Onfolio faces Nasdaq warning over equity shortfall

Onfolio Holdings Inc. has been notified by Nasdaq that it no longer meets a key continued listing requirement.

Rhea-AI Filing Summary

Onfolio Holdings Inc. has been notified by Nasdaq that it no longer meets a key continued listing requirement. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 in stockholders’ equity, but Onfolio’s latest quarterly report showed equity of $1,216,603, putting it below the threshold.

The company also does not currently meet Nasdaq’s alternative standards based on market value of listed securities or net income from continuing operations. Onfolio has 45 days, until July 10, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the notice date to restore equity levels if the plan is accepted. The notice does not immediately affect trading of its common stock on the Nasdaq Capital Market, but there is no assurance that any plan will be accepted or succeed, so there is an ongoing risk of suspension or delisting if compliance is not restored.

Positive

• None.

Negative

• Nasdaq listing at risk due to equity shortfall: Onfolio reported stockholders’ equity of $1,216,603, below Nasdaq’s $2,500,000 minimum, and also fails alternative market value and net income standards, creating a clear risk of suspension or delisting if compliance is not regained.

Insights

Equity analyst

Nasdaq noncompliance creates real delisting risk if equity is not restored.

Onfolio Holdings has fallen below Nasdaq’s minimum stockholders’ equity requirement of $2,500,000, reporting only $1,216,603 as of the quarter ended March 31, 2026. It also fails Nasdaq’s alternative tests for market value and net income from continuing operations.

Nasdaq has given Onfolio until July 10, 2026 to submit a compliance plan, with a possible extension of up to 180 days from the notice date to regain compliance. Whether the plan is accepted, and whether actions taken will restore equity to the required level, remains uncertain.

If the plan is rejected or unsuccessful, Onfolio can request a hearing before an independent Nasdaq panel, which would temporarily stay any suspension or delisting. The key factor for investors is that continued Nasdaq listing now depends on successfully executing measures that increase stockholders’ equity or satisfy alternative standards.

8-K Event Classification

2 items: 3.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Reported stockholders’ equity: $1,216,603 Nasdaq minimum equity requirement: $2,500,000 Alternative market value standard: $35 million +3 more

6 metrics

Reported stockholders’ equity $1,216,603 As of March 31, 2026 per Form 10-Q

Nasdaq minimum equity requirement $2,500,000 Nasdaq Listing Rule 5550(b)(1) for continued listing

Alternative market value standard $35 million Market value of listed securities alternative continued listing test

Alternative net income standard $500,000 Net income from continuing operations test

Plan submission window 45 days From May 26, 2026 notice until July 10, 2026

Maximum extension period 180 days From notice date if Nasdaq accepts compliance plan

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, market value of listed securities, net income from continuing operations, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity"

stockholders’ equity financial

"requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

market value of listed securities financial

"does not meet the alternative continued listing standards of (i) a market value of listed securities of $35 million"

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.

net income from continuing operations financial

"or (ii) net income from continuing operations of $500,000 in the most recently completed fiscal year"

Net income from continuing operations is the profit a company earns from its ongoing, day-to-day business after paying costs, interest and taxes, excluding results from businesses it has sold or closed and one-time gains or losses. Investors care because it shows the company's recurring earning power—like comparing a regular paycheck to a one-off bonus—and gives a clearer picture of sustainable profits used to value the business and judge management performance.

Nasdaq Capital Market regulatory

"for continued listing on the 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.

FAQ

What Nasdaq rule did Onfolio Holdings Inc. (ONFO) fail to meet?

Onfolio failed to meet Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market. Its latest Form 10-Q reported equity of $1,216,603, below that threshold.

How much stockholders’ equity did Onfolio (ONFO) report in its latest quarter?

Onfolio reported $1,216,603 in stockholders’ equity in its Quarterly Report on Form 10-Q for the period ended March 31, 2026. This amount is below Nasdaq’s required minimum of $2,500,000 for continued listing on the Nasdaq Capital Market.

What alternative Nasdaq listing standards does Onfolio (ONFO) currently not meet?

As of the notice date, Onfolio does not meet Nasdaq’s alternative standards of a $35 million market value of listed securities or $500,000 in net income from continuing operations in the most recent fiscal year or in two of the last three fiscal years.

How long does Onfolio (ONFO) have to regain compliance with Nasdaq requirements?

Onfolio has 45 days from the May 26, 2026 notice, until July 10, 2026, to submit a compliance plan. If Nasdaq accepts the plan, it may allow up to 180 days from the notice date to regain compliance.

Does the Nasdaq notice immediately affect trading of Onfolio (ONFO) stock?

The Nasdaq notice and current noncompliance do not immediately affect the listing or trading of Onfolio’s common stock, which continues to trade on the Nasdaq Capital Market under the symbol "ONFO". Future suspension or delisting would depend on compliance outcomes.

What options does Onfolio (ONFO) have if its Nasdaq compliance plan is not accepted?

If Onfolio’s plan is not accepted or compliance is not regained, the company may request a hearing before an independent Nasdaq hearings panel. Filing such a request would stay any suspension or delisting action while the hearing process is pending.

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

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Accepted by SEC EDGAR 05/29/2026 - 04:30 PM Learn about SEC filing dates

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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): May 26, 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.

On May 26, 2026, Onfolio Holdings Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market.

The Notice states that the Company’s Quarterly Report on Form 10-Q for the for the period ended March 31, 2026 reported stockholders’ equity of $1,216,603. As of the date of the Notice, the Company also does not meet the alternative continued listing standards of (i) a market value of listed securities of $35 million or (ii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

Under Nasdaq’s rules, the Company has 45 calendar days from the date of the Notice (until July 10, 2026) to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the stockholders’ equity requirement. The Notice further states that Nasdaq will consider factors such as the likelihood that the plan will result in the Company’s compliance with Nasdaq’s continued listing criteria, the Company’s past compliance history, the reasons for the Company’s current non-compliance, other corporate events that may occur within Nasdaq’s review period, the Company’s overall financial condition and its public disclosures.

The Company intends to submit a compliance plan to Nasdaq within the required 45-day period and is evaluating potential actions to regain compliance. There can be no assurance that the plan will be accepted or that the Company will be able to regain compliance within any extension period granted by Nasdaq.

In the event that the Company’s plan is not accepted, or that the plan is granted by the staff at Nasdaq but the Company is unable to regain compliance, the Company would have the right to request a hearing before an independent Nasdaq hearings panel. The request for a hearing would result in a stay of any suspension or delisting action pending the conclusion of the hearing process.

Neither the Notice nor the Company’s non-compliance have an immediate effect on the listing or trading of the Company’s common stock, which will continue to trade under the symbol “ONFO.” However, there can be no assurance that the Company’s plan will be accepted or that if it is, the Company will be able to regain compliance.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL)

2

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: May 29, 2026	By:	/s/ Dominic Wells
		Dominic Wells,
		Chief Executive Officer

3

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.5 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 5.6 KB