Onfolio Registers 36.2M Shares for Resale After $6M Note Issuance

TL;DR

**ONFOP is setting up for massive dilution with 36.2 million shares hitting the market, making this a high-risk play despite recent capital raises and digital asset buys.**

AI Summary

Onfolio Holdings Inc. (ONFOP) filed an S-1 to register 36,201,104 shares of common stock for resale by selling stockholders, consisting of 32,727,273 Note Shares from convertible notes and 3,473,831 Right Shares. The company recently secured a private placement of senior secured convertible notes totaling up to $300,000,000, with an initial closing of $6,000,000 on November 17, 2025. These notes are convertible at an initial price of $0.984 per share, with a floor of $0.22, and are secured by substantially all company assets. Onfolio used approximately $2.44 million of these proceeds to acquire digital assets like Ethereum, Solana, and Bitcoin. The company also repaid $250,000 in unsecured promissory notes and $390,000 for the RevenueZen Seller Note on November 28, 2025. On October 23, 2025, Onfolio raised $1.0 million in gross proceeds from a private placement of units, each including common stock and warrants exercisable at $2.50 per share. The company's common stock closed at $0.75 on December 16, 2025, on the Nasdaq Capital Market.

Why It Matters

This S-1 filing signals a significant potential dilution for existing Onfolio Holdings (ONFOP) shareholders, as 36,201,104 shares are being registered for resale by selling stockholders, representing a substantial portion of the 41,328,500 shares outstanding before this offering. While the recent $6 million in secured convertible notes provides capital, the conversion of these notes and rights, coupled with the low conversion floor price of $0.22, could exert downward pressure on the stock price. Investors need to weigh the company's strategy of acquiring and managing online businesses against the immediate dilution risk and the competitive landscape of digital asset management and online business aggregation.

Risk Assessment

Risk Level: high — The risk level is high due to the significant potential for dilution from the 36,201,104 shares of common stock being registered for resale by selling stockholders, which is nearly equivalent to the 41,328,500 shares outstanding before this offering. Additionally, the senior secured convertible notes have a conversion floor price of $0.22, significantly below the December 16, 2025 closing price of $0.75, indicating potential for substantial downward pressure on the stock.

Analyst Insight

Investors should exercise extreme caution and consider the immediate and substantial dilution risk before investing in ONFOP. Monitor the volume and price action of the selling stockholders' resales closely, as significant selling could depress the stock price. Evaluate the company's ability to generate sufficient cash flow from its acquired online businesses to offset the dilutive effects and service its new secured debt.

Key Numbers

• 36,201,104 — Shares of Common Stock offered by Selling Stockholders (Represents potential significant dilution for existing shareholders.)
• $300,000,000 — Aggregate principal amount of senior secured convertible notes (Indicates the total potential debt financing secured by the company.)
• $6,000,000 — Initial aggregate principal amount of Notes issued (Represents the initial capital injection from the convertible note offering.)
• $0.984 — Initial conversion price of Notes (The price at which notes can be converted into common stock, subject to adjustment.)
• $0.22 — Floor price for Note conversion (A critical threshold for potential dilution, significantly below current market price.)
• $2.44 million — Proceeds used for digital asset purchases (Highlights the company's investment in cryptocurrencies like Ethereum, Solana, and Bitcoin.)
• $0.75 — Closing price of common stock on December 16, 2025 (Provides a recent market valuation for ONFO shares.)
• 41,328,500 — Shares of common stock outstanding before this offering (Contextualizes the scale of potential dilution from the 36.2 million shares being registered.)
• $1.0 million — Gross proceeds from October 2025 private placement (Additional capital raised through unit sales, including warrants.)
• $2.50 — Exercise price of warrants from October 2025 offering (Indicates a potential future capital inflow if warrants are exercised.)

Key Players & Entities

• Onfolio Holdings Inc. (company) — Registrant and issuer of securities
• Dominic Wells (person) — Chief Executive Officer of Onfolio Holdings Inc.
• Nasdaq Capital Market (regulator) — Exchange where ONFO and ONFOW are listed
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing
• Lucosky Brookman LLP (company) — Legal counsel for Onfolio Holdings Inc.
• $300,000,000 (dollar_amount) — Aggregate principal amount of senior secured convertible notes
• $6,000,000 (dollar_amount) — Aggregate principal amount of Initial Notes issued
• $2.44 million (dollar_amount) — Net proceeds used to purchase digital assets
• $0.75 (dollar_amount) — Closing price of ONFO common stock on December 16, 2025
• $0.22 (dollar_amount) — Floor price for conversion of senior secured convertible notes

FAQ

Risk Factors

• Reliance on Convertible Notes [high — financial]: The company has secured up to $300,000,000 in senior secured convertible notes, with an initial closing of $6,000,000. These notes are convertible at $0.984 per share, with a floor of $0.22, and are secured by substantially all company assets. This structure introduces significant financial risk and potential dilution.
• Digital Asset Investment Risk [high — financial]: Onfolio used approximately $2.44 million of proceeds from the convertible notes to acquire digital assets like Ethereum, Solana, and Bitcoin. The volatile nature of these assets presents a substantial risk to the company's capital and financial performance.
• Dilution from Selling Stockholders [high — financial]: The S-1 filing registers 36,201,104 shares for resale by selling stockholders, comprising 32,727,273 Note Shares and 3,473,831 Right Shares. This represents a substantial potential increase in outstanding shares relative to the 41,328,500 shares outstanding before this offering, leading to significant dilution.
• Market Volatility of Digital Assets [high — market]: The company's strategy includes acquiring and holding digital assets. The cryptocurrency market is known for extreme price volatility, which can lead to rapid and substantial losses on these investments, impacting the company's financial stability.
• Integration of Acquired Businesses [medium — operational]: Onfolio's strategy involves acquiring and actively managing small online businesses. The success of this strategy depends on effective integration and management of diverse businesses, which carries inherent operational risks.
• Warrant Exercise Potential [medium — financial]: A private placement in October 2025 raised $1.0 million with units including warrants exercisable at $2.50 per share. If these warrants are exercised, it could lead to further dilution and impact the company's capital structure.
• Uncertainty in Digital Asset Regulation [medium — regulatory]: The regulatory landscape for digital assets is still evolving. Changes in regulations could adversely affect the value of Onfolio's digital asset holdings or its ability to operate in this space.
• Secured Debt Obligations [high — financial]: The senior secured convertible notes are backed by substantially all company assets. This means that in case of default, creditors have a primary claim on these assets, potentially leaving common stockholders with little recourse.

Industry Context

Onfolio Holdings operates in the online business acquisition and management sector, focusing on small to medium-sized businesses with annual cash flows up to $5 million. The market for these businesses is characterized as highly fragmented, often allowing for attractive purchase prices. The company targets D2C eCommerce, B2B SEO/marketing services, and B2B digital products, leveraging online marketing for growth.

Regulatory Implications

The company's investment in digital assets exposes it to the evolving and uncertain regulatory landscape of cryptocurrencies. Changes in regulations could impact the valuation of these assets or the company's operational capabilities. Furthermore, the S-1 filing itself is a regulatory requirement for the resale of securities.

What Investors Should Do

1. Assess the impact of potential dilution
2. Evaluate the risks of digital asset investments
3. Analyze the company's debt structure
4. Monitor the company's acquisition strategy execution
5. Consider the exercise price of outstanding warrants

Key Dates

• 2025-11-17: Initial closing of senior secured convertible notes offering — Secured $6,000,000 in capital, with potential for up to $300,000,000, impacting the company's debt structure and future equity.
• 2025-11-28: Repayment of promissory notes and RevenueZen Seller Note — Used $640,000 ($250,000 + $390,000) of proceeds to reduce existing debt obligations.
• 2025-10-23: Private placement of units — Raised $1.0 million in gross proceeds, adding capital and introducing warrants that could lead to future dilution.
• 2025-12-16: Common stock closing price — ONFO closed at $0.75, providing a current market valuation reference point.
• 2020-07-20: Company Incorporation — Established Onfolio Holdings Inc. to acquire and develop online businesses.

Glossary

S-1 Filing

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer securities to the public. (This filing details the proposed offering of shares for resale by selling stockholders and provides crucial information about the company's financial status, business, and risks.)

Selling Stockholders

Existing holders of a company's securities who are offering to sell their shares to the public. (The 36,201,104 shares being registered are for resale by these stockholders, indicating potential significant selling pressure and dilution.)

Convertible Notes

Debt instruments that can be converted into a predetermined amount of the issuer's equity (common stock) at certain times. (Onfolio has issued significant convertible notes ($300M potential) that can convert into common stock, posing a risk of dilution, especially with a low floor price of $0.22.)

Floor Price

The minimum price at which a convertible security can be converted into shares, regardless of the market price of the underlying stock. (The $0.22 floor price for the convertible notes is substantially lower than the current stock price of $0.75, indicating a high potential for conversion and dilution.)

Warrants

Securities that give the holder the right, but not the obligation, to purchase a company's stock at a specified price (exercise price) before a certain expiration date. (Warrants issued in the October 2025 private placement at $2.50 per share could lead to future capital infusion and dilution if exercised.)

Digital Assets

Cryptocurrencies or other digital representations of value that can be traded or transferred digitally. (Onfolio's investment of $2.44 million in assets like Ethereum, Solana, and Bitcoin exposes the company to the high volatility and risks associated with this asset class.)

Senior Secured Convertible Notes

Convertible debt that has priority over other unsecured or junior debt and is backed by specific company assets as collateral. (These notes represent a significant debt obligation secured by company assets, increasing financial risk and potential claims on assets.)

Dilution

The reduction in the ownership percentage of a company's shares that occurs when a company issues new shares. (The registration of 36.2 million shares for resale and the potential conversion of convertible notes at a low floor price represent significant risks of dilution for existing shareholders.)

Year-Over-Year Comparison

This S-1 filing focuses on the registration of shares for resale by selling stockholders and details recent financing activities, including a significant convertible note issuance and digital asset purchases. It highlights substantial potential dilution and financial risk due to the convertible notes' terms and the volatile nature of digital assets. Information on revenue growth, margin changes, or specific operational metrics compared to a prior period is not detailed within this S-1 excerpt.

Key Financial Figures

• $0.001 — p to 36,201,104 shares of common stock, $0.001 par value per share (the "Common Stock"
• $300,000,000 — an aggregate principal amount of up to $300,000,000 (the "Notes") to the buyers party there
• $6,000,000 — arty thereto, of which a Note having an $6,000,000 aggregate principal amount was issued a
• $0.22 — in the Notes and a floor price equal to $0.22. The Rights are exercisable or settleab
• $0.75 — rrants on the Nasdaq Capital Market was $0.75 and $0.085, respectively. Investing in
• $0 — the Nasdaq Capital Market was $0.75 and $0.085, respectively. Investing in our se
• $1.0 million — h it raised aggregate gross proceeds of $1.0 million on October 23, 2025. The financing cons
• $50,000 — onsisted of the sale of units priced at $50,000 per unit, with each unit consisting of
• $2.50 — of common stock at an exercise price of $2.50 per share. The warrants expire on Augus
• $250,000 — 025, the Company repaid an aggregate of $250,000 of outstanding indebtedness under three
• $390,000 — 025, the Company repaid an aggregate of $390,000 of outstanding indebtedness under a pro
• $300.0 million — up to an aggregate principal amount of $300.0 million of the Notes, together with Rights. Pur
• $6.0 million — n initial aggregate principal amount of $6.0 million of Notes on November 17, 2025 (the "Ini
• $2.0 million — ce of additional notes, including up to $2.0 million in a first additional closing and up to
• $292.0 million — ional closing and up to an aggregate of $292.0 million in one or more subsequent additional cl

Filing Documents

• onfo_s1.htm (S-1) — 361KB
• onfo_ex51.htm (EX-5.1) — 14KB
• onfo_ex231.htm (EX-23.1) — 2KB
• onfo_ex107.htm (EX-FILING FEES) — 26KB
• onfo_s1img2.jpg (GRAPHIC) — 3KB
• onfo_ex51img2.jpg (GRAPHIC) — 5KB
• 0001654954-25-014068.txt ( ) — 559KB
• onfo-20251216.xsd (EX-101.SCH) — 5KB
• onfo-20251216_lab.xml (EX-101.LAB) — 6KB
• onfo-20251216_cal.xml (EX-101.CAL) — 1KB
• onfo-20251216_pre.xml (EX-101.PRE) — 4KB
• onfo-20251216_def.xml (EX-101.DEF) — 2KB
• onfo_ex107_htm.xml (XML) — 8KB

RISK FACTORS

RISK FACTORS 6 CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS 7

USE OF PROCEEDS

USE OF PROCEEDS 8 DIVIDEND POLICY 8

DILUTION

DILUTION DETERMINATION OF OFFERING PRICE 8

BUSINESS

BUSINESS 8 SELLING STOCKHOLDERS 21

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 22 PLAN OF DISTRIBUTION 27 LEGAL MATTERS 29 EXPERTS 29 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 29 WHERE YOU CAN FIND MORE INFORMATION 30 You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus is correct as of any time after its date. 1 Table of Contents ABOUT THIS PROSPECTUS We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under "Where You Can Find More Information." You should carefully read this prospectus as well as additional information described under "Incorporation of Certain Documents by Reference," before deciding to invest in our securities. We have not, and the placement agent has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information cont

RISK FACTORS

RISK FACTORS Before purchasing any of the securities you should carefully consider the risk factors incorporated by reference in this prospectus from our Annual Report on Form 10-K, and any subsequent updates described in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. For a description of these reports and documents, and information about where you can find them, see "Additional Information" and "Incorporation of Certain Information By Reference". Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business, and prospects. 6 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "we believe," "we intend," "may," "should," "will," "could" and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. You should not place undue reliance on these forward-looking statements. Examples of forward-looking statements include, but are not limited to: the anticipated timing of the development of future products; projections of costs, revenue, earnings, capital structure and other financial items;

USE OF PROCEEDS

USE OF PROCEEDS We are not selling any securities in this prospectus. All proceeds from the resale of the Shares offered by this prospectus will belong to the Selling Stockholders. We will not receive any proceeds from the Shares by the Selling Stockholders. DIVIDEND POLICY We have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to use all available funds and any future earnings for use in financing the growth of our business and to meet our series A preferred stock dividend obligations. Any future determination to pay dividends will be at the discretion of our Board and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors our Board deems relevant. DETERMINATION OF OFFERING PRICE The Selling Stockholders will offer Common Stock at the prevailing market prices or privately negotiated prices. The offering price of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our Common Stock may not trade at the market prices in excess of the offering prices for Common Stock in any public market will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

BUSINESS

BUSINESS Company Overview Onfolio Holdings Inc. was incorporated on July 20, 2020 under the laws of Delaware to acquire and develop high-growth and profitable online businesses. Unless the context otherwise requires, all references to "our Company," "we," "our" or "us" and other similar terms means Onfolio Holdings Inc., a Delaware corporation, and our wholly owned subsidiaries. We acquire controlling interests in and actively manage small online businesses that we believe (i) operate in sectors with long-term growth opportunities, (ii) have positive and stable cash flows, (iii) face minimal threats of technological or competitive obsolescence and (iv) can be managed by our existing team or have strong management teams largely in place. Through the acquisition and growth of a diversified group of online businesses with these characteristics, we believe we offer investors in our shares an opportunity to diversify their own portfolio risk. Our long-term goal is to build a world-class holding company that acquires, operates, and scales profitable online businesses. We aim to do this through operational excellence, smart capital deployment, strong leadership and infrastructure, and the maintenance of an innovator and small business owner's mindset. 8 Table of Contents Our ideal acquisition candidate has the following characteristics: Proven customer acquisition track record A product, physical or digital with satisfied customers and brand equity Upwards growth trajectory Growing industry or sector Attractive purchase price Under-utilized marketing assets or channels Passionate, high-value audience or customer base Attractive profit margin and cashflow and Diversified traffic and revenue sources. We currently operate in the following business models: D2C eCommerce, B2B SEO and marketing services as well as B2B digital products. We anticipate a combination of continuous expansion of these verticals and increasing our share within them. Our business m

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