Onfolio director Robert Lipstein to resign May 31, 2026

Onfolio Holdings Inc. reported that director Robert Lipstein has notified the Chair of the Board of his intention to resign from the Board, effective May 31, 2026.

Rhea-AI Filing Summary

Onfolio Holdings Inc. reported that director Robert Lipstein has notified the Chair of the Board of his intention to resign from the Board, effective May 31, 2026. The company states that his resignation is not due to any disagreement with the company, its management, the Board, or any Board committee.

Onfolio attached Mr. Lipstein’s resignation letter as Exhibit 17.1 to this report. The filing was signed on behalf of the company by Chief Executive Officer Dominic Wells.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

Emerging growth company, Board of Directors, Nasdaq Capital Market, Resignation Letter

4 terms

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Board of Directors financial

"the Board of Directors (the “Board”)"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

Nasdaq Capital Market financial

"Nasdaq Capital Market Warrants To Purchase Common Stock"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Resignation Letter financial

"Resignation Letter – Robert Lipstein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Onfolio Holdings Inc. (ONFO) disclose in this 8-K?

Onfolio Holdings Inc. disclosed that director Robert Lipstein notified the Chair of the Board of his intention to resign as a director, effective May 31, 2026. His resignation relates to board service rather than any reported dispute or financial matter.

Did Onfolio Holdings Inc. (ONFO) report any disagreement linked to Robert Lipstein’s resignation?

The company states that Mr. Lipstein’s resignation is not a result of any disagreement with Onfolio Holdings Inc., its management, the Board of Directors, or any Board committee. This language indicates a routine governance change rather than a conflict-driven departure.

When will Robert Lipstein’s resignation from Onfolio Holdings Inc. (ONFO) be effective?

Robert Lipstein informed the company on April 27, 2026 that he intended to resign as a director, with his resignation becoming effective on May 31, 2026. Until that date, he remains a member of the Board of Directors.

What exhibit related to the resignation did Onfolio Holdings Inc. (ONFO) file?

Onfolio filed Exhibit 17.1, which is described as the Resignation Letter – Robert Lipstein. This document provides the written confirmation of his decision to resign and forms part of the official record of the board change.

Who signed the Onfolio Holdings Inc. (ONFO) 8-K reporting the director resignation?

The report was signed on behalf of Onfolio Holdings Inc. by Dominic Wells, the company’s Chief Executive Officer. His signature confirms that the filing was authorized and submitted under the requirements of the Securities Exchange Act of 1934.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/01/2026 - 04:01 PM EDT Learn about SEC filing dates

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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): April 27, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Robert Lipstein

On April 27, 2026, Robert Lipstein notified the Onfolio Holdings Inc. (the “Company”) Chair of the Board that he intended to resign as a director of the Company effective May 31, 2026. Mr. Lipstein’s resignation is not a result of any disagreement between himself and the Company, its management, the Board of Directors (the “Board”) or any committee of the Board. A copy of Mr. Lipstein’s letter of resignation is attached as Exhibit 17.1 hereto.

 Item 9.01.  Financial Statements and Exhibits

Exhibit No.		Description
17.1		Resignation Letter – Robert Lipstein
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 1, 2026
	By:	/s/ Dominic Wells
		Dominic Wells,
		Chief Executive Officer

3

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-17.1 RESIGNATION LETTER 3.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.5 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 5.6 KB