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. received an updated ownership report from investor Dominic Benjamin James Wells, who reports beneficial ownership of 1,716,931 Onfolio common shares and warrants, representing 27% of the company’s common stock.
The stake consists of 1,240,000 common shares plus 476,931 immediately exercisable warrants. The percentage is based on 5,868,135 common shares outstanding as of November 14, 2025, plus the shares underlying the exercisable warrants. Wells has sole voting and dispositive power over all reported securities.
ATW Digital Assets XI LLC and related ATW funds and managers reported beneficial ownership of 569,077 shares of Onfolio Holdings, Inc. common stock, representing 9.9% of the class.
The position comes from senior secured convertible debt and rights to receive common shares, all subject to a 9.99% ownership blocker that limits how much can be converted or exercised. The ownership is reported on a Schedule 13G, indicating the securities are not held for the purpose of changing or influencing control of Onfolio. The filing notes Onfolio had 5,127,396 shares outstanding as of January 26, 2026, and each reporting person disclaims beneficial ownership beyond any pecuniary interest.
Onfolio Holdings Inc. filed an amended S-1 to register up to 36,201,104 shares of common stock for resale by a single selling stockholder. These shares come from the potential conversion of senior secured convertible notes and the issuance of related rights tied to digital asset purchases.
The notes have an initial principal of $6.0 million, are convertible at an initial price of $0.984 per share with a $0.22 floor price, and mature on November 17, 2027. Separate rights can deliver additional shares equal to 20% of specified cryptocurrency and digital asset purchases. Onfolio will not receive any proceeds from the resale of these registered shares. The company operates a diversified portfolio of online businesses across D2C eCommerce, B2B SEO and marketing services, and B2B digital products and has recently used proceeds from the private placement to repay debt and acquire digital assets such as Ethereum, Solana and Bitcoin.
Onfolio Holdings Inc. has called a special shareholder meeting to approve several major capital structure changes. Shareholders are asked to authorize the board to implement one or more reverse stock splits of the common stock at a ratio between 1‑for‑5 and 1‑for‑50 within one year, primarily to address a Nasdaq minimum bid price deficiency and support continued listing. As of January 22, 2026, the company had 5,868,165 common shares outstanding.
Investors are also being asked to approve, under Nasdaq Rule 5635(d), the potential issuance of more than 19.99% of outstanding common shares upon conversion of $6,000,000 of convertible notes issued November 17, 2025; based on the current floor price, these notes are convertible into 6,122,449 shares, with the conversion price subject to adjustment. Another proposal would increase authorized common shares from 50,000,000 to 300,000,000, expanding total authorized capital to 305,000,000 shares and enabling a potential 50‑for‑1 stock split in the form of a stock dividend, as well as future financings and other corporate uses. Shareholders will also vote on an adjournment authority to solicit additional proxies if needed.
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. 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.