Welcome to our dedicated page for Onfolio Holdings SEC filings (Ticker: ONFOP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The ONFOP SEC filings page on Stock Titan is designed to help investors analyze regulatory disclosures related to Onfolio Holdings Inc. Series A Preferred Stock and the broader Onfolio Holdings Inc. capital structure. While specific filings are not listed here, Onfolio’s public communications direct readers to its Form 10-Q, Form 10-K, and other SEC reports for detailed information on its financial condition, portfolio of online businesses, and preferred stock dividends.
Through Onfolio’s periodic reports, investors can review how the company’s acquisition and management of digital marketing, online education, and other online businesses translate into revenue, gross profit, and operating expenses. These filings also provide context on preferred dividends associated with the Series A Preferred Stock, their impact on net loss attributable to common shareholders, and the composition of stockholders’ equity, including authorized and outstanding preferred and common shares.
Onfolio’s filings are also a key source for understanding its evolving strategy that pairs operating cash flow with digital assets and DeFi yield. Disclosures related to its digital asset treasury, financing facility of up to $300 million, debt obligations, and capital allocation decisions can typically be found in management’s discussion and analysis, notes to the financial statements, and risk factor sections.
On Stock Titan, investors can use AI-powered tools to interpret complex sections of Onfolio’s filings, such as preferred stock terms, capital structure changes, and the financial impact of acquisitions and digital asset activities. Real-time updates from EDGAR allow users to track new quarterly reports, annual reports, and any future registration statements or other filings that may affect the ONFOP preferred stock and the company’s overall financial profile.
Onfolio Holdings Inc. is asking stockholders to vote at its August 6, 2026 virtual annual meeting on five key proposals. Stockholders will elect four directors, ratify Astra Audit & Advisory, LLC as auditor for 2026, and consider an equity financing tied to Nasdaq rules.
The company seeks approval under Nasdaq Listing Rule 5635(d) for potential issuance of more than 19.99% of outstanding common stock under an April 10, 2026 equity purchase facility at prices below the Nasdaq “Minimum Price.” It also proposes doubling authorized common stock from 300,000,000 to 600,000,000 shares and authorizing adjournments to solicit additional proxies.
Holders of common stock at the June 12, 2026 record date, when 7,040,328 shares were outstanding, may vote one share per vote. Directors and executive officers as a group beneficially own about 26.2% of the common stock. The Board recommends voting “FOR” all nominees and “FOR” Proposals 2–5.
Onfolio Holdings Inc. is asking stockholders to vote at its August 6, 2026 virtual annual meeting on five key proposals. Stockholders will elect four directors, ratify Astra Audit & Advisory, LLC as auditor for 2026, and consider an equity financing tied to Nasdaq rules.
The company seeks approval under Nasdaq Listing Rule 5635(d) for potential issuance of more than 19.99% of outstanding common stock under an April 10, 2026 equity purchase facility at prices below the Nasdaq “Minimum Price.” It also proposes doubling authorized common stock from 300,000,000 to 600,000,000 shares and authorizing adjournments to solicit additional proxies.
Holders of common stock at the June 12, 2026 record date, when 7,040,328 shares were outstanding, may vote one share per vote. Directors and executive officers as a group beneficially own about 26.2% of the common stock. The Board recommends voting “FOR” all nominees and “FOR” Proposals 2–5.
Onfolio Holdings, Inc. reports a beneficial holding by Joel Arberman of 350,000 immediately exercisable warrants. The filing states these warrants equate to 4.99% of the company's common stock on a calculated basis that uses 6,662,508 shares outstanding as of May 13, 2026 plus the 350,000 shares issuable upon exercise. The filing lists Mr. Arberman with sole voting and dispositive power over the 350,000 warrants and is signed and dated 06/10/2026.
This amendment clarifies Mr. Arberman’s warrant position and the percentage calculation; it does not state any transactions, exercises, or sales occurring on the filing date.
Onfolio Holdings, Inc. reports a beneficial holding by Joel Arberman of 350,000 immediately exercisable warrants. The filing states these warrants equate to 4.99% of the company's common stock on a calculated basis that uses 6,662,508 shares outstanding as of May 13, 2026 plus the 350,000 shares issuable upon exercise. The filing lists Mr. Arberman with sole voting and dispositive power over the 350,000 warrants and is signed and dated 06/10/2026.
This amendment clarifies Mr. Arberman’s warrant position and the percentage calculation; it does not state any transactions, exercises, or sales occurring on the filing date.
Onfolio Holdings Inc. has been notified by Nasdaq that it no longer meets a key continued listing requirement. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 in stockholders’ equity, but Onfolio’s latest quarterly report showed equity of $1,216,603, putting it below the threshold.
The company also does not currently meet Nasdaq’s alternative standards based on market value of listed securities or net income from continuing operations. Onfolio has 45 days, until July 10, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the notice date to restore equity levels if the plan is accepted. The notice does not immediately affect trading of its common stock on the Nasdaq Capital Market, but there is no assurance that any plan will be accepted or succeed, so there is an ongoing risk of suspension or delisting if compliance is not restored.
Onfolio Holdings Inc. has been notified by Nasdaq that it no longer meets a key continued listing requirement. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 in stockholders’ equity, but Onfolio’s latest quarterly report showed equity of $1,216,603, putting it below the threshold.
The company also does not currently meet Nasdaq’s alternative standards based on market value of listed securities or net income from continuing operations. Onfolio has 45 days, until July 10, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the notice date to restore equity levels if the plan is accepted. The notice does not immediately affect trading of its common stock on the Nasdaq Capital Market, but there is no assurance that any plan will be accepted or succeed, so there is an ongoing risk of suspension or delisting if compliance is not restored.
Onfolio Holdings Inc. reported sharply weaker results for the three months ended March 31, 2026, and raised substantial doubt about its ability to continue as a going concern. Revenue fell to $1.87 million from $2.81 million, driven by a steep drop in product and digital product sales.
The company generated a net loss attributable to common shareholders of $2.65 million, compared with $0.90 million a year earlier, as interest expense, digital asset fair value losses and derivative valuation losses significantly increased other expenses. Total assets declined to $8.99 million, while total liabilities rose to $7.77 million, leaving total stockholders’ equity at just $1.22 million and a deficit for common shareholders.
Onfolio also holds $1.61 million of digital assets, largely pledged as collateral for $6.0 million of Senior Secured Convertible Notes that carry a variable conversion feature recorded as a sizeable derivative liability. Cash fell to $0.84 million, and operating activities used $0.84 million of cash in the quarter, underscoring tight liquidity and dependence on future financing or improved profitability.
Onfolio Holdings Inc. reported sharply weaker results for the three months ended March 31, 2026, and raised substantial doubt about its ability to continue as a going concern. Revenue fell to $1.87 million from $2.81 million, driven by a steep drop in product and digital product sales.
The company generated a net loss attributable to common shareholders of $2.65 million, compared with $0.90 million a year earlier, as interest expense, digital asset fair value losses and derivative valuation losses significantly increased other expenses. Total assets declined to $8.99 million, while total liabilities rose to $7.77 million, leaving total stockholders’ equity at just $1.22 million and a deficit for common shareholders.
Onfolio also holds $1.61 million of digital assets, largely pledged as collateral for $6.0 million of Senior Secured Convertible Notes that carry a variable conversion feature recorded as a sizeable derivative liability. Cash fell to $0.84 million, and operating activities used $0.84 million of cash in the quarter, underscoring tight liquidity and dependence on future financing or improved profitability.
Onfolio Holdings Inc. reported a change to its corporate charter that expands how many shares it can issue in the future. On May 8, 2026, the company filed a Certificate of Amendment in Delaware increasing authorized common stock from 50,000,000 shares to 300,000,000 shares.
This amendment does not itself issue any new shares but significantly enlarges the pool the company may use later for capital raises, acquisitions, equity compensation, or other corporate purposes. The full Certificate of Amendment is included as an exhibit to the report.
Onfolio Holdings Inc. reported a change to its corporate charter that expands how many shares it can issue in the future. On May 8, 2026, the company filed a Certificate of Amendment in Delaware increasing authorized common stock from 50,000,000 shares to 300,000,000 shares.
This amendment does not itself issue any new shares but significantly enlarges the pool the company may use later for capital raises, acquisitions, equity compensation, or other corporate purposes. The full Certificate of Amendment is included as an exhibit to the report.
Onfolio Holdings Inc. reported that director Robert Lipstein has notified the Chair of the Board of his intention to resign from the Board, effective May 31, 2026. The company states that his resignation is not due to any disagreement with the company, its management, the Board, or any Board committee.
Onfolio attached Mr. Lipstein’s resignation letter as Exhibit 17.1 to this report. The filing was signed on behalf of the company by Chief Executive Officer Dominic Wells.
Onfolio Holdings Inc. reported that director Robert Lipstein has notified the Chair of the Board of his intention to resign from the Board, effective May 31, 2026. The company states that his resignation is not due to any disagreement with the company, its management, the Board, or any Board committee.
Onfolio attached Mr. Lipstein’s resignation letter as Exhibit 17.1 to this report. The filing was signed on behalf of the company by Chief Executive Officer Dominic Wells.
Onfolio Holdings Inc. has entered into a $100 million Equity Purchase Facility Agreement with an institutional investor. The facility offers flexible, discretionary capital to fund working capital needs, acquisitions of cash-generative online businesses, and incremental growth of the company’s digital asset reserve.
Management frames the facility as support for a strategy built around an AI-native operating model, following the company’s first positive EBITDA year. Onfolio plans to plug acquired businesses into its AI infrastructure, expand high-margin managed AI services, and enhance AI-driven margin improvements across both B2B and B2C portfolio companies.
Onfolio Holdings Inc. has entered into a $100 million Equity Purchase Facility Agreement with an institutional investor. The facility offers flexible, discretionary capital to fund working capital needs, acquisitions of cash-generative online businesses, and incremental growth of the company’s digital asset reserve.
Management frames the facility as support for a strategy built around an AI-native operating model, following the company’s first positive EBITDA year. Onfolio plans to plug acquired businesses into its AI infrastructure, expand high-margin managed AI services, and enhance AI-driven margin improvements across both B2B and B2C portfolio companies.
Onfolio Holdings Inc. is registering up to 32,696,345 shares of common stock for resale by a single selling stockholder. These shares come from 31,636,364 shares issuable upon conversion of senior secured convertible notes and 1,059,981 shares tied to a crypto-linked rights agreement, both calculated at a $0.22 Floor Price.
The company will not receive proceeds from these resales. As of this prospectus, 5,863,215 shares are outstanding, while the Notes and Rights could ultimately allow issuance of up to 1,548,369,328 additional shares, which the company warns would cause extraordinary dilution. Onfolio also highlights Nasdaq minimum bid-price noncompliance, significant investments in volatile digital assets, and existing defaults under its Notes and registration rights covenants.
Onfolio Holdings Inc. is registering up to 32,696,345 shares of common stock for resale by a single selling stockholder. These shares come from 31,636,364 shares issuable upon conversion of senior secured convertible notes and 1,059,981 shares tied to a crypto-linked rights agreement, both calculated at a $0.22 Floor Price.
The company will not receive proceeds from these resales. As of this prospectus, 5,863,215 shares are outstanding, while the Notes and Rights could ultimately allow issuance of up to 1,548,369,328 additional shares, which the company warns would cause extraordinary dilution. Onfolio also highlights Nasdaq minimum bid-price noncompliance, significant investments in volatile digital assets, and existing defaults under its Notes and registration rights covenants.
Onfolio Holdings Inc. has called a virtual special meeting for April 6, 2026 to overhaul its capital structure. Stockholders are being asked to authorize a reverse stock split of the common stock at a ratio between 1‑for‑5 and 1‑for‑50, with exact timing and ratio left to the Board. The company currently has 5,863,215 common shares outstanding and is facing a Nasdaq minimum bid price deficiency, which the reverse split is intended to address.
Investors are also asked to approve issuing more than 19.99% additional common shares under up to $6,000,000 in convertible notes, which could convert into about 1,548,369,328 shares at the current floor price. A separate proposal would raise authorized common shares from 50,000,000 to 300,000,000, primarily to support a contemplated 50‑for‑1 stock split in the form of a stock dividend and to provide capacity for future financings and corporate uses. The Board recommends voting FOR all proposals.
Onfolio Holdings Inc. has called a virtual special meeting for April 6, 2026 to overhaul its capital structure. Stockholders are being asked to authorize a reverse stock split of the common stock at a ratio between 1‑for‑5 and 1‑for‑50, with exact timing and ratio left to the Board. The company currently has 5,863,215 common shares outstanding and is facing a Nasdaq minimum bid price deficiency, which the reverse split is intended to address.
Investors are also asked to approve issuing more than 19.99% additional common shares under up to $6,000,000 in convertible notes, which could convert into about 1,548,369,328 shares at the current floor price. A separate proposal would raise authorized common shares from 50,000,000 to 300,000,000, primarily to support a contemplated 50‑for‑1 stock split in the form of a stock dividend and to provide capacity for future financings and corporate uses. The Board recommends voting FOR all proposals.
Onfolio Holdings, Inc. received an updated ownership report from investor Dominic Benjamin James Wells, who reports beneficial ownership of 1,716,931 Onfolio common shares and warrants, representing 27% of the company’s common stock.
The stake consists of 1,240,000 common shares plus 476,931 immediately exercisable warrants. The percentage is based on 5,868,135 common shares outstanding as of November 14, 2025, plus the shares underlying the exercisable warrants. Wells has sole voting and dispositive power over all reported securities.
Onfolio Holdings, Inc. received an updated ownership report from investor Dominic Benjamin James Wells, who reports beneficial ownership of 1,716,931 Onfolio common shares and warrants, representing 27% of the company’s common stock.
The stake consists of 1,240,000 common shares plus 476,931 immediately exercisable warrants. The percentage is based on 5,868,135 common shares outstanding as of November 14, 2025, plus the shares underlying the exercisable warrants. Wells has sole voting and dispositive power over all reported securities.