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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): November 5, 2026
| ONFOLIO HOLDINGS INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-41466 |
|
37-1978697 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
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
Not
Applicable
(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:
| ☐ |
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, par value $0.001 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
5.07 Submission of Matters to a Vote of Security Holders.
On
November 5, 2026, at the Special Meeting of Stockholders (the “Special Meeting”) of Onfolio Holdings Inc. (the “Company”),
stockholders voted on the matters described below. A total of 907,115 shares of Common Stock, representing approximately 36.30% of the
2,499,248 shares of Common Stock outstanding as of the September 23, 2026 record date, were present virtually or represented by proxy
at the Special Meeting, constituting a quorum. The matters voted upon and the final results of the voting were as follows:
| 1. | The
Company’s stockholders approved the grant of discretionary authority to the Company’s board of directors (the “Board”)
to amend the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to effect one
or more reverse stock splits of all outstanding shares of Company’s common stock, par value $0.001 per share (the “Common
Stock”), by a ratio of up to one-for-two hundred fifty (1-for-250), to be determined in the Board’s sole discretion (the
“Reverse Stock Splits Proposal”). The number of shares that voted for, against, abstained, and broker non-votes on this Reverse
Stock Splits Proposal is summarized in the table below: |
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| | |
| |
| |
|
| 687,398 | |
208,687 | |
11,030 | |
N/A |
| 2. | The
Company’s stockholders approved one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional
proxies in favor of the Reverse Stock Splits Proposal if there are not sufficient votes at the Special Meeting to approve and adopt the
Reverse Stock Splits Proposal (the “Adjournment Proposal”). The number of shares that voted for, against, abstained and broker non-votes
on this Adjournment Proposal is summarized in the table below: |
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| | |
| |
| |
|
| 731,804 | |
158,792 | |
16,517 | |
N/A |
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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. |
| |
|
| Dated: November 6, 2026 |
By: |
/s/ Dominic Wells |
| |
|
Dominic Wells |
| |
|
Chief Executive Officer |
