Here are the S-1 registration statements from Onfolio Holdings Inc PFD A (ONFOP) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An S-1 covers the registration statement a company files to sell shares publicly, 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) 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. 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.