Onfolio Holdings (ONFO)

Onfolio Holdings (NASDAQ: ONFO)

This prospectus relates to the offering and resale by the selling stockholder identified herein (the “Selling Stockholder”) of up to 36,201,104 shares of common stock, $0.001 par value per share (the “Common Stock”), of Onfolio Holdings Inc. (the “Company”). The shares of Common Stock offered hereby consist of (i) 32,727,273 shares of Common Stock issuable upon conversion of senior secured convertible notes (the “Note Shares”) and (ii) up to 3,473,831 additional shares of Common Stock issuable pursuant to rights to receive shares of Common Stock (the “Right Shares”, and together with the Note Shares, the “Shares”) pursuant to that certain right to receive common stock agreement (the “Rights Agreement”). Pursuant to that certain Securities Purchase Agreement, dated November 17, 2025 (the “Purchase Agreement”), the Company has agreed to issue senior secured convertible notes in an aggregate principal amount of up to $300,000,000 (the “Notes”) to the buyers party thereto, of which a Note having an $6,000,000 aggregate principal amount was issued at an initial closing (the “Initial Note”). The Initial Note is convertible into Note Shares at a conversion price as set forth therein, subject to adjustment as provided in the Notes and a floor price equal to $0.22. The Rights are exercisable or settleable into Right Shares in accordance with the terms of the Purchase Agreement and the Rights Agreement. The number of shares of Common Stock issuable pursuant to the Rights and registered hereby is based on Right Amount (as defined in the Rights Agreement), calculated as of December 17, 2025 in accordance with the terms of the Purchase Agreement.

You May Also Be Interested In

• Wolfe Research Starts SpaceX (SPCX) at Outperform
• Deutsche Aircraft partners with Hexcel for D328eco composite materials
• ChowChow Cloud addresses unusual trading activity in shares