Onfolio Holdings, Inc Reports Shareholder Vote Results (Aug 6, 2026)

What Happened
Onfolio Holdings, Inc filed an 8-K reporting the results of its annual meeting held on August 6, 2026. As of June 12, 2026 the company had 7,040,328 shares of common stock outstanding; 3,533,558 shares were represented at the meeting, constituting a quorum. The board slate was elected and shareholders approved ratification of the independent auditor, a Nasdaq Rule 5635(d) waiver for an equity purchase facility, an increase in authorized common shares, and a proposal permitting adjournments to solicit additional proxies.

Key Details

• Director elections (terms to the 2027 annual meeting):
  • Dominic Wells — For: 1,631,657; Withheld: 84,014; Broker non-votes: 1,817,887
  • Andrew Lawrence — For: 1,618,639; Withheld: 97,032; Broker non-votes: 1,817,887
  • David McKeegan — For: 1,619,824; Withheld: 95,847; Broker non-votes: 1,817,887
  • Mark N. Schwartz — For: 1,618,581; Withheld: 97,090; Broker non-votes: 1,817,887
• Auditor ratification: Astra Audit & Advisory, LLC was ratified for fiscal 2026 (For: 3,350,219; Against: 165,209; Abstain: 18,130).
• Nasdaq Rule 5635(d) approval (equity purchase facility permitting issuance >19.99% at price below Nasdaq “Minimum Price”) was approved (For: 1,552,575; Against: 160,884; Abstain: 2,211; Broker non-votes: 1,817,887).
• Authorized shares increase approved: amend charter to raise authorized common shares from 300,000,000 to 600,000,000 (For: 2,764,994; Against: 765,276; Abstain: 3,288).
• Adjournment authorization approved to permit further proxy solicitation if needed (For: 2,698,160; Against: 824,992; Abstain: 10,406).

Why It Matters
These votes clear the way for Onfolio to proceed with its planned financing mechanism (the equity purchase facility) and to increase its authorized share count, both of which give the company more flexibility to raise capital, issue shares for corporate purposes, or pursue transactions. Shareholders should note the specific vote totals and the sizable number of broker non-votes recorded on several proposals, which affected the distribution of votes counted at the meeting. The auditor ratification ensures continuity for the company’s upcoming financial reporting for fiscal 2026.