Onfolio Holdings, Inc 8-K, filed Apr 10, 2026
Onfolio Holdings, Inc (ONFO)
About this 8-K
Onfolio Holdings, Inc filed this 8-K on April 10, 2026, reporting on events of April 6, 2026.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 6, 2026, at the Special Meeting of Stockholders (the “Meeting”) of Onfolio Holdings Inc. (the “Company”), stockholders voted on the matters described below.
1. | The Company’s stockholders approved, the grant of discretionary authority to the Company’s board of directors (“the Board”) to (i) amend the Company’s certificate of incorporation, as amended, (the “Certificate of Incorporation”) to effect a reverse stock split of all outstanding shares of Common Stock, by a ratio in the range of one-for-five (1-for-5) to one-for-forty (1-for-50), 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 “Reverse Stock Split Proposal”). The number of shares that voted for, against, and withheld from voting for this Reverse Stock Split Proposal is summarized in the table below: |
Votes For |
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| Votes Abstain | ||
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3,032,690 (97.21%) |
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| 86,961 (2.79%) |
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| 133 (0.004%) | ||
2. | The Company’s stockholders approved, for purposes of Marketplace Rule (collectively, the “Nasdaq Rules”) 5635(d) of the Nasdaq Stock Market LLC (“Nasdaq”), (i) the issuance of more than 19.99% of our outstanding shares of Common Stock, issuable upon exercise of certain Convertible Promissory Notes (the Notes) issued pursuant to certain securities purchase agreements by and between the Company and certain purchasers, entered into as of November 17, 2025 and (ii) the floor price (the “Floor Price”) at which the Notes may be converted, at an average price that is less than the “Minimum Price” (as defined under Nasdaq rules). (the “Notes Proposal”). The number of shares that voted for, against, and withheld from voting for this Share Issuance Proposal is summarized in the table below: |
Votes For |
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| Broker Non-Votes | |||
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2,108,013 (96.44%) |
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| 75,913 (3.47%) |
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| 1,822 (0.08%) |
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| 934,036 | |||
3. | The Company's stockholders approved one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Split Proposal, the Notes Proposal, and the Authorized Share Increase (as defined below) if there were not sufficient votes at the Special Meeting to approve and adopt the Reverse Stock Split Proposal, the Notes Proposal, and/or the Authorized Share Increase (the "Adjournment Proposal"). The number of shares that voted for, against, and abstained from voting for this Adjournment Proposal is summarized in the table below: |
Votes For |
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| Broker Non-Votes | |||
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2,969,031 (95.17%) |
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| 106,028 (3.40%) |
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| 44,725 (1.43%) |
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| 0 | |||
4. | The Company's stockholders approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock from 50,000,000 shares to 300,000,000 shares (the “Authorized Share Increase”) in order to ensure that the Company has a sufficient number of authorized but unissued shares available for the purposes described herein. The number of shares that voted for, against, and abstained from voting for this Authorized Share Increase is summarized in the table below: |
Votes For |
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| Votes Abstain |
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| Broker Non-Votes | |||
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1,962,516 (89.79%) |
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| 222,299 (10.17%) |
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| 933 (0.04%) |
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| 934,036 | |||
Exhibit No. |
| Description |
104 |
| Cover Page Interactive Data File (embedded with the Inline XBRL document) |
2 |
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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Dated: April 10, 2026 | By: | /s/ Dominic Wells |
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| Dominic Wells |
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| Chief Executive Officer |
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3 |