Onfolio Holdings Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities

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

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):

 Securities registered pursuant to Section 12(b) of the Act:

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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 3.02 Unregistered Sale of Equity Securities.

On October 21, 2025, Onfolio Holdings Inc. (the “Company”) sold seven units consisting of shares of the Company’s common stock, par value $0.001 per share (“common stock”) and non-publicly traded warrants (“warrants”) to purchase shares of common stock at an exercise price equal to $2.50 per share. The warrants expire on August 30, 2027. The shares and warrants comprising the units were immediately separable and were issued separately. Each unit was offered at the price of $50,000 per unit for an aggregate amount of $350,000. Each unit contained 37,037 shares (“shares”) of common stock and a warrant to purchase an additional 37,037 shares of common stock at an exercise price equal to US$2.50 per share.

An additional thirteen units have been sold as of October 23, 2025, and the aggregate amount raised by the sale of all twenty units (comprising an aggregate of 740,740 shares and warrants to purchase 740,740 shares) was $1 million.

The sale of the shares and warrants contained in units was made pursuant to subscription agreements entered into by the Company, on the one hand, and each investor in the Company, on the other hand. The issuance and sale of the shares and warrants are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D or Regulation S thereunder, as applicable.

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.