Arberman Reports 9.28% Fully Diluted Stake in Onfolio (524,404 warrants)

Joel Arberman reported beneficial ownership of 524,404 shares of Onfolio Holdings, Inc., representing 9.28% of the company on a fully diluted basis.

Rhea-AI Filing Summary

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.

Positive

• Material disclosure of beneficial ownership equal to 524,404 shares (warrants) representing 9.28% on a fully diluted basis
• Clear certification that the securities were not acquired to influence control, consistent with Schedule 13G filing criteria
• Detailed voting and dispositive power lines showing sole voting and sole dispositive power over the reported securities

Negative

• None.

Insights

Financial Analyst

TL;DR: A reported 9.28% fully diluted stake via immediately exercisable warrants is material but not necessarily control-changing.

The filing discloses a near-10% economic exposure to Onfolio Holdings through 524,404 immediately exercisable warrants. For investors this is material because it increases potential share count if exercised, diluting existing holders and concentrating economic interest with a single holder. The filing contains no indicators of coordinated group activity or intent to seek control and includes the standard certification that holdings are not for control-change purposes. No purchase price, acquisition date, or transaction detail is provided, limiting assessment of cost basis or timing risk.

Corporate Governance Expert

TL;DR: Disclosure is straightforward and complete for Schedule 13G purposes; governance risk appears limited based on the statement.

Arberman’s disclosure of sole voting and dispositive power over 524,404 shares (via warrants) not only notifies the market of concentrated potential voting power but also fulfills regulatory transparency requirements. The certification that the position is not held to influence control reduces immediate governance concern. The filing lacks additional context such as agreements, pledges, or group members, so further diligence would be required to confirm no related arrangements exist.

FAQ

What stake in Onfolio Holdings (ONFOW) does Joel Arberman report?

Joel Arberman reports beneficial ownership of 524,404 shares (via immediately exercisable warrants), representing 9.28% on a fully diluted basis.

Are Arberman’s holdings common stock or warrants?

The filing states the holdings are 524,404 immediately exercisable warrants to purchase 524,404 shares of common stock.

Does the filing indicate an intent to influence control of Onfolio Holdings?

No. The certification states the securities were not acquired and are not held to change or influence control of the issuer.

What basis was used to calculate the percentage ownership?

Percentage is calculated using 5,127,396 common shares outstanding as reported on August 14, 2025, plus the 524,404 shares assuming exercise of the warrants.

Who signed the Schedule 13G/A and when?

The filing is signed by Joel Arberman with the signature date listed as 09/16/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/16/2025 - 02:28 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Onfolio Holdings, Inc

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

68277K207

(CUSIP Number)

09/15/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 68277K207

1

Names of Reporting Persons

ARBERMAN JOEL

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 524,404.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 524,404.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

524,404.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.3 %

12

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: * Comprised of 524,404 immediately exercisable warrants to purchase 524,404 shares of common stock. ** Percentage calculated based upon total of (i) 5,127,396 shares of common stock outstanding as of August 14, 2025, as reported in the Form 10-Q of Onfolio Holdings Inc., filed with the Securities and Exchange Commission on August 14, 2025; and (ii) 524,404 shares of common stock assuming exercise of all 524,404 immediately exercisable warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Onfolio Holdings, Inc
(b)	Address of issuer's principal executive offices: 1007 NORTH ORANGE STREET 4TH FLOOR, WILMINGTON, DELAWARE, 19801.
Item 2.
(a)	Name of person filing: Joel Arberman
(b)	Address or principal business office or, if none, residence: 6162 Dusenburg Road, Delray Beach, Florida 33484.
(c)	Citizenship: The Reporting Person is a U.S. citizen.
(d)	Title of class of securities: Common Stock, par value $.001 per share
(e)	CUSIP No.: 68277K207
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 524404
(b)	Percent of class: 9.28%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 524404
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 524404
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ARBERMAN JOEL

Signature:	Joel Arberman
Name/Title:	Joel Arberman
Date:	09/16/2025