Onfolio Holdings, Inc 8-K

What Happened
On July 7, 2026, Onfolio Holdings, Inc. (ONFO) entered into a binding Letter of Intent (LOI) to acquire Paramount Helium, LLC in a merger or business combination. Under the LOI, Onfolio would issue convertible preferred stock that would be convertible, subject to stockholder approval, into 50 million shares of Onfolio common stock. The deal contemplates at least $11,300,000 in equity investment (the “Required Funding”), a planned name change to Paramount Helium Corporation and a Nasdaq ticker change to PRMT at or promptly after closing, and certain corporate restructurings including a spinout of Onfolio’s legacy business into a Legacy SubCo. The LOI sets a target to execute the definitive Acquisition Agreement and close the transaction on or before July 24, 2026, and includes related limited waivers from existing investors to permit the transaction and associated financings.

Key Details

• Transaction structure: LOI signed July 7, 2026; Acquisition Agreement to be executed on or before July 24, 2026; LOI terminates July 24, 2026 unless extended.
• Financing: At least $11,300,000 in new equity required; $200,000 anticipated release from the Company’s Digital Asset Treasury at LOI entry.
• Equity issuance: Paramount to receive convertible preferred stock convertible (subject to shareholder approval) into 50,000,000 common shares; new investors’ common stock issuances capped so no single holder exceeds 19.99% (excess converted to preferred, subject to approval).
• Governance and management: Board to have five directors (two designated by Paramount, two by existing stockholders, one independent audit committee financial expert); David Hobbs to be Executive Chairman, Steven Looper CEO, Adam Trainor CFO.
• Conditions and consents: Closing subject to delivery of audited Paramount financials (by July 10, 2026), due diligence, voting agreements, Nasdaq listing qualifications, SEC compliance, and other customary conditions. Related limited waivers and amendments with note and equity facility investors were executed on July 7, 2026 and generally terminate if the transaction is not completed by Aug 7, 2026 (or earlier as specified).

Why It Matters
This LOI signals a potential change in Onfolio’s business and control: if completed, the company would rebrand as Paramount Helium, add new management and directors, and issue significant new equity that could materially dilute existing shareholders (notably the convertible preferred convertible into 50 million shares). The deal is contingent on sizable new funding, regulatory and listing approvals, and other closing conditions — meaning the outcome depends on financing and approvals and is not guaranteed. Investors should note the timing deadlines, potential dilution from the proposed issuances, and the governance shift described in the filing.