Onfolio gets Nasdaq extension to November 23, 2026

The extension has no immediate effect on ONFO’s Nasdaq listing, while the company must regain compliance by November 23, 2026.

Filing Impact

(Very High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Onfolio Holdings, Inc. received an extension from Nasdaq until November 23, 2026 to regain compliance with Listing Rule 5550(b). The company had received notice on May 26, 2026, that it failed the $2.5 million minimum stockholders’ equity requirement under Rule 5550(b)(1); at that time, it also did not meet either alternative standard concerning market value of listed securities or net income from continuing operations. Nasdaq granted the extension after reviewing the company’s compliance submissions.

Onfolio must regain compliance by November 23, 2026, and furnish a report to the SEC and Nasdaq evidencing compliance. Nasdaq will continue monitoring its compliance. The letter says the company may be subject to delisting if it fails to evidence compliance when filing its periodic report for the year ending December 31, 2026. If Onfolio does not satisfy the extension’s terms, Nasdaq Staff will issue a written delisting notification. The extension has no immediate effect on the listing or trading of Onfolio’s common stock and warrants on the Nasdaq Capital Market, and does not affect its business, operations, or SEC reporting requirements. Onfolio said there can be no assurance it will regain compliance within the extension period or maintain compliance with Nasdaq’s continued listing requirements.

0 points · 0 major

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 works How Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

None.

Negative

Moderate point. Forward-looking: it has not happened yet and may not happen.Nasdaq listing deficiency: the $2.5 million minimum stockholders’ equity requirement must be met by November 23, 2026.

Filing Explained

If Onfolio does not meet the extension’s terms, Nasdaq Staff will issue a written delisting notification, which the company may appeal to a Nasdaq Hearings Panel; the filing describes this as a possible next step, not a completed delisting.

8-K Event Classification

3 items: 3.01, 8.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Minimum stockholders’ equity requirement: $2.5 million Compliance deadline: November 23, 2026 Periodic report year-end: December 31, 2026

3 metrics

Minimum stockholders’ equity requirement $2.5 million Nasdaq Listing Rule 5550(b)(1) requirement the company failed to meet

Compliance deadline November 23, 2026 Deadline under Nasdaq’s extension to regain compliance

Periodic report year-end December 31, 2026 Year ending for the periodic report referenced in the potential delisting condition

Key Terms

minimum stockholders’ equity requirement, market value of listed securities, continued listing requirements, Nasdaq Hearings Panel

4 terms

minimum stockholders’ equity requirement regulatory

"the $2.5 million minimum stockholders’ equity requirement"

market value of listed securities regulatory

"alternative standards relating to market value of listed securities"

Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

continued listing requirements regulatory

"maintain compliance with Nasdaq’s continued listing requirements"

Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.

Nasdaq Hearings Panel regulatory

"may appeal to a Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

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

What happens if ONFO does not meet the Nasdaq extension terms?

If Onfolio does not satisfy the extension’s terms, Nasdaq Staff will issue a written delisting notification, which the company may appeal to a Nasdaq Hearings Panel. The letter also says Onfolio may be subject to delisting if it fails to evidence compliance when filing its periodic report for the year ending December 31, 2026.

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

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Available on EDGAR 10/07/2026 - 09:00 AM Accepted by SEC EDGAR 10/07/2026 - 09:00 AM

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): October 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 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.

To the extent required by Item 3.01 of Form 8-K, the information contained in Item 8.01 herein is incorporated by reference into this Item 3.01.

Item 8.01. Other Events.

As previously disclosed in its Current Report on Form 8-K filed on May 29, 2026, Onfolio Holdings Inc. (the “Company” or “Onfolio”) received a notice from Nasdaq on May 26, 2026, regarding its failure to meet the $2.5 million minimum stockholders’ equity requirement under Listing Rule 5550(b)(1). At that time, the Company also did not satisfy either of the alternative standards under Rule 5550(b), relating to market value of listed securities or net income from continuing operations.

In its letter dated October 5, 2026, Nasdaq granted the Company an extension until November 23, 2026 to regain compliance with Nasdaq Listing Rule 5550(b) following its review of the Company’s compliance submissions. Under the terms of the extension, Onfolio must regain compliance by November 23, 2026 and furnish a Report on Form 8-K to the Securities and Exchange Commission and Nasdaq evidencing compliance in accordance with the requirements specified in the letter.

Nasdaq will continue to monitor the Company’s ongoing compliance. The letter specifies that the Company may be subject to delisting if it fails to evidence compliance when filing its periodic report for the year ending December 31, 2026. If the Company does not satisfy the extension’s terms, Nasdaq Staff will issue a written delisting notification, which the Company may appeal to a Nasdaq Hearings Panel. The letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market and does not affect the Company’s business, operations, or reporting requirements with the Securities and Exchange Commission.

There can be no assurance that Onfolio will regain compliance within the extension period or maintain compliance with Nasdaq’s continued listing requirements.

On October 7, 2026, the Company issued a press release announcing that it received from Nasdaq an extension to regain compliance with Nasdaq Listing Rule 5550(b). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated October 7, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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: October 7, 2026	By:	/s/ Dominic Wells
		Dominic Wells,
		Chief Executive Officer

Exhibit 99.1

Onfolio Holdings Receives Nasdaq Extension to Regain Compliance with Stockholders’ Equity Requirement

WILMINGTON, Del., October 7, 2026 — Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (OTC: ONFOP) (the “Company” or “Onfolio”), an owner-operator of cash-generative online businesses, today announced that Nasdaq’s Listing Qualifications Staff has granted the Company an extension until November 23, 2026 to regain compliance with Nasdaq Listing Rule 5550(b).

As previously disclosed, the Company received a notice from Nasdaq on May 26, 2026 regarding its failure to meet the $2.5 million minimum stockholders’ equity requirement under Listing Rule 5550(b)(1). At that time, the Company also did not satisfy either of the alternative standards under Rule 5550(b), relating to market value of listed securities or net income from continuing operations.

In its letter dated October 5, 2026, Nasdaq granted the extension following its review of the Company’s compliance submissions. Under the terms of the extension, Onfolio must regain compliance by November 23, 2026 and furnish a Report on Form 8-K to the Securities and Exchange Commission and Nasdaq evidencing compliance in accordance with the requirements specified in the letter.

Nasdaq will continue to monitor the Company’s ongoing compliance. The letter specifies that the Company may be subject to delisting if it fails to evidence compliance when filing its periodic report for the year ending December 31, 2026. If the Company does not satisfy the extension’s terms, Nasdaq Staff will issue a written delisting notification, which the Company may appeal to a Nasdaq Hearings Panel. The letter has no immediate effect on the listing or trading of the Company’s common stock and warrants on the Nasdaq Capital Market and does not affect the Company’s business, operations, or reporting requirements with the Securities and Exchange Commission.

There can be no assurance that Onfolio will regain compliance within the extension period or maintain compliance with Nasdaq’s continued listing requirements.

ABOUT ONFOLIO HOLDINGS

Onfolio Holdings Inc. acquires and operates online businesses in sectors including marketing, education and e-commerce. Its approach emphasizes sustainable cash generation and building long-term value. Onfolio also applies artificial intelligence to improve its businesses, create internal tools and develop products. Additional information is available at www.onfolio.com.

FORWARD-LOOKING STATEMENTS

The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,, including statements concerning Onfolio’s ability to regain and maintain compliance with Nasdaq’s listing requirements. These statements are subject to risks and uncertainties, and actual outcomes may differ materially. Relevant risks include the Company’s financial condition, its ability to satisfy Nasdaq’s requirements within the permitted period, market and economic conditions, and the risks discussed in its SEC filings, including its most recent annual and quarterly reports. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

INVESTOR CONTACT

investors@onfolio.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRESS RELEASE DATED OCTOBER 7, 2026 6.1 KB