[8-K] Onfolio Holdings, Inc Reports Material Event

Rhea-AI Filing Summary

Onfolio Holdings Inc. (ONFO) completed a private financing under Item 3.02, selling a total of 20 units for aggregate proceeds of $1,000,000. The company first sold seven units on October 21, 2025 for $350,000, then sold an additional thirteen units by October 23, 2025.

Each unit, priced at $50,000, comprised 37,037 shares of common stock and a warrant to purchase 37,037 shares. In total, the sale covered 740,740 shares and warrants to purchase 740,740 shares. The warrants carry an exercise price of $2.50 per share and expire on August 30, 2027. The shares and warrants were immediately separable and issued separately.

The transactions were conducted via subscription agreements and relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D or Regulation S, as applicable.

Insights

Capital markets analyst

ONFO raised $1,000,000 via 20-unit private placement with warrants.

Onfolio sold 20 units at $50,000 each, combining common shares and warrants. This yields 740,740 shares issued and warrants for 740,740 shares at an exercise price of $2.50 per share, expiring on August 30, 2027. The structure provides immediate equity and potential future exercises.

The cash inflow totals $1,000,000. Any additional cash from warrant exercises depends on holder decisions and market pricing relative to the $2.50 strike. The instruments were issued under Section 4(a)(2) and Regulation D or Regulation S, indicating a private placement to qualified or offshore investors.

The near-term impact centers on added capital and the overhang of exercisable warrants. Subsequent filings may provide details on use of proceeds or any resale arrangements by investors.

0001825452false00018254522025-10-212025-10-210001825452onfo:CommonStockParValueMember2025-10-212025-10-210001825452onfo:WarrantsToPurchaseMember2025-10-212025-10-21iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 21, 2025

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 3.02 Unregistered Sale of Equity Securities.

On October 21, 2025, Onfolio Holdings Inc. (the “Company”) sold seven units consisting of shares of the Company’s common stock, par value $0.001 per share (“common stock”) and non-publicly traded warrants (“warrants”) to purchase shares of common stock at an exercise price equal to $2.50 per share. The warrants expire on August 30, 2027. The shares and warrants comprising the units were immediately separable and were issued separately. Each unit was offered at the price of $50,000 per unit for an aggregate amount of $350,000. Each unit contained 37,037 shares (“shares”) of common stock and a warrant to purchase an additional 37,037 shares of common stock at an exercise price equal to US$2.50 per share.

An additional thirteen units have been sold as of October 23, 2025, and the aggregate amount raised by the sale of all twenty units (comprising an aggregate of 740,740 shares and warrants to purchase 740,740 shares) was $1 million.

The sale of the shares and warrants contained in units was made pursuant to subscription agreements entered into by the Company, on the one hand, and each investor in the Company, on the other hand. The issuance and sale of the shares and warrants are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D or Regulation S thereunder, as applicable.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ONFOLIO HOLDINGS INC.
Date: October 24, 2025
	By:	/s/ Dominic Wells
		Dominic Wells,
		Chief Executive Officer

3

FAQ

What did Onfolio (ONFO) sell in this transaction?

Onfolio sold 20 privately placed units, each with 37,037 common shares and a warrant to purchase 37,037 shares.

How much capital did ONFO raise?

The company raised an aggregate of $1,000,000 from the sale of 20 units priced at $50,000 per unit.

What are the warrant terms for ONFO?

Warrants are exercisable at $2.50 per share and expire on August 30, 2027.

How many shares are involved in ONFO’s deal?

In total, 740,740 shares were issued and warrants to purchase 740,740 shares were granted.

When were the units sold by ONFO?

Seven units were sold on October 21, 2025 and thirteen additional units by October 23, 2025.

Under what exemptions were ONFO’s securities issued?

The issuance relied on Section 4(a)(2) of the Securities Act and Regulation D or Regulation S, as applicable.