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Onfolio restores Nasdaq $1 bid price compliance

Onfolio Holdings, Inc. (ONFO) reports that it has regained compliance with The Nasdaq Stock Market’s minimum bid price requirement.

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Nasdaq compliance restored: Onfolio regained compliance with Nasdaq Listing Rule 5550(a)(2) after its stock closed at or above $1.00 for at least 10 consecutive business days, and Nasdaq has confirmed the listing compliance matter is now closed.

Negative

  • None.

Insights

Analyzing...

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) minimum closing bid price for continued listing
Non-compliance notice date July 2, 2026 Date Nasdaq notified Onfolio its stock failed to maintain the $1.00 minimum bid price over 30 consecutive business days
Compliance measurement window 12 consecutive business days From August 10, 2026 to August 25, 2026, closing bid at or above $1.00 per share
Consecutive days at or above requirement at least 10 business days Period Nasdaq required the closing bid price to be at or above $1.00 per share to restore compliance
Press release date August 27, 2026 Date Onfolio announced it had regained compliance with Nasdaq Listing Rule 5550(a)(2)
Nasdaq Listing Rule 5550(a)(2) regulatory
"regained compliance with Nasdaq Listing Rule 5550(a)(2), which, among other things"
minimum bid price market
"failed to maintain a minimum bid price of $1.00 over the previous 30"
The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.
reverse-split financial
"We enacted our reverse-split two weeks ago specifically to regain Nasdaq"
A reverse-split is a corporate action that reduces the number of a company's outstanding shares by combining multiple existing shares into a smaller number of proportionally more valuable shares (for example, every ten shares become one). It leaves the company’s total ownership value the same (ignoring market reactions) but raises the share price and changes per-share figures, like earnings per share; think of it as cutting a pizza into fewer, larger slices. Investors care because it affects trading liquidity, per-share metrics, and sometimes compliance with listing rules.
forward-looking statements regulatory
"may contain forward-looking statements within the meaning of the Private"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What Nasdaq listing issue did ONFO face and how was it triggered?

Onfolio Holdings Inc. (ONFO) received notice on July 2, 2026 from Nasdaq that its common stock failed to maintain the required $1.00 minimum bid price over the previous 30 consecutive business days, putting its Nasdaq Capital Market listing at risk.

How did ONFO regain compliance with Nasdaq’s minimum bid price rule?

Onfolio regained compliance after Nasdaq determined that from August 10–25, 2026 its common stock’s closing bid price was at or above $1.00 per share for 12 consecutive business days, satisfying Nasdaq Listing Rule 5550(a)(2).

What specific Nasdaq rule is ONFO now compliant with?

Onfolio is now compliant with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share for continued listing on the Nasdaq Capital Market. Nasdaq has stated that it considers the compliance matter closed.

When did ONFO announce the restoration of Nasdaq compliance?

Onfolio announced the restoration of Nasdaq compliance in a press release dated August 27, 2026. Nasdaq confirmed that the company had satisfied the minimum bid price requirement and that it considered the listing matter closed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

(Amendment No. )

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 26, 2026

 

ONFOLIO HOLDINGS INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-41466   37-1978697

(State or other jurisdiction of

incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer

Identification Number)

 

1007 North Orange Street, 4th Floor, Wilmington, Delaware   19801
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (682) 990-6920

 

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value per share   ONFO   Nasdaq Capital Market
Warrants To Purchase Common Stock   ONFOW   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On July 2, 2026, Onfolio Holdings Inc. (the “Company”) received notice from The NASDAQ Stock Market that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. Since then, Nasdaq Listing Qualifications Staff has determined that for the last 12 consecutive business days, from August 10, 2026, to August 25, 2026, the closing bid price of the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.

 

Item 8.01. Other Events.

 

The disclosure contained in Item 3.01 of this Current Report on Form 8-K is incorporated by reference in this Item 8.01.

 

On August 27, 2026, the Company issued a press release announcing that it regained compliance with Listing Rules of The Nasdaq Stock Market. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release Dated August 27, 2026
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ONFOLIO HOLDINGS INC.
     
Date: August 27, 2026 By: /s/ Dominic Wells
    Dominic Wells,
    Chief Executive Officer

 

2

 

Exhibit 99.1

 

Onfolio Holdings Regains Compliance with Nasdaq Minimum Bid Price Requirement

 

WILMINGTON, Del., August 27, 2026 (GLOBE NEWSWIRE) -- Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (OTC: ONFOP) (the “Company” or “Onfolio”), an owner-operator of cash-generative online businesses, today announced that it has received written notification from The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which, among other things, requires a minimum closing bid price of $1.00 per share.

 

The Company had previously received notice from Nasdaq that its common stock had failed to maintain the minimum bid price requirement. Since that notification, the Company’s closing bid price has remained at or above $1.00 per share for a minimum of ten consecutive business days, satisfying Nasdaq’s minimum bid price requirement for continued listing. Nasdaq considers the matter closed at this time.

 

“We enacted our reverse-split two weeks ago specifically to regain Nasdaq compliance,” said Dominic Wells, Chief Executive Officer of Onfolio. “With that compliance restored, we can focus on our growth and acquisition strategy and put this compliance matter behind us.”

 

ABOUT ONFOLIO HOLDINGS

 

Onfolio Holdings Inc. (Nasdaq: ONFO) is an owner-operator of cash-generative online businesses. The Company acquires and operates profitable online businesses across diverse verticals, including marketing, education, and e-commerce, with a focus on sustainable cash flow and long-term value creation. The Company uses AI across its operations to improve acquired businesses, build internal tools, and develop AI-powered products.

 

Visit www.onfolio.com for more information.

 

FORWARD-LOOKING STATEMENTS

 

The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words “may,” “will,” “should,” “plans,” “explores,” “expects,” “anticipates,” “continues,” “estimates,” “projects,” “intends,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, the Company’s ability to maintain compliance with Nasdaq’s continued listing requirements, market conditions affecting the trading price of the Company’s common stock, general economic and business conditions, those events and factors described by us in Item 1.A “Risk Factors” in our most recent Form 10-K and Form 10-Q; other risks to which our Company is subject; other factors beyond the Company’s control. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

INVESTOR CONTACT

 

investors@onfolio.com

 

 

Filing Exhibits & Attachments

5 documents