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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 26, 2026, Onfolio Holdings Inc. (the “ Company ”) received a written notice (the “ Notice ”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) informing the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 6, 2026, Onfolio Holdings Inc. (the “ Company ”) received notice from The NASDAQ Stock Market that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. Since then, Staff has determined that for the last 10 consecutive business days, from April 16, 2026 to April 29,…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Robert Lipstein On April 27, 2026, Robert Lipstein notified the Onfolio Holdings Inc. (the “Company”) Chair of the Board that he intended to resign as a director of the Company effective May 31, 2026. Mr. Lipstein’s resignation is not a result of any disagreement between himself and the Company, its management, the Board of Directors…
Entry into a Material Definitive Agreement. Equity Purchase Facility and Registration Rights Agreement On April 10, 2026, Onfolio Holdings Inc. (the “ Company ”) entered into an Equity Purchase Facility Agreement (the “ Purchase Agreement ”) with a certain institutional investor (the “ Investor ”). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, from time to time and in the Company’s sole discretion, up to an aggregate of $100 mi…
In the Purchase Agreement, the Investor represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The shares of Common Stock that may be issued pursuant to the Purchase Agreement are being offered and sold by the Company in a transaction that is exempt from the registration requirements of the Securities Act, in reliance on Section 4(a)(2) of the Securities Act. In connection with the…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Information regarding transactions consummated in connection with the Waiver Agreement set forth under
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 poste…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 6, 2026, Onfolio Holdings Inc. (the “ Company ”) received a written notification (the “ Notice ”) from the Listing Qualifications Staff of The NASDAQ Stock Market (“ NASDAQ ”) stating that the Company is not in compliance with NASDAQ Listing Rule 5550(a)(2) because for the last 33 consecutive business days the closing bid price of the Company’s common stock was below the $1.00 per s…
Entry into a Material Definitive Agreement. Securities Purchase Agreement On November 17, 2025, Onfolio Holdings Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the buyer referred to in the Schedule of Buyers included therein (the “Buyers”), pursuant to which the Company agreed to sell (i) an aggregate principal amount of $6,000,000 in Senior Secured Convertible Notes (the “Notes”), convertible into the Company’s common stock, par value $0.001…
2 This Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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 w…
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