Onfolio shareholders approve major share issuance tools

Onfolio Holdings Inc. held its 2026 Annual Meeting of Stockholders on August 6, 2026.

Rhea-AI Filing Summary

Onfolio Holdings Inc. held its 2026 Annual Meeting of Stockholders on August 6, 2026. As of June 12, 2026, there were 7,040,328 shares of common stock outstanding, with 3,533,558 shares represented, constituting a quorum. Stockholders elected four directors—Dominic Wells, Andrew Lawrence, David McKeegan, and Mark N. Schwartz—to serve until the 2027 annual meeting. They ratified the appointment of Astra Audit & Advisory, LLC as independent registered public accountants for fiscal 2026.

Stockholders also approved, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance of more than 19.99% of the company’s common stock under an equity purchase facility agreement dated April 10, 2026, at a price below the defined “Minimum Price.” In addition, they approved an amendment to increase authorized common shares from 300,000,000 to 600,000,000 and authorized potential adjournments to solicit additional proxies for the equity facility and share increase proposals.

Positive

• None.

Negative

• Stockholders approved the potential issuance of more than 19.99% of common stock under an equity purchase facility at prices below Nasdaq’s “Minimum Price,” increasing potential dilution for existing holders.
• Authorized common shares were increased from 300,000,000 to 600,000,000, significantly expanding the capacity for future equity issuance and potential dilution.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 7,040,328 shares Shares represented at meeting: 3,533,558 shares Equity issuance threshold: 19.99% +3 more

6 metrics

Shares outstanding 7,040,328 shares Common stock outstanding as of June 12, 2026

Shares represented at meeting 3,533,558 shares Common shares present in person or by proxy at 2026 annual meeting

Equity issuance threshold 19.99% Potential issuance above 19.99% of common stock under Nasdaq Listing Rule 5635(d)

Authorized shares before amendment 300,000,000 shares Authorized common stock prior to charter amendment

Authorized shares after amendment 600,000,000 shares Authorized common stock after approved charter amendment

Auditor ratification votes for 3,350,219 Votes in favor of ratifying Astra Audit & Advisory, LLC for fiscal 2026

Key Terms

equity purchase facility agreement, Minimum Price, Nasdaq Listing Rule 5635(d), authorized shares, +1 more

5 terms

equity purchase facility agreement financial

"pursuant to that certain equity purchase facility agreement, dated as of April 10, 2026"

Minimum Price financial

"at a price per share that is less than the “Minimum Price” (as defined under Nasdaq Listing Rule 5635(d))"

The minimum price is the lowest allowable or acceptable price at which a security, share offering, product, or sale can be bought or sold. Think of it like the smallest tag on a store item that the seller will accept; for investors it sets a floor for entry or sale, affects potential returns and liquidity, and can influence demand by limiting purchases below that level.

Nasdaq Listing Rule 5635(d) regulatory

"for purposes of Marketplace Rule 5635(d) of the Nasdaq Stock Market LLC"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

authorized shares financial

"to increase the number of authorized shares of our common stock from 300,000,000 shares to 600,000,000 shares"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

broker non-votes financial

"Broker Non-votes | --------------------------------------------------------------- | 1,817,887"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

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

What was the quorum at Onfolio Holdings (ONFO) 2026 annual meeting?

A quorum was reached with 3,533,558 shares of common stock represented out of 7,040,328 shares outstanding as of June 12, 2026, allowing all proposals to be voted upon.

Which directors were elected at Onfolio Holdings (ONFO) 2026 annual meeting?

Stockholders elected Dominic Wells, Andrew Lawrence, David McKeegan, and Mark N. Schwartz to the Board, each to serve until the 2027 annual meeting or until their successors are duly elected or appointed.

Did Onfolio Holdings (ONFO) approve a new equity issuance facility?

Stockholders approved, under Nasdaq Listing Rule 5635(d), potential issuance of more than 19.99% of common stock pursuant to an equity purchase facility agreement dated April 10, 2026, at prices below the defined “Minimum Price.”

How many authorized shares does Onfolio Holdings (ONFO) now have?

Stockholders approved amending the charter to increase authorized common shares from 300,000,000 to 600,000,000, providing additional shares for potential future corporate purposes and transactions.

Who is Onfolio Holdings’ (ONFO) auditor for fiscal 2026?

Stockholders ratified Astra Audit & Advisory, LLC as Onfolio Holdings’ independent registered public accountants for fiscal year 2026, with 3,350,219 votes for, 165,209 against, and 18,130 abstentions.

Was the adjournment proposal approved at Onfolio Holdings (ONFO) meeting?

Yes. Stockholders approved a proposal allowing one or more adjournments to solicit additional proxies for the equity facility and share increase proposals, with 2,698,160 votes for and 824,992 against.

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

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Available on EDGAR 08/11/2026 - 04:02 PM Accepted by SEC EDGAR 08/11/2026 - 04:01 PM Learn about SEC filing dates

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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): August 6, 2025

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 5.07 Submission of Matters to a Vote of Security Holders  

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Onfolio Holdings Inc. (the “Company”) was held on August 6, 2026. As of the close of business on June 12, 2026, the Company had outstanding 7,040,328 shares of common stock, of which 3,533,558 shares were represented at the meeting by proxy and in person; accordingly, a quorum was constituted. The matters voted upon and the final results of the voting were as follows:

Proposal 1: Election of Directors.

The following persons were elected to the Board of Directors to serve until the 2027 Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified:

Name		Votes For				Votes Withheld				Abstain				Broker Non-votes
Dominic Wells			1,631,657				84,014				—				1,817,887
Andrew Lawrence			1,618,639				97,032				—				1,817,887
David McKeegan			1,619,824				95,847				—				1,817,887
Mark N. Schwartz			1,618,581				97,090				—				1,817,887

Proposal 2: Ratification of the appointment of Astra Audit & Advisory, LLC to serve as independent registered public accountants for the Company for fiscal year 2026.

                The following votes were cast with respect to Proposal 2.  The proposal was approved.

For				Against				Abstain				Broker Non-votes
	3,350,219				165,209				18,130				—

Proposal 3: To approve, for purposes of Marketplace Rule 5635(d) of the Nasdaq Stock Market LLC, the potential issuance of more than 19.99% of our issued and outstanding shares of our common stock, par value $0.001 per share, pursuant to that certain equity purchase facility agreement, dated as of April 10, 2026, at a price per share that is less than the “Minimum Price” (as defined under Nasdaq Listing Rule 5635(d)).

The following votes were cast with respect to Proposal 3.  The proposal was approved.

For				Against				Abstain				Broker Non-votes
	1,552,575				160,884				2,211				1,817,887

Proposal 4: To approve an amendment to the Company’s Restated Certificate of Incorporation, as amended to date, to increase the number of authorized shares of our common stock from 300,000,000 shares to 600,000,000 shares in order to ensure that the Company has a sufficient number of authorized but unissued shares available for corporate purposes.

The following votes were cast with respect to Proposal 4.  The proposal was approved.

For				Against				Abstain				Broker Non-votes
	2,764,994				765,276				3,288				0

Proposal 5: To approve one or more adjournments and reconvening of the Annual Meeting, in whole or in part, if necessary or appropriate, to solicit additional proxies in favor of the equity facility proposal and the authorized share increase proposal if there are not sufficient votes at the Annual Meeting to approve and adopt the equity facility proposal and/or the authorized share increase proposal.

The following votes were cast with respect to Proposal 5.  The proposal was approved.

For				Against				Abstain				Broker Non-votes
	2,698,160				824,992				10,406				0

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: August 11, 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