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.
Onfolio Holdings Inc. held a Special Meeting of Stockholders on April 6, 2026, where stockholders voted on several proposals. One matter received 3,032,690 votes for, or 97.21% of votes cast, with 86,961 against and 133 abstaining.
Another item received 2,108,013 votes for (96.44%), 75,913 against, 1,822 abstentions and 934,036 broker non-votes. A third proposal drew 2,969,031 votes for (95.17%), 106,028 against and 44,725 abstentions. A fourth matter received 1,962,516 votes for (89.79%), 222,299 against, 933 abstentions and 934,036 broker non-votes.
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. has called a virtual special meeting for April 6, 2026 to overhaul its capital structure. Stockholders are being asked to authorize a reverse stock split of the common stock at a ratio between 1‑for‑5 and 1‑for‑50, with exact timing and ratio left to the Board. The company currently has 5,863,215 common shares outstanding and is facing a Nasdaq minimum bid price deficiency, which the reverse split is intended to address.
Investors are also asked to approve issuing more than 19.99% additional common shares under up to $6,000,000 in convertible notes, which could convert into about 1,548,369,328 shares at the current floor price. A separate proposal would raise authorized common shares from 50,000,000 to 300,000,000, primarily to support a contemplated 50‑for‑1 stock split in the form of a stock dividend and to provide capacity for future financings and corporate uses. The Board recommends voting FOR all proposals.
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.