Onfolio Holdings, Inc

S-11 ea0309406-s1_onfolio.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on October 23, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THESECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Dominic Wells

Chief Executive Officer

1007 North Orange Street, 4th Floor

Wilmington, Delaware 19801

(682) 990-6920

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Northwest Registered Agent Service, Inc.

8 The Green, Ste B

Dover, Delaware 19901

302-581-4070

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David M. Bovi, Esq.

David M. Bovi, P.A.

2855 PGA Blvd., Suite 150

Palm Beach Gardens, FL 33410

(561) 655-0665

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 23, 2026

PRELIMINARY PROSPECTUS

105,223,881 shares of Common Stock offered by the Selling Stockholder

This prospectus relates to the resale or other disposition from time to time by the Selling Stockholder identified herein (the “Selling Stockholder”) of up to 105,223,881 shares of common stock, par value $0.001 per share (the “Common Stock”), of Onfolio Holdings Inc. (the “Company”, “we” or “us”), which consists of (i) up to $55.0 million of shares of Common Stock that may be issued by us to the Selling Stockholder pursuant to that certain equity purchase facility agreement, dated as of April 10, 2026, by and between us and the Selling Stockholder, pursuant to which, the Company has the right, but not the obligation, to sell to the Selling Stockholder, from time to time and in the Company’s sole discretion, up to an aggregate of $100 million of newly issued shares of Common Stock, upon the satisfaction or waiver of the conditions set forth therein (the “Facility”), which as of October 20, 2026 represented 105,222,881shares of Common Stock based on an assumed issuance price of $0.5227 per share, which was the last closing price of our Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”) on October 20, 2026, and (ii) 1,000 shares of Common Stock issued as a commitment fee pursuant to the Facility (the “Commitment Shares”).

The actual number of shares of our Common Stock issuable by us in connection with the Facility will vary depending on the then-current market price of the shares of our Common Stock issued and sold to the Selling Stockholder under the Facility.

The Company is not selling any securities under this prospectus, and will not receive any of the proceeds from the resale or other disposition of the shares of our Common Stock by the Selling Stockholder; however, we may receive up to $100,000,000 in aggregate gross proceeds from the sale of shares of Common Stock to the Selling Stockholder under the Facility, subject to the conditions thereof and assuming we register the resale of all of the shares of Common Stock issuable under the Facility. The Company will control the timing and amount of any sales of shares of Common Stock to the Selling Stockholder. Actual sales of shares of Common Stock under the Facility will depend on a variety of factors to be determined by the Company from time to time, which may include, without limitation, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for its business and operational needs. The net proceeds under the Facility to the Company will depend on the frequency and prices at which the Company sells shares of Common Stock to the Selling Stockholder. The Company is registering the resale or other disposition by the Selling Stockholder of the shares of Common Stock that may be sold from time to time under the Facility pursuant to that certain registration rights agreement by and between the Company and the Selling Stockholder, dated as of April 10, 2026 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, in order to continue to issue and sell shares of Common Stock pursuant to the Facility, we must file one or more additional registration statements for the resale of the 45,000,000 of shares of Common Stock issuable pursuant to the Facility that are not being registered for resale pursuant to this prospectus and the registration statement of which it forms a part.

The Selling Stockholder may offer, sell or otherwise dispose of all or a portion of the shares of Common Stock being registered either publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the shares of our Common Stock. The timing, frequency and volume of any resale or other disposition of the shares of Common Stock registered hereunder are within the sole discretion of the Selling Stockholder. The Selling Stockholder may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”) with respect to the resale of shares of Common Stock acquired by it under the Facility. Although the Selling Stockholder is obligated to purchase shares of our Common Stock under the terms and subject to the conditions and limitations of the Facility, to the extent we choose to sell such shares of our Common Stock to the Selling Stockholder (subject to certain conditions), there can be no assurances that we will choose to sell any shares of our Common Stock to the Selling Stockholder, or that the Selling Stockholder will sell any or all of the shares of our Common Stock it holds pursuant to this prospectus. The Selling Stockholder will bear all commissions and discounts, if any, attributable to the resale of shares of our Common Stock. See “Plan of Distribution” beginning on page 20 of this prospectus for additional information.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Our Common Stock and publicly-traded warrants are listed and traded under the symbols “ONFO” and “ONFOW,” respectively, on Nasdaq. On October 20, 2026, the closing/last price of our Common Stock and publicly-traded warrants on the Nasdaq was approximately $0.5227 and $0.0111, respectively.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [●], 2026.

TABLEOF CONTENTS

You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus is correct as of any time after its date.

i