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Red Flags Detected

  • Up to $300,000,000 Senior Secured Convertible Notes (new) — The company has committed to issue up to $300 million in convertible notes, which could result in massive dilution for existing shareholders if converted.
  • Floor Price Equal to $0.22 (new) — The conversion floor price of $0.22 is significantly below the initial conversion price of $0.984, protecting note holders from dilution but potentially causing severe dilution for common stockholders.
NASDAQ: ONFO Onfolio Holdings, Inc 424B3

Onfolio Holdings registers 32.7M shares for resale by selling stockholder; company gets no proceeds

Filed April 30, 2026 · ~1 min read

Key Changes

  • high

    The prospectus covers up to 32,696,345 shares of common stock offered by a selling stockholder, consisting of 31,636,364 note conversion shares and up to 1,059,981 right shares.

    The Offering verify on EDGAR →
  • high

    All shares are secondary; proceeds go to the selling stockholder, not Onfolio. The company receives no cash from this offering.

    The Offering verify on EDGAR →
  • high

    The notes are convertible at an initial price of $0.984 per share, subject to a floor price of $0.22, which could lead to significant dilution if the stock price falls.

    The Offering verify on EDGAR →

1 more material change behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 2, 2026 · How we verify