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Onfolio Holdings (ONFO) lifts authorized common stock from 50M to 300M

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

Rhea-AI Filing Summary

Onfolio Holdings Inc. reported a change to its corporate charter that expands how many shares it can issue in the future. On May 8, 2026, the company filed a Certificate of Amendment in Delaware increasing authorized common stock from 50,000,000 shares to 300,000,000 shares.

This amendment does not itself issue any new shares but significantly enlarges the pool the company may use later for capital raises, acquisitions, equity compensation, or other corporate purposes. The full Certificate of Amendment is included as an exhibit to the report.

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Insights

Onfolio greatly expands its capacity to issue new common shares.

Onfolio Holdings increased its authorized common stock from 50,000,000 to 300,000,000 shares via a Certificate of Amendment filed in Delaware. Authorized shares represent the maximum number the company may issue under its charter, not the amount currently outstanding.

This move provides flexibility for future equity financing, acquisitions paid in stock, or expanded employee equity plans. The filing does not detail specific issuance plans, pricing, or timing, so the actual impact on existing shareholders will depend on how many of these additional shares are eventually issued.

The amendment is documented as Exhibit 3.1, which contains the full text governing the new authorization level. Future disclosures in company filings will clarify when and how the enlarged authorization translates into actual share issuances and any resulting dilution.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Previous authorized common stock 50,000,000 shares Authorized under Certificate of Incorporation before May 8, 2026 amendment
New authorized common stock 300,000,000 shares Authorized after Certificate of Amendment filed May 8, 2026
Certificate of Amendment regulatory
"On May 8, 2026, Onfolio Holdings Inc. filed a Certificate of Amendment"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Certificate of Incorporation regulatory
"Certificate of Amendment to its Certificate of Incorporation with the Secretary"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
authorized to issue financial
"increased the number of shares of common stock that the Company is authorized to issue"
Emerging growth company regulatory
"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.
Understanding 8-K Material Events →

  

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): May 8, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 8, 2026, Onfolio Holdings Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment increased the number of shares of common stock, par value $0.001 per share, that the Company is authorized to issue from 50,000,000 shares to 300,000,000 shares.

 

The foregoing description 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, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit No.

 

Description

3.1

 

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

104

 

Cover Page Interactive Data File (embedded within 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.

 

Date: May 14, 2026

 

 

 

 

 

 

 

 

By:

/s/ Dominic Wells

 

 

 

Dominic Wells,

 

 

 

Chief Executive Officer

 

 

 

3

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What corporate change did Onfolio Holdings Inc. (ONFO) report in this 8-K?

Onfolio Holdings reported a charter amendment increasing its authorized common stock. The Certificate of Amendment filed in Delaware raises the ceiling from 50,000,000 to 300,000,000 shares, giving the company a much larger pool of shares it may issue in the future for various corporate purposes.

How many authorized common shares does Onfolio Holdings (ONFO) have after the amendment?

After the amendment, Onfolio Holdings is authorized to issue 300,000,000 shares of common stock. Previously, its Certificate of Incorporation allowed 50,000,000 shares. This sixfold increase expands potential capacity for future equity financings, acquisitions, or stock-based compensation programs if the board chooses to issue additional shares.

Does Onfolio’s increase in authorized shares mean new ONFO shares were immediately issued?

The change in authorized shares does not automatically issue new stock. It only raises the maximum number of common shares Onfolio can issue under its charter. Actual issuance would require separate board actions or transactions, which would be described in future disclosures if and when they occur.

What document implements Onfolio Holdings’ new share authorization level?

The new authorization level is implemented through a Certificate of Amendment to Onfolio’s Certificate of Incorporation. This Certificate of Amendment was filed with the Delaware Secretary of State on May 8, 2026 and is attached as Exhibit 3.1, providing the operative charter language.

Why might Onfolio Holdings (ONFO) want 300,000,000 authorized common shares?

A higher authorized share count gives Onfolio flexibility for future corporate actions. It can support potential equity capital raises, stock-for-stock acquisitions, or expanded equity incentive plans. The filing does not specify planned uses, only that the capacity has been created via the charter amendment.

Filing Exhibits & Attachments

6 documents

Other Documents