Onfolio Holdings, Inc PRE 14A, filed Sep 22, 2026

Onfolio Holdings, Inc (ONFO)

PRE 14A 2026-09-22 For: 2026-09-22

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Added on October 18, 2026

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☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) of Schedule (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11

September [●], 2026	By Order of the Board of Directors,

	/s/ Dominic Wells
	Dominic Wells
	Director and Chief Executive Officer

	Page
ABOUT THE MEETING	1
PRINCIPAL STOCKHOLDERS	5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
PROPOSAL ONE: THE REVERSE STOCK SPLITS PROPOSAL	8
Summary	8
Effective Date	8
Purposes of the Reverse Stock Splits	9
Risks of the Reverse Stock Splits	9
Principal Effects of the Reverse Stock Splits	10
Effect on Registered “Book-Entry” Holders of our Common Stock	12
Fractional Shares	12
No Dissenters’ Rights	12
Certain United States Federal Income Tax Consequences	12
Accounting Consequences	13
Exchange of Stock Certificates	13
Book-Entry	14
Interests of Directors and Executive Officers	14
Vote Required	14
PROPOSAL TWO: THE RE-DOMESTICATION PROPOSAL	15
Background on Redomestication from the State of Delaware to the State of Nevada	15
Additional Information	31
Vote Required	32
PROPOSAL THREE: THE ADJOURNMENT PROPOSAL	32
APPENDIX A - Form of Certificate of Amendment of Certificate of Incorporation to Effect Reverse Stock Splits	A-1
APPENDIX B – Plan of Conversion	B-1
APPENDIX C – Nevada Articles of Incorporation	C-1
APPENDIX D – Nevada Bylaws	D-1

	●	*Proposal 1 (Reverse Stock Splits Proposal)*: To grant discretionary authority to the Company’s Board (i) to amend the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”) to effect one or more reverse stock splits of all outstanding shares of Common Stock, by a ratio of up to one-for-two hundred fifty (1-for-250), to be determined in the Board’s sole discretion.

	●	*Proposal 2 (Redomestication Proposal)*: To approve the Company’s Redomestication from Delaware to Nevada by Conversion.

	●	*Proposal 3 (Adjournment Proposal)*: To approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Splits Proposal and the Redomestication Proposal if there are not sufficient votes at the Special Meeting to approve and adopt the Reverse Stock Splits Proposal and the Redomestication Proposal.

	●	To transact any other business that may properly come before the Special Meeting or any adjournment(s) or postponements of the Special Meeting.

	●	Stockholder of record. If your shares are registered directly in your name with our transfer agent, VStock Transfer LLC (our “Transfer Agent”), you are considered the stockholder of record of those shares and the Notice is being sent directly to you by us.

	●	Beneficial owner of shares held in street name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and the Notice is being forwarded to you by your broker or nominee, which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker how to vote your shares and are also invited to attend the Special Meeting.

	●	*Proposal 1 (Reverse Stock Splits Proposal)*: The Reverse Stock Splits Proposal requires the affirmative vote of the majority of votes cast once a quorum has been established. For purposes of the Reverse Stock Splits Proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

	●	*Proposal 2 (Redomestication Proposal)*: The Redomestication Proposal requires the affirmative vote of a majority of shares outstanding as of the record date. For purposes of the Redomestication Proposal, abstentions and broker non-votes will have the same effect as votes against the proposal.

	●	Proposal 3 (*Adjournment Proposal*): The affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on this proposal is required to approve the Adjournment Proposal.

	●	each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our Common Stock;

	●	each of our named executive officers;

	●	each of our directors; and

	●	all of our executive officers and directors as a group.

Common Stock
Name of Beneficial Owner	Number Of Shares Beneficially Owned		Percentage of Class ^(1)(2)(3)
5% Shareholders⁽⁴⁾
ATW Digital Assets XI LLC⁽⁵⁾		277,385		9.99	%
Directors and Named Executive Officers
Dominic Wells⁽⁶⁾ , CEO, CRO, Director (Chair of Board)		34,339		1.4	%
Adam Trainor⁽⁷⁾, Interim Chief Financial Officer, Chief Operations Officer		4,000		*
Andrew “A.J.” Lawrence, Director⁽⁸⁾		914		*
David McKeegan, Director⁽⁸⁾		914		*
Mark Schwartz, Director⁽⁸⁾		914		*
All Executive Officers and Directors as a Group (5 individuals)⁽⁹⁾		41,081		1.6	%

	●	the historical trading price and trading volume of shares of Common Stock;

	●	the then prevailing trading price and trading volume of shares of Common Stock and the anticipated impact of the Reverse Stock Splits on the trading market for shares of Common Stock;

	●	our ability to have shares of Common Stock remain listed on the Nasdaq Capital Market;

	●	the number of shares of Common Stock needed to reserve for issuance upon exercise and conversion of all outstanding warrants and other convertible securities;

	●	the anticipated impact of the Reverse Stock Split on our ability to raise additional financing; and

	●	prevailing general market and economic conditions.

	●	raising capital to fund our operations and to continue as a going concern;

	●	establishing strategic relationships with other companies;

	●	providing equity incentives to our employees, officers or directors; and

	●	expanding our business or product lines through the acquisition of other businesses or products.

Issue	Delaware Charter and Delaware Bylaws	Nevada Charter and Nevada Bylaws
*Removal of Directors*	The Delaware Charter and Bylaws require the affirmative vote of a majority of the outstanding shares of the stock of the Company entitled to elect directors and effect their removal, but only for cause.	The Nevada Charter requires the affirmative vote of two-thirds of the outstanding shares of the stock of the Company entitled to elect directors and effect their removal, with or without cause. Under NRS § 78.335, directors can be removed with or without cause, unless the articles of incorporation or bylaws specifically require removal only for cause. The Nevada Charter provides that directors can be removed with or without cause.

*Acquisition of Controlling Interests*	The Delaware Charter does not have similar provisions.	The Nevada Charter provides that the Company will not be subject to the controlling interest provisions of NRS 78.378 to 78.3793, inclusive, or any successor statutes, relating to acquisitions of controlling interests in the Company.

*Duration of Proxies*	The Delaware Bylaws provide that a proxy is valid for three years, unless the proxy provides for a longer period.	The Nevada Bylaws provide that a proxy is valid for six months, unless it is coupled with an interest or unless otherwise provided in the proxy, which duration may not exceed seven years.

*Quorum and Voting*	The Delaware Bylaws provide that the holders of a majority of the Company’s shares of capital stock issued and outstanding and entitled to vote, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation.	The Nevada Bylaws provide that the holders of one-third of the Company’s stock issued, outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law, the Nevada Charter or the Nevada Bylaws. Consistent with the NRS, the Nevada Bylaws also provide that, except as otherwise provided by law, in the Nevada Charter or the Nevada Bylaws, that action by the stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action.

Issue	Delaware	Nevada
*Increasing or Decreasing Authorized Capital Stock*	Under the DGCL, a corporation generally may increase or decrease the number of authorized shares of any class or series of its capital stock only by amending its certificate of incorporation. Such an amendment must be approved by the board of directors and adopted by the holders of a majority of the outstanding shares entitled to vote thereon, unless the certificate of incorporation requires a greater vote. As a result, under Delaware law, stockholder approval is generally required to increase or decrease the number of authorized shares of capital stock, whereas Nevada law permits a corporation’s board of directors, unless restricted by the articles of incorporation, to take certain actions affecting the number of authorized shares without stockholder approval.	The NRS allows the board of directors of a corporation, unless restricted by the articles of incorporation, to increase or decrease the number of authorized shares in a class or series of the corporation’s shares and correspondingly effect a forward or reverse split of the number of issued and outstanding shares of the same class or series (and change the par value thereof) without a vote of the stockholders, so long as the action taken does not adversely change or alter any right or preference of the stockholders and does not include any provision or provisions pursuant to which only money will be paid or scrip issued to stockholders who hold 10% or more of the outstanding shares of the affected class and series.

*Cumulative Voting*	Although the DGCL does not generally grant stockholders cumulative voting rights, a Delaware corporation may provide in its certificate of incorporation for cumulative voting in the election of directors.	The NRS also permits any Nevada corporation to provide in its articles of incorporation the right to cumulative voting in the election of directors as long as certain procedures are followed.

*Vacancies*	Under the DGCL, subject to the certificate or articles of incorporation and bylaws, vacancies on the board of directors, including those resulting from any increase in the authorized number of directors, may be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum. Any director so appointed will hold office for the remainder of the term of the director no longer on the board.	Under the NRS, subject to the certificate or articles of incorporation and bylaws, vacancies on the board of directors, including those resulting from any increase in the authorized number of directors, may be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum. Any director so appointed will hold office for the remainder of the term of the director no longer on the board.

*Removal of Directors*	Under the DGCL, the holders of a majority of shares of each class entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is a classified board, in which case directors may be removed only for cause, or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her.	The NRS requires the vote of the holders of at least two-thirds of the shares or class or series of shares of the issued and outstanding stock entitled to vote at an election of directors in order to remove a director or all of the directors. The articles of incorporation may provide for a voting threshold higher than two-thirds, but not lower. Furthermore, the NRS does not make a distinction between removals for cause and removals without cause.

*Director Compensation*	The DGCL does not have a specific statute on the fairness of director compensation.	The NRS provides that, unless otherwise provided in the articles of incorporation or bylaws, the board of directors, without regard to personal interest, may establish the compensation of directors for services in any capacity. If the board of directors so establishes the compensation of directors, such compensation is presumed to be fair to the corporation unless proven unfair by a preponderance of the evidence.

*Action by Written Consent of Directors*	The DGCL provides that, unless the articles or certificate of incorporation or the bylaws provide otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent to the action in writing.	The NRS provides that, unless the articles or certificate of incorporation or the bylaws provide otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent to the action in writing.

*Actions by Written Consent of Stockholders*	The DGCL provides that, unless the articles or certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. In addition, the DGCL requires the corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing.	The NRS provides that, unless otherwise provided in the articles of incorporation or the bylaws of the corporation, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders consent to the action in writing. The NRS does not require the corporation to give prompt notice of the taking of corporation action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing.

*Dividends and Distributions*	Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of the corporation.	The NRS provides that no distribution (including dividends on, or redemption or purchases of, shares of capital stock or distributions of indebtedness) may be made if, after giving effect to such distribution, (i) the corporation would not be able to pay its debts as they become due in the usual course of business, or, (ii) except as otherwise specifically permitted by the articles of incorporation, the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved immediately after the time of the distribution to satisfy the preferential rights of preferred stockholders upon dissolution. Directors may consider financial statements prepared on the basis of accounting practices that are reasonable in the circumstances, a fair valuation, including but not limited to unrealized appreciation and depreciation, and any other method that is reasonable in the circumstances.

ONFOLIO HOLDINGS INC.

By:
	Dominic Wells
	Director and Chief Executive Officer

ONFOLIO HOLDINGS INC.

By:
Name:	Dominic Wells
Title:	Sole Incorporator
	(Authorized Representative)

ARTICLE I – OFFICES			1

	1.1	Registered Agent and Office	1
	1.2	Principal Office	1
	1.3	Other Offices	1
	1.4	Books and Records	1

ARTICLE II – STOCKHOLDERS			1

	2.1	Place of meeting	1
	2.2	Participation by Remote Communication	1
	2.3	Annual Meeting	1
	2.4	Special Meetings	1
	2.5	Fixing the Record Date	2
	2.6	Notice of Stockholders’ Meeting	2
	2.7	Voting Lists	2
	2.8	Quorum of Stockholders	3
	2.9	Conduct of Meetings	3
	2.10	Voting of Stock	3
	2.11	Voting by Proxy	3
	2.12	Action by Stockholders Without a Meeting	4
	2.13	Advance Notice of Stockholder Nominations and Proposals	4

ARTICLE III – DIRECTORS			5

	3.1	Powers	5
	3.2	Number of Directors	5
	3.3	Term of Office	5
	3.4	Removal	5
	3.5	Resignation	5
	3.6	Vacancies	5
	3.7	Regular Meetings of Directors	5
	3.8	Special Meetings of Directors	6
	3.9	Participation by Electronic Communication	6
	3.10	Notice of Directors’ Meetings	6
	3.11	Quorum and Action by Directors	6
	3.12	Action by Directors Without Meeting	6
	3.13	Committees of the Board of Directors	6

ARTICLE IV – OFFICERS			7

	4.1	Positions and Election	7
	4.2	Removal and Resignation	7
	4.3	Chairman of the Board of Directors	7
	4.4	Chief Executive Officer	7
	4.5	Secretary	7
	4.6	Chief Financial Officer	7
	4.7	Treasurer	7

ARTICLE V – INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS			8

	5.1	Indemnification in Actions by Third Parties	8
	5.2	Indemnification in Actions by or on Behalf of the Corporation	8
	5.3	Indemnification Against Expenses	8
	5.4	Non-Exclusivity of Indemnification Rights	8
	5.5	Indemnification Agreements	9

ARTICLE VI – SHARE CERTIFICATES AND TRANSFER			9

	6.1	Certificates Representing Shares	9
	6.2	Transfer of Shares	9
	6.3	Registered Stockholders	9
	6.4	Lost, Stolen, or Destroyed Certificates	9

ARTICLE VII – DISTRIBUTIONS			10

	7.1	Declaration	10
	7.2	Fixing Record Dates for Distributions and Share Dividends	10

ARTICLE VIII – MISCELLANEOUS			10

	8.1	Checks, Drafts, Etc.	10
	8.2	Fiscal Year	10
	8.3	Conflict with Applicable Law or Articles of Incorporation	10
	8.4	Invalid Provisions	10
	8.5	Telephone and Similar Meetings	10
	8.6	Form of Notice	10
	8.7	Waiver of Notice	10
	8.8	Forum of Adjudication of Disputes	11

ARTICLE IX – AMENDMENT OF BYLAWS			11

	9.1	By the Board of Directors	11
	9.2	By the Stockholders	11