Onfolio Holdings Inc. held a Special Meeting of Stockholders on April 6, 2026, where stockholders voted on several proposals. One matter received 3,032,690 votes for, or 97.21% of votes cast, with 86,961 against and 133 abstaining.
Another item received 2,108,013 votes for (96.44%), 75,913 against, 1,822 abstentions and 934,036 broker non-votes. A third proposal drew 2,969,031 votes for (95.17%), 106,028 against and 44,725 abstentions. A fourth matter received 1,962,516 votes for (89.79%), 222,299 against, 933 abstentions and 934,036 broker non-votes.
Onfolio Holdings Inc. is registering up to 32,696,345 shares of common stock for resale by a single selling stockholder. These shares come from 31,636,364 shares issuable upon conversion of senior secured convertible notes and 1,059,981 shares tied to a crypto-linked rights agreement, both calculated at a $0.22 Floor Price.
The company will not receive proceeds from these resales. As of this prospectus, 5,863,215 shares are outstanding, while the Notes and Rights could ultimately allow issuance of up to 1,548,369,328 additional shares, which the company warns would cause extraordinary dilution. Onfolio also highlights Nasdaq minimum bid-price noncompliance, significant investments in volatile digital assets, and existing defaults under its Notes and registration rights covenants.
Onfolio Holdings Inc. has called a virtual special meeting for April 6, 2026 to overhaul its capital structure. Stockholders are being asked to authorize a reverse stock split of the common stock at a ratio between 1‑for‑5 and 1‑for‑50, with exact timing and ratio left to the Board. The company currently has 5,863,215 common shares outstanding and is facing a Nasdaq minimum bid price deficiency, which the reverse split is intended to address.
Investors are also asked to approve issuing more than 19.99% additional common shares under up to $6,000,000 in convertible notes, which could convert into about 1,548,369,328 shares at the current floor price. A separate proposal would raise authorized common shares from 50,000,000 to 300,000,000, primarily to support a contemplated 50‑for‑1 stock split in the form of a stock dividend and to provide capacity for future financings and corporate uses. The Board recommends voting FOR all proposals.
Onfolio Holdings, Inc. received an updated ownership report from investor Dominic Benjamin James Wells, who reports beneficial ownership of 1,716,931 Onfolio common shares and warrants, representing 27% of the company’s common stock.
The stake consists of 1,240,000 common shares plus 476,931 immediately exercisable warrants. The percentage is based on 5,868,135 common shares outstanding as of November 14, 2025, plus the shares underlying the exercisable warrants. Wells has sole voting and dispositive power over all reported securities.
ATW Digital Assets XI LLC and related ATW funds and managers reported beneficial ownership of 569,077 shares of Onfolio Holdings, Inc. common stock, representing 9.9% of the class.
The position comes from senior secured convertible debt and rights to receive common shares, all subject to a 9.99% ownership blocker that limits how much can be converted or exercised. The ownership is reported on a Schedule 13G, indicating the securities are not held for the purpose of changing or influencing control of Onfolio. The filing notes Onfolio had 5,127,396 shares outstanding as of January 26, 2026, and each reporting person disclaims beneficial ownership beyond any pecuniary interest.
Onfolio Holdings Inc. filed an amended S-1 to register up to 36,201,104 shares of common stock for resale by a single selling stockholder. These shares come from the potential conversion of senior secured convertible notes and the issuance of related rights tied to digital asset purchases.
The notes have an initial principal of $6.0 million, are convertible at an initial price of $0.984 per share with a $0.22 floor price, and mature on November 17, 2027. Separate rights can deliver additional shares equal to 20% of specified cryptocurrency and digital asset purchases. Onfolio will not receive any proceeds from the resale of these registered shares. The company operates a diversified portfolio of online businesses across D2C eCommerce, B2B SEO and marketing services, and B2B digital products and has recently used proceeds from the private placement to repay debt and acquire digital assets such as Ethereum, Solana and Bitcoin.
Joel Arberman reported beneficial ownership of 524,404 shares of Onfolio Holdings, Inc., representing 9.28% of the company on a fully diluted basis. The filing states these holdings consist of 524,404 immediately exercisable warrants exercisable into an equal number of common shares, and the percent calculation uses 5,127,396 common shares outstanding plus the 524,404 shares assuming exercise. The statement affirms the securities were not acquired to change or influence control of the issuer. The filing lists Arberman’s U.S. citizenship and residential address in Delray Beach, Florida.
Onfolio Holdings Inc. registers 6,199,863 shares of common stock issuable upon the exercise of warrants, including 6,117,250 shares tied to publicly-traded warrants and 82,613 shares tied to the representative’s warrants.
The publicly-traded warrants are exercisable at $5.00 per share and the representative’s warrants at $5.50, each exercisable immediately and exercisable at any time up to August 30, 2027. If all warrants are exercised for cash at the stated exercise prices, the company would receive approximately $31,040,622 in gross proceeds. The prospectus shows 5,127,395 shares outstanding before this offering and 11,327,258 shares outstanding after giving effect to full exercise, assuming cash exercises.
Onfolio Holdings, Inc. discloses a wide range of business and financial risks tied to its strategy of acquiring and operating online businesses and providing AI/SEO and digital marketing services. The company reports operating losses since inception and an auditor’s substantial doubt about its ability to continue as a going concern. It expects additional capital needs that may not be available on acceptable terms and warns of possible dilution from future equity issuances. Key operational risks include limited operating history of many acquired sites, integration and personnel loss after acquisitions, weak internal controls, cybersecurity and data-privacy exposures, dependence on search-engine algorithms, and marketplace concentration that could limit liquidity in its securities. The filing also notes industry-specific opportunities and risks, including growth in AI SEO and digital marketing, consolidation in dental services affecting DDS Rank, and risks from AI errors or data leaks.
Mark N. Schwartz, a director of Onfolio Holdings, Inc. (ticker: ONFOW), was granted a stock option on 03/25/2025 to purchase 30,000 shares of the company’s common stock at a $1.10 exercise price. The option expires 03/24/2035. Per the filing, 15,000 of the options vested immediately and the remaining 15,000 vest on December 31, 2025, subject to continued service and possible forfeiture. Following the reported transaction the filing shows beneficial ownership of 45,000 shares (derivative), reported as direct ownership.