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.
Onfolio Holdings, Inc. reports a beneficial holding by Joel Arberman of 350,000 immediately exercisable warrants. The filing states these warrants equate to 4.99% of the company's common stock on a calculated basis that uses 6,662,508 shares outstanding as of May 13, 2026 plus the 350,000 shares issuable upon exercise. The filing lists Mr. Arberman with sole voting and dispositive power over the 350,000 warrants and is signed and dated 06/10/2026.
This amendment clarifies Mr. Arberman’s warrant position and the percentage calculation; it does not state any transactions, exercises, or sales occurring on the filing date.
Onfolio Holdings Inc. has been notified by Nasdaq that it no longer meets a key continued listing requirement. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 in stockholders’ equity, but Onfolio’s latest quarterly report showed equity of $1,216,603, putting it below the threshold.
The company also does not currently meet Nasdaq’s alternative standards based on market value of listed securities or net income from continuing operations. Onfolio has 45 days, until July 10, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the notice date to restore equity levels if the plan is accepted. The notice does not immediately affect trading of its common stock on the Nasdaq Capital Market, but there is no assurance that any plan will be accepted or succeed, so there is an ongoing risk of suspension or delisting if compliance is not restored.
Onfolio Holdings Inc. reported sharply weaker results for the three months ended March 31, 2026, and raised substantial doubt about its ability to continue as a going concern. Revenue fell to $1.87 million from $2.81 million, driven by a steep drop in product and digital product sales.
The company generated a net loss attributable to common shareholders of $2.65 million, compared with $0.90 million a year earlier, as interest expense, digital asset fair value losses and derivative valuation losses significantly increased other expenses. Total assets declined to $8.99 million, while total liabilities rose to $7.77 million, leaving total stockholders’ equity at just $1.22 million and a deficit for common shareholders.
Onfolio also holds $1.61 million of digital assets, largely pledged as collateral for $6.0 million of Senior Secured Convertible Notes that carry a variable conversion feature recorded as a sizeable derivative liability. Cash fell to $0.84 million, and operating activities used $0.84 million of cash in the quarter, underscoring tight liquidity and dependence on future financing or improved profitability.
Onfolio Holdings Inc. reported a change to its corporate charter that expands how many shares it can issue in the future. On May 8, 2026, the company filed a Certificate of Amendment in Delaware increasing authorized common stock from 50,000,000 shares to 300,000,000 shares.
This amendment does not itself issue any new shares but significantly enlarges the pool the company may use later for capital raises, acquisitions, equity compensation, or other corporate purposes. The full Certificate of Amendment is included as an exhibit to the report.
Onfolio Holdings Inc. reported that director Robert Lipstein has notified the Chair of the Board of his intention to resign from the Board, effective May 31, 2026. The company states that his resignation is not due to any disagreement with the company, its management, the Board, or any Board committee.
Onfolio attached Mr. Lipstein’s resignation letter as Exhibit 17.1 to this report. The filing was signed on behalf of the company by Chief Executive Officer Dominic Wells.
Onfolio Holdings Inc. has entered into a $100 million Equity Purchase Facility Agreement with an institutional investor. The facility offers flexible, discretionary capital to fund working capital needs, acquisitions of cash-generative online businesses, and incremental growth of the company’s digital asset reserve.
Management frames the facility as support for a strategy built around an AI-native operating model, following the company’s first positive EBITDA year. Onfolio plans to plug acquired businesses into its AI infrastructure, expand high-margin managed AI services, and enhance AI-driven margin improvements across both B2B and B2C portfolio companies.