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 721, 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)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1007 North Orange Street, 4th Floor,

Wilmington, Delaware

19801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code(682) 990-6920

~~______________________________________________~~__________________________________________________

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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	~~NasdaqCapital~~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. ☐

~~Cautionary~~Item ~~Note~~3.02 ~~Regarding~~Unregistered ~~Forward-Looking~~Sale ~~Statements~~of Equity Securities.

~~Statements~~On inOctober ~~this~~21, ~~Current Report on Form 8-K~~2025, ~~including those regarding future financial and operating results and any other statements about~~ Onfolio Holdings Inc.’s ~~future~~(the ~~expectations,~~“Company”) ~~beliefs,~~sold ~~goals,~~seven ~~plans~~units orconsisting ~~prospects, constitute forward-looking statements within the meaning~~ of ~~the~~shares ~~Private Securities Litigation Reform Act~~ of ~~1995. Forward-looking statements can be identified by~~ the ~~use~~Company’s ofcommon ~~words such as anticipate~~stock, ~~intend,~~par ~~believe,~~value ~~estimate,~~$0.001 ~~plan,~~per ~~seek,~~share ~~project~~(“common orstock”) ~~expect,~~and ~~may,~~non-publicly ~~will,~~traded ~~would,~~warrants ~~could~~(“warrants”) orto ~~should,~~purchase ~~the~~shares ~~negative~~ of ~~these~~common ~~terms~~stock orat ~~other~~an ~~comparable~~exercise ~~terminology.~~price ~~There~~equal ~~are a number of important factors that could cause actual results or events~~ to ~~differ~~$2.50 ~~materially~~per ~~from~~share. ~~those~~The ~~indicated~~warrants byexpire ~~such~~on ~~forward-looking~~August ~~statements~~30, ~~including~~2027. ~~factors~~The ~~described~~shares inand ~~Onfolio~~warrants ~~Holdings~~comprising ~~Inc.’s~~the ~~public~~units ~~filings~~were ~~filed~~immediately ~~with~~separable ~~the Securities~~ and ~~Exchange~~were ~~Commission.~~issued ~~Onfolio Holdings Inc~~separately. ~~undertakes~~Each nounit ~~obligation~~was tooffered ~~update~~at ~~forward looking statements to reflect changed assumptions,~~ the ~~occurrence~~price of ~~unanticipated events~~$50,000 orper ~~changes~~unit infor ~~future~~an ~~operating~~aggregate ~~results,~~amount ~~financial~~of ~~condition or business over time~~$350,000. ~~You~~Each ~~are~~unit ~~further~~contained ~~advised~~37,037 toshares ~~review~~(“shares”) ~~those~~of ~~events~~common stock and ~~factors~~a ~~described~~warrant byto uspurchase inan ~~Item~~additional ~~1.A~~37,037 ~~"Risk~~shares ~~Factors"~~of incommon ~~our~~stock ~~most~~at ~~recent~~an ~~Form~~exercise ~~10-K~~price ~~and~~equal ~~Form~~to ~~10-Q,~~US$2.50 ~~which~~per ~~further detail and supplement the factors described in this paragraph~~share.

~~Item~~An ~~1.01~~additional ~~Entry~~thirteen ~~into~~units ahave ~~Material~~been ~~Definitive~~sold ~~Agreement~~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 ~~information~~sale of the shares and warrants contained in ~~Item~~units ~~3.03~~was ~~herein~~made ispursuant ~~incorporated~~to subscription agreements entered into ~~this~~by ~~Item~~the 1Company, on the one hand, and each investor in the Company, on the other hand.01 byThe ~~reference~~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.

~~Item 3.03 Material Modification to Rights of Security Holders.~~SIGNATURES

OnPursuant ~~October~~to 7,the ~~2025,~~requirements ~~a dilutive issuance~~ of ~~securities (~~the ~~“Dilutive~~Securities ~~Issuance”)~~Exchange ~~occurred~~Act ~~pursuant~~of to1934, the ~~Onfolio~~registrant ~~Holdings~~has ~~Inc.~~duly ~~(the~~caused ~~“Company”)~~this ~~publicly~~report ~~traded~~to ~~Common~~be ~~Stock~~signed ~~Purchase~~on ~~Warrant~~its ~~Dated~~behalf ~~August~~by ~~30, 2022 (~~the ~~“Warrant”).~~undersigned ~~Capitalized~~hereunto ~~terms~~duly ~~not defined herein shall have the meanings set forth in the Warrant~~authorized.

In accordance with Section 3(b) of the Warrant, the Dilutive Issuance affects the rights of holders of a Warrant (Nasdaq: ONFOW) under the Warrant. Effective as of October 7, 2025, as a result of a Dilutive Issuance, each Warrant entitles the Holder, subject to the provisions of the Warrant, to purchase from the Company the number of shares of Common Stock stated therein, at the Exercise Price of $2.50 per whole share, subject to the subsequent adjustments provided in the Warrant. The term “Exercise Price” as used in the Warrant refers to the price per share at which shares of Common Stock may be purchased at the time the Warrant is exercised. Warrant holders are not required to take any action with respect to this matter.

	ONFOLIO HOLDINGS INC.

Date: October 24, 2025

	By:	/s/ Dominic Wells
		Dominic Wells,
		Chief Executive Officer

There are 6,117,250 shares of common stock issuable upon exercise of Warrants. The Warrants are exercisable immediately and will remain exercisable at any time up to August 30, 2027. As a result of the Dilutive Issuance, upon any exercise of the Warrants by payment of cash, the Company will receive the exercise price of the warrants, which, if exercised in cash would result in gross proceeds to the Company of approximately $15.3 million. However, the Company cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash, and it is possible that the Warrants may expire and never be exercised, in which case the Company would not receive any cash proceeds.

A copy of the Form of Warrant Agreement is attached hereto as Exhibit 4.2 and is incorporated herein by reference, along with the Warrant Agency Agreement, dated August 30, 2022, between the Company and VStock Transfer LLC, attached hereto as Exhibit 4.1, which is also incorporated herein by reference.

Item 8.01 Other Events.

The information contained in Item 3.03 herein is incorporated into this Item 8.01 by reference as applicable.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4.1		Warrant Agency Agreement, dated August 30, 2022, between the Company and VStock Transfer LLC (Incorporated by reference to Company’s Form 8-K filed with the SEC on 8/30/22)
4.2		Form of Warrant Agreement (included in Exhibit 4.1) (Incorporated by reference to Company’s Form 8-K filed with the SEC on 8/30/2022)
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.

	ONFOLIO HOLDINGS INC.
Date: October 8, 2025
	By:	/s/ Dominic Wells
		Dominic Wells,
		Chief Executive Officer

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