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Onfolio Holdings (ONFO) enacts 1-for-50 reverse stock split to support Nasdaq bid rule

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Onfolio Holdings Inc. approved and implemented a 1-for-50 Reverse Stock Split of its common stock, effective as of 12:00 a.m. Eastern Time on August 10, 2026. Every 50 shares of issued and outstanding common stock are being automatically reclassified into 1 new share, while the par value remains $0.001 per share. No fractional shares will be issued; any fractional positions will be rounded up to the nearest whole share, causing only minor percentage ownership changes from rounding.

The split applies uniformly to all stockholders, with proportional adjustments to shares underlying outstanding equity awards, warrants (including publicly traded warrants), convertible notes, and shares available under stock incentive plans and certain agreements. Authorized preferred stock of 5,000,000 shares, including 1,000,000 Series A Preferred, and their par values are unchanged. The company states the Reverse Stock Split is intended to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement and may improve the marketability and liquidity of the common stock. Post-split, the common stock will continue trading on the Nasdaq Capital Market under the symbol ONFO, and the publicly traded warrants under ONFOW.

Positive

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Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse Stock Split Ratio 1-for-50 Every 50 shares of common stock reclassified into 1 new share at the Effective Time
Common Stock Par Value $0.001 per share Par value of common stock remains unchanged after the Reverse Stock Split
Nasdaq Minimum Bid Target $1.00 per share Reverse Stock Split intended to help regain compliance with Nasdaq minimum bid price
Authorized Preferred Stock 5,000,000 shares Total authorized preferred shares remain unchanged by the Reverse Stock Split
Series A Preferred Authorized 1,000,000 shares Previously designated Series A Preferred Stock authorization remains unchanged
Reverse Stock Split financial
"approved the grant of discretionary authority ... to effect a reverse stock split"
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.
par value financial
"The par value per share of the Common Stock will remain unchanged at $0.001 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
Nasdaq Capital Market regulatory
"Common Stock, $0.001 par value per share | ONFO | 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.
Series A Preferred Stock financial
"including its previously designated 1,000,000 shares of Series A Preferred Stock"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
equity awards financial
"Proportional adjustments also will be made to shares underlying outstanding equity awards"
Equity awards are payments to employees or directors made in the form of company stock or rights to buy stock later, serving as a way to share ownership rather than cash. For investors, they matter because they align staff incentives with company performance, can increase the number of shares outstanding over time (which can reduce each share’s claim on profits), and create compensation costs that affect reported earnings.

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FAQ

What reverse stock split did Onfolio Holdings Inc. (ONFO) implement?
Onfolio implemented a 1-for-50 Reverse Stock Split, reclassifying every 50 existing common shares into 1 new share. The par value stays at $0.001 per share, and no fractional shares are issued, with fractions rounded up.

When does the ONFO reverse stock split take effect?
The Reverse Stock Split for Onfolio (ONFO) becomes effective at 12:00 a.m. Eastern Time on August 10, 2026. The common stock and publicly traded warrants are expected to begin trading on a split-adjusted basis that same trading day.

How does the ONFO reverse split affect shareholder ownership percentages?
Each holder’s shares are reduced by the 1-for-50 ratio, but percentage ownership remains substantially the same. The only change may result from rounding up fractional shares, which can cause minor adjustments in individual ownership percentages.

Why is Onfolio (ONFO) doing a 1-for-50 reverse stock split?
Onfolio states the Reverse Stock Split is intended to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement. The company also notes the split could improve the marketability and liquidity of its common stock.

Does the ONFO reverse split change preferred stock or par value?
The Reverse Stock Split does not affect Onfolio’s 5,000,000 authorized preferred shares, including 1,000,000 Series A Preferred. It also does not change the $0.001 par value of either common or preferred stock.

What happens to ONFO warrants and equity awards after the reverse split?
Onfolio will make proportional adjustments to shares underlying outstanding equity awards, warrants (including publicly traded warrants), and convertible notes. Shares issuable under stock incentive plans and certain agreements will also be proportionally adjusted to reflect the 1-for-50 split.

 

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): August 10, 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

NasdaqCapital 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 3.03 Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 6, 2026, at the Company’s Special Meeting of Stockholders, among other items, our stockholders approved the grant of discretionary authority to the Company’s board of directors (the “Board”) to (i) amend our certificate of incorporation to effect a reverse stock split of all outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), by a ratio in the range of one-for-five (1-for-5) to one-for-fifty (1-for-50) (the “Reverse Stock Split”), 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 Board set the Reverse Stock Split ratio at one-for-fifty (1-for-50) and approved and authorized the filing of a certificate of amendment to our certificate of incorporation (the “Certificate of Amendment”), with the Certificate of Amendment to become effective as of 12:00 a.m., Eastern Time, on August 10, 2026 (the “Effective Time”).

 

At the Effective Time of the Reverse Stock Split, every fifty (50) shares of Common Stock issued and outstanding will be automatically reclassified into one (1) new share of Common Stock. The par value per share of the Common Stock will remain unchanged at $0.001 per share. No fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, other than with respect to the rounding up of fractional shares to the nearest whole share. Proportional adjustments also will be made to shares underlying outstanding equity awards, warrants, including publicly traded warrants, and convertible notes, as well as to the number of shares issued and issuable under the Company’s stock incentive plans and certain existing agreements. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.

 

The Reverse Stock Split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of Common Stock for continued listing on Nasdaq. The Reverse Stock Split could also improve the marketability and liquidity of the Common Stock. The Reverse Stock Split will be effective at the Effective Time, and the Common Stock and publicly trades warrants are expected to begin trading on a Reverse Stock Split-adjusted basis on Nasdaq at the opening of the market on August 10, 2026. The trading symbol for the Common Stock will remain “ONFO,” and the new CUSIP number of the Common Stock following the Reverse Stock Split is 68277K 405. The publicly traded warrants will continue to trade on Nasdaq under the symbol “ONFOW” with the same CUSIP number of 68277K124.

 

 The Company’s transfer agent, VStock Transfer, LLC, will serve as the agent for the Reverse Stock Split.

 

The Reverse Stock Split does not affect the Company’s authorized preferred stock. After the Reverse Stock Split, the Company’s authorized preferred stock of 5,000,000 shares, including its previously designated 1,000,000 shares of Series A Preferred Stock, remained unchanged. Additionally, the Reverse Stock Split will not affect the par value of the preferred stock, or its previously designated Series A Preferred Stock.

 

The summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference to this Current Report on Form 8-K (this “Current Report”).

 

Item 7.01. Regulation FD Disclosure.

 

On August 6, 2026, the Company issued a press release with respect to the Reverse Stock Split. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report.

 

The information contained in this Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report.

 

 

2

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment of Certificate of Incorporation of Onfolio Holdings Inc.

99.1

 

Press Release Dated August 6, 2026

104

 

Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

3

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ONFOLIO HOLDINGS INC.

 

 

 

 

 

Date: August 10, 2026

By:

/s/ Dominic Wells

 

 

 

Dominic Wells,

 

 

 

Chief Executive Officer

 

 

 

4

 

Source: View Original Filing on SEC EDGAR

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