one or more wholly owned subsidiaries (collectively, “Legacy SubCo”); and (v) the Company will change its name to Paramount Helium Corporation and change its Nasdaq Capital Market ticker symbol to “PRMT” (the foregoing, together with all related transactions contemplated by the Letter of Intent, collectively, the “Merger Transaction”, and the date on which the Merger Transaction is consummated, the “Merger Consummation Date”);
C. Pursuant to Section 9(e) of the Purchase Agreement, the Company and the Required Holders (as defined in the Purchase Agreement) may amend the terms of the Purchase Agreement, which amendment shall be binding on all Buyers (as defined in the Purchase Agreement) and holders of Securities (as defined in the Purchase Agreement); and
D. The Company and the Investor, it is capacity as a Required Holder, wish to amend the Purchase Agreement in certain respects.
| 1 |
NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants and agreements set forth in this Amendment No. 1 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement or the Notes, as applicable.
2. AMENDMENT. Effective as of the Effective Time (as defined below), the Purchase Agreement is hereby amended as follows:
a. The reference to “$300,000,000” in Recital A of the Purchase Agreement is hereby replaced with “$48,000,000.”
b. The reference to “$292,000,000” in Recital D of the Purchase Agreement is hereby replaced with “$40,000,000.”
c. The first sentence of Section 4(n) of the Purchase Agreement is hereby amended and restated as follows:
“Until the later of (x) the second (2nd) anniversary of the Merger Consummation Date (as defined in the Amendment No.1) and (y) such date that no Notes remain outstanding, the Company and each Subsidiary shall be prohibited from effecting or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction.”
d. The Schedule of Buyers attached to the Purchase Agreement is hereby amended and restated in the form of Exhibit A attached hereto.
e. The definition of “Transaction Documents” in the Purchase Agreement is hereby amended to include this Amendment No.1.
3. RATIFICATION. The Company and the Investor hereby confirm and agree that, except as set forth in Section 2 above, (i) the Purchase Agreement and each other Transaction Documents are, and shall continue to be, in full force and effect, constitute legal and binding obligations of all parties thereto in accordance with its terms and are hereby ratified and confirmed in all respects, and (ii) the execution, delivery and effectiveness of this Amendment No. 1 shall not operate as an amendment of any right, power or remedy of the Company or the Investor under any Transaction Document, nor constitute an amendment of any provision of any Transaction Document. This Amendment No. 1 forms an integral and inseparable part of the Purchase Agreement.
4. INVESTORS’ CONDUCT. As of the date of this Amendment No. 1, the Company hereby acknowledges and admits that: (i) the Investor has acted in good faith and has fulfilled and fully performed all of its obligations under or in connection with the Purchase Agreement and the Notes or any other related documents; and (ii) that there are no other promises, obligations, understandings or agreements with respect to the Purchase Agreement, or the Notes, or any other document, except as expressly set forth herein, or in the Transaction Documents.
| 2 |
5. EFFECTIVE TIME. This Amendment No. 1 shall be deemed to be effective (the “Effective Time”) upon the due execution and delivery by the Company and the Investor of this Agreement. Notwithstanding anything the contrary herein, if the Merger Transaction is not consummated on or prior to August 7, 2026, this Amendment No.1 shall terminate and be of no further force and effect; provided that, Section 7 shall survive the termination of this Agreement.
6. DISCLOSURE OF TRANSACTIONS AND OTHER MATERIAL INFORMATION. The Company shall, on or before 9:00 a.m., New York City Time, on or prior to the first (1st) Business Day after the date of this Amendment No. 1, file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the Securities Act of 1934, as amended, and attaching the form of this Amendment No. 1 as an exhibit to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided up to such time to the Investor by the Company or any of its subsidiaries or any of their respective officers, directors, employees or agents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated hereby or as otherwise disclosed in the 8-K Filing, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Investor or any of their affiliates, on the other hand, shall terminate. Neither the Company, its subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby. Notwithstanding anything contained in this Amendment No. 1 to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that the Investor shall not have (unless expressly agreed to the Investor after the date hereof in a written definitive and binding agreement executed by the Company and the Investor (it being understood and agreed that no other Investor may bind the Investor with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.
7. FEES. The Company shall reimburse Kelley Drye & Warren, LLP (counsel to the Investor), on demand, a nonaccountable amount of $75,000 (the “Legal Fee Amount”) for the legal fees and expenses in connection with the preparation and negotiation of this Amendment No. 1 and the transactions contemplated hereby by no later than the earlier of (x) the consummation of a sale of Common Stock pursuant to that certain Equity Purchase Facility Agreement, dated as of April 10, 2026, by and between the Company and the investor signatory thereto and (y) September 30, 2026.
8. MISCELLANEOUS. Section 9 of the Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.
[signature page follows]
| 3 |
IN WITNESS WHEREOF, the undersigned Investor and the Company have caused this Amendment No. 1 to be duly executed as of the date first above written.
ONFOLIO HOLDINGS, INC.
| By: | /s/ Dominic Wells |
|
| Name: | Dominic Wells |
|
| Title: | Chief Executive Officer |
|
[****]
| By: | /s/ |
|
| Name: | [****] |
|
| Title: | Managing Member |
|
| 4 |
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) |
| Buyer | Mailing Address and E-mail Address | Original Principal Amount of Initial Notes | Aggregate Maximum Original Principal Amount of Additional Notes for the First Additional Closing | Aggregate Maximum Original Principal Amount of Additional Notes for Subsequent Additional Closings | Initial Purchase Price | Aggregate Maximum Additional Purchase Price | Legal Representative’s Mailing Address and E-mail Address |
| [****] | [****] | $6,000,000 | $2,000,000 | $40,000,000 | $5,520,000 | $38,640,000 | [****] |
| 5 |
EXHIBIT 10.4
LIMITED WAIVER AGREEMENT
This Limited Waiver Agreement (this “Agreement”), is entered into as of July 7, 2026, by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”), and [****] (the “Investor”), with reference to the following facts:
A. Reference is made to (i) that certain Equity Purchase Facility Agreement, dated as of April 10, 2026, between the Company and the Investor (as amended, restated and modified from time to time, the “Equity Purchase Facility Agreement”), pursuant to which the Company has the right to issue and sell to the Investor, and the Investor has agreed to purchase, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) from time to time on the terms and subject to the conditions set forth therein, and (ii) that certain Registration Rights Agreement, dated as of April 10, 2026, between the Company and the Investor (the “Registration Rights Agreement”).
B. Capitalized terms used but not defined herein shall have the meaning set forth in the Equity Purchase Facility Agreement.
C. The Company proposes to enter into a business combination and related transactions with Paramount Helium, LLC, a Wyoming limited liability company (“Paramount”), as described in that certain Binding Letter of Intent, dated as of July 7, 2026, between the Company and Paramount (as amended, restated, supplemented or otherwise modified from time to time, the “Letter of Intent”), pursuant to which, among other things: (i) the Company will acquire Paramount in exchange for the issuance of equity of the Company as set forth herein (the “Acquisition”); (ii) promptly following execution of the Letter of Intent, the Company will issue and sell Common Stock and, to the extent applicable, pre-funded warrants to purchase shares of Common Stock or convertible preferred stock to one or more new investors for aggregate gross proceeds of no less than $40,000,000 (the “New Investor Funding”, and such securities, collectively, the “New Securities”); (iii) the Company will apply the proceeds of the New Investor Funding to acquire the senior secured indebtedness of Cyber App Solutions Corp., a Nevada corporation, held by Kips Bay Select LP and Cyber One, Ltd. (the “Cyber App Indebtedness”); (iv) the Company will contribute, assign and transfer its existing businesses, assets and operations (including, without limitation, its digital asset treasury) into one or more wholly owned subsidiaries (collectively, “Legacy SubCo”); and (v) the Company will change its name to Paramount Helium Corporation and change its Nasdaq Capital Market ticker symbol to “PRMT” (the foregoing (i) through (v), together with all related and subsequent transactions contemplated by the Letter of Intent, collectively, the “Transaction”).
D. The Company desires that the Investor, solely with respect to the Transaction, waive compliance with (i) Section 6.10 Corporate Existence, (ii) Section 6.22 Right of First Refusal, and (iii) Section 6.26 Reservation, but only to the extent that the Reserve Estimate thereunder shall be reduced by 46,730,769 shares of Common Stock, under the Equity Purchase Facility Agreement (collectively, the “Waived Provisions”).
| 1 |
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the Company and the Investor agree as follows:
1. Limited Waiver. The Investor hereby waives the Waived Provisions and the waiver of such Waived Provisions (such waiver, the “Limited Waiver”) shall be effective as of the date hereof (the “Effective Date”) until the date that is thirty (30) days from the Effective Date (the “Termination Date”), unless otherwise agreed upon between the Investor and the Company in writing.
2. Limitation of Waiver. The Limited Waiver set forth herein constitute a one-time waiver that shall terminate on the Termination Date and is limited to the matters expressly waived herein and should not be construed as an indication that the Investor would be willing to agree to any future modifications to, consent of, or waiver of any of the terms of any other agreement, instrument or security or any modifications to, consents of, or waiver of any default that may exist or occur thereunder.
3. Ratifications. Except as otherwise expressly provided herein, the Equity Purchase Facility Agreement and the Registration Rights Agreement are, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.
4. Expenses. The Company shall, reimburse the Investor in the amount of $65,000 for fees, costs, and expenses, including attorneys’ fees and expenses, incurred by the Investor to date in connection with this Agreement and the Equity Purchase Facility Agreement no later than the earlier of: (i) September 30, 2026; and (ii) the date of the first Closing (as defined in the Equity Purchase Facility Agreement), which fees, costs, and expenses shall be withheld from the Aggregate Purchase Price (as defined in the Equity Purchase Facility Agreement) due from the Investor to the Company at such first Closing; provided, however, that should the such Aggregate Purchase Price be insufficient to satisfy such obligation then the Investor shall withhold the balance from the Aggregate Purchase Price due at subsequent Closings until such amount is paid in full and in any event no later than September 30, 2026.
5. Disclosure. On or before 9:30 a.m., New York time, on the first (1st) Trading Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K disclosing the material terms of this Agreement and the Transaction and shall attach the Agreement and any material agreements related to the Transaction to such Current Report on Form 8-K.
6. No Material Non-Public Information. Nothing in this Agreement, including, without limitation, the transactions contemplated hereby, constitutes material non-public information. As of the time of execution of this Agreement, the Investor is not in possession of any material, nonpublic information received from the Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that has not been publicly disclosed. In addition, the Company acknowledges and agrees that, as of the time of execution of this Agreement, any and all confidentiality or similar obligations, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company
7. Miscellaneous Provisions. Article IX of the Equity Purchase Facility Agreement is hereby incorporated by reference herein, mutatis mutandis.
[The remainder of the page is intentionally left blank]
| 2 |
IN WITNESS WHEREOF, the undersigned and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
| COMPANY: |
| ||
|
| |||
| ONFOLIO HOLDINGS, INC. |
| ||
|
| |||
| By: | /s/ Dominic Wells |
| |
| Name: Dominic Wells |
| ||
| Title: Chief Executive Officer |
| ||
[Signature Page to Limited Waiver Agreement]
| 3 |
IN WITNESS WHEREOF, the undersigned and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
|
| INVESTOR: [****]
| ||
|
| By: | [****], its manager | |
|
|
|
| |
|
| By: | /s/ | |
|
|
| Name: [****] | |
|
|
| Title: Managing Member | |
[Signature Page to Limited Waiver Agreement]
| 4 |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Onfolio Announces Transformational Strategic Transaction with Paramount Helium, a
Strategically Important US-Based Helium Resource
|
| · | Transaction Would Position Onfolio to Access an Estimated $3 Billion US-Based Helium Resource |
|
|
|
|
|
| · | Targeting Potential Supply Into Semiconductor Manufacturing, Space Exploration, and Aerospace & Defense |
|
|
|
|
|
| · | Resource Contains Measured Quantities of Helium-3, a Rare Isotope of Helium Critical to Quantum Computing |
WILMINGTON, Del., July 08, 2026 (GLOBE NEWSWIRE) -- Onfolio Holdings, Inc. (Nasdaq: ONFO, ONFOW) (OTC: ONFOP) ("Onfolio" or the "Company"), an owner-operator of cash-generative online businesses, today announced the execution of a binding Letter of Intent (“LOI”) with Paramount Helium LLC (“Paramount Helium”) that contemplates a strategic combination intended to establish the Company in the $122 billion global industrial gas market. In connection with the strategic combination, Paramount Helium has agreed to terms with the secured creditors of Proton Green, LLC (“Proton Green”) to acquire the senior debt position secured by Proton Green’s helium and carbon dioxide assets in North America.
Helium has taken on growing strategic significance for the United States. Under the current administration, US policy has placed increased emphasis on domestic resource independence and supply chain security. Recent disruptions to helium production in Qatar, which accounts for approximately one-third of global supply, have highlighted the vulnerability of relying on concentrated foreign sources. While helium is not currently included on the US Geological Survey’s official critical minerals list, it is widely regarded by industry participants and policymakers as a strategically important resource given its essential role in semiconductor manufacturing, national defense, and aerospace applications, as well as emerging quantum computing technologies. The Company believes that a US-based, domestically controlled resource such as the St Johns Unit could be well positioned to help address this strategic need.
These assets are located within the St. Johns Unit in northeastern Arizona, and are the subject of the agreed terms between Paramount Helium and Proton Green’s creditors relating to the lien over the assets. The resource is estimated to hold recoverable volumes of more than 20 billion cubic feet of helium – approximately ten times the size of the recently privatized US Federal Helium Reserve, and among the largest such resources in North America. If they are successfully developed, the Company believes the resources could support a world class position in the global helium market and the largest single source of production in the North American merchant carbon dioxide market.
| 1 |
In addition to the overall helium resources to be accessed through this new strategy, independent analysis has identified the St Johns Dome to contain the largest identified terrestrial resource of 3He, a rare isotope of helium with particular applications in quantum computing, neutron detection equipment (for tracking nuclear materials) and some approaches to nuclear fusion power generation. The assessment of more than 50 kg in the core development area, with an expected sales value of $10-$20 million per kg, represents a significant potential upside beyond the intrinsic value of the overall helium resources.
“I am extremely proud of our team for identifying and negotiating this opportunity with Paramount Helium,” commented Mr. Dominic Wells, Chief Executive Officer of Onfolio. “We believe our strong investor base, well-established presence as a publicly listed company on Nasdaq, clean capital structure, and proven access to capital offer a compelling platform to pursue a world-class opportunity for our shareholders.”
“We believe that a combination with Paramount offers exceptional upside potential as the team works to unlock the commercial value of world-class assets in Arizona,” Mr. Wells continued. “We are excited about the opportunity this process represents for the long-term creation of sustained shareholder value.”
Mr. Steven Looper, Chief Executive Officer of Paramount Helium, added, “We are very pleased to build on the foundation laid by the executive team at Onfolio. We intend to work diligently to develop a revenue-generating, cash-flow-positive business in the industrial gas industry.”
“We believe there is significant potential end-client demand in our region, including from leading semiconductor manufacturers with extensive operations in Phoenix, Arizona and leading space exploration companies with operations in the western United States. Our proximity to these major consumers of industrial gases could position us as a logical and strategic supplier as we scale helium production. These industries consume significant quantities of helium today and are expected to require secure and growing supplies for many years to come.”
“We believe we are well positioned, due to the quality, quantity and location of these resources, to support both these potential customers and large scale users of food and beverage grade carbon dioxide in the region. Our focus is now on developing and commercializing these assets,” concluded Mr. Looper.
ABOUT ONFOLIO HOLDINGS
Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) is a holding company that acquires and operates cash-generating online businesses, with a portfolio spanning digital marketing services, online education, and e-commerce. The Company was built through acquisition and uses its publicly listed platform to pursue acquisitions it believes can create long-term shareholder value. As announced today, Onfolio has entered into a binding letter of intent with Paramount Helium LLC contemplating a strategic combination through which the Company would enter the global industrial gas market. Visit www.onfolio.com for more information.
| 2 |
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of words such as "may," "will," “would,” "should," “can,” “could,” "plan," "expect," "anticipate," "believe," "continue," "estimate," “potential,” “possible,” “envision,” “contemplate,” "project," “position,” “goal,” "intend," and similar expressions, or when we discuss our priorities, strategies, goals, vision, intentions or expectations. Forward-looking statements include, but are not limited to, statements regarding the proposed strategic transaction with Paramount Helium; the agreed terms between Paramount Helium and the creditors of Proton Green relating to the lien over Proton Green’s assets; the anticipated structure, terms, timing, consideration, and potential completion of the contemplated transactions; the Company’s strategy to enter and participate in the global industrial gas markets; the estimated size, quality, recoverability, and value of the helium, carbon dioxide, and Helium-3 resources associated with the St. Johns Unit; anticipated development plans, production, and timing; expected demand from semiconductor companies, space exploration companies, food and beverage companies, and other end users; and the Company’s expectations regarding future revenue, cash flow, and shareholder value.
Forward-looking statements are based on assumptions about the future, involve risks and uncertainties, and are not guarantees. Future results may differ materially from those expressed or implied in any forward-looking statement. These risks and uncertainties include, but are not limited to: the risk that the Company and Paramount Helium do not enter into definitive agreements, or that the contemplated transactions are not completed on the anticipated terms or at all; the risk that Paramount Helium does not complete the contemplated acquisition of the lien over Proton Green’s assets, or does not obtain rights to the underlying assets; risks relating to the negotiation and satisfaction of closing conditions, financing, and any required approvals; uncertainties regarding the Company’s ability to obtain rights to, develop, and commercialize the underlying helium and carbon dioxide assets; the risk that estimates of resource size, quality, recoverability, value, and market demand prove inaccurate; risks relating to commodity prices, development and operating costs, permitting, and operational execution; the Company’s limited operating history in the industrial gas industry and the risks of entering a new line of business; the Company’s ability to fund development and to integrate and manage new operations; general economic and business conditions; those events and factors described in Item 1A "Risk Factors" in the Company’s most recent Form 10-K and other reports it files with the U.S. Securities and Exchange Commission; and other factors beyond the Company’s control.
Any forward-looking statement made by the Company in this press release is based only on information currently available and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, except as required by law.
Investor Contact: [email protected]
| 3 |