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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
(Amendment
No. )
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 26, 2026
| ONFOLIO HOLDINGS INC. |
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
001-41466 |
|
37-1978697 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
Number) |
| 1007
North Orange Street, 4th Floor, Wilmington, Delaware |
|
19801 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (682) 990-6920
(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 |
| Common Stock, $0.001 par value per share |
|
ONFO |
|
Nasdaq Capital Market |
| Warrants To Purchase Common Stock |
|
ONFOW |
|
Nasdaq Capital
Market |
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
July 2, 2026, Onfolio Holdings Inc. (the “Company”) received notice from The NASDAQ Stock Market that its common stock
failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The
Nasdaq Stock Market. Since then, Nasdaq Listing Qualifications Staff has determined that for the last 12 consecutive business days, from
August 10, 2026, to August 25, 2026, the closing bid price of the Company’s common stock has been at $1.00 per share or greater.
Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.
Item
8.01. Other Events.
The
disclosure contained in Item 3.01 of this Current Report on Form 8-K is incorporated by reference in this Item 8.01.
On
August 27, 2026, the Company issued a press release announcing that it regained compliance with Listing Rules of The Nasdaq Stock Market.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release Dated August 27, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
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: August 27, 2026 |
By: |
/s/
Dominic Wells |
| |
|
Dominic Wells, |
| |
|
Chief Executive Officer |
Exhibit 99.1
Onfolio
Holdings Regains Compliance with Nasdaq Minimum Bid Price Requirement
WILMINGTON,
Del., August 27, 2026 (GLOBE NEWSWIRE) -- Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (OTC: ONFOP) (the “Company” or “Onfolio”),
an owner-operator of cash-generative online businesses, today announced that it has received written notification from The Nasdaq Stock
Market LLC (“Nasdaq”) confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which, among
other things, requires a minimum closing bid price of $1.00 per share.
The
Company had previously received notice from Nasdaq that its common stock had failed to maintain the minimum bid price requirement. Since
that notification, the Company’s closing bid price has remained at or above $1.00 per share for a minimum of ten consecutive business
days, satisfying Nasdaq’s minimum bid price requirement for continued listing. Nasdaq considers the matter closed at this time.
“We
enacted our reverse-split two weeks ago specifically to regain Nasdaq compliance,” said Dominic Wells, Chief Executive Officer of
Onfolio. “With that compliance restored, we can focus on our growth and acquisition strategy and put this compliance matter behind
us.”
ABOUT
ONFOLIO HOLDINGS
Onfolio
Holdings Inc. (Nasdaq: ONFO) is an owner-operator of cash-generative online businesses. The Company acquires and operates profitable
online businesses across diverse verticals, including marketing, education, and e-commerce, with a focus on sustainable cash flow and
long-term value creation. The Company uses AI across its operations to improve acquired businesses, build internal tools, and develop
AI-powered products.
Visit
www.onfolio.com for more information.
FORWARD-LOOKING
STATEMENTS
The
information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. You can identify these statements by use of the words “may,” “will,” “should,” “plans,”
“explores,” “expects,” “anticipates,” “continues,” “estimates,” “projects,”
“intends,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results
to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, the Company’s
ability to maintain compliance with Nasdaq’s continued listing requirements, market conditions affecting the trading price of the Company’s
common stock, general economic and business conditions, those events and factors described by us in Item 1.A “Risk Factors”
in our most recent Form 10-K and Form 10-Q; other risks to which our Company is subject; other factors beyond the Company’s control.
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only
as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral,
that may be made from time to time, whether as a result of new information, future developments or otherwise.
INVESTOR
CONTACT
investors@onfolio.com