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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Amendment No. )
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 13, 2026
ONFOLIO HOLDINGS INC. |
(Exact name of registrant as specified in its charter) |
Delaware | | 001-41466 | | 37-1978697 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
1007 North Orange Street, 4th Floor, Wilmington, Delaware | | 19801 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (682) 990-6920
_______________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value per share | ONFO | Nasdaq Capital Market |
Warrants To Purchase Common Stock | ONFOW | Nasdaq Capital Market |
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 8.01
On January 13, 2026, Onfolio Holdings Inc. (the “Company”) issued a press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The press release announced that the Company published a detailed article outlining the Company’s roadmap to profitability and cash flow self-sufficiency which is titled “Onfolio’s Path to Profitability,” which is available on the company’s website at: www.onfolio.com/path-to-profit.
Forward-Looking Statements
The information posted in this Form 8-K 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 Form 8-K 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.
Item 9.01. Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONFOLIO HOLDINGS INC. | |
Date: January 13, 2026 | | | |
| | | |
| By: | /s/ Dominic Wells | |
| | Dominic Wells, | |
| | Chief Executive Officer | |
EXHIBIT 99.1
Onfolio Shares Update on Path to Profitability
Company Roadmap outlines near-term operating priorities and execution focus
Onfolio Holdings Inc.
Tue, January 13, 2026 at 8:00 AM EST
WILMINGTON, Del., Jan. 13, 2026 (GLOBE NEWSWIRE) -- Onfolio Holdings, Inc. (Nasdaq: ONFO, ONFOW) (OTC: ONFOP), an owner-operator of cash-generative online businesses, today published a detailed article outlining the company’s roadmap to profitability and cash flow self-sufficiency. The company’s roadmap provides shareholders with greater clarity into how the company is prioritizing execution, managing costs, and allocating capital in the near term.
The roadmap focuses on closing the gap between parent-company expenses and cash generated by the operating portfolio through a combination of cost discipline, improved operating performance, and selective acquisitions that contribute sustainable cash flow. The company also discusses how recent balance- sheet actions support this plan by improving liquidity, reducing near-term execution risk, and extending operational runway.
“Our focus right now is execution, cash flow, and building a self-funding platform,” said Dominic Wells, CEO of Onfolio. “This roadmap is designed to help investors understand the specific levers we are pulling and how we will measure progress over time.”
The article outlines how Onfolio is approaching growth within its agency portfolio, the role of operating leverage as the business scales, and how future acquisitions fit within a profitability-first framework. The roadmap emphasizes measurable outcomes and near-term operating discipline.
The full article, titled “Onfolio’s Path to Profitability,” is available on the company’s website at: https://www.onfolio.com/path-to-profit
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]
