Every S-1 that Onfolio Holdings Inc. (ONFO) has filed with the SEC in the last 12 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 S-1 covers the registration statement a company files to sell shares publicly, 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. is registering up to 32,696,345 shares of common stock for resale by a single selling stockholder. These shares come from 31,636,364 shares issuable upon conversion of senior secured convertible notes and 1,059,981 shares tied to a crypto-linked rights agreement, both calculated at a $0.22 Floor Price.
The company will not receive proceeds from these resales. As of this prospectus, 5,863,215 shares are outstanding, while the Notes and Rights could ultimately allow issuance of up to 1,548,369,328 additional shares, which the company warns would cause extraordinary dilution. Onfolio also highlights Nasdaq minimum bid-price noncompliance, significant investments in volatile digital assets, and existing defaults under its Notes and registration rights covenants.
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. 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.