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.
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.