Onfolio Holdings Inc. filings document the public-company record of an owner-operator of cash-generative online businesses. The company's 8-K reports cover material events such as Nasdaq compliance notices, director changes, equity purchase facility agreements and stockholder voting results.
ONFO regulatory filings also include Securities Act registration amendments, proxy materials and capital-structure disclosures involving common stock, warrants, convertible promissory notes and share-issuance approvals under Nasdaq rules. These documents describe governance procedures, meeting proposals, offering mechanics, listing standards, emerging growth company and smaller reporting company status, and risk-related disclosures tied to financing and portfolio operations.
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. is asking stockholders to vote at its August 6, 2026 virtual annual meeting on five key proposals. Stockholders will elect four directors, ratify Astra Audit & Advisory, LLC as auditor for 2026, and consider an equity financing tied to Nasdaq rules.
The company seeks approval under Nasdaq Listing Rule 5635(d) for potential issuance of more than 19.99% of outstanding common stock under an April 10, 2026 equity purchase facility at prices below the Nasdaq “Minimum Price.” It also proposes doubling authorized common stock from 300,000,000 to 600,000,000 shares and authorizing adjournments to solicit additional proxies.
Holders of common stock at the June 12, 2026 record date, when 7,040,328 shares were outstanding, may vote one share per vote. Directors and executive officers as a group beneficially own about 26.2% of the common stock. The Board recommends voting “FOR” all nominees and “FOR” Proposals 2–5.
Onfolio Holdings, Inc. reports a beneficial holding by Joel Arberman of 350,000 immediately exercisable warrants. The filing states these warrants equate to 4.99% of the company's common stock on a calculated basis that uses 6,662,508 shares outstanding as of May 13, 2026 plus the 350,000 shares issuable upon exercise. The filing lists Mr. Arberman with sole voting and dispositive power over the 350,000 warrants and is signed and dated 06/10/2026.
This amendment clarifies Mr. Arberman’s warrant position and the percentage calculation; it does not state any transactions, exercises, or sales occurring on the filing date.
Onfolio Holdings Inc. has scheduled its 2026 virtual Annual Meeting of Stockholders for August 6, 2026 at 10:00 a.m. Eastern Time, to be conducted exclusively via live webcast. The Board seeks shareholder approval for four directors, ratification of Astra Audit & Advisory, LLC as auditors, Nasdaq approval for the Equity Facility (the potential issuance of more than 19.99% of outstanding common stock at below‑minimum price), and an amendment to increase authorized common shares from 300,000,000 to 600,000,000. The record date for voting is June 12, 2026. Materials (Proxy Statement and 2025 Annual Report on Form 10‑K) were made available beginning on or about June 18, 2026. The Board recommends a vote FOR all nominees and proposals.
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 sharply weaker results for the three months ended March 31, 2026, and raised substantial doubt about its ability to continue as a going concern. Revenue fell to $1.87 million from $2.81 million, driven by a steep drop in product and digital product sales.
The company generated a net loss attributable to common shareholders of $2.65 million, compared with $0.90 million a year earlier, as interest expense, digital asset fair value losses and derivative valuation losses significantly increased other expenses. Total assets declined to $8.99 million, while total liabilities rose to $7.77 million, leaving total stockholders’ equity at just $1.22 million and a deficit for common shareholders.
Onfolio also holds $1.61 million of digital assets, largely pledged as collateral for $6.0 million of Senior Secured Convertible Notes that carry a variable conversion feature recorded as a sizeable derivative liability. Cash fell to $0.84 million, and operating activities used $0.84 million of cash in the quarter, underscoring tight liquidity and dependence on future financing or improved profitability.
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.