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

Rhea-AI Filing Summary

Robert J. Lipstein, a director of Onfolio Holdings, Inc. (ticker: ONFOW), was granted a stock option award under the company's 2020 Equity Incentive Plan on 03/25/2025. The option covers 30,000 shares of common stock with a $1.10 exercise price and a 03/24/2035 expiration. Fifteen thousand options vested immediately; the remaining 15,000 vest on 12/31/2025 and are subject to continued service and forfeiture conditions. After the grant, Mr. Lipstein beneficially owns 45,000 shares/options in total. The filing is a routine Section 16 disclosure by an insider reflecting compensation-related equity awards rather than open-market purchases or sales.

Positive

• Alignment with shareholders through equity compensation that ties director remuneration to long-term share performance
• Partial immediate vesting grants some immediate alignment while preserving retention incentives for the company

Negative

• Potential dilution from 30,000 additional options exercisable at $1.10, which increases outstanding potential share count
• Vesting contingent on continued service, meaning the award may be forfeited if service conditions are not met (limiting predictability of outstanding shares)

Insights

Corporate Governance Expert

TL;DR: Routine director equity award with standard time-based vesting; governance norms appear followed.

The Form 4 documents a 30,000-share option grant to a company director at a $1.10 strike, with 15,000 shares vested immediately and the remainder vesting by 12/31/2025, subject to continued service. This is consistent with standard director compensation practices aimed at aligning long-term interests with shareholders. The ten-year term and service-based vesting are customary. The filing discloses beneficial ownership increase to 45,000 shares/options, which improves alignment without indicating transactional liquidity or insider selling.

Securities Analyst

TL;DR: Non-market insider award; materiality is low but relevant for cap table and dilution.

From an investor perspective, the award increases potential dilution by 30,000 options exercisable at $1.10 through 2035. The immediate vesting of half the grant provides current economic alignment while the remainder remains time-vested. The Form 4 clarifies ownership position but contains no cash proceeds, sales, or transfers. This disclosure is informational and does not indicate change in insider confidence via market activity.

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^*

Lipstein Robert J

(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/ Robert J. Lipstein	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 Robert J. Lipstein report on Form 4 (ONFOW)?

The Form 4 reports a stock option grant for 30,000 shares at a $1.10 exercise price, dated 03/25/2025, with a 03/24/2035 expiration.

How many of the options vested immediately and when do the rest vest?

15,000 options vested immediately and the remaining 15,000 vest on 12/31/2025, subject to continued service.

What is Mr. Lipstein's total beneficial ownership after the reported transaction?

The filing shows Mr. Lipstein beneficially owns a total of 45,000 shares/options following the reported transaction.

Is this Form 4 reporting a sale or cash transaction by the insider?

No. The filing documents an equity award (option grant) and not an open-market purchase or sale generating cash proceeds.

What plan governs the option award?

The award is granted pursuant to the company's 2020 Equity Incentive Plan as stated in the filing.