ONFO 8-K
Onfolio Holdings, Inc (ONFO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.02 Unregistered Sale of Equity Securities.
On October 21, 2025, Onfolio Holdings Inc. (the “Company”) sold seven units consisting of shares of the Company’s common stock, par value $0.001 per share (“common stock”) and non-publicly traded warrants (“warrants”) to purchase shares of common stock at an exercise price equal to $2.50 per share. The warrants expire on August 30, 2027. The shares and warrants comprising the units were immediately separable and were issued separately. Each unit was offered at the price of $50,000 per unit for an aggregate amount of $350,000. Each unit contained 37,037 shares (“shares”) of common stock and a warrant to purchase an additional 37,037 shares of common stock at an exercise price equal to US$2.50 per share.
An additional thirteen units have been sold as of October 23, 2025, and the aggregate amount raised by the sale of all twenty units (comprising an aggregate of 740,740 shares and warrants to purchase 740,740 shares) was $1 million.
The sale of the shares and warrants contained in units was made pursuant to subscription agreements entered into by the Company, on the one hand, and each investor in the Company, on the other hand. The issuance and sale of the shares and warrants are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D or Regulation S thereunder, as applicable.
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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. |
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Date: October 24, 2025 |
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| By: | /s/ Dominic Wells |
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| Dominic Wells, |
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| Chief Executive Officer |
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