Onfolio Holdings, Inc

DEF 14A 1 ea0305891-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

1007 North Orange Street, 4 th Floor

Wilmington, Delaware, 19801

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 A.M. Eastern Time on November 5, 2026

October 19, 2026

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of Onfolio Holdings Inc. (the “Company”) will be held on November 5, 2026, at 10:00 A.M. Eastern Time, and will be conducted exclusively online via live webcast atwww.cesonlineservices.com/onfosm2_vm. To participate in the Special Meeting, you must pre-register at the same link by 10:00 A.M. Eastern Time on November 4, 2026. The Special Meeting is being held for the following purposes:

(1) to grant discretionary authority to the Company’s board of directors (the “Board”) to amend the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to effect one or more reverse stock splits of all outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), by a ratio of up to one-for-two hundred fifty (1-for-250), to be determined by the Board in its sole discretion (the “Reverse Stock Splits Proposal”);

(2) to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Splits Proposal if there are not sufficient votes at the Special Meeting to approve and adopt the Reverse Stock Splits Proposal (the “Adjournment Proposal”);

(3) to consider and transact such other business as may be properly brought before the Special Meeting and any adjournments thereof.

The Proxy Statement accompanying this notice describes each of these items of business in detail. The Board has fixed the close of business on September 23, 2026, as the record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. Accordingly, only stockholders of record at the close of business on September 23, 2026 are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements of the Special Meeting.

Your vote is important. Whether or not you expect to attend the Special Meeting, please vote via the Internet, or complete, date, sign and promptly return the proxy card so that your shares may be represented at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ONNovember 5, 2026.

The proxy statementand proxy materials are availableat

https://ts.vstocktransfer.com/irhlogin/ONFOLIOHOLDINGSINC andunder the“Investors — Financial Filings” page of the Company’s website athttps://www.onfolio.com.

Whether or not you expect to attend thevirtual Special Meeting, please submit voting instructions for your shares promptly using the directions on your proxy card, to vote by one of the following methods: 1) over the internet athttp://www.vstocktransfer.com/proxy or 2) by marking, dating and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote online during the virtual Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a legal proxy issued in your name from that record holder.