ONFO 8-K
Onfolio Holdings, Inc (ONFO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. )
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 6, 2026, at the Company’s Special Meeting of Stockholders, among other items, our stockholders approved the grant of discretionary authority to the Company’s board of directors (the “Board”) to (i) amend our certificate of incorporation to effect a reverse stock split of all outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), by a ratio in the range of one-for-five (1-for-5) to one-for-fifty (1-for-50) (the “Reverse Stock Split”), to be determined in the Board’s sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders. The Board set the Reverse Stock Split ratio at one-for-fifty (1-for-50) and approved and authorized the filing of a certificate of amendment to our certificate of incorporation (the “Certificate of Amendment”), with the Certificate of Amendment to become effective as of 12:00 a.m., Eastern Time, on August 10, 2026 (the “Effective Time”).
At the Effective Time of the Reverse Stock Split, every fifty (50) shares of Common Stock issued and outstanding will be automatically reclassified into one (1) new share of Common Stock. The par value per share of the Common Stock will remain unchanged at $0.001 per share. No fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, other than with respect to the rounding up of fractional shares to the nearest whole share. Proportional adjustments also will be made to shares underlying outstanding equity awards, warrants, including publicly traded warrants, and convertible notes, as well as to the number of shares issued and issuable under the Company’s stock incentive plans and certain existing agreements. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.
The Reverse Stock Split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of Common Stock for continued listing on Nasdaq. The Reverse Stock Split could also improve the marketability and liquidity of the Common Stock. The Reverse Stock Split will be effective at the Effective Time, and the Common Stock and publicly trades warrants are expected to begin trading on a Reverse Stock Split-adjusted basis on Nasdaq at the opening of the market on August 10, 2026. The trading symbol for the Common Stock will remain “ONFO,” and the new CUSIP number of the Common Stock following the Reverse Stock Split is 68277K 405. The publicly traded warrants will continue to trade on Nasdaq under the symbol “ONFOW” with the same CUSIP number of 68277K124.
The Company’s transfer agent, VStock Transfer, LLC, will serve as the agent for the Reverse Stock Split.
The Reverse Stock Split does not affect the Company’s authorized preferred stock. After the Reverse Stock Split, the Company’s authorized preferred stock of 5,000,000 shares, including its previously designated 1,000,000 shares of Series A Preferred Stock, remained unchanged. Additionally, the Reverse Stock Split will not affect the par value of the preferred stock, or its previously designated Series A Preferred Stock.
The summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference to this Current Report on Form 8-K (this “Current Report”).
Item 7.01. Regulation FD Disclosure.
On August 6, 2026, the Company issued a press release with respect to the Reverse Stock Split. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report.
The information contained in this Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Certificate of Amendment of Certificate of Incorporation of Onfolio Holdings Inc. | |
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| Cover Page Interactive Data File (formatted as Inline XBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: August 10, 2026 | By: | /s/ Dominic Wells |
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| Dominic Wells, |
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| Chief Executive Officer |
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ONFOLIO HOLDINGS INC.
Onfolio Holdings Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. The Board of Directors of the Corporation has duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of the Corporation originally filed with the Secretary of State of the State of Delaware on July 20, 2020, as subsequently amended and then last amended by a certificate of amendment to the Certificate of Incorporation filed with the Secretary of State on May 8, 2026 (the “Certificate of Incorporation”) and declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. This amendment amends the Certificate of Incorporation of the Corporation as follows:
2. Article 4 of the Certificate of Incorporation is hereby amended by adding the following paragraph to Article 4 of the Certificate of Incorporation:
Upon the effectiveness (the "Effective Time") of this Certificate of Amendment to the Certificate of Incorporation of the Corporation pursuant to the Delaware General Corporation Law, each fifty (50) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the "Reverse Stock Split"). The Reverse Stock Split of the outstanding shares of Common Stock shall not affect the total number of shares or par value of capital stock, including the Common Stock, that the Company is authorized to issue, which shall remain as set forth under this Article Four. No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to be rounded up to the next whole share of Common Stock. Each record that immediately prior to the Effective Time represented shares of Common Stock ("Old Record"), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Records shall have been combined, subject to adjustment for fractional share interests as described above.
3. That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of this amendment.
4. This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
5. The Effective Time of the foregoing amendment shall be as of 12:01 a.m. on August 10th, 2026.
6. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer, this 5th day of August, 2026.
ONFOLIO HOLDINGS INC.
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| Name: Dominic Wells |
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| Title: Chief Executive Officer |
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EXHIBIT 99.1
Onfolio Holdings Announces 1-For-50 Reverse Stock Split To Regain Nasdaq Compliance; Reducing Float To Approximately 850,000 Shares
WILMINGTON, Del., August 6, 2026 (GLOBE NEWSWIRE) -- Onfolio Holdings, Inc. (Nasdaq: ONFO, ONFOW) (OTC: ONFOP), an owner-operator of cash-generative online businesses, today announced that it will effect a 1-For-50 Reverse Stock Split (the “Reverse Stock Split”) of its common stock, par value $0.001 per share (“Common Stock”).
The Reverse Stock Split is intended to increase the closing bid price of the Common Stock above $1.00 per share, and to enable the Company to regain compliance with The Nasdaq Capital Market (“Nasdaq”) Listing Rule 5550(a)(2).
The Reverse Stock Split will become effective on the market place on Aug 10th, 2026, and the Common Stock will open for trading on Nasdaq on a reverse split-adjusted basis under the existing ticker symbol “ONFO.” Following the execution of the Reverse Stock Split, the new CUSIP number for the Common Stock will be 68277K 405. The Reverse Stock Split reduces the number of shares of outstanding Common Stock from approximately 42 million shares to approximately 850,000 shares. At the effective time of the Reverse Stock Split, every fifty shares of Common Stock either issued and outstanding or held as treasury stock will be automatically reclassified into one new share of Common Stock. The par value per share of the Common Stock will remain unchanged at $0.001 per share.
No fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share.
vStock Transfer LLC is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of Common Stock are not required to take any action to receive post-Reverse Stock Split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker's particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
About Onfolio Holdings
Onfolio Holdings Inc. (Nasdaq: ONFO) is an owner-operator of cash-generative online businesses. The Company acquires and operates profitable online businesses across diverse verticals, including marketing, education, and e-commerce, with a focus on sustainable cash flow and long-term value creation.
Visit www.onfolio.com for more information.
Forward-Looking Statements
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "explores," "expects," "anticipates," "continues," "estimates," "projects," "intends," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing new customer offerings, changes in customer order patterns, changes in customer offering mix, continued success in technological advances and delivering technological innovations, delays due to issues with outsourced service providers, those events and factors described by us in Item 1.A "Risk Factors" in our most recent Form 10-K and Form 10-Q; other risks to which our Company is subject; other factors beyond the Company's control. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Investor Contact [email protected]