UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

(Amendment No. )

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): March 31, 2026~~1934

Date of Report (Date of earliest event reported): April 6, 2026

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)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

1007 North Orange Street, 4th Floor,Wilmington, Delaware		19801
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

~~_______________________________________________~~Not Applicable

(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	Nasdaq Capital Market

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, par value $0.001 per share	ONFO	Nasdaq Capital Market
Warrants To Purchase Common Stock	ONFOW	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. ☐

Item 75.0107 Submission of Matters to a Vote of Security Holders.

On ~~March~~April 316, 2026, ~~Onfolio~~at ~~Holdings~~the ~~Inc.~~Special Meeting of Stockholders (the “~~Company~~Meeting”) issued a press release announcing its financial results for the full year ended December 31, 2025. The Company’s Annual Report on Form 10-K was filed with the Securities and Exchange Commission on March 31, 2026 and is available on the SEC’s website at www.sec.gov and on the company’s website at https://investors.onfolio.com/filings. A copy of ~~the~~Onfolio ~~press~~Holdings ~~release is attached as Exhibit 99~~Inc.1 ~~to this Current Report on Form 8-K~~ (~~this~~the “~~Current Report~~Company”), ~~and~~stockholders isvoted ~~incorporated~~on bythe ~~reference~~matters ~~herein.~~described below.

On1. ~~April~~The 7,Company’s ~~2026~~stockholders approved, the grant of discretionary authority to the Company’s ~~posted~~board of directors (“the Board”) to ~~its~~(i) ~~website~~amend the ~~transcript~~Company’s certificate of ~~its~~incorporation, ~~Full~~as ~~Year~~amended, ~~2025~~(the ~~Earnings~~“Certificate ~~Call.~~of ~~The~~Incorporation”) ~~full~~to ~~text~~effect a reverse stock split of all outstanding shares of Common Stock, by a ratio in the ~~earnings~~range ~~call~~of isone-for-five ~~located~~(1-for-5) onto one-for-forty (1-for-50), to be determined in the ~~Company~~Board’s ~~website~~sole discretion; and (ii) effect the reverse stock split, if at ~~https://investors~~all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”).~~onfolio.com/events.~~ The number of shares that voted for, against, and withheld from voting for this Reverse Stock Split Proposal is summarized in the table below:

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section

Votes For	Votes Against	Votes Abstain

3,032,690 (97.21%)	86,961 (2.79%)	133 (0.004%)

~~Item~~2. 9The Company’s stockholders approved, for purposes of Marketplace Rule (collectively, the “Nasdaq Rules”) 5635(d) of the Nasdaq Stock Market LLC (“Nasdaq”), (i) the issuance of more than 19.0199% of our outstanding shares of Common Stock, issuable upon exercise of certain Convertible Promissory Notes (the Notes) issued pursuant to certain securities purchase agreements by and between the Company and certain purchasers, entered into as of November 17, 2025 and (ii) the floor price (the “Floor Price”) at which the Notes may be converted, at an average price that is less than the “Minimum Price” (as defined under Nasdaq rules). ~~Financial~~(the ~~Statements~~“Notes Proposal”). The number of shares that voted for, against, and ~~Exhibits~~withheld from voting for this Share Issuance Proposal is summarized in the table below:

Exhibit No.	Description
Votes For		Votes Against	Votes Abstain	Broker Non-Votes
99.1	Press Release, dated March 31, 2026
2,108,013 (96.44%)		75,913 (3.47%)	1,822 (0.08%)	934,036
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

23. The Company's stockholders approved one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Split Proposal, the Notes Proposal, and the Authorized Share Increase (as defined below) if there were not sufficient votes at the Special Meeting to approve and adopt the Reverse Stock Split Proposal, the Notes Proposal, and/or the Authorized Share Increase (the "Adjournment Proposal"). The number of shares that voted for, against, and abstained from voting for this Adjournment Proposal is summarized in the table below:

SIGNATURES

Votes For	Votes Against	Votes Abstain	Broker Non-Votes

2,969,031 (95.17%)	106,028 (3.40%)	44,725 (1.43%)	0

~~Pursuant~~4. The Company's stockholders approved an amendment to the ~~requirements~~Company's Certificate of ~~the~~Incorporation ~~Securities~~to ~~Exchange~~increase ~~Act~~the number of ~~1934,~~authorized ~~the~~shares ~~registrant~~of ~~has~~Common ~~duly~~Stock ~~caused~~from ~~this~~50,000,000 ~~report~~shares to be300,000,000 ~~signed~~shares on(the ~~its~~“Authorized ~~behalf~~Share byIncrease”) in order to ensure that the ~~undersigned~~Company ~~hereunto~~has ~~duly~~a sufficient number of authorized but unissued shares available for the purposes described herein. The number of shares that voted for, against, and abstained from voting for this Authorized Share Increase is summarized in the table below:

ONFOLIO HOLDINGS INC.

Votes For

Votes Against

Votes Abstain

Broker Non-Votes

Date: April 7, 2026

1,962,516 (89.79%)

222,299 (10.17%)

933 (0.04%)

934,036

By:

/s/ Dominic Wells

Dominic Wells,

Chief Executive Officer

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

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.

Dated: April 10, 2026	By:	/s/ Dominic Wells
		Dominic Wells
		Chief Executive Officer

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