8-KFiled Aug 9, 8:00 PM ET

Onfolio Holdings Approves 1-for-50 Reverse Stock Split

$ONFO · Onfolio Holdings, Inc

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Onfolio Holdings Approves 1-for-50 Reverse Stock Split

What Happened

  • Onfolio Holdings, Inc. (ONFO) filed an 8‑K reporting that its board will effect a 1-for-50 reverse stock split of its common stock, effective 12:00 a.m. Eastern Time on August 10, 2026. Stockholders previously approved giving the board discretion to implement a reverse split in the range of 1-for-5 to 1-for-50 at the Company’s special meeting on April 6, 2026. The Certificate of Amendment implementing the split is attached as Exhibit 3.1 to the filing.

Key Details

  • Reverse split ratio: 1-for-50, effective August 10, 2026 at 12:00 a.m. ET; every fifty (50) shares of common stock automatically reclassified into one (1) new share. Par value remains $0.001 per share.
  • Fractional shares: No fractional shares will be issued; any fractional share resulting from the split will be rounded up to the nearest whole share.
  • Trading and identifiers: Common stock will trade on Nasdaq on a split-adjusted basis at market open on Aug 10, 2026 under the same symbol ONFO; new CUSIP for common stock is 68277K405. Publicly traded warrants will continue trading under ONFOW with CUSIP 68277K124.
  • Other adjustments: Proportional adjustments will be made to outstanding equity awards, warrants (including public warrants), convertible notes, and shares issuable under incentive plans. Authorized preferred stock (5,000,000 shares, including 1,000,000 Series A) and its par value remain unchanged. Transfer agent: VStock Transfer, LLC.
  • Disclosure: Company issued a press release on August 6, 2026 (Exhibit 99.1) announcing the reverse split.

Why It Matters

  • The reverse split is intended to help Onfolio regain compliance with Nasdaq’s $1.00 minimum bid-price requirement and may improve the marketability and liquidity of the common stock. The split does not change each holder’s proportional ownership except for small effects from rounding up fractional shares, and the rights and privileges of common shares remain substantially unchanged. Investors holding common stock, warrants, options, or convertible securities should expect proportional adjustments to those instruments and should check their brokerage accounts or contact the transfer agent for post‑split holdings and any questions.