Nasdaq warns Onfolio (NASDAQ: ONFO) after 33 days under $1 bid

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq minimum bid-price deficiency: Onfolio’s stock closed below the $1.00 minimum for 33 consecutive business days, triggering a formal noncompliance notice and potential future delisting if not cured.

Insights

Equity market structure analyst

Nasdaq bid-price noncompliance raises delisting risk for Onfolio.

Onfolio Holdings Inc. disclosed that Nasdaq notified the company on January 6, 2026 that it failed to meet the $1.00 minimum bid-price rule for 33 consecutive business days. This places the stock in formal noncompliance with Nasdaq Listing Rule 5550(a)(2), a key continued listing standard for the Nasdaq Capital Market.

The company has 180 calendar days, until July 6, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for ten consecutive business days. If it meets other initial listing standards, it may qualify for an additional 180 days, and the filing explicitly mentions a potential reverse stock split as a cure method. If Nasdaq staff does not believe the deficiency can be cured, it may move to delist the securities.

The notice currently has no immediate effect on trading, but it introduces explicit listing risk. Subsequent disclosures about whether Onfolio meets the additional criteria for a second compliance period, or whether it proceeds with actions such as a reverse split, will clarify how the company responds ahead of the July 6, 2026 deadline.

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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): January 6, 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 January 6, 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 33 consecutive business days 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 July 6, 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.

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

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FAQ

Why did Onfolio (ONFO) receive a notice from Nasdaq?

Onfolio received a Nasdaq notice because its common stock’s closing bid price was below $1.00 per share for 33 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2).

Does the Nasdaq notice immediately affect trading in Onfolio (ONFO) stock?

No. The company states that the Nasdaq notice has no immediate effect on the listing or trading of its common stock on the Nasdaq Capital Market.

How long does Onfolio have to regain Nasdaq minimum bid-price compliance?

Onfolio has a 180 calendar day compliance period, until July 6, 2026, to regain compliance by achieving a closing bid price of at least $1.00 for ten consecutive business days.

Can Onfolio (ONFO) get more time beyond the initial 180 days from Nasdaq?

The company may be eligible for an additional 180 calendar days if it meets other Nasdaq initial listing standards, including the market value of publicly held shares, and notifies Nasdaq of its plan to cure the bid-price deficiency.

What steps might Onfolio take to cure the Nasdaq bid-price deficiency?

Onfolio notes that it could cure the deficiency by methods that may include effecting a reverse stock split, and that it is monitoring its closing bid price and assessing options to maintain its Nasdaq listing.

What happens if Onfolio cannot regain compliance with Nasdaq’s minimum bid price?

If Onfolio does not regain compliance and does not qualify for or succeed within any additional compliance period, Nasdaq staff may notify the company that its securities will be subject to delisting from the Nasdaq Capital Market.