Onfolio warned on Nasdaq $1 minimum bid rule

Onfolio Holdings Inc. has been notified by Nasdaq that it is out of compliance with the exchange’s $1.00 per share minimum bid price requirement.

Rhea-AI Filing Summary

Onfolio Holdings Inc. has been notified by Nasdaq that it is out of compliance with the exchange’s $1.00 per share minimum bid price requirement. The closing bid for its common stock stayed below $1.00 for 30 consecutive business days, triggering the notice.

The company has 180 calendar days, until December 29, 2026, to regain compliance by having its stock close at or above $1.00 for at least ten consecutive business days. If other listing criteria are met, Nasdaq may grant an additional 180 days, potentially requiring actions such as a reverse stock split.

Positive

• None.

Negative

• Nasdaq minimum bid-price noncompliance: Onfolio’s stock traded below the $1.00 per-share minimum for 30 consecutive business days, starting a 180-day cure period and introducing potential delisting risk if compliance is not regained.

Insights

Equity markets and listing standards analyst

Onfolio faces Nasdaq bid-price noncompliance with a defined cure window.

Onfolio Holdings Inc. has fallen below Nasdaq’s $1.00 minimum bid price for 30 straight business days, triggering a formal noncompliance notice. The stock remains listed for now, but the company is under a 180-day clock ending on December 29, 2026 to regain compliance.

Compliance can be restored if the closing bid reaches at least $1.00 for ten consecutive business days during this period. If Onfolio also meets initial listing standards such as market value of publicly held shares, Nasdaq may grant a second 180-day period, often tied to plans like a reverse stock split.

The company states it will monitor its share price and evaluate options to keep its Nasdaq Capital Market listing. Actual impact on shareholders depends on future price performance and whether actions such as a reverse split are implemented and prove sufficient under Nasdaq’s rules.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum bid price threshold: $1.00 per share Noncompliance measurement period: 30 consecutive business days Initial compliance period: 180 calendar days +3 more

6 metrics

Minimum bid price threshold $1.00 per share Nasdaq Listing Rule 5550(a)(2) requirement

Noncompliance measurement period 30 consecutive business days Closing bid below $1.00 before notice

Initial compliance period 180 calendar days Regain compliance window ending December 29, 2026

Compliance trading requirement 10 consecutive business days Bid must be at or above $1.00

Notice date July 2, 2026 Nasdaq noncompliance notification to company

Potential additional period 180 calendar days Possible extension if other standards are met

Key Terms

NASDAQ Listing Rule 5550(a)(2), minimum bid price, market value of publicly held shares, reverse stock split, +1 more

5 terms

NASDAQ Listing Rule 5550(a)(2) regulatory

"the Company is not in compliance with NASDAQ Listing Rule 5550(a)(2)"

minimum bid price financial

"the closing bid price of the Company’s common stock was below the $1.00 per share minimum required"

The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.

market value of publicly held shares financial

"required to meet the continued listing requirement for market value of publicly held shares"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

reverse stock split financial

"intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Nasdaq Capital Market regulatory

"continued listing on the NASDAQ Capital Market"

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.

FAQ

What Nasdaq issue did Onfolio Holdings Inc. (ONFO) disclose?

Onfolio disclosed that Nasdaq notified the company it is not in compliance with Nasdaq Listing Rule 5550(a)(2) because its common stock’s closing bid price stayed below $1.00 per share for 30 consecutive business days, triggering a minimum bid price deficiency.

How long does Onfolio (ONFO) have to regain Nasdaq bid-price compliance?

Onfolio has an initial 180-calendar-day period, until December 29, 2026, to regain compliance. It must achieve a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days within this window to cure the deficiency.

What happens if Onfolio (ONFO) cannot regain compliance by December 29, 2026?

If Onfolio does not regain compliance by December 29, 2026, it may qualify for an additional 180-day period. To obtain this, it must meet all initial Nasdaq Capital Market listing standards except bid price and state its intention to cure, potentially via a reverse stock split.

Is Onfolio’s stock still trading on the Nasdaq Capital Market after the notice?

Yes. The Nasdaq notice has no immediate effect on the listing or trading of Onfolio’s common stock. Shares continue trading on the Nasdaq Capital Market while the company works within the 180-day compliance period to address the minimum bid price requirement.

What actions might Onfolio (ONFO) consider to regain Nasdaq listing compliance?

Onfolio states it will monitor its closing bid price and consider all available options to regain compliance. If necessary for a second compliance period, it may inform Nasdaq of plans to cure the deficiency, including potentially effecting a reverse stock split.

Which Nasdaq rule is Onfolio (ONFO) currently not meeting?

Onfolio is not meeting Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital Market. The company’s stock closed below this level for 30 consecutive business days before the notice was issued.

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

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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): July 2, 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 a written notification (the “Notice”) from the Listing Qualifications Staff of The NASDAQ Stock Market (“NASDAQ”) stating that the Company is not in compliance with NASDAQ Listing Rule 5550(a)(2) because for the last 30 consecutive business days prior to the Notice the closing bid price of the Company’s common stock was below the $1.00 per share minimum required for continued listing on NASDAQ. The Notice has no immediate effect on the listing or trading of the Company’s common stock on the NASDAQ Capital Market.

As stated in the Notice, NASDAQ Listing Rules provide the Company a compliance period of 180 calendar days (i.e., until December 29, 2026) in which to regain compliance, and the Company will regain compliance if the closing bid price of its common stock is $1.00 per share or higher for a minimum period of ten consecutive business days during this compliance period. In the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, NASDAQ will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to the staff of NASDAQ that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, NASDAQ will provide notice that its securities will be subject to delisting.

The Company intends to continue to monitor the closing bid price of its common stock and to assess its options for maintaining the listing of its common stock on the Nasdaq Capital Market. The Company will consider all available options to regain compliance with the minimum bid price requirement.

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: July 9, 2026	By:	/s/ Dominic Wells
		Dominic Wells,
		Chief Executive Officer

3

Filing Exhibits & Attachments

5 documents

Other Documents

• 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