[Form 4] Onfolio Holdings Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filed for Onfolio Holdings, Inc. (ticker: ONFOW) shows that director Andrew Lawrence received a stock option award on 03/25/2025 under the Company’s 2020 Equity Incentive Plan. The award covers 30,000 options with an exercise price of $1.10 per share. According to the filing, 15,000 options vested immediately and the remaining 15,000 options vest on December 31, 2025, subject to continued service and possible forfeiture. The filing reports the reporting person beneficially owns 45,000 shares/options following the transaction. The Form is signed by the reporting person on 08/15/2025.

Positive

• Immediate vesting of 15,000 options aligns a portion of the director’s incentives with shareholders
• Award granted under the 2020 Equity Incentive Plan, indicating a formal compensation framework
• Reporting person’s beneficial ownership increased to 45,000, improving alignment with company performance

Negative

• Remaining 15,000 options are subject to continued service and forfeiture, so full benefit is conditional

Insights

Securities Analyst

TL;DR: Director received a 30,000-option award with half vesting immediately and half vesting by year-end 2025; exercise price $1.10.

The grant increases the reporting person’s beneficial position to 45,000 shares/options and was issued under the company’s 2020 Equity Incentive Plan. Immediate vesting of 15,000 options partially aligns director incentives with shareholders today, while the remaining 15,000 are time‑based and conditioned on continued service through December 31, 2025. The award is subject to forfeiture and carries a $1.10 exercise price. For investors, this is a routine insider compensation event rather than a transaction tied to M&A or financing.

Corporate Governance Expert

TL;DR: This is a standard director option grant with staggered vesting and service conditions; no unusual terms disclosed.

The grant was made pursuant to the 2020 Equity Incentive Plan and includes customary service-based vesting and forfeiture provisions. The filing does not disclose any accelerated vesting triggers, change-in-control conditions, or hedging arrangements. The timely disclosure via Form 4 and the signature on 08/15/2025 are consistent with Section 16 reporting requirements. Governance implications are routine: the award is a retention and alignment tool rather than a governance concern.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lawrence Andrew John

(Last) (First) (Middle)

1007 NORTH ORANGE STREET, 4TH FLOOR

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Onfolio Holdings, Inc [ ONFO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1.1	03/25/2025		A		30,000(1)		(1)	03/24/2035	Common Stock	30,000	$0	45,000	D

Explanation of Responses:

1. Represents an option award pursuant to the Company's 2020 Equity Incentive Plan. 15,000 options vested immediately and the remaining 15,000 vest on December 31, 2025. Subject to continued service with the Company through the applicable vesting dates. This award is subject to forfeiture.

	/s/ Andrew Lawrence	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Onfolio Holdings director Andrew Lawrence report on Form 4 (ONFOW)?

The Form 4 reports a 30,000-option award granted 03/25/2025 with an exercise price of $1.10; 15,000 vested immediately and 15,000 vest on December 31, 2025.

How many options/shares does the reporting person own after this Form 4?

The filing shows the reporting person beneficially owns 45,000 (options/shares) following the reported transaction.

Under what plan was the option award made?

The award was granted pursuant to the company’s 2020 Equity Incentive Plan.

Are there service or forfeiture conditions on the award?

Yes, the award is subject to continued service through applicable vesting dates and is subject to forfeiture.

What is the exercise price and are any special terms disclosed?

The exercise price is $1.10 per option. The filing does not disclose any accelerated vesting, change-in-control provisions, or special hedging arrangements.