Welcome to our dedicated page for Onfolio Holdings SEC filings (Ticker: ONFO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Onfolio Holdings Inc. (ONFO) SEC filings page on Stock Titan provides direct access to the company’s official regulatory disclosures, including annual and quarterly reports, current reports, and registration statements. These documents explain how Onfolio acquires and manages online businesses, structures its B2B and B2C segments, and implements its strategy of combining operating cash flow with a digital asset treasury.
In its registration statements and periodic reports, Onfolio details its business model, segment information, and risk factors as a smaller reporting company and emerging growth company. Investors can review Form 10-K annual reports and Form 10-Q quarterly reports for discussions of revenue from website management, advertising and content placement, and product sales, as well as information on its portfolio of subsidiaries and majority-owned entities. These filings also provide insight into balance sheet composition, goodwill and intangible assets, and segment-level performance.
Form 8-K current reports are particularly important for tracking material events such as financing agreements, private offerings of common stock and warrants, issuance of senior secured convertible notes, and changes affecting warrant terms. For example, an 8-K filed in November 2025 describes a securities purchase agreement for senior secured convertible notes and rights to receive common stock, secured by substantially all personal property and assets of the company and its domestic subsidiaries.
Onfolio has also filed an S-1 registration statement to register shares of common stock issuable upon conversion of the notes and exercise of related rights. This document includes a company overview, acquisition criteria, business models, and detailed risk disclosures. Stock Titan’s platform surfaces these filings with AI-powered summaries that highlight key terms, capital structure impacts, and business implications, helping readers interpret complex sections such as covenants, security agreements, and registration rights.
In addition to core financial reports, users can monitor filings related to preferred stock, dividends, and equity issuances. Stock Titan also makes it easier to review insider-related information when reported in SEC documents and to understand how new financing arrangements interact with Onfolio’s strategy of scaling online businesses and building a diversified digital asset treasury.
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. is registering up to 36,201,104 shares of common stock for resale by selling stockholders. These shares include 32,727,273 shares issuable upon conversion of senior secured convertible notes and up to 3,473,831 shares issuable under related rights agreements. The notes are part of a private placement of up to $300.0 million in principal amount, with $6.0 million of initial notes issued that mature on November 17, 2027, bear 8% interest, and are initially convertible at $0.984 per share, subject to a $0.22 floor. Conversions and exercises are limited by a 4.99% beneficial ownership cap, and the company will not receive any proceeds from resales of these shares.
Onfolio acquires and operates a portfolio of online businesses spanning D2C eCommerce, B2B SEO and marketing services, and digital products. Recent actions include repaying multiple promissory notes and using approximately $2.44 million of initial note proceeds to purchase digital assets such as Ethereum, Solana and Bitcoin, adding exposure to cryptocurrency price movements alongside its core web-business strategy.
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) filed its Q3 2025 report, showing stronger top-line results but ongoing losses and tight liquidity. Q3 revenue was $2,742,033 (up from $2,011,772 a year ago), driven by services and digital product sales. Q3 net loss to common shareholders was $844,808, with operating loss of $268,067 and net other expense of $357,700 including investment impairments.
For the nine months, revenue reached $8,702,185 and operating loss was $1,560,131. Cash stood at $401,972 and total liabilities were $4,554,683 as of September 30, 2025. Preferred dividends accrued year-to-date were $343,956 (Q3: $144,105). The company disclosed “substantial doubt” about its ability to continue as a going concern, citing continued losses and limited cash, and noted it may seek additional financing. Shares outstanding were 5,868,135 as of November 14, 2025; common shares outstanding were 5,127,395 at September 30, 2025.
By segment in Q3, B2B contributed $1,741,842 of revenue and B2C $1,000,191. Gross profit improved to $1,771,200 as costs of revenue declined versus last year, but higher SG&A and interest expense kept results negative.
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.
Joel Arberman reported beneficial ownership of 524,404 shares of Onfolio Holdings, Inc., representing 9.28% of the company on a fully diluted basis. The filing states these holdings consist of 524,404 immediately exercisable warrants exercisable into an equal number of common shares, and the percent calculation uses 5,127,396 common shares outstanding plus the 524,404 shares assuming exercise. The statement affirms the securities were not acquired to change or influence control of the issuer. The filing lists Arberman’s U.S. citizenship and residential address in Delray Beach, Florida.