Onfolio Holdings, Inc — fact timeline

Onfolio Holdings, Inc received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“May 26, 2026, Onfolio Holdings Inc. (the “ Company ”) received a written notice (the “ Notice ”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) informing the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market. The Notice states that the Company’s Quarterly Report on Form 10-Q for the for the period ended March 31, 2026 reported stockholders’ equity of $1,216,603. As of the date of the Notice”

Onfolio Holdings, Inc: On May 8, 2026, Onfolio Holdings Inc. filed a Certificate of Amendment to increase authorized common shares from 50,000,000 to 300,000,000 (effective 2026-05-08).

“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.”

Robert Lipstein resigned as director at Onfolio Holdings, Inc.

“On April 27, 2026, Robert Lipstein notified the Onfolio Holdings Inc. (the “Company”) Chair of the Board that he intended to resign as a director of the Company effective May 31, 2026.”

Onfolio Holdings, Inc received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“January 6, 2026, Onfolio Holdings Inc. (the “ Company ”) received notice from The NASDAQ Stock Market that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days a”

Onfolio Holdings, Inc issued 50,000 shares of Common Stock of common stock to institutional investor.

“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.”

Onfolio Holdings, Inc amended Limited Waiver and Amendment Agreement with the Holder (effective 2026-04-10).

“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”

Onfolio Holdings, Inc entered into Registration Rights Agreement with a certain institutional investor (effective 2026-04-10).

“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”

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).

“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”

Onfolio Holdings, Inc received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“January 6, 2026, Onfolio Holdings Inc. (the “ Company ”) received a written notification (the “ Notice ”) from the Listing Qualifications Staff of The NASDAQ Stock Market (“ NASDAQ ”) stating that the Company is not in compliance with NASDAQ Listing Rule 5550(a)(2) because for the last 33 consecutive business days the closing bid price of the Company’s common stock was below the $1.00 per share minimum required for continued listing on NASDAQ. The Notice has no immediate effect on the listing or trading of the Company’s common stock on the NASDAQ Capital Market. As stated in the Notice, NASDAQ”

Onfolio Holdings, Inc issued unit to the Buyers (accredited investors).

“On November 17, 2025, the Company issued to the Buyers the Rights to Receive Common Stock, exercisable for the Right Amount (as defined below) in shares of Common Stock”

Onfolio Holdings, Inc issued convertible note to the Buyers (accredited investors) for $6,000,000 aggregate principal.

“On November 17, 2025, Onfolio Holdings Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the buyer referred to in the Schedule of Buyers included therein (the “Buyers”), pursuant to which the Company agreed to sell (i) an aggregate principal amount of $6,000,000 in Senior Secured Convertible Notes (the “Notes”)”

Onfolio Holdings, Inc issued warrants to purchase 740,740 shares of warrant to accredited investors for $1 million aggregate.

“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.”

Onfolio Holdings, Inc issued 740,740 shares of common stock to accredited investors for $1 million aggregate.

“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.”

Onfolio Holdings, Inc completed an acquisition involving Eastern Standard, LLC for $2,160,000 (closed 2024-10-18).

“to sell to Eastern Standard Delaware the Business Assets, all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the Business Assets is $2,160,000. As of the closing, the Company owns 70% of Eastern Standard Delaware in exchange for $1,250,000 payable pursuant to two secured promissory notes which are guaranteed by the”

Onfolio Holdings, Inc engaged Astra Audit & Advisory, LLC as its auditor.

“the Company’s audit committee unanimously approved the engagement of Astra Audit & Advisory, LLC (“Astra”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.”

Onfolio Holdings, Inc dismissed BF Borgers CPA PC as its auditor.

“(the “Company”) dismissed BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm. The Company’s audit committee unanimously approved the decision to dismiss BF Borgers. On May 14, 2024, the Company’s audit committee unanimously approved the engagement of Astra Audit & Advisory, LLC (“Astra”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. During the Company’s two most recent fiscal years, and the subsequent interim period up to and including the date of BF Borgers’ dismissal, neither the Company nor anyone acting on its behalf consulted with Astra regarding any matter that would require disclosure under Item 304(a)(2) of Regulation S-K.”

Onfolio Holdings, Inc dismissed B F Borgers CPA PC as its auditor.

“On May 3, 2024, Onfolio Holdings Inc. (the “Company”) dismissed B F Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm.”

Onfolio Holdings, Inc received a nasdaq extension granted notice regarding minimum bid price (rules 5550(a)(2)).

“April 23, 2024, Nasdaq’s Listing Qualifications Staff notified the Company that it has extended the time period for the Company to regain compliance with the Minimum Bid Requirement until October 21, 2024. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 or higher for a minimum of ten consecutive business days. The Company intends to continue to actively monitor the closing bid price of its common stock and will evaluate all available options to regain compliance with the Minimum Bid Requirement. If the Company does not regain compliance within t”

Onfolio Holdings, Inc completed an acquisition involving RevenueZen LLC for $1,105,000 (closed 2023-12-31).

“to sell to RevenueZen Delaware the RevenueZen Business, all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the RevenueZen Business was $1,105,000, consisting of $240,000 in cash at closing, $425,000 in Onfolio Series A Preferred Shares, and a $440,000 11% interest only secured promissory note made by RevenueZen Delaware due”

Onfolio Holdings, Inc incurred loan of $440,000 with RevenueZen at 11% maturing December 31, 2025.

“and a $440,000 11% interest only secured promissory note made by RevenueZen Delaware due December 31, 2025 (the “ Promissory Note ”).”

Onfolio Holdings, Inc entered into Asset Purchase Agreement with RevenueZen LLC valued at $1,105,000 aggregate purchase price: $240,000 cash, $425,000 Series A Preferred Shares, $440,000 pro (effective 2023-12-31).

“On December 31, 2023, Onfolio Holdings Inc. (the “ Company ”) and RevenueZen LLC, a Delaware limited liability company (" RevenueZen Delaware ") and subsidiary of the Company entered into and closed an asset purchase agreement (the " Asset Purchase Agreement ") with RevenueZen LLC, an Oregon limited liability company (" RevenueZen "), for the purchase of substantially all of the assets utilized in the operation of the RevenueZen business.”

Yury Byalik resigned as Head of Strategy and Acquisitions at Onfolio Holdings, Inc.

“On December 8, 2023, Yury Byalik tendered his resignation as Head of Strategy and Acquisitions of Onfolio Holdings Inc. (the “ Company ”), effective immediately, so that he can focus on managing SEOButler.com, a Company wholly owned subsidiary and portfolio company.”

Esbe van Heerden was appointed as Chief Financial Officer at Onfolio Holdings, Inc.

“On November 6, 2023, Esbe van Heerden, the Company’s President, was appointed by the Company’s Board of Directors to also serve as the Company’s Chief Financial Officer effective November 1, 2023.”

Rob te Braake resigned as Interim Chief Financial Officer at Onfolio Holdings, Inc.

“On October 31, 2023, Rob te Braake tendered his resignation as the Interim Chief Financial Officer of Onfolio Holdings Inc. (the “ Company ”) effective November 1, 2023.”

Onfolio Holdings, Inc received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“October 25, 2023, Onfolio Holdings Inc. (the “ Company ”) received a written notification (the “ Notice ”) from the Listing Qualifications Staff of The NASDAQ Stock Market (“ NASDAQ ”) stating that the Company is not in compliance with NASDAQ Listing Rule 5550(a)(2) because for the last 30 consecutive business days the closing bid price of the Company’s common stock was below the $1.00 per share minimum required for continued listing on NASDAQ. The Notice has no immediate effect on the listing or trading of the Company’s common stock on the NASDAQ Capital Market. As stated in the Notice, NASDA”

Onfolio Holdings, Inc shareholders approved Ratification of the appointment of BF Borgers CPA PC as the Company’s Independent Registered Public Accounting Firm for fiscal year 2023 at the 2023-06-14 meeting.

“Proposal 2: Ratification of the appointment of BF Borgers CPA PC as the Company’s Independent Registered Public Accounting Firm for fiscal year 2023 The following votes were cast with respect to Proposal 2. The proposal was approved. For Against Abstain Broker Non-votes 3,389,858 0 3,500 —”

Onfolio Holdings, Inc shareholders approved Election of Directors at the 2023-06-14 meeting.

“Proposal 1: Election of Directors The following persons were elected to the Board of Directors to serve until the 2024 Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified: Name Votes For Votes Withheld Abstain Broker Non-votes Dominic Wells 2,469,667 32,827 — 890,864 Andrew Lawrence 2,461,738 40,756 — 890,864 David McKeegan 2,466,167 36,327 — 890,864 Robert J. Lipstein 2,466,155 36,339 — 890,864 Mark N. Schwartz 2,466,155 36,339 — 890,864”

Onfolio Holdings, Inc completed an acquisition involving Contentellect Limited for $850,000 (closed 2023-02-01).

“The Asset Purchase Agreement closed on February 1, 2023. Pursuant to the Asset Purchase Agreement, and on the terms and conditions contained therein, at the closing, the Company purchased the Acquired Assets from Contentellect, all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the Acquired Assets of Eight Hundred and Fifty Thousand US Dollars ($850,000) was paid in cash at the closing.”

Onfolio Holdings, Inc entered into Asset Purchase Agreement with Contentellect Limited and Mark Whitman valued at $850,000 (effective 2023-01-13).

“on January 13, 2023, Onfolio Assets LLC, Onfolio Holdings Inc.’s (the " Company ") wholly owned subsidiary entered into an Asset Purchase Agreement (" Asset Purchase Agreemen t") with Contentellect Limited (" Contentellect "), a Guernsey limited liability company, and Mark Whitman, the sole owner of Contentellect, for the purchase of substantially all of Contentellect’s assets”

Onfolio Holdings, Inc entered into Asset Purchase Agreement with Contentellect Limited valued at Eight Hundred and Fifty Thousand US Dollars ($850,000) (effective 2023-01-13).

“On January 13, 2023, Onfolio Assets LLC, Onfolio Holdings Inc.’s (the “ Company ”) wholly owned subsidiary entered into an Asset Purchase Agreement (“ Asset Purchase Agreemen t”) with Contentellect Limited (“ Contentellect ”), a Guernsey limited liability company, and Mark Whitman, the sole owner of Contentellect.”

Rob te Braake was appointed as Interim Chief Financial Officer at Onfolio Holdings, Inc.

“On December 15, 2022, Rob te Braake, the Company’s financial advisor, was appointed by the Company’s Board of Directors to serve as the Company’s Interim Chief Financial Officer effective January 1, 2023”

Jack W. Hawkins resigned as Chief Financial Officer at Onfolio Holdings, Inc.

“On December 15, 2022, Jack W. Hawkins tendered his resignation as Chief Financial Officer of Onfolio Holdings Inc. (the “ Company ”), effective December 31, 2022.”

Onfolio Holdings, Inc completed an acquisition involving Hoang Huu Thinh for $1,250,000 paid in cash at the closing and $40,000.00 paid via a promissory note (closed 2022-10-25).

“to sell to Onfolio, LLC the BWPS Business, all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the BWPS Business is as follows: (i) $1,250,000 paid in cash at the closing and $40,000.00 paid via a promissory note to be made by Onfolio, LLC payable to Thinh after the performance of certain obligations by Thinh and others”