Onfolio Holdings, Inc (ONFOW) SEC Filings

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.

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. is asking stockholders to vote at its August 6, 2026 virtual annual meeting on five key proposals. Stockholders will elect four directors, ratify Astra Audit & Advisory, LLC as auditor for 2026, and consider an equity financing tied to Nasdaq rules.

The company seeks approval under Nasdaq Listing Rule 5635(d) for potential issuance of more than 19.99% of outstanding common stock under an April 10, 2026 equity purchase facility at prices below the Nasdaq “Minimum Price.” It also proposes doubling authorized common stock from 300,000,000 to 600,000,000 shares and authorizing adjournments to solicit additional proxies.

Holders of common stock at the June 12, 2026 record date, when 7,040,328 shares were outstanding, may vote one share per vote. Directors and executive officers as a group beneficially own about 26.2% of the common stock. The Board recommends voting “FOR” all nominees and “FOR” Proposals 2–5.