8-K
filed April 16, 2026, 7:59 PM ET
ticker ONFO
CIK 0001825452
other material
confidence high
sentiment neutral
materiality 0.75
Onfolio enters $100M equity purchase facility for acquisitions and digital asset reserve
Onfolio Holdings, Inc
- Up to $100M of newly issued common stock may be sold to institutional investor at Company's discretion over 24 months.
- 25% of proceeds to acquire cryptocurrencies as reserve asset; 75% for working capital and acquisitions.
- Issued 50,000 Commitment Shares as fee; no mandatory minimum draws and Investor cannot require draws.
- Entered waiver/amendment with existing convertible note holder, waiving defaults and forbearing redemption until Sep 2026.
- Company must seek stockholder approval if issuances exceed 19.99% of outstanding shares per Nasdaq rules.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Onfolio Holdings, Inc issued 50,000 shares of Common Stock of common stock to institutional investor.
- Security
- common stock
- Shares
- 50,000 shares of Common Stock
- Purchaser
- institutional investor
Exact text from the filing
In connection with the Purchase Agreement, on the date of the Purchase Agreement, the Company issued the Commitment Shares to the Investor without registering the securities under the Securities Act, in reliance on the exemption from the registration requirements pursuant to Section 4(a)(2) of the Securities Act.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Onfolio Holdings, Inc entered into Equity Purchase Facility Agreement with a certain institutional investor valued at up to an aggregate of $100 million (effective 2026-04-10).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- a certain institutional investor
- Value
- up to an aggregate of $100 million
- Effective
- 2026-04-10
Exact text from the filing
On April 10, 2026, Onfolio Holdings Inc. (the “ Company ”) entered into an Equity Purchase Facility Agreement (the “ Purchase Agreement ”) with a certain institutional investor (the “ Investor ”). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, from time to time and in the Company’s sole discretion, up to an aggregate of $100 million of newly issued shares of the Company’s common stock
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Onfolio Holdings, Inc entered into Registration Rights Agreement with a certain institutional investor (effective 2026-04-10).
- Action
- entry
- Counterparty
- a certain institutional investor
- Effective
- 2026-04-10
Exact text from the filing
in connection with the Purchase Agreement, also on April 10, 2026, the Company entered into a Registration Rights Agreement (the “ Registration Rights Agreement ”) with the Investor, pursuant to which the Company agreed to file and maintain a registration statement (the “ Registration Statement ”) registering the resale of the shares of Common Stock issuable pursuant to the Purchase Agreement
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Onfolio Holdings, Inc amended Limited Waiver and Amendment Agreement with the Holder (effective 2026-04-10).
- Action
- amendment
- Agreement
- equity purchase
- Counterparty
- the Holder
- Effective
- 2026-04-10
Exact text from the filing
On April 10, 2026, the Company entered into a Limited Waiver and Amendment Agreement with the Holder (the “ Waiver Agreement ”). The Waiver Agreement provides for specific waivers and forbearances related to existing
View on SEC.gov
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