Onfolio Holdings Enters Material Agreement

TL;DR

Onfolio Holdings signed a big deal on Oct 7th, expect changes.

AI Summary

Onfolio Holdings, Inc. entered into a material definitive agreement on October 7, 2025. The filing also indicates modifications to the rights of security holders and other events, along with financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing signals a significant development for Onfolio Holdings, potentially impacting its business operations, financial structure, or shareholder rights.

Risk Assessment

Risk Level: medium — Material definitive agreements and modifications to security holder rights can introduce significant business and financial risks.

Key Players & Entities

• Onfolio Holdings, Inc. (company) — Registrant
• October 7, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share ONFO Nasdaq Cap
• $2.50 — tated therein, at the Exercise Price of $2.50 per whole share, subject to the subsequ
• $15.3 million — roceeds to the Company of approximately $15.3 million. However, the Company cannot predict wh

Filing Documents

• onfo_8k.htm (8-K) — 35KB
• 0001654954-25-011575.txt ( ) — 170KB
• onfo-20251007.xsd (EX-101.SCH) — 5KB
• onfo-20251007_lab.xml (EX-101.LAB) — 16KB
• onfo-20251007_cal.xml (EX-101.CAL) — 1KB
• onfo-20251007_pre.xml (EX-101.PRE) — 12KB
• onfo-20251007_def.xml (EX-101.DEF) — 6KB
• onfo_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement The information contained in Item 3.03 herein is incorporated into this Item 1.01 by reference as applicable. 2

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On October 7, 2025, a dilutive issuance of securities (the " Dilutive Issuance ") occurred pursuant to the Onfolio Holdings Inc. (the " Company ") publicly traded Common Stock Purchase Warrant Dated August 30, 2022 (the " Warrant "). Capitalized terms not defined herein shall have the meanings set forth in the Warrant. In accordance with Section 3(b) of the Warrant, the Dilutive Issuance affects the rights of holders of a Warrant (Nasdaq: ONFOW) under the Warrant. Effective as of October 7, 2025, as a result of a Dilutive Issuance, each Warrant entitles the Holder, subject to the provisions of the Warrant, to purchase from the Company the number of shares of Common Stock stated therein, at the Exercise Price of $2.50 per whole share, subject to the subsequent adjustments provided in the Warrant. The term " Exercise Price " as used in the Warrant refers to the price per share at which shares of Common Stock may be purchased at the time the Warrant is exercised. Warrant holders are not required to take any action with respect to this matter. There are 6,117,250 shares of common stock issuable upon exercise of Warrants. The Warrants are exercisable immediately and will remain exercisable at any time up to August 30, 2027. As a result of the Dilutive Issuance, upon any exercise of the Warrants by payment of cash, the Company will receive the exercise price of the warrants, which, if exercised in cash would result in gross proceeds to the Company of approximately $15.3 million. However, the Company cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash, and it is possible that the Warrants may expire and never be exercised, in which case the Company would not receive any cash proceeds. A copy of the Form of Warrant Agreement is attached hereto as Exhibit 4.2 and is incorporated herein by reference, along with the Warrant Agency Agreement, dated August 30, 2022,

01 Other Events

Item 8.01 Other Events. The information contained in Item 3.03 herein is incorporated into this Item 8.01 by reference as applicable. 3

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 4.1 Warrant Agency Agreement, dated August 30, 2022, between the Company and VStock Transfer LLC (Incorporated by reference to Company's Form 8-K filed with the SEC on 8/30/22) 4.2 Form of Warrant Agreement (included in Exhibit 4.1) (Incorporated by reference to Company's Form 8-K filed with the SEC on 8/30/2022) 104 Cover Page Interactive Data File (formatted as Inline XBRL) 4

SIGNATURES

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. Date: October 8, 2025 By: /s/ Dominic Wells Dominic Wells, Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR