Onfolio Holdings Files 8-K with Key Agreements and Disclosures
Ticker: ONFOP · Form: 8-K · Filed: Nov 19, 2025 · CIK: 1825452
Sentiment: neutral
Topics: material-agreement, equity-sale, disclosure
TL;DR
Onfolio Holdings filed an 8-K on Nov 17, 2025, covering material agreements and equity sales.
AI Summary
Onfolio Holdings, Inc. filed an 8-K on November 19, 2025, reporting on events that occurred on November 17, 2025. The filing includes information on a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure, and Financial Statements and Exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.
Why It Matters
This 8-K filing provides crucial updates on Onfolio Holdings' material agreements and equity transactions, which could impact its financial standing and future business operations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require careful investor scrutiny.
Key Numbers
- 001-41466 — SEC File Number (Identifies the company's filing history with the SEC.)
- 37-1978697 — EIN (Employer Identification Number for tax purposes.)
Key Players & Entities
- Onfolio Holdings, Inc. (company) — Registrant
- November 17, 2025 (date) — Earliest event reported
- November 19, 2025 (date) — Filing date
- Delaware (location) — State of incorporation
FAQ
What specific Material Definitive Agreement was entered into by Onfolio Holdings?
The filing indicates the entry into a Material Definitive Agreement, but the specific details of this agreement are not provided in the provided text excerpt.
What type of equity securities were sold in the unregistered sale?
The filing mentions an 'Unregistered Sales of Equity Securities' but does not specify the type of securities in the provided text.
What is the primary business of Onfolio Holdings, Inc.?
Onfolio Holdings, Inc. is classified under SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374].
When does Onfolio Holdings, Inc.'s fiscal year end?
Onfolio Holdings, Inc.'s fiscal year ends on December 31.
What is the company's business address?
The company's business address is 1007 NORTH ORANGE STREET 4TH FLOOR, WILMINGTON, DE 19801.
Filing Stats: 1,976 words · 8 min read · ~7 pages · Grade level 14.4 · Accepted 2025-11-19 12:23:59
Key Financial Figures
- $0.001 — e on which registered Common Stock, $0.001 par value per share ONFO Nasdaq Cap
- $6,000,000 — ll (i) an aggregate principal amount of $6,000,000 in Senior Secured Convertible Notes (th
- $6,000,000, m — ") in the aggregate principal amount of $6,000,000, maturing on November 17, 2027, which are
- $0 — f Common Stock at a conversion price of $0.984, subject to adjustment as provided
- $2,000,000 — aggregate original principal amount of $2,000,000, or such other amount as the Company an
- $292,000,000 — quent Additional Closings not to exceed $292,000,000, or such other amount as the Company an
Filing Documents
- onfo_8k.htm (8-K) — 46KB
- onfo_ex101.htm (EX-10.1) — 346KB
- onfo_ex102.htm (EX-10.2) — 290KB
- onfo_ex103.htm (EX-10.3) — 65KB
- onfo_ex104.htm (EX-10.4) — 313KB
- onfo_ex105.htm (EX-10.5) — 80KB
- onfo_ex106.htm (EX-10.6) — 169KB
- onfo_ex991.htm (EX-99.1) — 21KB
- 0001654954-25-013270.txt ( ) — 1764KB
- onfo-20251117.xsd (EX-101.SCH) — 5KB
- onfo-20251117_lab.xml (EX-101.LAB) — 17KB
- onfo-20251117_cal.xml (EX-101.CAL) — 1KB
- onfo-20251117_pre.xml (EX-101.PRE) — 12KB
- onfo-20251117_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. 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 per share (the "Common Stock"), and (ii) rights to receive Common Stock (the "Rights"). The Purchase Agreement contains representations and warranties of the Company and the Buyers typical for transactions of this type. In addition, the Purchase Agreement contains customary covenants on the Company's part typical for transactions of this type. The Purchase Agreement also obligates the Company to indemnify the Buyers for certain losses, including those resulting from (i) any misrepresentation or breach of any representation or warranty made by the Company or any subsidiary in any of the Transaction Documents (as defined in the Purchase Agreement), (ii) any breach of any covenant, agreement or obligation of the Company or any subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any subsidiary) or which otherwise involves such indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the securities, (C) any disclosure properly made by such Buyer, or (D) the status of such Buyer or holder of the securities either as an investor in the Company pursuant to the tr
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. Information regarding unregistered sales of securities set forth under Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02. 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.
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On November 18, 2025, the Company issued a press release announcing that the Company entered into the Purchase Agreement and Notes. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. The information provided in this Item 7.01 (including Exhibit 99.1 hereto), is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement between Onfolio Holdings Inc. and Buyers, dated November 17, 2025 10.2 Form of Senior Secured Convertible Note 10.3 Form of Right to Receive Common Stock 10.4 Form of Security and Pledge Agreement 10.5 Form of Guaranty 10.6 Form of Registration Rights Agreement 99.1 Press Release, dated November 18, 2025 3
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: November 19, 2025 By: /s/ Dominic Wells Dominic Wells Chief Executive Officer 4