Onfolio (NASDAQ: ONFO) investors back special-meeting proposals with high support

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Onfolio Holdings Inc. held a Special Meeting of Stockholders on April 6, 2026, where stockholders voted on several proposals. One matter received 3,032,690 votes for, or 97.21% of votes cast, with 86,961 against and 133 abstaining.

Another item received 2,108,013 votes for (96.44%), 75,913 against, 1,822 abstentions and 934,036 broker non-votes. A third proposal drew 2,969,031 votes for (95.17%), 106,028 against and 44,725 abstentions. A fourth matter received 1,962,516 votes for (89.79%), 222,299 against, 933 abstentions and 934,036 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for main proposal: 3,032,690 votes (97.21%) Votes against main proposal: 86,961 votes (2.79%) Votes for second proposal: 2,108,013 votes (96.44%) +3 more

6 metrics

Votes for main proposal 3,032,690 votes (97.21%) Special Meeting of Stockholders on April 6, 2026

Votes against main proposal 86,961 votes (2.79%) Special Meeting of Stockholders on April 6, 2026

Votes for second proposal 2,108,013 votes (96.44%) Special Meeting agenda item with broker non-votes

Broker non-votes 934,036 shares Recorded on two proposals at the Special Meeting

Votes for third proposal 2,969,031 votes (95.17%) Additional Special Meeting matter

Votes for fourth proposal 1,962,516 votes (89.79%) Special Meeting matter with broker non-votes

Key Terms

Special Meeting of Stockholders, Broker Non-Votes, Emerging growth company, Common Stock, par value $0.001 per share, +1 more

5 terms

Special Meeting of Stockholders financial

"On April 6, 2026, at the Special Meeting of Stockholders (the “Meeting”) of Onfolio Holdings Inc."

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

Broker Non-Votes financial

"Votes For ... Votes Against ... Votes Abstain ... Broker Non-Votes 2,108,013 ... 934,036"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.

Warrants To Purchase Common Stock financial

"Warrants To Purchase Common Stock | | ONFOW | | Nasdaq Capital Market"

Understanding 8-K Material Events →

04/09/2026 - 09:12 PM

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): April 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)

(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 April 6, 2026, at the Special Meeting of Stockholders (the “Meeting”) of Onfolio Holdings Inc. (the “Company”), stockholders voted on the matters described below.

The Company’s stockholders approved, the grant of discretionary authority to the Company’s board of directors (“the Board”) to (i) amend the Company’s certificate of incorporation, as amended, (the “Certificate of Incorporation”) to effect a reverse stock split of all outstanding shares of Common Stock, by a ratio in the range of one-for-five (1-for-5) to one-for-forty (1-for-50), to be determined in the Board’s sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”). The number of shares that voted for, against, and withheld from voting for this Reverse Stock Split Proposal is summarized in the table below:

Votes For	Votes Against	Votes Abstain

3,032,690 (97.21%)	86,961 (2.79%)	133 (0.004%)

The Company’s stockholders approved, for purposes of Marketplace Rule (collectively, the “Nasdaq Rules”) 5635(d) of the Nasdaq Stock Market LLC (“Nasdaq”), (i) the issuance of more than 19.99% of our outstanding shares of Common Stock, issuable upon exercise of certain Convertible Promissory Notes (the Notes) issued pursuant to certain securities purchase agreements by and between the Company and certain purchasers, entered into as of November 17, 2025 and (ii) the floor price (the “Floor Price”) at which the Notes may be converted, at an average price that is less than the “Minimum Price” (as defined under Nasdaq rules). (the “Notes Proposal”). The number of shares that voted for, against, and withheld from voting for this Share Issuance Proposal is summarized in the table below:

Votes For	Votes Against	Votes Abstain	Broker Non-Votes

2,108,013 (96.44%)	75,913 (3.47%)	1,822 (0.08%)	934,036

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 Split Proposal, the Notes Proposal, and the Authorized Share Increase (as defined below) if there were not sufficient votes at the Special Meeting to approve and adopt the Reverse Stock Split Proposal, the Notes Proposal, and/or the Authorized Share Increase (the "Adjournment Proposal"). The number of shares that voted for, against, and abstained from voting for this Adjournment Proposal is summarized in the table below:

Votes For	Votes Against	Votes Abstain	Broker Non-Votes

2,969,031 (95.17%)	106,028 (3.40%)	44,725 (1.43%)	0

The Company's stockholders approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock from 50,000,000 shares to 300,000,000 shares (the “Authorized Share Increase”) in order to ensure that the Company has a sufficient number of authorized but unissued shares available for the purposes described herein. The number of shares that voted for, against, and abstained from voting for this Authorized Share Increase is summarized in the table below:

Votes For	Votes Against	Votes Abstain	Broker Non-Votes

1,962,516 (89.79%)	222,299 (10.17%)	933 (0.04%)	934,036

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: April 10, 2026	By:	/s/ Dominic Wells
		Dominic Wells
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Onfolio Holdings Inc. (ONFO) stockholders vote on at the April 6, 2026 special meeting?

Onfolio stockholders voted on several proposals at a Special Meeting on April 6, 2026. The filing lists multiple matters, each receiving detailed vote counts for, against, and abstaining, along with broker non-votes where applicable, showing strong overall support across the agenda.

How strong was stockholder support for the main proposal at Onfolio (ONFO)’s special meeting?

The leading proposal received 3,032,690 votes for, representing 97.21% support, with 86,961 votes against and 133 abstentions. This high approval percentage indicates broad agreement among voting stockholders on that matter at the April 6, 2026 Special Meeting.

What were the voting results for other key proposals at Onfolio (ONFO)’s April 2026 meeting?

One proposal received 2,108,013 votes for (96.44%), 75,913 against, 1,822 abstentions and 934,036 broker non-votes. Another drew 2,969,031 for (95.17%), 106,028 against and 44,725 abstentions, showing consistently high support across multiple items on the agenda.

How many broker non-votes were recorded in Onfolio (ONFO)’s special meeting results?

Two of the proposals reported broker non-votes of 934,036 shares each. Broker non-votes occur when brokers hold shares in street name but are not instructed on certain proposals, so those shares are not counted as voting for or against those specific items.

Who signed the Onfolio (ONFO) special meeting voting results disclosure?

The disclosure of the Special Meeting voting results was signed on behalf of Onfolio Holdings Inc. by Dominic Wells, Chief Executive Officer. His signature indicates the company’s formal submission of these vote tallies under the Securities Exchange Act of 1934.

Filing Exhibits & Attachments

5 documents