Statistiche di base
| CIK | 1825452 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Onfolio Holdings, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| May 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2026 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41466 ONFOLIO HOLDINGS INC. |
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| May 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2026 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organization) ( |
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| May 14, 2026 |
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF ONFOLIO HOLDINGS INC. Pursuant to Section 242 of the General Corporation Law Onfolio Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify: 1. The Board of Directors of the Corporation has duly adopted a resolution setting forth a propo |
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| May 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2026 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporatio |
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| May 1, 2026 |
Onfolio Holdings Regains Compliance with Nasdaq Minimum Bid Price Requirement EXHIBIT 99.1 Onfolio Holdings Regains Compliance with Nasdaq Minimum Bid Price Requirement WILMINGTON, Del., May 1, 2026 (GLOBE NEWSWIRE) - Onfolio Holdings, Inc. (Nasdaq: ONFO, ONFOW) (OTC: ONFOP) (the “Company” or “Onfolio”), an owner-operator of cash-generative online businesses, today announced that it has received written notification from The Nasdaq Stock Market LLC (“Nasdaq”) confirming tha |
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| May 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2026 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporatio |
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| May 1, 2026 |
EXHIBIT 17.1 April 27, 2026 Dom and the Board of Directors of Onfolio Holdings, Inc. Please accept this letter as formal notification of my resignation from the Board of Directors of Onfolio Holdings, Inc., effective May 31, 2026. A long-time colleague has recently and unexpectedly invited me to join the board of another public company. Accepting this new role would bring my total active public bo |
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| April 30, 2026 |
ONFOLIO HOLDINGS INC. 32,696,345 Shares of Common Stock offered by the Selling Stockholder PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-292216 ONFOLIO HOLDINGS INC. 32,696,345 Shares of Common Stock offered by the Selling Stockholder This prospectus relates to the offering and resale by the Selling Stockholder identified herein (the “Selling Stockholder”) of up to 32,696,345 shares of common stock, $0.001 par value per share (the “Common Stock”), of Onfolio Holdings |
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| April 16, 2026 |
LIMITED WAIVER AND AMENDMENT AGREEMENT EXHIBIT 10.3 EXECUTION VERSION LIMITED WAIVER AND AMENDMENT AGREEMENT This Limited Waiver and Amendment Agreement (the “Agreement”), dated as of April 10, 2026, is by and between Onfolio Holdings Inc., a Delaware corporation (the “Company”), and the holder identified on the signature page hereto (the “Holder”). WHEREAS, the Company and the Holder entered into (i) that certain Securities Purchase A |
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| April 16, 2026 |
EQUITY PURCHASE FACILITY AGREEMENT EXHIBIT 10.1 Execution Version EQUITY PURCHASE FACILITY AGREEMENT THIS EQUITY PURCHASE FACILITY AGREEMENT (this “Agreement”), dated as of April 10, 2026, is made by and between [****], or its registered assigns (the “Investor”) and ONFOLIO HOLDINGS INC., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the |
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| April 16, 2026 |
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 10, 2026, is made by and between [****] (the “Investor”), and ONFOLIO HOLDINGS INC., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”. WHEREAS, the Company and the Investor have |
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| April 16, 2026 |
Onfolio Holdings Inc. Secures $100 Million Equity Purchase Facility EXHIBIT 99.1 Onfolio Holdings Inc. Secures $100 Million Equity Purchase Facility to Accelerate Acquisition Strategy Facility provides discretionary capital as Company scales AI-powered services and builds on first positive EBITDA year WILMINGTON, Del., April 16, 2026 (GLOBE NEWSWIRE) Onfolio Holdings, Inc. (Nasdaq: ONFO, ONFOW) (OTC: ONFOP), an owner-operator of cash-generative online businesses, |
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| April 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2026 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporatio |
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| April 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2026 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 9, 2026 |
As filed with the U.S. Securities and Exchange Commission on April 9, 2026 As filed with the U.S. Securities and Exchange Commission on April 9, 2026 Registration No. 333-292216 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 37-1978697 (State or Other jurisdiction of incorpo |
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| April 8, 2026 |
EXHIBIT 99.1 |
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| April 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2026 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporatio |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41466 ONFOLIO HOLDINGS INC. (Exac |
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| March 31, 2026 |
SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Parent Company Onfolio Holdings Inc Delaware Subsidiaries Onfolio LLC Delaware Vital Reaction LLC Delaware Onfolio Assets, LLC Delaware SEO Butler Limited England/Whales Proofreadanywhere LLC Delaware Contentellect LLC Delaware WP Folio LLC Delaware RevenueZen, LLC Delaware DDS Rank, LLC Delaware Eastern Standard, LLC Delaware Onfolio Management, LLC Del |
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| March 31, 2026 |
EXHIBIT 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Authorized and Outstanding Capital Stock The following description of our Company’s capital stock and provisions of our amended and restated certificate of incorporation (“certificate of incorporation”) and our amended and restated bylaws (“bylaws”) are summaries and are |
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| March 31, 2026 |
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 2025 EXHIBIT 10.10 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 2025 Compensation for our directors is discretionary and is reviewed from time to time by our Board of Directors. Any determinations with respect to Board compensation are made by our Board of Directors. During Fiscal year 2025, each of our independent directors who serve on our Board received 30,000 stock options and a quarterly stipend of $ |
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| February 13, 2026 | ||
| February 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| January 28, 2026 |
As filed with the U.S. Securities and Exchange Commission on January 28, 2026 As filed with the U.S. Securities and Exchange Commission on January 28, 2026 Registration No. 333- 292216 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 37-1978697 (State or Other jurisdiction of inc |
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| January 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| January 13, 2026 |
Onfolio Shares Update on Path to Profitability EXHIBIT 99.1 Onfolio Shares Update on Path to Profitability Company Roadmap outlines near-term operating priorities and execution focus Onfolio Holdings Inc. Tue, January 13, 2026 at 8:00 AM EST WILMINGTON, Del., Jan. 13, 2026 (GLOBE NEWSWIRE) - Onfolio Holdings, Inc. (Nasdaq: ONFO, ONFOW) (OTC: ONFOP), an owner-operator of cash-generative online businesses, today published a detailed article outl |
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| January 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2026 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporat |
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| January 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 6, 2026 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporati |
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| December 18, 2025 |
As filed with the U.S. Securities and Exchange Commission on December 17, 2025 As filed with the U.S. Securities and Exchange Commission on December 17, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 37-1978697 (State or Other jurisdiction of incorporation or organizatio |
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| December 18, 2025 |
EXHIBIT 107 CALCULATION OF FILING FEE TABLES Form S-1 Onfolio Holdings Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par value $0.001 per share Other 36,201,104 ( |
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| November 19, 2025 |
ONFOLIO HOLDINGS, INC. SENIOR SECURED CONVERTIBLE NOTE EXHIBIT 10.2 EXECUTION VERSION NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRAT |
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| November 19, 2025 |
ONFOLIO HOLDINGS INC. RIGHT TO RECEIVE COMMON STOCK EXHIBIT 10.3 EXECUTION VERSION NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRAT |
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| November 19, 2025 |
EXHIBIT 99.1 Onfolio Holdings Secures Up to $300 Million in Financing Capital to Expand Digital Asset Treasury, Generate Staking Yield, Strengthen Balance Sheet, and Accelerate Operating Growth First $6 million tranche closing November 18; materially strengthens financial position and supports the company’s next phase of expansion WILMINGTON, Del., Nov. 18, 2025 — Onfolio Holdings Inc. (Nasdaq: ON |
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| November 19, 2025 |
EXHIBIT 10.1 EXEUCTION VERSION SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 17, 2025, is by and among Onfolio Holdings Inc., a Delaware corporation with offices located at 1007 North Orange Street, 4th Floor, Wilmington, DE 19801 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “ |
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| November 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2025 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organizat |
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| November 19, 2025 |
EXHIBIT 10.4 EXECUTION VERSION SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of November 17, 2025 (this “Agreement”), made by Onfolio Holdings, Inc., a Delaware corporation with offices located at 1007 North Orange Street, 4th Floor, Wilmington, DE 19801 (the “Company”), and each of the direct and indirect Domestic Subsidiaries (as defined below) of the Company, if any, fro |
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| November 19, 2025 |
EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2025, is by and among Onfolio Holdings Inc., a Delaware corporation with offices located at 1007 North Orange Street, 4th Floor, Wilmington, DE 19801 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with t |
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| November 19, 2025 |
EXHIBIT 10.5 EXECUTION VERSION GUARANTY This GUARANTY, dated as of November 17, 2025 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of [●], in its capacity as collateral agent (in such capacity, the “ Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as define |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41466 ONFOLIO HOLDINGS INC. |
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| October 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 21, 2025 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organizati |
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| October 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2025 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organizatio |
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| September 2, 2025 |
ONFOLIO HOLDINGS INC. 6,199,863 Shares of Common Stock Issuable Upon the Exercise of Warrants Prospectus Filed Pursuant To Rule 424(B)(4) Registration No. 333-289787 ONFOLIO HOLDINGS INC. 6,199,863 Shares of Common Stock Issuable Upon the Exercise of Warrants This prospectus relates to 6,199,863 shares of common stock issuable upon the exercise of warrants including 6,117,250 shares of common stock issuable upon exercise of warrants issued to investors in our initial public offering (the “ |
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| August 29, 2025 |
X0101 EFFECT 33 LIVE 2025-08-29 17:30:00 S-1 0001825452 Onfolio Holdings, Inc 333-289787 |
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| August 27, 2025 |
Onfolio Holdings Inc. August 27, 2025 VIA EDGAR ONLY United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Onfolio Holdings Inc. (the "Company") Registration Statement on Form S-1 File No. 333-289787 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully r |
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| August 26, 2025 |
August 26, 2025 Dominic Wells Chief Executive Officer Onfolio Holdings Inc. 1007 North Orange Street, 4th Floor Wilmington, DE 19801 Re: Onfolio Holdings Inc. Registration Statement on Form S-1 Filed August 22, 2025 File No. 333-289787 Dear Dominic Wells: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rule 461 regarding requests for |
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| August 22, 2025 |
As filed with the U.S. Securities and Exchange Commission on August 22, 2025 As filed with the U.S. Securities and Exchange Commission on August 22, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 37-1978697 (State or Other jurisdiction of incorporation or organization) |
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| August 22, 2025 |
SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Parent Company Onfolio Holdings Inc Delaware Subsidiaries Onfolio LLC Delaware Mighty Deals LLC Delaware Vital Reaction LLC Delaware Onfolio Assets, LLC Delaware SEO Butler Limited England/Whales Proofreadanywhere LLC Delaware Contentellect LLC Delaware WP Folio LLC Delaware RevenueZen, LLC Delaware DDS Rank, LLC Delaware Eastern Standard, LLC Delaware O |
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| August 22, 2025 |
EXHIBIT 107 CALCULATION OF FILING FEE TABLES Form S-1 Onfolio Holdings Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par value $0.001 per share Other 6,117,250 (2 |
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| August 14, 2025 |
Employee Agreement Amendment March 25, 2025 – Dominic Wells EXHIBIT 10.1 EMPLOYEE AGREEMENT AMENDMENT This Employee Agreement Amendment (the “Agreement”) is made and entered into on March 25, 2025, by Onfolio Holdings Inc., a Delaware corporation (the “Company”), including its subsidiaries, affiliates, assignees, and successors, each of whom are expressly authorized to enforce this Agreement, and who are referenced herein as the “Company” and Dominic Wells |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41466 ONFOLIO HOLDINGS INC. |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organization |
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| August 5, 2025 |
As filed with the U.S. Securities and Exchange Commission on August 5, 2025 As filed with the U.S. Securities and Exchange Commission on August 5, 2025 Registration No. 333-264191 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 37-1978697 (State or Other jurisdi |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2 |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2 |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2 |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41466 ONFOLIO HOLDINGS INC. |
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| April 16, 2025 |
List of issuer and guarantor subsidiaries EXHIBIT 22.1 List of Issuers and Guarantor Subsidiaries Entity Jurisdiction of Incorporation or Organization 11.0% Promissory Note Due December 31, 2025 RevenueZen LLC Delaware Issuer of the Note Pledged security interest in all assets of RevenueZen LLC to secure the Note Onfolio Holdings, Inc. Delaware Guarantor of the Note Entity Jurisdiction of Incorporation or Organization 7.0% Promissory Note |
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| April 16, 2025 |
Subsidiaries of the Registrant EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Parent Company Onfolio Holdings Inc Delaware Subsidiaries Onfolio LLC Delaware Mighty Deals LLC Delaware Vital Reaction LLC Delaware Onfolio Assets, LLC Delaware SEO Butler Limited England/Whales Proofreadanywhere LLC Delaware Contentellect LLC Delaware WP Folio LLC Delaware RevenueZen, LLC Delaware DDS Rank, LLC Delaware Eastern Standard, LLC Delaware O |
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| April 16, 2025 |
Description of Registrant’s Securities EXHIBIT 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Authorized and Outstanding Capital Stock The following description of our Company’s capital stock and provisions of our amended and restated certificate of incorporation (“certificate of incorporation”) and our amended and restated bylaws (“bylaws”) are summaries and are |
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| April 16, 2025 |
Non-Employee Director Compensation Policy 2024 EXHIBIT 10.10 2024 Non-Employee Director Compensation Policy Compensation for our directors is discretionary and is reviewed from time to time by our Board of Directors. Any determinations with respect to Board compensation are made by our Board of Directors. During Fiscal year 2024, each of our independent directors who serve on our Board received a quarterly stipend of $5,000 payable in cash. Ad |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41466 ONFOLIO HOLDINGS INC. (Exac |
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| April 16, 2025 |
EXHIBIT 19.1 Onfolio Holdings Inc. Insider Trading Policy This Insider Trading Policy describes the standards of Onfolio Holdings Inc. and its subsidiaries (the "Company") on trading, and causing the trading of, the Company's securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided into two parts: the first part pro |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2024 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of (Commis |
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| February 28, 2025 |
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS EXHIBIT 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following unaudited pro forma combined financial data are presented to illustrate the effect the October 18, 2024 acquisition by Onfolio Holdings, Inc. (the “Company”), from Eastern Standard, LLC, substantially all of the Seller’s assets utilized in the operation of the business of digital marketing services, including integrated b |
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| February 28, 2025 |
EXHIBIT 99.1 EASTERN STANDARD, LLC Table of Contents Page Financial Statements for the Nine Months September 30, 2024 and 2023: Unaudited Balance Sheets 1 Unaudited Statements of Operations 2 Unaudited Statements of Members' Equity 3 Unaudited Statements of Cash Flows 4 Unaudited Notes to Financial Statements 5-11 Financial Statements for the Years ended December 31, 2023 and 2022: Independent Aud |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGECOMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2024 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organizati |
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| December 20, 2024 |
Onfolio Holdings Inc. Appoints Adam Trainor as Interim Chief Financial Officer EXHIBIT 99.1 Onfolio Holdings Inc. Appoints Adam Trainor as Interim Chief Financial Officer WILMINGTON, Del., December 20, 2024 (GLOBE NEWSWIRE) - Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (OTC: ONFOP) (the "Company" or "Onfolio"), a company that acquires and manages a diversified portfolio of online businesses, today announced that it has appointed Adam Trainor as interim Chief Financial Office |
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| December 20, 2024 |
Employee Agreement dated as of December 19, 2024, by the Company and Adam Trainor EXHIBIT 10.1 EMPLOYEE AGREEMENT This Agreement (the “Agreement”) is made and entered into as December 19 2024 by Onfolio Holdings Inc., a Delaware corporation (the “Company”), including its subsidiaries, affiliates, assignees, and successors, each of whom are expressly authorized to enforce this Agreement, and who are referenced herein as “the Company” and Adam Trainor, referenced herein as “you” |
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| December 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2024 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organizat |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 37-1978697 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No. |
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| December 5, 2024 |
Form of Series A Preferred Stock Certificate EXHIBIT 4.1 |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41466 ONFOLIO HOLDINGS INC. |
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| November 14, 2024 |
List of issuer and guarantor subsidiaries EXHIBIT 22.1 List of Issuers and Guarantor Subsidiaries Entity Jurisdiction of Incorporation or Organization 11.0% Promissory Note Due December 31, 2025 RevenueZen LLC Delaware Issuer of the Note Pledged security interest in all assets of RevenueZen LLC to secure the Note Onfolio Holdings, Inc. Delaware Guarantor of the Note Entity Jurisdiction of Incorporation or Organization 7.0% Promissory Note |
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| October 28, 2024 |
ONFO / Onfolio Holdings, Inc. / ARBERMAN JOEL - FORM SC 13G Passive Investment SC 13G 1 onfosc13g.htm FORM SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Onfolio Holdings Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 68277K 207 (CUSIP Number) October 25, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate bo |
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| October 22, 2024 |
Form of $800,000 Promissory Note EXHIBIT 10.2 (Execution Version) PROMISSORY NOTE $850,000.00 Effective October 1, 2024 FOR VALUE RECEIVED, the undersigned, EASTERN STANDARD, LLC, a Delaware limited liability company (“Maker”), promises to pay to the order of Eastern Standard, LLC, a Pennsylvania limited liability company, (“Payee” or “Company”) having a mailing address of PO Box 275, Linwood, New Jersey 08221, the initial princi |
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| October 22, 2024 |
Onfolio Holdings Inc. Acquires Eastern Standard Business EXHIBIT 99.1 Onfolio Holdings Inc. Acquires Eastern Standard Business WILMINGTON, Del., October 22, 2024 (GLOBE NEWSWIRE) - Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (the "Company" or "Onfolio"), a company that acquires and manages a diversified portfolio of online businesses, today announced that it has successfully completed the previously disclosed transaction to acquire the majority interest |
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| October 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2024 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organizati |
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| October 22, 2024 |
EXHIBIT 10.3 (Execution Version) SECURITY AGREEMENT THIS SECURITY AGREEMENT (the “Agreement”) made and dated to be effective as of October 1, 2024, by and between EASTERN STANDARD, LLC, a Delaware limited liability company (the “Company”), and EASTERN STANDARD, LLC, a Pennsylvania limited liability company (the “Seller”). BACKGROUND A. Company and Seller are parties to that certain Asset Purchase |
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| October 22, 2024 |
Form of $400,000 Promissory Note EXHIBIT 10.1 (Execution Version) SHORT TERM PROMISSORY NOTE $400,000.00 Effective October 1, 2024 FOR VALUE RECEIVED, the undersigned, EASTERN STANDARD, LLC (the “Maker”), a Delaware limited liability company, promises to pay to the order of Eastern Standard, LLC, (“Payee” or “Company”) having a mailing address of PO Box 275, Linwood, New Jersey 08221, the initial principal amount of FOUR HUNDRED |
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| October 22, 2024 |
EXHIBIT 2.2 Eastern Standard LLC 8 The Green Dover, Delaware 19901 October 18, 2023 Eastern Standard, LLC, Mark Gisi, James Keller and Vincent Giordano PO Box 275 Linwood, NJ 08221 Ladies & Gentlemen: Re: Agreements Regarding Closing Reference is made to the Asset Purchase Agreement, between Eastern Standard LLC, a Delaware limited liability company (“Buyer”) and Eastern Standard, LLC, a Pennsylva |
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| October 22, 2024 |
EXHIBIT 10.4 (Execution Version) GUARANTY THIS GUARANTY (this “Guaranty”) dated , to be effective October 1, 2024, is made by ONFOLIO HOLDINGS, INC, a Delaware corporation, (“Guarantor”) in favor of EASTERN STANDARD, LLC, a Pennsylvania limited liability company (“Lender”). RECITALS WHEREAS, pursuant to that certain Asset Sale and Purchase Agreement by and among Lender, Guarantor, EASTERN STANDARD |
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| October 1, 2024 |
ONFO / Onfolio Holdings, Inc. / ARBERMAN JOEL - SC 13G Passive Investment SC 13G 1 onfosc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Onfolio Holdings Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 68277K 207 (CUSIP Number) May 23, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| September 24, 2024 |
Asset Purchase Agreement - Eastern Standard EXHIBIT 2.1 (Execution Version) ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (“Agreement”) is made and entered into 09/20/2024 to be effective October 1, 2024 (“Effective Date”) by and between EASTERN STANDARD, LLC (“Seller”), a Pennsylvania limited liability company, Mark Gisi, James Keller and Vincent Giordano (each an “Owner” and collectively “Owners”), EASTERN STANDARD LLC (“Buyer”), |
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| September 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2024 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organiza |
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| September 24, 2024 |
Onfolio Holdings Inc. Signs Agreement To Acquire Eastern Standard Business EXHIBIT 99.1 Onfolio Holdings Inc. Signs Agreement To Acquire Eastern Standard Business Wilmington, Del., Sep. 24, 2024 (GLOBE NEWSWIRE) - Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (the "Company" or "Onfolio"), a company that acquires and manages a diversified portfolio of online businesses, today announced that it has entered into an asset purchase agreement to acquire the majority interest in |
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| August 14, 2024 |
List of issuer and guarantor subsidiaries EXHIBIT 22.1 List of Issuers and Guarantor Subsidiaries Entity Jurisdiction of Incorporation or Organization 11.0% Promissory Note Due December 31, 2025 RevenueZen LLC Delaware Issuer of the Note Pledged security interest in all assets of RevenueZen LLC to secure the Note Onfolio Holdings, Inc. Delaware Guarantor of the Note Entity Jurisdiction of Incorporation or Organization 7.0% Promissory Note |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41466 ONFOLIO HOLDINGS INC. |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2024 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organization |
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| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2 |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2024 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation |
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| June 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2 |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41466 ONFOLIO HOLDINGS INC. |
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| May 14, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2024 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| May 3, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2024 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation o |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23,2024 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation |
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| April 1, 2024 |
Employment Agreement dated as of January 1, 2023, by the Company and Robert te Braake EXHIBIT 10.17 |
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| April 1, 2024 |
Description of Registrant’s Securities EXHIBIT 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Authorized and Outstanding Capital Stock The following description of our Company’s capital stock and provisions of our amended and restated certificate of incorporation (“certificate of incorporation”) and our amended and restated bylaws (“bylaws”) are summaries and are |
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| April 1, 2024 |
Nonemployee Director Compensation Policy 2023 EXHIBIT 10.10 2023 Non-Employee Director Compensation Policy Compensation for our directors is discretionary and is reviewed from time to time by our Board of Directors. Any determinations with respect to Board compensation are made by our Board of Directors. During Fiscal year 2023, each of our independent directors who serve on our Board received a quarterly stipend of $5,000 payable in cash. Ea |
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| April 1, 2024 |
EXHIBIT 97.1 ONFOLIO HOLDINGS INC. NASDAQ RULE 5608 EXECUTIVE OFFICER COMPENSATION CLAWBACK POLICY Effective November 23, 2023 1. Policy Purpose. The purpose of this Onfolio Holdings Inc. Nasdaq Rule 5608 Executive Officer Compensation Clawback Policy (this “Policy”) is to enable Onfolio Holdings Inc. and its subsidiaries and affiliates (the “Company”) to recover Erroneously Awarded Compensation i |
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| April 1, 2024 |
EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Parent Company Onfolio Holdings Inc Delaware Subsidiaries Onfolio LLC Delaware Onfolio Crafts LLC Delaware Mighty Deals LLC Delaware Vital Reaction LLC Delaware Onfolio Assets, LLC Delaware SEO Butler Limited England/Whales Proofreadanywhere LLC Delaware Contentellect LLC Delaware WP Folio LLC Delaware RevenueZen, LLC Delaware |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41466 ONFOLIO HOLDINGS INC. (Exac |
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| April 1, 2024 |
List of issuer and guarantor subsidiaries EXHIBIT 22.1 List of Issuers and Guarantor Subsidiaries Entity Jurisdiction of Incorporation or Organization 3.0% Promissory Note Due October 13, 2023 RevenueZen LLC Delaware Issuer of the Note Pledged security interest in all assets of RevenueZen LLC to secure the Note Onfolio Holdings, Inc. Delaware Guarantor of the Note |
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| March 18, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-264191 Prospectus Supplement No. 9 to Prospectus dated May 15, 2023 ONFOLIO HOLDINGS INC. 6,199,863 Shares of Common Stock Issuable Upon the Exercise of Warrants This Prospectus Supplement No. 9 (“Prospectus Supplement No. 9”) relates to the Prospectus of Onfolio Holdings Inc., dated May 15, 2023 (the “Prospectus”), relating to 6,199,883 shares |
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| March 15, 2024 |
RevenueZen, eLLC FINANCIAL STATEMENTS December 31, 2023 AND 2022 EXHIBIT 99.1 RevenueZen, eLLC FINANCIAL STATEMENTS December 31, 2023 AND 2022 RevenueZen, LLC Page Financial Statements: Independent Auditor’s Report 3 Balance Sheets 4 Statements of Operations 5 Statements of Stockholders' Deficit 6 Statements of Cash Flows 7 Notes to Financial Statements 8 Page 2 Independent Auditor’s Report To the Members’ and Board of Directors of RevenueZen, LLC Opinion We ha |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2023 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of (Commi |
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| March 15, 2024 |
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS EXHIBIT 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following unaudited pro forma combined financial data are presented to illustrate the effect the December 31, 2023 acquisition by Onfolio Holdings, Inc. (the “Company”), from RevenueZen, LLC, (“RevenueZen”), substantially all of RevenueZen’s assets utilized in the operation of the RevenueZen business (the “Acquired Business”). Reve |
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| February 14, 2024 |
ONFO / Onfolio Holdings, Inc. / Walleye Capital LLC Passive Investment SC 13G/A 1 walleye-onfo123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Onfolio Holdings, Inc (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 68277K207 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| January 29, 2024 |
As filed with the Securities and Exchange Commission on January 26, 2024 As filed with the Securities and Exchange Commission on January 26, 2024 Registration No. |
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| January 29, 2024 |
EXHIBIT 22.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation in this Registration Statement on Form S-8 of our report dated April 11, 2023, relating to the financial statements of Onfolio Holdings, Inc. as of December 31, 2022 and 2021 and to all references to our firm included in this Registration Statement. Certified Public Accountants Lakewood, CO |
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| January 29, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Onfolio Holdings Inc. |
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| January 4, 2024 |
EXHIBIT 99.1 Onfolio Holdings Inc. Acquires RevenueZen Business January 4, 2024 WILMINGTON, Del., January 4, 2024 (GLOBE NEWSWIRE) - Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (the "Company" or "Onfolio"), a holding company that acquires and manages a diversified portfolio of online businesses across a broad range of verticals, today announced that it has closed on an asset purchase agreement (th |
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| January 4, 2024 |
Asset Purchase Agreement - RevenueZen EXHIBIT 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (“Agreement”) is made and entered into as of December 31, 2023 (“Effective Date”) by and between REVENUEZEN LLC an Oregon limited liability company (“Seller”), Alex Boyd (“Alex”), Fitz Cyr formerly known as Amanda Cyr (“Fitz”), John Rockwell Pedden (“Rocky”), Kenneth Marshall (“Ken”), and John Estafanous (“John, together with Alex, |
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| January 4, 2024 |
EXHIBIT 10.1 PROMISSORY NOTE $440,000.00 December 31, 2023 FOR VALUE RECEIVED, the undersigned, RevenueZen LLC, a Delaware limited liability company (the “Maker”), promises to pay to the order of RevenueZen LLC, an Oregon limited liability company (the “Payee”), the initial principal amount of FOUR HUNDRED FORTY THOUSAND DOLLARS ($440,000.00), together with interest at eleven percent (11.0%) per a |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2023 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organizat |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2023 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organizati |
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| December 13, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-264191 Prospectus Supplement No. 8 to Prospectus dated May 15, 2023 ONFOLIO HOLDINGS INC. 6,199,863 Shares of Common Stock Issuable Upon the Exercise of Warrants This Prospectus Supplement No. 8 (“Prospectus Supplement No. 8”) relates to the Prospectus of Onfolio Holdings Inc., dated May 15, 2023 (the “Prospectus”), relating to 6,199,883 shares |
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| November 15, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-264191 Prospectus Supplement No. 7 to Prospectus dated May 15, 2023 ONFOLIO HOLDINGS INC. 6,199,863 Shares of Common Stock Issuable Upon the Exercise of Warrants This Prospectus Supplement No. 7 (“Prospectus Supplement No. 7”) relates to the Prospectus of Onfolio Holdings Inc., dated May 15, 2023 (the “Prospectus”), relating to 6,199,883 shares |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41466 ONFOLIO HOLDINGS INC. |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2023 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of (Commission (I.R.S. Employe |
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| November 6, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-264191 Prospectus Supplement No. 6 to Prospectus dated May 15, 2023 ONFOLIO HOLDINGS INC. 6,199,863 Shares of Common Stock Issuable Upon the Exercise of Warrants This Prospectus Supplement No. 6 (“Prospectus Supplement No. 6”) relates to the Prospectus of Onfolio Holdings Inc., dated May 15, 2023 (the “Prospectus”), relating to 6,199,883 shares |
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| November 6, 2023 |
Employee Agreement dated as of November 1, 2023, by the Company and Esbe van Heerden EXHIBIT 10.1 EMPLOYEE AGREEMENT This Agreement (the “Agreement”) is made and entered into as November 01 2023 by Onfolio Holdings Inc., a Delaware corporation (the “Company”), including its subsidiaries, affiliates, assignees, and successors, each of whom are expressly authorized to enforce this Agreement, and who are referenced herein as “the Company” and Esbe van Heerden, referenced herein as “y |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2023 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporat |
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| October 27, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-264191 Prospectus Supplement No. 5 to Prospectus dated May 15, 2023 ONFOLIO HOLDINGS INC. 6,199,863 Shares of Common Stock Issuable Upon the Exercise of Warrants This Prospectus Supplement No. 5 (“Prospectus Supplement No. 5”) relates to the Prospectus of Onfolio Holdings Inc., dated May 15, 2023 (the “Prospectus”), relating to 6,199,883 shares |
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| October 24, 2023 |
EXHIBIT 99.1 Onfolio Holdings Inc. Provides Update on 506(c) Series A Preferred Share Offering More than $1M in non-dilutive funding was raised from a combination of preferred shares and promissory notes WILMINGTON, Del., Oct. 18, 2023 (GLOBE NEWSWIRE) - Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (the "Company" or "Onfolio") provides an update on its offering of up to 400,000 shares of its Series |
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| October 24, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 2, 2023 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorpor |
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| October 18, 2023 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 2, 2023 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organizatio |
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| October 18, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-264191 Prospectus Supplement No. 4 to Prospectus dated May 15, 2023 ONFOLIO HOLDINGS INC. 6,199,863 Shares of Common Stock Issuable Upon the Exercise of Warrants This Prospectus Supplement No. 4 (“Prospectus Supplement No. 4”) relates to the Prospectus of Onfolio Holdings Inc., dated May 15, 2023 (the “Prospectus”), relating to 6,199,883 shares |
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| September 20, 2023 |
ONFO / Onfolio Holdings Inc / Elliott Travis - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment SC 13G/A 1 sc13ga1.htm AMENDMENT NO. 1 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Onfolio Holdings Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 68277K 207 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Che |
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| August 14, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-264191 Prospectus Supplement No. 3 to Prospectus dated May 15, 2023 ONFOLIO HOLDINGS INC. 6,199,863 Shares of Common Stock Issuable Upon the Exercise of Warrants This Prospectus Supplement No. 3 (“Prospectus Supplement No. 3”) relates to the Prospectus of Onfolio Holdings Inc., dated May 15, 2023 (the “Prospectus”), relating to 6,199,883 shares |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41466 ONFOLIO HOLDINGS INC. |
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| June 16, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-264191 Prospectus Supplement No. 2 to Prospectus dated May 15, 2023 ONFOLIO HOLDINGS INC. 6,199,863 Shares of Common Stock Issuable Upon the Exercise of Warrants This Prospectus Supplement No. 2 (“Prospectus Supplement No. 2”) relates to the Prospectus of Onfolio Holdings Inc., dated May 15, 2023 (the “Prospectus”), relating to 6,199,883 shares |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2023 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organization) |
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| June 8, 2023 |
EXHIBIT 99.1 Onfolio Holdings Provides Acquisition Strategy Update and Further Outlines AI Strategy on its Corporate Website WILMINGTON, DE, June 8, 2023 — Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (the “Company” or “Onfolio”), an online conglomerate that acquires and manages a diversified portfolio of online business holdings, announces that it posted two articles on its corporate website that |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organization) |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2 |
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| May 16, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-264191 Prospectus Supplement No. 1 to Prospectus dated May 15, 2023 ONFOLIO HOLDINGS INC. 6,199,863 Shares of Common Stock Issuable Upon the Exercise of Warrants This Prospectus Supplement No. 1 (“Prospectus Supplement No. 1”) relates to the Prospectus of Onfolio Holdings Inc., dated May 15, 2023 (the “Prospectus”), relating to 6,199,883 shares |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41466 ONFOLIO HOLDINGS, INC. |
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| May 15, 2023 |
ONFOLIO HOLDINGS INC. 6,199,863 Shares of Common Stock Issuable Upon the Exercise of Warrants ONFOLIO HOLDINGS INC. 6,199,863 Shares of Common Stock Issuable Upon the Exercise of Warrants This prospectus relates to 6,199,863 shares of common stock issuable upon the exercise of warrants including 6,117,250 shares of common stock issuable upon exercise of warrants issued to investors in our initial public offering (the “publicly-traded warrants”) and 82,613 of common stock issuable upon the |
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| May 9, 2023 |
As filed with the U.S. Securities and Exchange Commission on May 8, 2023 As filed with the U.S. Securities and Exchange Commission on May 8, 2023 Registration No. 333-264191 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 37-1978697 (State or Other jurisdicti |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2023 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organization |
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| April 12, 2023 |
EXHIBIT 21.1 Parent Company Onfolio Holdings Inc Delaware Subsidiaries Onfolio LLC Delaware Onfolio Crafts LLC Delaware Mighty Deals LLC Delaware Vital Reaction LLC Delaware Onfolio Assets, LLC Delaware SEO Butler Limited England/Whales Proofreadanywhere LLC Delaware Contentellect LLC Delaware WP Folio LLC Delaware |
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| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41466 Onfolio Holdings Inc. (Exac |
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| April 12, 2023 |
Description of Registrant’s Securities EXHIBIT 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Authorized and Outstanding Capital Stock The following description of our Company’s capital stock and provisions of our amended and restated certificate of incorporation (“certificate of incorporation”) and our amended and restated bylaws (“bylaws”) are summaries and are |
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| April 12, 2023 |
List of issuer and guarantor subsidiaries (incorporated by reference to Form 10-K filed on 4/12/23) EXHIBIT 22.1 List of Issuers and Guarantor Subsidiaries Entity Jurisdiction of Incorporation or Organization 3.0% Promissory Note Due October 13, 2023 Onfolio, LLC Delaware Issuer of the Note Pledged security interest in all property owned by Onfolio, LLC to secure the Note Onfolio Holdings, Inc. Delaware Guarantor of the Note |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| February 15, 2023 |
ONFO / Onfolio Holdings Inc / Walleye Capital LLC Passive Investment SC 13G 1 walleye-onfo123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Onfolio Holdings, Inc (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 68277K207 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2023 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organizati |
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| February 6, 2023 |
Onfolio Holdings Inc. Completes Acquisition of Contentellect Business EXHIBIT 99.1 Onfolio Holdings Inc. Completes Acquisition of Contentellect Business WILMINGTON, Delaware, February 6, 2023 - Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (the “Company” or “Onfolio”), a holding company that acquires and manages a diversified portfolio of online businesses across a broad range of verticals, today announced the completion of the Company’s previously announced asset pur |
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| February 6, 2023 |
ONFO / Onfolio Holdings Inc / Wells Dominic Benjamin James - PRIMARY DOCUMENT Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Onfolio Holdings Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 68277K 207 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| January 17, 2023 |
EXHIBIT 99.1 Onfolio Holdings Inc. to Acquire Contentellect Business, a Leading Provider of Content Writing and Link Building Services WILMINGTON, Delaware, January 17, 2023 - Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (the “Company” or “Onfolio”), a holding company that acquires and manages a diversified portfolio of online businesses across a broad range of verticals, today announced that it ha |
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| January 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2023 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organizati |
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| January 17, 2023 |
Asset Purchase Agreement - Contentellect EXHIBIT 2.2 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (“Agreement”) is made and entered into January 13, 2023 by and between ONFOLIO ASSETS LLC (“Buyer”), a Delaware limited liability company, CONTENTELLECT LIMITED (“Seller”), a Guernsey limited liability company with a registered address of 3 St James Place, St Jacques, St Peter Port, Guernsey, GY1 1SP and MARK WHITMAN (“Owner”). WHE |
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| January 10, 2023 |
EXHIBIT 99.1 BWPS Table of Contents Page Financial Statements for the Six Months June 30, 2022 and 2021: Balance Sheets 2 Statements of Operations 3 Statements of Stockholders' Deficit 4 Statements of Cash Flows 5 Notes to Financial Statements 6-8 Financial Statements for the Years ended December 31, 2021 and 2020: Independent Auditor’s Report Balance Sheets 9 Statements of Operations 10 Statement |
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| January 10, 2023 |
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS EXHIBIT 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following unaudited pro forma combined financial data are presented to illustrate the effect of the following acquisitions (“the Acquisitions”): 1. the October 13, 2022, acquisition by Onfolio Holdings, Inc. (the “Company”), from i2W Ltd, a company incorporated and registered in England and Wales (“Seller”), and Jonathan Kiekbusch, |
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| January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORMS 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2022 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorp |
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| December 29, 2022 |
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS EXHIBIT 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following unaudited pro forma combined financial data are presented to illustrate the effect of the following acquisitions (?the Acquisitions?): 1. the October 13, 2022, acquisition by the Company, from i2W Ltd, a company incorporated and registered in England and Wales (?Seller?), and Jonathan Kiekbusch, Ezekiel Daldy, and Lyndsay |
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| December 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2022 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of (Commis |
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| December 29, 2022 |
EXHIBIT 99.1 SEO Butler Limited (Formerly i2W Ltd.) Table of Contents Page Carve Out Financial Statements for the Six Months May 31, 2022 and 2021: Unaudited Carve-Out Balance Sheets as of May 31, 2022 and November 30, 2021 2 Unaudited Carve-Out Statements of Comprehensive Income for the six months ended May 31, 2022 and 2021 3 Unaudited Carve-Out Statement of Net Parent Investment for the six mon |
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| December 29, 2022 |
BCP MEDIA, INC. Unaudited Balance Sheets EXHIBIT 99.2 BCP MEDIA, INC. Table of Contents Page Financial Statements for the Six Months June 30, 2022 and 2021: Balance Sheets 2 Statements of Operations 3 Statements of Stockholders' Deficit 4 Statements of Cash Flows 5 Notes to Financial Statements 6-10 Financial Statements for the Years ended December 31, 2021 and 2020: Independent Auditor’s Report 11-12 Balance Sheets 13 Statements of Oper |
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| December 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of (Commission (I.R.S. Employ |
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| December 20, 2022 |
Employee Agreement – Rob te Braake EXHIBIT 10.1 EMPLOYEE AGREEMENT This Agreement (the “Agreement”) is made and entered into as January 01 2023 by Onfolio Holdings Inc., a Delaware corporation (the “Company”), including its subsidiaries, affiliates, assignees, and successors, each of whom are expressly authorized to enforce this Agreement, and who are referenced herein as “the Company” and Robertus te Braake, referenced herein as “ |
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| November 18, 2022 |
ONFO / Onfolio Holdings Inc / Elliott Travis - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Onfolio Holdings Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 68277K 207 (CUSIP Number) November 2, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| November 14, 2022 |
List of issuer and guarantor subsidiaries EXHIBIT 22.1 List of Issuers and Guarantor Subsidiaries Entity Jurisdiction of Incorporation or Organization 3.0% Promissory Note Due October 13, 2022 Onfolio, LLC Delaware Issuer of the Note Pledged security interest in all property owned by Onfolio, LLC to secure the Note Onfolio Holdings, Inc. Delaware Guarantor of the Note |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41466 ONFOLIO HOLDINGS, INC. |
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| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2022 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of (Commission (I.R.S. Employe |
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| October 27, 2022 |
Onfolio Holdings Inc. Completes Acquisition of BWPS EXHIBIT 99.1 Onfolio Holdings Inc. Completes Acquisition of BWPS WILMINGTON, Delaware, October 27, 2022 - Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (the “Company” or “Onfolio”), a holding company that acquires and manages a diversified portfolio of online businesses across a broad range of verticals, today announced the completion of the Company’s previously announced acquisition of the assets r |
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| October 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2022 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of (Commission (I.R.S. Employe |
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| October 19, 2022 |
Onfolio Holdings Inc. Completes Acquisition of SEOButler EXHIBIT 99.2 Onfolio Holdings Inc. Completes Acquisition of SEOButler WILMINGTON, Delaware, October 17, 2022 - Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (the ?Company? or ?Onfolio?), a holding company that acquires and manages a diversified portfolio of online businesses across a broad range of verticals, today announced the completion of the acquisition of all the outstanding shares of SEOButle |
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| October 19, 2022 |
Onfolio Holdings Inc. Completes Acquisition of Proofread Anywhere, Inc. EXHIBIT 99.1 Onfolio Holdings Inc. Completes Acquisition of Proofread Anywhere, Inc. WILMINGTON, Delaware, October 17, 2022 - Onfolio Holdings, Inc. (Nasdaq: ONFO, ONFOW) (?Onfolio?), a holding company that acquires and manages a diversified portfolio of online businesses across a broad range of verticals, today announced the completion of its acquisition of Proofread Anywhere and its related asse |
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| October 19, 2022 |
EXHIBIT 4.1 NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS WARRANT OR THE SHARES PURCHASABLE HEREUNDER SHALL BE MADE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED. Warrant No. [] Warrant to Purchase 20,000 shares of Common Stock at $4.75 per share October 13, 2 |
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| October 19, 2022 |
Asset Sale and Purchase Agreement - BCP MEDIA, Inc. EXHIBIT 2.1 ASSET SALE AND PURCHASE AGREEMENT THIS ASSET SALE AND PURCHASE AGREEMENT (this |
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| October 7, 2022 |
EXHIBIT 99.1 Onfolio Holdings Inc. to Acquire BWPS and SEOButler, Leading Providers of Respective WordPress Plugins and SEO Services Advances Strategy of Acquiring Niche Online Businesses that Possess Strong Economics and Long-Term Growth Opportunities WILMINGTON, Del., Oct. 07, 2022 (GLOBE NEWSWIRE) - Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) (the ?Company? or ?Onfolio?), a holding company that |
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| October 7, 2022 |
Asset Purchase Agreement - Hoang Huu Thinh EXHIBIT 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (?Agreement?) is made and entered into on September 30, 2022 by and between ONFOLIO, LLC, a Delaware limited liability company (?Buyer?) with a mailing address of 8 The Green, Dover, DE 19901, and Hoang Huu Thinh (?Seller?), with a mailing address of 66 Ngo The Lan, Da Nang, Vietnam. WHEREAS, the Seller is engaged in the business o |
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| October 7, 2022 |
Share Purchase Agreement - i2W Ltd) EXHIBIT 2.2 Dated 2022 Share Purchase Agreement 1. i2W Ltd 2. Onfolio Holdings Inc. 3. Jonathan Kiekbusch 4. Ezekiel Daldy 5. Lyndsay Kiekbusch Lodders Solicitors LLP Stratford upon Avon / Cheltenham / Birmingham / Henley in Arden E [email protected] lodders.co.uk Contents 1. Interpretation 5 2. Sale and purchase 9 3. Consideration 9 4. Completion 10 5. Seller Warranties 10 6. Buyer Warranties |
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| October 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2022 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of incorporation or organizatio |
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| September 26, 2022 |
ONFOLIO HOLDINGS INC. 2,753,750 Units Each Consisting of One Share of Common Stock and Two Warrants to Purchase One Share of Common Stock Each This is an initial public offering of 2,753,750 units of securities (the ?units?) of Onfolio Holdings Inc., a Delaware corporation (the ?Company?). Each unit consists of (i) one share of our common stock (?common stock?) and (ii) two warrants (the ?warrants |
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| September 20, 2022 |
As filed with the U.S. Securities and Exchange Commission on September 20, 2022 POS AM 1 onfoposam.htm POS AM As filed with the U.S. Securities and Exchange Commission on September 20, 2022 Registration No. 333-264191 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 |
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| September 20, 2022 |
EXHIBIT 10.2 ONFOLIO HOLDINGS, INC. 2020 EQUITY INCENTIVE PLAN 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Onfolio Holdings, Inc. 2020 Equity Incentive Plan (the "Plan"). The purposes of the Plan are to (a) enable Onfolio Holdings, Inc., a Delaware corporation (the "Company"), and any Affiliate to attract and retain the types of Employees, Consultants and Directors w |
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| September 15, 2022 |
As filed with the U.S. Securities and Exchange Commission on September 15, 2022 As filed with the U.S. Securities and Exchange Commission on September 15, 2022 Registration No. 333-264191 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 37-1978697 (State or Other jur |
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| September 15, 2022 |
EXHIBIT 10.2 ONFOLIO HOLDINGS, INC. 2020 EQUITY INCENTIVE PLAN 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Onfolio Holdings, Inc. 2020 Equity Incentive Plan (the "Plan"). The purposes of the Plan are to (a) enable Onfolio Holdings, Inc., a Delaware corporation (the "Company"), and any Affiliate to attract and retain the types of Employees, Consultants and Directors w |
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| August 30, 2022 |
Warrant Agency Agreement, dated August 30, 2022, between the Company and VStock Transfer LLC EXHIBIT 10.1 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this ?Warrant Agreement?), dated as of August 30, 2022 (the ?Issuance Date?) between Onfolio Holdings Inc., a company incorporated under the laws of the State of Delaware (the ?Company?), and VStock Transfer LLC (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), |
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| August 30, 2022 |
Onfolio Holdings Inc. Announces Closing of $13.7 Million Initial Public Offering EXHIBIT 99.2 Onfolio Holdings Inc. Announces Closing of $13.7 Million Initial Public Offering NEW YORK, August 30, 2022, (GLOBE NEWSWIRE) ? Onfolio Holdings Inc. (?Onfolio? or the ?Company?) (NASDAQ: ONFO, ONFOW), a holding company that acquires and manages a diversified portfolio of online businesses across a broad range of verticals, today announced the closing of its previously announced initia |
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| August 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2022 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41466 37-1978697 (State or other jurisdiction of (Commission (I.R.S. Employer |
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| August 30, 2022 |
Onfolio Holdings Inc. Announces Pricing of $13.7 Million Initial Public Offering and Nasdaq Listing EXHIBIT 99.1 Onfolio Holdings Inc. Announces Pricing of $13.7 Million Initial Public Offering and Nasdaq Listing NEW YORK, August 25, 2022, (GLOBE NEWSWIRE) ? Onfolio Holdings Inc. (?Onfolio? or the ?Company?) (NASDAQ: ONFO, ONFOW), a holding company that acquires and manages a diversified portfolio of online businesses across a broad range of verticals, today announced the pricing of its initial |
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| August 30, 2022 |
EXHIBIT 1.1 UNDERWRITING AGREEMENT between ONFOLIO HOLDINGS INC. and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS 1 TABLE OF CONTENTS Page Section 1. Purchase and Sale of Units, Representative?s Warrants, and Over-Allotment Option 1 Section 2. Representations and Warranties of the Company 3 Section 3. Covenants of the Company 17 Section 4. Conditi |
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| August 29, 2022 |
424B4 1 onfo424b4.htm FORM 424B4 ONFOLIO HOLDINGS INC. 2,753,750 Units Each Consisting of One Share of Common Stock and Two Warrants to Purchase One Share of Common Stock Each This is an initial public offering of 2,753,750 units of securities (the “units”) of Onfolio Holdings Inc., a Delaware corporation (the “Company”). Each unit consists of (i) one share of our common stock (“common stock”) and |
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| August 22, 2022 |
Onfolio Holdings Inc. August 23, 2022 VIA EDGAR ONLY United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Onfolio Holdings Inc. (the "Company") Registration Statement on Form S-1 File No. 333-264191 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully r |
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| August 22, 2022 |
EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue 39th Floor New York, New York 10022 August 23, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 16, 2022 |
EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Onfolio Holdings Inc. |
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| August 16, 2022 |
2020 Equity Incentive Plan Amendment No 1 EXHIBIT 10.3 Amendment No. 1 to Onfolio Holdings Inc. 2020 Equity Incentive Plan On August 11, 2022, Onfolio Holdings Inc. effectuated a 1-for-4.7619 reverse split of its common stock, so that each 4.7619 shares of common stock issued and outstanding immediately prior to August 11, 2022 was combined and converted into one (1) share of common stock. As a result of the reverse split, the Onfolio Hol |
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| August 16, 2022 |
As filed with the U.S. Securities and Exchange Commission on August 16, 2022 As filed with the U.S. Securities and Exchange Commission on August 16, 2022 Registration No. 333-264191 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 37-1978697 (State or Other jurisdiction of incor |
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| August 16, 2022 |
Certificate of Amendment of Certificate of Incorporation EXHIBIT 3.2 |
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| August 16, 2022 |
Onfolio Holdings Inc. August 16, 2022 Office of Financial Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Claire DeLabar, Senior Staff Accountant Robert Littlepage, Accounting Branch Chief Kyle Wiley, Staff Attorney Jeff Kauten, Staff Attorney Re: Onfolio Holdings Inc. Amendment No. 5 to Registration Statem |
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| August 4, 2022 | ||
| August 4, 2022 |
Onfolio Holdings Inc. August 4, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC. 20549 Re: Onfolio Holdings Inc. Registration Statement on Form S-1 File No. 333-264191 Ladies and Gentlemen: Reference is made to our letter, dated August 1, 2022, in which we requested acceleration of the effective date of the above referenced R |
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| August 4, 2022 |
EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue 39th Floor New York, New York 10022 August 04, 2022 VIA EDGAR U. |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 37-1978697 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No. |
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| August 1, 2022 |
EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue 39th Floor New York, New York 10022 August 1, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 1, 2022 |
Onfolio Holdings Inc. August 1, 2022 VIA EDGAR ONLY United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Onfolio Holdings Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-264191 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully re |
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| July 25, 2022 |
Form of Warrant Agreement (included in Exhibit 4.1) EXHIBIT 4.1 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this ?Warrant Agreement?), dated as of [], 2022 (the ?Issuance Date?) between Onfolio Holdings Inc., a company incorporated under the laws of the State of Delaware (the ?Company?), and VStock Transfer LLC (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dated [ |
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| July 25, 2022 |
Form of Representative’s Warrant EXHIBIT 4.3 EXHIBIT A Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HU |
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| July 25, 2022 |
EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Onfolio Holdings Inc. |
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| July 25, 2022 |
Form of Underwriting Agreement EXHIBIT 1.1 UNDERWRITING AGREEMENT between ONFOLIO HOLDINGS INC. and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS 1 TABLE OF CONTENTS Page Section 1. Purchase and Sale of Units, Representative?s Warrants, and Over-Allotment Option 3 Section 2. Representations and Warranties of the Company 5 Section 3. Covenants of the Company 17 Section 4. Conditi |
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| July 25, 2022 |
As filed with the U.S. Securities and Exchange Commission on July 22, 2022 As filed with the U.S. Securities and Exchange Commission on July 22, 2022 Registration No. 333-264191 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 37-1978697 (State or Other jurisdiction of incorpo |
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| July 22, 2022 |
Onfolio Holdings Inc. July 22, 2022 Office of Financial Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Claire DeLabar, Senior Staff Accountant Robert Littlepage, Accounting Branch Chief Kyle Wiley, Staff Attorney Jeff Kauten, Staff Attorney Re: Onfolio Holdings Inc. Amendment No. 4 to Registration Statemen |
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| June 14, 2022 |
EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Onfolio Holdings Inc. |
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| June 14, 2022 |
Onfolio Holdings Inc. June 14, 2022 Office of Financial Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Claire DeLabar, Senior Staff Accountant Robert Littlepage, Accounting Branch Chief Kyle Wiley, Staff Attorney Jeff Kauten, Staff Attorney Re: Onfolio Holdings Inc. Amendment No. 3 to Registration Statemen |
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| June 14, 2022 |
As filed with the U.S. Securities and Exchange Commission on June 14, 2022 As filed with the U.S. Securities and Exchange Commission on June 14, 2022 Registration No. 333-264191 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 37-1978697 (State or Other jurisdiction of incorpo |
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| May 13, 2022 | ||
| May 13, 2022 |
Code of Ethics and Business Conduct EXHIBIT 14.1 Onfolio Holdings Inc. Code of Ethics and Business Conduct 1. Introduction. 1.1 The Board of Directors of Onfolio Holdings Inc. (together with its subsidiaries, the "Company") has adopted this Code of Ethics and Business Conduct (the "Code") in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, |
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| May 13, 2022 |
EXHIBIT 4.4 |
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| May 13, 2022 |
As filed with the U.S. Securities and Exchange Commission on May 13, 2022 As filed with the U.S. Securities and Exchange Commission on May 13, 2022 Registration No. 333-264191 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 37-1978697 (State or Other jurisdiction of incorpor |
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| May 13, 2022 |
EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Onfolio Holdings Inc. |
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| May 13, 2022 |
EXHIBIT 4.3 |
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| May 13, 2022 |
CORRESP 1 filename1.htm Onfolio Holdings Inc. May 13, 2022 Office of Financial Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Claire DeLabar, Senior Staff Accountant Robert Littlepage, Accounting Branch Chief Kyle Wiley, Staff Attorney Jeff Kauten, Staff Attorney Re: Onfolio Holdings Inc. Amendment No. 1 t |
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| May 13, 2022 |
EX-21.1 6 onfolioex211.htm LIST OF SUBSIDIARIES EXHIBIT 21.1 Parent Company Onfolio Holdings Inc Delaware Subsidiaries Onfolio LLC Delaware Onfolio Crafts LLC Delaware Mighty Deals LLC Delaware Vital Reaction LLC Delaware Onfolio Gaming LLC Delaware Inner Studios LLC Delaware |
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| May 10, 2022 |
United States securities and exchange commission logo May 10, 2022 Dominic Wells Chief Executive Officer Onfolio Holdings, Inc. |
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| April 26, 2022 |
As filed with the U.S. Securities and Exchange Commission on April 25, 2022 As filed with the U.S. Securities and Exchange Commission on April 25, 2022 Registration No. 333-264191 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 37-1978697 (State or Other jurisdiction of incorp |
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| April 26, 2022 |
EXHIBIT 107 |
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| April 26, 2022 |
Youâve Exceeded the SECâs Traffic Limit EXHIBIT 21.1 Parent Company Onfolio Holdings Inc Delaware Subsidiaries Onfolio LLC Delaware Onfolio Crafts LLC Delaware Mighty Deals LLC Delaware Vital Reaction LLC Delaware Onfolio Gaming LLC Delaware Inner Studios LLC Delaware |
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| April 26, 2022 |
EXHIBIT 3.2 |
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| April 25, 2022 |
CORRESP 1 filename1.htm Onfolio Holdings Inc. April 25, 2022 Office of Financial Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Claire DeLabar, Senior Staff Accountant Robert Littlepage, Accounting Branch Chief Kyle Wiley, Staff Attorney Jeff Kauten, Staff Attorney Re: Onfolio Holdings Inc. Registration St |
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| April 20, 2022 |
United States securities and exchange commission logo April 20, 2022 Dominic Wells Chief Executive Officer Onfolio Holdings, Inc. |
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| April 7, 2022 |
Employment Agreement dated as of August 1, 2020, by the Company and Dominic Wells EXHIBIT 10.11 |
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| April 7, 2022 |
Form of Subscription Agreement - November 2020 - Series A Preferred Stock (Reg D 506(b)) EXHIBIT 10.33 |
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| April 7, 2022 |
EX-10.28 32 onfolioex1028.htm LLC MEMBERSHIP INTEREST ASSIGNMENT EXHIBIT 10.28 |
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| April 7, 2022 |
Employment Agreement dated as of March 7, 2022, by the Company and Jack W. Hawkins III EXHIBIT 10.16 |
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| April 7, 2022 |
Form of Non-Qualified Stock Option Agreement – Employees EXHIBIT 10.3 Non-Qualified Stock Option Agreement This Stock Option Agreement (this “Agreement”) is made and entered into as of [] by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”) and [] (the “Participant”). Grant Date: Exercise Price per Share: Number of Option Shares: Expiration Date: 1. Grant of Option. 1.1 Grant; Type of Option. The Company hereby grants to the Par |
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| April 7, 2022 |
Onfolio Holdings Inc. April 7, 2022 Office of Financial Technology Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Claire DeLabar, Senior Staff Accountant Robert Littlepage, Accounting Branch Chief Kyle Wiley, Staff Attorney Jeff Kauten, Staff Attorney Re: Onfolio Holdings Inc. Draft Registration Statement on Form S-1 |
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| April 7, 2022 |
Non-Employee Director Compensation Policy 2022 EXHIBIT 10.10 Compensation of Non-Employee Directors Compensation for our directors is discretionary and is reviewed from time to time by our Board of Directors. Any determinations with respect to Board compensation are made by our Board of Directors. On February 28, 2022, we adopted the following compensation plan for our independent directors who serve on our Board: a quarterly stipend of $7,500 |
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| April 7, 2022 |
EXHIBIT 10.2 |
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| April 7, 2022 |
EXHIBIT 10.24 |
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| April 7, 2022 |
EXHIBIT 10.21 |
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| April 7, 2022 |
EXHIBIT 10.25 |
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| April 7, 2022 |
Form of Subscription Agreement - September 2021 Private Placement – Common Stock (Reg S) EXHIBIT 10.32 |
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| April 7, 2022 |
EXHIBIT 10.38 |
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| April 7, 2022 |
Form of Stock Option Exercise Agreement - Employees EXHIBIT 10.4 Stock Option Exercise Agreement This Stock Option Exercise Agreement (this “Exercise Agreement”) is made and entered into as of by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”) and the Purchaser named below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the 2020 Equity Incentive Plan (the “Plan”). Purchaser Name: |
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| April 7, 2022 |
Employment Agreement dated as of February 1, 2022, by the Company and Adam Trainor EXHIBIT 10.15 |
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| April 7, 2022 |
EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Onfolio Holdings Inc. |
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| April 7, 2022 |
As filed with the U.S. Securities and Exchange Commission on April 7, 2022 As filed with the U.S. Securities and Exchange Commission on April 7, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 7370 37-1978697 (State or Other jurisdiction of incorporation or organization) ( |
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| April 7, 2022 |
Form of Subscription Agreement - September 2020 Private Placement – Common Stock (Reg D) EXHIBIT 10.29 |
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| April 7, 2022 |
EX-10.20 24 onfolioex1020.htm WEBSITE ASSET PURCHASE AGREEMENT EXHIBIT 10.20 |
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| April 7, 2022 |
EXHIBIT 10.19 |
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| April 7, 2022 |
Employment Agreement dated as of February 1, 2022, by the Company and Esbe van Heerden EXHIBIT 10.13 |
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| April 7, 2022 |
Employment Agreement dated as of January 1, 2022 by the Company and Dominic Wells EXHIBIT 10.12 |
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| April 7, 2022 |
Consulting Agreement dated as of July 1, 2020, by and between the Company and Meraki Partners, LLC EXHIBIT 10.17 |
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| April 7, 2022 |
EXHIBIT 10.27 |
