Onfolio Holdings (ONFOP) SEC Filings

Onfolio Holdings, Inc. (ONFO) is registering up to 105,223,881 common shares for resale by SZOP Opportunities I, LLC: 105,222,881 shares potentially issuable under its equity purchase facility and 1,000 commitment shares. The facility-share estimate uses $0.5227 per share, the October 20, 2026 closing price; actual issuances depend on then-current market prices. Onfolio receives no proceeds from resales, but may receive up to $100 million in gross proceeds from shares it elects to sell to SZOP under the facility, subject to facility conditions and effectiveness of the registration statement. Another 45,000,000 facility shares are not registered here and require additional registration statements to continue sales.

Net proceeds under the facility must allocate 25% to cryptocurrencies as a reserve asset and 75% to working capital and general corporate purposes; they cannot repay loans to executives or employees or pay related-party obligations. Onfolio had 2,499,248 common shares outstanding as of October 23, 2026. It reported $1,216,603 in stockholders’ equity for March 31, 2026, below Nasdaq’s $2,500,000 threshold; its compliance extension runs through November 23, 2026, with possible delisting if compliance is not evidenced when filing its 2026 Form 10-K.

Onfolio Holdings, Inc. and its subsidiary, Eastern Standard, LLC (the Maker), entered into a limited forbearance agreement with Eastern Standard, LLC, a Pennsylvania limited liability company (the Payee), following a failure to timely make certain payments under an $850,000 promissory note; Onfolio is guarantor. The note is secured by the Maker’s assets. The agreement requires a $450,000 initial payment by October 31, 2026, monthly payments of $60,000 beginning December 1, 2026, and a final payment of $45,754.29 on July 1, 2027. Total scheduled payments are $915,754.29, including principal, interest, a $20,000 late charge and other amounts owed.

After receipt of the initial payment, the Payee will forbear from certain remedies while monthly payments are made when due, subject to a ten-day cure period. If all scheduled payments are timely made, the note will be deemed paid in full, and the security interests and Onfolio’s guaranty will be released. If the initial payment is not made by October 31, 2026, or a monthly payment remains unpaid after the cure period, the Payee may exercise remedies under the note, security agreement and guaranty. The agreement does not extend the note’s maturity, and default interest continues to accrue.

Onfolio Holdings, Inc. is asking stockholders to authorize its board, if approved, to amend its certificate of incorporation and effect one or more reverse stock splits of all outstanding common shares at an aggregate ratio of up to 1-for-250, with the board selecting the ratio without another stockholder vote. The board could abandon the amendment before it becomes effective. The company says the proposal is intended to address Nasdaq’s $1.00 minimum bid price requirement, but warns the split may not sustain compliance and could reduce liquidity.

The special meeting is scheduled for November 5, 2026, and holders of record on September 23, 2026 may vote; 2,499,248 shares were outstanding on the record date. The board unanimously recommends voting for the reverse-split proposal and a separate adjournment proposal, which would allow additional proxy solicitation if support is insufficient. If implemented, authorized common shares would remain at 300,000,000 while outstanding shares decline; the company says future issuance of additional shares could dilute current stockholders.

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) is the issuer of common stock in which Alta Partners LLC reported beneficial ownership of 12,863 shares issuable upon exercise of warrants, representing 0.522% of the class.

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. (ONFO) reports sharply weaker results for the six months ended June 30, 2026. Total revenue fell to $3.36 million from $5.96 million a year earlier, while the net loss attributable to Onfolio widened to $7.06 million from $1.36 million. For common shareholders, the net loss was $7.31 million or $(58.86) per share. Revenue declined across both service and product categories as the B2C segment shrank significantly.

Liquidity and leverage deteriorated. Cash declined to $250,733 from $2.18 million, operating cash outflow was $1.45 million, and total assets fell to $7.79 million. Current liabilities of $9.60 million exceeded total assets, and a large $5.63 million derivative liability related to financing contributed to a stockholders’ deficit of $(1.82) million, down from positive equity of $3.91 million. The company also holds $1.33 million of digital assets, which declined in value and are pledged as collateral under senior secured convertible notes. Management states there is substantial doubt about the ability to continue as a going concern and indicates no formal plan is in place, while referencing potential future equity or debt financing.

Onfolio Holdings Inc. notified regulators that it will file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 after the due date. The company states it needs additional time to prepare and review its financial statements to ensure adequate disclosure.

Onfolio expects to submit the Form 10-Q within the 5-day extension period permitted under Rule 12b-25 for late quarterly filings.