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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 |
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001-41466 |
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37-1978697 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
1007 North Orange Street, 4th Floor, Wilmington, Delaware |
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19801 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (682) 990-6920
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.001 par value per share |
ONFO |
Nasdaq Capital Market |
Warrants To Purchase Common Stock |
ONFOW |
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 8, 2026, Onfolio Holdings Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment increased the number of shares of common stock, par value $0.001 per share, that the Company is authorized to issue from 50,000,000 shares to 300,000,000 shares.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibit No. |
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Description |
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Certificate of Amendment to Certificate of Incorporation of Onfolio Holdings Inc. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ONFOLIO HOLDINGS INC. |
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Date: May 14, 2026 |
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By: |
/s/ Dominic Wells |
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Dominic Wells, |
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Chief Executive Officer |
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3 |
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:
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| 1. | The Board of Directors of the Corporation has duly adopted a resolution setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, as amended, originally filed with the Secretary of State of the State of Delaware on July 20, 2020 with further amendments on August 4, 2020 and December 16, 2020 (the “Certificate of Incorporation”) and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware on April 6, 2026. This amendment amends the Certificate of Incorporation of the Corporation as follows: |
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| 2. | That Article 4 is hereby amended by deleting all of the text in the first paragraph and replacing it with the following in substitution therefor: |
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| The total number of shares of stock which the Corporation shall have authority to issue is 305,000,000 shares, consisting of (i) 300,000,000 shares of common stock, par value $0.001 per share (the “Common Stock” and (ii) 5,000,000 shares of preferred stock, par value $0.001 (the “Preferred Stock”), of which 1,000,000 shares of Preferred Stock has been designated by the Board of Directors of the Corporation (the “Board”) as series A Preferred Stock (the “Series A Preferred Stock”). |
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| 3. | That thereafter a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were vote in favor of the amendment. |
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| 4. | That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer, this 8th day of May, 2026.
| ONFOLIO HOLDINGS, INC. |
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| By: | /s/ Dominic Wells |
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| Name: Dominic Wells |
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| Title: Chief Executive Officer |
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| State of Delaware Secretary of State Division of Corporations Delivered 12:23 PM 05/08/2026 FILED 12:23 PM 05/08/2026 SR 20262379673 – File Number 3271708 |
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