Every 8-K that Onfolio Holdings Inc. (ONFO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ONFO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ONFO filings page.
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.
Onfolio Holdings, Inc. (ONFO) amended its bylaws effective immediately on September 29, 2026, reducing the quorum for stockholder meetings from a majority in voting power to one-third (1/3) of the shares entitled to vote, present in person or represented by proxy. The board approved the amendment by unanimous written consent in connection with the upcoming Special Meeting of Stockholders. The new quorum is the statutory minimum permitted under Section 216 of the Delaware General Corporation Law.
Onfolio Holdings, Inc. (ONFO) reports that it has regained compliance with The Nasdaq Stock Market’s minimum bid price requirement. On July 2, 2026, Nasdaq notified the company that its common stock had failed to maintain the required $1.00 minimum bid price over 30 consecutive business days.
Nasdaq’s Listing Qualifications Staff has since determined that for the 12 consecutive business days from August 10, 2026 to August 25, 2026, Onfolio’s common stock closed at or above $1.00 per share. As a result, the company is again in compliance with Nasdaq Listing Rule 5550(a)(2), and Nasdaq considers the matter closed. A press release dated August 27, 2026 notes that Onfolio enacted a reverse split approximately two weeks earlier to help restore compliance.
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.
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.
Onfolio Holdings Inc. outlined a shift in corporate strategy as it actively pursues a range of strategic alternatives aimed at maximizing shareholder value while maintaining its public listing. The company is evaluating acquisitions, transformational transactions, and the divestiture of underperforming assets to build a more focused portfolio.
Management plans to prioritize acquisitions that are immediately accretive and strategically compelling, while also considering larger transactions that could reshape the business and accelerate long-term value creation. At the same time, Onfolio intends to concentrate resources on its highest-performing cash-generative online businesses through ongoing portfolio optimization.
OnFolio Holdings Inc. entered into a Mutual Termination and Release Agreement with Paramount Helium, LLC on July 21, 2026, ending their Binding Letter of Intent dated July 7, 2026 for a proposed acquisition structured as a merger or other business combination. Both parties agreed to terminate the LOI in its entirety and to fully and irrevocably release each other from all claims and obligations arising from the LOI, the proposed acquisition, or related negotiations.
Confidentiality obligations in the June 10, 2026 Mutual Non-Disclosure Agreement, along with certain LOI provisions such as confidentiality, transaction expenses, governing law, publicity, and waiver of jury trial, will continue in accordance with their terms. No termination penalties or further financial obligations will be incurred by either party, and each will bear its own fees and expenses. On July 22, 2026, OnFolio issued a press release about the termination, furnished under Regulation FD.
Onfolio Holdings Inc. has been notified by Nasdaq that it is out of compliance with the exchange’s $1.00 per share minimum bid price requirement. The closing bid for its common stock stayed below $1.00 for 30 consecutive business days, triggering the notice.
The company has 180 calendar days, until December 29, 2026, to regain compliance by having its stock close at or above $1.00 for at least ten consecutive business days. If other listing criteria are met, Nasdaq may grant an additional 180 days, potentially requiring actions such as a reverse stock split.
Onfolio Holdings has signed a binding letter of intent with Paramount Helium for a strategic combination that would shift the company into the $122 billion global industrial gas market. The deal is tied to Paramount Helium’s agreement to acquire the senior debt position over Proton Green’s helium and carbon dioxide assets in the St. Johns Unit in northeastern Arizona.
The St. Johns resource is estimated to hold more than 20 billion cubic feet of recoverable helium, which Onfolio says could support a world-class position in helium and merchant carbon dioxide if successfully developed. Independent analysis also identifies more than 50 kg of Helium‑3 (3He) in the core area, with an expected sales value of $10–$20 million per kg, offering additional upside beyond the broader helium resource.
Management from both companies describe the contemplated combination as a way to build a revenue-generating, cash-flow-positive industrial gas business focused on supplying semiconductor, space exploration, aerospace and defense, and food and beverage customers, particularly in the U.S. Southwest. The transaction remains subject to definitive agreements, completion of Paramount Helium’s lien acquisition, financing, approvals, and successful development of the underlying resources.
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.
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.
Onfolio Holdings Inc. reported that director Robert Lipstein has notified the Chair of the Board of his intention to resign from the Board, effective May 31, 2026. The company states that his resignation is not due to any disagreement with the company, its management, the Board, or any Board committee.
Onfolio attached Mr. Lipstein’s resignation letter as Exhibit 17.1 to this report. The filing was signed on behalf of the company by Chief Executive Officer Dominic Wells.
Onfolio Holdings Inc. announced it has regained compliance with Nasdaq’s minimum bid price requirement. Nasdaq confirmed that the company now meets Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share. Onfolio’s stock maintained a closing bid at or above this level for at least ten consecutive business days, and Nasdaq now considers the matter closed.
CEO Dominic Wells emphasized that maintaining the Nasdaq listing is central to the company’s strategy. He highlighted that, with compliance restored and a recently announced $100M equity facility, Onfolio aims to continue its AI-powered acquisition and growth strategy across its portfolio of cash-generative online businesses.
Onfolio Holdings Inc. has entered into a $100 million Equity Purchase Facility Agreement with an institutional investor. The facility offers flexible, discretionary capital to fund working capital needs, acquisitions of cash-generative online businesses, and incremental growth of the company’s digital asset reserve.
Management frames the facility as support for a strategy built around an AI-native operating model, following the company’s first positive EBITDA year. Onfolio plans to plug acquired businesses into its AI infrastructure, expand high-margin managed AI services, and enhance AI-driven margin improvements across both B2B and B2C portfolio companies.
Onfolio Holdings Inc. held a Special Meeting of Stockholders on April 6, 2026, where stockholders voted on several proposals. One matter received 3,032,690 votes for, or 97.21% of votes cast, with 86,961 against and 133 abstaining.
Another item received 2,108,013 votes for (96.44%), 75,913 against, 1,822 abstentions and 934,036 broker non-votes. A third proposal drew 2,969,031 votes for (95.17%), 106,028 against and 44,725 abstentions. A fourth matter received 1,962,516 votes for (89.79%), 222,299 against, 933 abstentions and 934,036 broker non-votes.
Onfolio Holdings Inc. filed a report stating that it issued a press release on January 13, 2026. The press release announces a detailed article titled “Onfolio’s Path to Profitability,” which outlines the company’s roadmap to achieving profitability and cash flow self-sufficiency and is available on its website. The disclosure emphasizes that the article may contain forward-looking statements, which are subject to various business, economic, technological, and competitive risks described in the company’s most recent annual and quarterly reports.
Onfolio Holdings Inc. reported that it received a written notice from Nasdaq on January 6, 2026 stating that it is not in compliance with Nasdaq Listing Rule 5550(a)(2). For the last 33 consecutive business days, the company’s common stock closed below the $1.00 per share minimum bid price required to remain listed on the Nasdaq Capital Market. The notice does not immediately affect the listing or trading of the shares.
Onfolio has a 180‑day compliance period, until July 6, 2026, to regain compliance by having its closing bid price at or above $1.00 for at least ten consecutive business days. If it still does not comply, the company may qualify for an additional 180 days if it meets other listing standards and indicates plans to cure the deficiency, potentially including a reverse stock split. The company states that it is monitoring its bid price and evaluating options to maintain its Nasdaq listing.
Onfolio Holdings Inc. (ONFO) reported a private financing in which it issued $6,000,000 of Senior Secured Convertible Notes to institutional buyers. The notes mature on November 17, 2027 and are convertible into common stock at a price of $0.984 per share, which could lead to future share issuance instead of cash repayment.
Alongside the initial notes, Onfolio granted buyers Rights to Receive Common Stock, whose value starts at zero on November 17, 2025 and increases daily through May 17, 2033, giving additional potential equity exposure. The company may require buyers to purchase further notes, including a first additional closing of $2,000,000 and possible subsequent additional closings with an aggregate original principal amount up to $292,000,000, subject to agreement. The notes are secured by substantially all personal property and assets of Onfolio and its domestic subsidiaries, are guaranteed by those subsidiaries, and are supported by a registration rights agreement that requires filing and effectiveness of a resale registration statement within set deadlines or cash penalty payments.
Onfolio Holdings Inc. (ONFO) completed a private financing under Item 3.02, selling a total of 20 units for aggregate proceeds of $1,000,000. The company first sold seven units on October 21, 2025 for $350,000, then sold an additional thirteen units by October 23, 2025.
Each unit, priced at $50,000, comprised 37,037 shares of common stock and a warrant to purchase 37,037 shares. In total, the sale covered 740,740 shares and warrants to purchase 740,740 shares. The warrants carry an exercise price of $2.50 per share and expire on August 30, 2027. The shares and warrants were immediately separable and issued separately.
The transactions were conducted via subscription agreements and relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D or Regulation S, as applicable.
Onfolio Holdings, Inc. disclosed that a dilutive issuance occurred under its publicly‑traded Common Stock Purchase Warrant dated August 30, 2022. The filing restates that the term "Exercise Price" in the Warrant means the per‑share price payable when the Warrant is exercised. The company noted that warrant holders are not required to take any action in response to this disclosure.