Welcome to our dedicated page for Onfolio Holdings SEC filings (Ticker: ONFO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Onfolio Holdings Inc. (ONFO) SEC filings page on Stock Titan provides direct access to the company’s official regulatory disclosures, including annual and quarterly reports, current reports, and registration statements. These documents explain how Onfolio acquires and manages online businesses, structures its B2B and B2C segments, and implements its strategy of combining operating cash flow with a digital asset treasury.
In its registration statements and periodic reports, Onfolio details its business model, segment information, and risk factors as a smaller reporting company and emerging growth company. Investors can review Form 10-K annual reports and Form 10-Q quarterly reports for discussions of revenue from website management, advertising and content placement, and product sales, as well as information on its portfolio of subsidiaries and majority-owned entities. These filings also provide insight into balance sheet composition, goodwill and intangible assets, and segment-level performance.
Form 8-K current reports are particularly important for tracking material events such as financing agreements, private offerings of common stock and warrants, issuance of senior secured convertible notes, and changes affecting warrant terms. For example, an 8-K filed in November 2025 describes a securities purchase agreement for senior secured convertible notes and rights to receive common stock, secured by substantially all personal property and assets of the company and its domestic subsidiaries.
Onfolio has also filed an S-1 registration statement to register shares of common stock issuable upon conversion of the notes and exercise of related rights. This document includes a company overview, acquisition criteria, business models, and detailed risk disclosures. Stock Titan’s platform surfaces these filings with AI-powered summaries that highlight key terms, capital structure impacts, and business implications, helping readers interpret complex sections such as covenants, security agreements, and registration rights.
In addition to core financial reports, users can monitor filings related to preferred stock, dividends, and equity issuances. Stock Titan also makes it easier to review insider-related information when reported in SEC documents and to understand how new financing arrangements interact with Onfolio’s strategy of scaling online businesses and building a diversified digital asset treasury.
Onfolio Holdings Inc. has called a virtual special meeting for April 6, 2026 to overhaul its capital structure. Stockholders are being asked to authorize a reverse stock split of the common stock at a ratio between 1‑for‑5 and 1‑for‑50, with exact timing and ratio left to the Board. The company currently has 5,863,215 common shares outstanding and is facing a Nasdaq minimum bid price deficiency, which the reverse split is intended to address.
Investors are also asked to approve issuing more than 19.99% additional common shares under up to $6,000,000 in convertible notes, which could convert into about 1,548,369,328 shares at the current floor price. A separate proposal would raise authorized common shares from 50,000,000 to 300,000,000, primarily to support a contemplated 50‑for‑1 stock split in the form of a stock dividend and to provide capacity for future financings and corporate uses. The Board recommends voting FOR all proposals.
Onfolio Holdings, Inc. received an updated ownership report from investor Dominic Benjamin James Wells, who reports beneficial ownership of 1,716,931 Onfolio common shares and warrants, representing 27% of the company’s common stock.
The stake consists of 1,240,000 common shares plus 476,931 immediately exercisable warrants. The percentage is based on 5,868,135 common shares outstanding as of November 14, 2025, plus the shares underlying the exercisable warrants. Wells has sole voting and dispositive power over all reported securities.
ATW Digital Assets XI LLC and related ATW funds and managers reported beneficial ownership of 569,077 shares of Onfolio Holdings, Inc. common stock, representing 9.9% of the class.
The position comes from senior secured convertible debt and rights to receive common shares, all subject to a 9.99% ownership blocker that limits how much can be converted or exercised. The ownership is reported on a Schedule 13G, indicating the securities are not held for the purpose of changing or influencing control of Onfolio. The filing notes Onfolio had 5,127,396 shares outstanding as of January 26, 2026, and each reporting person disclaims beneficial ownership beyond any pecuniary interest.
Onfolio Holdings Inc. filed an amended S-1 to register up to 36,201,104 shares of common stock for resale by a single selling stockholder. These shares come from the potential conversion of senior secured convertible notes and the issuance of related rights tied to digital asset purchases.
The notes have an initial principal of $6.0 million, are convertible at an initial price of $0.984 per share with a $0.22 floor price, and mature on November 17, 2027. Separate rights can deliver additional shares equal to 20% of specified cryptocurrency and digital asset purchases. Onfolio will not receive any proceeds from the resale of these registered shares. The company operates a diversified portfolio of online businesses across D2C eCommerce, B2B SEO and marketing services, and B2B digital products and has recently used proceeds from the private placement to repay debt and acquire digital assets such as Ethereum, Solana and Bitcoin.
Onfolio Holdings Inc. has called a special shareholder meeting to approve several major capital structure changes. Shareholders are asked to authorize the board to implement one or more reverse stock splits of the common stock at a ratio between 1‑for‑5 and 1‑for‑50 within one year, primarily to address a Nasdaq minimum bid price deficiency and support continued listing. As of January 22, 2026, the company had 5,868,165 common shares outstanding.
Investors are also being asked to approve, under Nasdaq Rule 5635(d), the potential issuance of more than 19.99% of outstanding common shares upon conversion of $6,000,000 of convertible notes issued November 17, 2025; based on the current floor price, these notes are convertible into 6,122,449 shares, with the conversion price subject to adjustment. Another proposal would increase authorized common shares from 50,000,000 to 300,000,000, expanding total authorized capital to 305,000,000 shares and enabling a potential 50‑for‑1 stock split in the form of a stock dividend, as well as future financings and other corporate uses. Shareholders will also vote on an adjournment authority to solicit additional proxies if needed.
Onfolio Holdings Inc. filed a report stating that it issued a press release on January 13, 2026. The press release announces a detailed article titled “Onfolio’s Path to Profitability,” which outlines the company’s roadmap to achieving profitability and cash flow self-sufficiency and is available on its website. The disclosure emphasizes that the article may contain forward-looking statements, which are subject to various business, economic, technological, and competitive risks described in the company’s most recent annual and quarterly reports.
Onfolio Holdings Inc. reported that it received a written notice from Nasdaq on January 6, 2026 stating that it is not in compliance with Nasdaq Listing Rule 5550(a)(2). For the last 33 consecutive business days, the company’s common stock closed below the $1.00 per share minimum bid price required to remain listed on the Nasdaq Capital Market. The notice does not immediately affect the listing or trading of the shares.
Onfolio has a 180‑day compliance period, until July 6, 2026, to regain compliance by having its closing bid price at or above $1.00 for at least ten consecutive business days. If it still does not comply, the company may qualify for an additional 180 days if it meets other listing standards and indicates plans to cure the deficiency, potentially including a reverse stock split. The company states that it is monitoring its bid price and evaluating options to maintain its Nasdaq listing.
Onfolio Holdings Inc. is registering up to 36,201,104 shares of common stock for resale by selling stockholders. These shares include 32,727,273 shares issuable upon conversion of senior secured convertible notes and up to 3,473,831 shares issuable under related rights agreements. The notes are part of a private placement of up to $300.0 million in principal amount, with $6.0 million of initial notes issued that mature on November 17, 2027, bear 8% interest, and are initially convertible at $0.984 per share, subject to a $0.22 floor. Conversions and exercises are limited by a 4.99% beneficial ownership cap, and the company will not receive any proceeds from resales of these shares.
Onfolio acquires and operates a portfolio of online businesses spanning D2C eCommerce, B2B SEO and marketing services, and digital products. Recent actions include repaying multiple promissory notes and using approximately $2.44 million of initial note proceeds to purchase digital assets such as Ethereum, Solana and Bitcoin, adding exposure to cryptocurrency price movements alongside its core web-business strategy.
Onfolio Holdings Inc. (ONFO) reported a private financing in which it issued $6,000,000 of Senior Secured Convertible Notes to institutional buyers. The notes mature on November 17, 2027 and are convertible into common stock at a price of $0.984 per share, which could lead to future share issuance instead of cash repayment.
Alongside the initial notes, Onfolio granted buyers Rights to Receive Common Stock, whose value starts at zero on November 17, 2025 and increases daily through May 17, 2033, giving additional potential equity exposure. The company may require buyers to purchase further notes, including a first additional closing of $2,000,000 and possible subsequent additional closings with an aggregate original principal amount up to $292,000,000, subject to agreement. The notes are secured by substantially all personal property and assets of Onfolio and its domestic subsidiaries, are guaranteed by those subsidiaries, and are supported by a registration rights agreement that requires filing and effectiveness of a resale registration statement within set deadlines or cash penalty payments.
Onfolio Holdings Inc. (ONFO) filed its Q3 2025 report, showing stronger top-line results but ongoing losses and tight liquidity. Q3 revenue was $2,742,033 (up from $2,011,772 a year ago), driven by services and digital product sales. Q3 net loss to common shareholders was $844,808, with operating loss of $268,067 and net other expense of $357,700 including investment impairments.
For the nine months, revenue reached $8,702,185 and operating loss was $1,560,131. Cash stood at $401,972 and total liabilities were $4,554,683 as of September 30, 2025. Preferred dividends accrued year-to-date were $343,956 (Q3: $144,105). The company disclosed “substantial doubt” about its ability to continue as a going concern, citing continued losses and limited cash, and noted it may seek additional financing. Shares outstanding were 5,868,135 as of November 14, 2025; common shares outstanding were 5,127,395 at September 30, 2025.
By segment in Q3, B2B contributed $1,741,842 of revenue and B2C $1,000,191. Gross profit improved to $1,771,200 as costs of revenue declined versus last year, but higher SG&A and interest expense kept results negative.