Every 8-K that ONFOLIO HLDGS INC PFD A (ONFOP) has filed with the SEC in the last 24 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 8-K covers material events a company has to report between its quarterly reports, so if you follow ONFOP 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 ONFOP filings page.
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. held its 2026 Annual Meeting of Stockholders on August 6, 2026. As of June 12, 2026, there were 7,040,328 shares of common stock outstanding, with 3,533,558 shares represented, constituting a quorum. Stockholders elected four directors—Dominic Wells, Andrew Lawrence, David McKeegan, and Mark N. Schwartz—to serve until the 2027 annual meeting. They ratified the appointment of Astra Audit & Advisory, LLC as independent registered public accountants for fiscal 2026.
Stockholders also approved, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance of more than 19.99% of the company’s common stock under an equity purchase facility agreement dated April 10, 2026, at a price below the defined “Minimum Price.” In addition, they approved an amendment to increase authorized common shares from 300,000,000 to 600,000,000 and authorized potential adjournments to solicit additional proxies for the equity facility and share increase proposals.
Onfolio Holdings Inc. approved and implemented a 1-for-50 Reverse Stock Split of its common stock, effective as of 12:00 a.m. Eastern Time on August 10, 2026. Every 50 shares of issued and outstanding common stock are being automatically reclassified into 1 new share, while the par value remains $0.001 per share. No fractional shares will be issued; any fractional positions will be rounded up to the nearest whole share, causing only minor percentage ownership changes from rounding.
The split applies uniformly to all stockholders, with proportional adjustments to shares underlying outstanding equity awards, warrants (including publicly traded warrants), convertible notes, and shares available under stock incentive plans and certain agreements. Authorized preferred stock of 5,000,000 shares, including 1,000,000 Series A Preferred, and their par values are unchanged. The company states the Reverse Stock Split is intended to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement and may improve the marketability and liquidity of the common stock. Post-split, the common stock will continue trading on the Nasdaq Capital Market under the symbol ONFO, and the publicly traded warrants under ONFOW.
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. 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 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.
Onfolio Holdings Inc. reported that director Robert Lipstein has notified the Chair of the Board of his intention to resign from the Board, effective May 31, 2026. The company states that his resignation is not due to any disagreement with the company, its management, the Board, or any Board committee.
Onfolio attached Mr. Lipstein’s resignation letter as Exhibit 17.1 to this report. The filing was signed on behalf of the company by Chief Executive Officer Dominic Wells.
Onfolio Holdings Inc. has entered into a $100 million Equity Purchase Facility Agreement with an institutional investor. The facility offers flexible, discretionary capital to fund working capital needs, acquisitions of cash-generative online businesses, and incremental growth of the company’s digital asset reserve.
Management frames the facility as support for a strategy built around an AI-native operating model, following the company’s first positive EBITDA year. Onfolio plans to plug acquired businesses into its AI infrastructure, expand high-margin managed AI services, and enhance AI-driven margin improvements across both B2B and B2C portfolio companies.