[8-K] Onfolio Holdings Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

Onfolio Holdings Inc. held its 2025 Annual Meeting on August 7, 2025. As of June 10, 2025 the company reported 5,127,396 shares outstanding and 3,516,017 shares were represented at the meeting, constituting a quorum for voting.

The board slate was elected: Dominic Wells received 2,267,575 votes for (only 16 withheld), while Andrew Lawrence, David McKeegan, Robert J. Lipstein and Mark N. Schwartz received between 2,029,616 and 2,058,319 votes for with withheld votes ranging from 212,151 to 237,975. There were 1,248,426 broker non-votes.

Shareholders also ratified the appointment of Astra Audit & Advisory, LLC as independent registered public accounting firm by a vote of 3,475,402 for, 40,612 against and 3 abstentions.

Positive

• Quorum achieved: 3,516,017 shares represented, validating shareholder votes
• Auditor ratified: Astra Audit & Advisory approved with 3,475,402 votes for

Negative

• High broker non-votes: 1,248,426 broker non-votes reduced the effective voting pool
• Withheld votes on directors: Several directors had significant withheld votes (up to 237,975), which may indicate shareholder disengagement or concerns

Insights

Corporate Governance Expert

TL;DR: Routine annual meeting with full quorum; director elections passed but notable broker non-votes and withheld votes merit attention.

The meeting resulted in the full board slate being elected, indicating continuity in governance. A quorum of 3,516,017 shares validated the votes. However, the presence of 1,248,426 broker non-votes (about 24% of outstanding shares) reduced the effective voting base on director elections, and several directors received meaningful withheld votes (up to 237,975), which can signal shareholder concerns or passive voting effects. The auditor ratification passed overwhelmingly.

Audit/Financial Analyst

TL;DR: Auditor ratification passed decisively; votes confirm routine oversight but high broker non-votes limit shareholder engagement.

The vote to ratify Astra Audit & Advisory, LLC was approved with 3,475,402 votes in favor versus 40,612 against, which is a strong endorsement of the appointment. From a financial oversight perspective, that is positive. Yet the substantial broker non-vote tally and several hundred-thousand withheld votes on director elections suggest lower active shareholder participation that could affect future governance actions requiring shareholder approval.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 7, 2025

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 5.07 Submission of Matters to a Vote of Security Holders  

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Onfolio Holdings Inc. (the “Company”) was held on August 7, 2025. As of the close of business on June 10, 2025, the Company had outstanding 5,127,396 shares of common stock, of which 3,516,017 shares were represented at the meeting by proxy and in person; accordingly, a quorum was constituted. The matters voted upon and the final results of the voting were as follows:

Proposal 1:  Election of Directors

The following persons were elected to the Board of Directors to serve until the 2025 Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified:

Name		Votes For				Votes Withheld				Abstain				Broker Non-votes
Dominic Wells			2,267,575				16				—				1,248,426
Andrew Lawrence			2,058,319				209,272				—				1,248,426
David McKeegan			2,055,440				212,151				—				1,248,426
Robert J. Lipstein			2,029,616				237,975				—				1,248,426
Mark N. Schwartz			2,055,427				212,164				—				1,248,426

Proposal 2:  Ratification of the appointment of Astra Audit & Advisory, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025

The following votes were cast with respect to Proposal 2.  The proposal was approved.

For				Against				Abstain				Broker Non-votes
	3,475,402				40,612				3				—

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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 11, 2025
	By:	/s/ Dominic Wells
		Dominic Wells,
		Chief Executive Officer

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FAQ

What were the voting results for Onfolio (ONFOW) director elections?

The slate was elected with Dominic Wells receiving 2,267,575 votes for; other directors received between 2,029,616 and 2,058,319 votes for, with withheld votes ranging from 16 to 237,975.

How many shares were outstanding and represented at the Onfolio annual meeting?

As of June 10, 2025 Onfolio reported 5,127,396 shares outstanding and 3,516,017 shares were represented at the meeting.

Was the appointment of the auditor ratified for Onfolio?

Yes. Shareholders ratified Astra Audit & Advisory, LLC with 3,475,402 votes for, 40,612 against and 3 abstentions.

How many broker non-votes occurred at the Onfolio meeting?

There were 1,248,426 broker non-votes reported for the director elections.

Do the voting results indicate a change in control at Onfolio?

No. The document shows the incumbent slate was elected and the auditor was ratified; it does not report any change in control.