Onfolio Holdings Inc. Announces Shareholder Approval of Major Corporate Actions at Special Meeting

Wilmington, DE, April 10, 2026 — Onfolio Holdings Inc. (Nasdaq: ONFO, ONFOW) has announced the results of its Special Meeting of Stockholders held on April 6, 2026. The meeting resulted in the approval of several key proposals that may have significant and immediate impacts on the company’s share structure, capital raising potential, and market perception. Below, we highlight the key outcomes and what investors need to know.

Key Points from the Special Meeting

• Reverse Stock Split Approved:
  • Shareholders granted the Board of Directors discretionary authority to amend the company’s Certificate of Incorporation to effect a reverse stock split of all outstanding shares of Common Stock at a ratio ranging from 1-for-5 up to 1-for-50, at any time within one year of shareholder approval.
  • This reverse split, if enacted, would significantly reduce the number of shares outstanding and proportionally increase the share price. The exact ratio and timing are at the Board’s discretion.
  • This move is often used to regain compliance with Nasdaq listing requirements or to attract new institutional investors, but it can also be seen as a sign of distress if the company is struggling with a low share price.
• Approval for Issuance of More Than 19.99% of Outstanding Shares via Convertible Notes:
  • Shareholders approved, in accordance with Nasdaq Rule 5635(d), the issuance of more than 19.99% of outstanding common stock upon exercise of certain Convertible Promissory Notes issued under securities purchase agreements dated November 17, 2025.
  • This includes approval for a potential floor price for note conversion that could be lower than Nasdaq’s “Minimum Price.”
  • This proposal gives the company significant flexibility to raise capital through convertible notes, which could result in substantial dilution for existing shareholders if exercised at low prices. However, it also provides Onfolio with the potential for immediate access to funding.
• Authorized Share Increase Approved:
  • Shareholders approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 50,000,000 to 300,000,000 shares.
  • This is a major increase and is intended to ensure the company has enough authorized but unissued shares for potential future financings, note conversions, acquisitions, or other corporate needs.
  • This action can be highly dilutive but may be necessary if the company anticipates significant capital needs or acquisition opportunities.
• Adjournment Flexibility:
  • Shareholders also authorized the possibility of adjourning the meeting to solicit additional proxies in favor of the above proposals if there were insufficient votes for approval during the meeting.

Voting Results

While the specific vote counts for each proposal were not detailed in the narrative section, the company indicates that all proposals presented were approved by the necessary majority of shareholders.

Potential Impact on Shareholders and Share Price

• Reverse Stock Split: If the Board implements the reverse split, shareholders will see their share count decrease and the share price increase proportionally. Historically, reverse splits can lead to short-term volatility and may sometimes be perceived negatively by the market, though they can also help regain compliance with exchange listing standards.
• Share Issuance/Dilution: Approval for the issuance of more than 19.99% of outstanding shares via convertible notes, especially at a price potentially below the historical minimum, can be highly dilutive if exercised. This may pressure the share price unless the capital is deployed successfully for value-creating initiatives.
• Authorized Share Increase: The move to increase authorized shares sixfold is significant. While it gives Onfolio flexibility for future financing and potential growth, it also raises concerns about future dilution. Investors should monitor how and when these shares will be issued.
• Emerging Growth Company Status: Onfolio Holdings is classified as an emerging growth company under the Securities Act, which means it may benefit from reduced reporting requirements, but also may not be subject to the same level of scrutiny as larger public companies.

What Investors Should Watch For Next

• Whether and when the Board enacts the reverse stock split, and at what ratio.
• The company’s use of the newly authorized shares and the terms of any capital raises or conversions under the convertible notes.
• Announcements regarding compliance with Nasdaq listing requirements, acquisitions, or other uses of the increased share capital.

These shareholder-approved measures provide the company with significant flexibility but also introduce the potential for substantial dilution. Investors should closely monitor company announcements regarding the timing and implementation of these actions, as they may materially affect future share value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own analysis or consult professional advisors before making investment decisions. The information is based on the company’s Form 8-K filing dated April 10, 2026. Market conditions and company actions may change without notice.

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