Onfolio agrees to $450K initial debt payment

The Payee's forbearance depends on a $450,000 payment by October 31, 2026, followed by timely monthly payments; default interest continues to accrue.

Rhea-AI Filing Summary

Onfolio Holdings, Inc. and its subsidiary, Eastern Standard, LLC (the Maker), entered into a limited forbearance agreement with Eastern Standard, LLC, a Pennsylvania limited liability company (the Payee), following a failure to timely make certain payments under an $850,000 promissory note; Onfolio is guarantor. The note is secured by the Maker’s assets. The agreement requires a $450,000 initial payment by October 31, 2026, monthly payments of $60,000 beginning December 1, 2026, and a final payment of $45,754.29 on July 1, 2027. Total scheduled payments are $915,754.29, including principal, interest, a $20,000 late charge and other amounts owed.

After receipt of the initial payment, the Payee will forbear from certain remedies while monthly payments are made when due, subject to a ten-day cure period. If all scheduled payments are timely made, the note will be deemed paid in full, and the security interests and Onfolio’s guaranty will be released. If the initial payment is not made by October 31, 2026, or a monthly payment remains unpaid after the cure period, the Payee may exercise remedies under the note, security agreement and guaranty. The agreement does not extend the note’s maturity, and default interest continues to accrue.

0 points · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 1 point

How the balance works

Positive

• None.

Negative

• Major pointMissed payments on the $850,000 note; default interest continues accruing. 63% of market cap

8-K Event Classification

3 items: 1.01, 2.04, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation Financial

An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Promissory note: $850,000 Initial payment: $450,000 Monthly payments: $60,000 +4 more

7 metrics

Promissory note $850,000 Note issued in connection with the acquisition of the Eastern Standard business

Initial payment $450,000 Due on or before October 31, 2026

Monthly payments $60,000 Beginning December 1, 2026

Final payment $45,754.29 Due July 1, 2027

Total scheduled payments $915,754.29 Includes principal, interest, a $20,000 late charge and other amounts owed

Late charge $20,000 Included in total scheduled payments

Cure period 10 days Applies to monthly payments under the forbearance agreement

Key Terms

promissory note, forbear, default interest, security interests

4 terms

promissory note financial

"payments under the $850,000 promissory note"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

forbear financial

"agreed to forbear from exercising certain rights and remedies"

default interest financial

"any default interest owing thereunder will continue to accrue"

Default interest is an extra, higher interest rate that kicks in when a borrower fails to make required payments or otherwise breaches loan terms. Think of it as a penalty interest or late fee that increases the cost of unpaid debt, causing overdue balances to grow faster. Investors care because default interest raises potential recoveries, affects cash flow timing, and signals heightened credit risk that can change a loan or bond's value.

security interests financial

"the security interests and the Company’s guaranty will be released"

A security interest is a legal claim a lender or creditor has on a borrower's specific assets to ensure repayment; if the borrower fails to pay, the creditor can seize those assets to recoup losses. For investors, security interests change how risky a company's debt and assets are because they determine who gets paid first in financial trouble—think of it like a mortgage on a house that gives one lender first dibs on the sale proceeds.

FAQ

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

What are ONFO's repayment terms under the forbearance agreement?

The agreement schedules a $450,000 payment by October 31, 2026, monthly payments of $60,000 beginning December 1, 2026, and a final payment of $45,754.29 on July 1, 2027. Total scheduled payments are $915,754.29.

What happens if ONFO misses a payment under the forbearance agreement?

If the $450,000 initial payment is not made by October 31, 2026, or a monthly payment remains unpaid after the ten-day cure period, the Payee may exercise remedies under the note, security agreement and guaranty. Default interest continues to accrue.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/20/2026 - 12:33 PM EDT Accepted by SEC EDGAR 10/20/2026 - 12:33 PM EDT Learn about SEC filing dates

false 0001825452 0001825452 2026-10-12 2026-10-12 0001825452 ONFO:CommonStock0.001ParValuePerShareMember 2026-10-12 2026-10-12 0001825452 ONFO:WarrantsToPurchaseCommonStockMember 2026-10-12 2026-10-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): October 12, 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

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 1.01 Entry into a Material Definitive Agreement.

On October 12, 2026, Eastern Standard, LLC, a Delaware limited liability company, and subsidiary of Onfolio Holdings, Inc. (the “Company”), (the “Maker”), and the Company, as guarantor, entered into a Limited Forbearance Agreement and Reaffirmation of Loan Documents (the “Forbearance Agreement”) with Eastern Standard, LLC, a Pennsylvania limited liability company (the “Payee”), relating to the failure by the Company to timely make certain payments under the $850,000 promissory note issued by Maker to the Payee in connection with the Company’s acquisition of the Eastern Standard business (the “Note”). The Note is secured by the Maker’s assets and guaranteed by the Company.

Under the Forbearance Agreement, the Maker must pay the Payee $450,000 on or before October 31, 2026 (the “Initial Payment”), followed by monthly payments of $60,000 beginning December 1, 2026 and a final payment of $45,754.29 on July 1, 2027, for total scheduled payments of $915,754.29, inclusive of principal, interest, a $20,000 late charge and other amounts owed. Upon receipt of the Initial Payment, and for so long as each monthly payment is made when due (subject to a ten-day cure period), the Payee has agreed to forbear from exercising certain rights and remedies under the Note. If all scheduled payments are timely made, the Note will be deemed paid in full and the security interests and the Company’s guaranty will be released. If the Initial Payment is not made by October 31, 2026, or any monthly payment is not made within the cure period, the Payee may exercise its remedies under the Note, security agreement and guaranty. The Forbearance Agreement does not extend the maturity of the Note, and any default interest owing thereunder will continue to accrue.

The foregoing description of the Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Forbearance Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Limited Forbearance Agreement and Reaffirmation of Loan Documents, dated as of October 12, 2026, by and among Eastern Standard, LLC (Maker), Eastern Standard, LLC (Payee), and Onfolio Holdings, Inc. (Guarantor)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules or similar attachments may be omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule to the SEC upon request.

1

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.

Date: October 20, 2026
	ONFOLIO HOLDINGS, INC.
	By:	/s/Dominic Wells
	Name:	Dominic Wells
	Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 LIMITED FORBEARANCE AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTS, DATED AS OF O 76.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.8 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB