Item 1.01. Entry into a Material Definitive Agreement.

Asset Purchase Agreement - Contentellect Limited

On January 13, 2023, Onfolio Assets LLC, Onfolio Holdings Inc.'s (the "Company") wholly owned subsidiary entered into an Asset Purchase Agreement ("Asset Purchase Agreement") with Contentellect Limited ("Contentellect"), a Guernsey limited liability company, and Mark Whitman, the sole owner of Contentellect. Pursuant to the Asset Purchase Agreement, Onfolio Assets LLC will purchase from Contentellect substantially all of Contentellect's assets utilized in the operation of the business of providing online (i) content writing services (including white label content creation, eBook writing and eCommerce product description writing), (ii) website link building services (including white label link building, HARO link building and SEO outreach services), (iii) social media marketing services, and (iv) virtual assistant services to individuals, businesses and agencies through the website ("Website") that the domain name www.contentellect.com ("Domain Name") points at (the "Business").

Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, Contentellect will sell to Onfolio Assets LLC the assets, properties and rights of every kind and nature related to the Business (collectively, the "Acquired Assets"), all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the Acquired Assets is Eight Hundred and Fifty Thousand US Dollars ($850,000) payable in cash at the closing.

The Asset Purchase Agreement includes customary representations, warranties and covenants by the parties and the closing of the Asset Purchase Agreement is subject to customary closing conditions. A copy of the Asset Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference.




Item 7.01 Regulation FD.

On January 17, 2023, the Company issued a press release announcing its entry into the Asset Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information disclosed pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.






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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
  2.2           Asset Purchase Agreement - Contentellect
  99.1          Press Release dated January 17, 2023
104           Cover Page Interactive Data File (formatted as Inline XBRL)





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