Onfolio Holdings, Inc

Current report

We are not in compliance with certain of Nasdaq’s continued listing requirements, and additional recently effective Nasdaq rules provide for immediate delisting with no compliance period. If we are unable to regain and maintain compliance, our common stock and warrants will be delisted from Nasdaq.

Current report

On May 26, 2026, we received a notice from the Listing Qualifications Department of Nasdaq stating that we were not in compliance with the minimum stockholders’ equity requirement of Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain stockholders’ equity of at least $2,500,000. We submitted a plan to regain compliance, which remains under review by Nasdaq. There can be no assurance that Nasdaq will accept our plan or grant us an extension period, or that we will be able to regain compliance with the stockholders’ equity requirement within any extension period granted.

Current report

On July 2, 2026, we received a notice from Nasdaq stating that we were not in compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2), as the closing bid price of our common stock was below $1.00 per share for 30 consecutive business days. We have until December 29, 2026 to regain compliance, which requires the closing bid price of our common stock to be at least $1.00 per share for a minimum of ten consecutive business days. On August 10, 2026, the Company completed a 1-for-50 reverse stock split of its common stock as part of its effort to regain compliance with Nasdaq Listing Rule 5550(a)(2). We previously received a similar notice in January 2026 and organically regained compliance on April 30, 2026. There can be no assurance that we will regain compliance on this occasion or that we will remain in compliance thereafter.

Current report

Further, effective July 22, 2026, the U.S. Securities and Exchange Commission initially approved changes to Nasdaq Listing Rules 5550(a)(6) and 5810(c)(1), creating an immediate Staff Delisting Determination with no compliance period if a company’s Market Value of Listed Securities (“MVLS”) stays below $5,000,000 for 30 consecutive business days. Under those specific rules, an appeal or request for a review hearing would not have automatically stayed the suspension of trading. Following petitions for review, the U.S. Securities and Exchange Commission issued a letter on July 29, 2026, staying the July 22 approval order “until the Commission orders otherwise,” which temporarily puts the implementation of the rule on hold. There can be no assurance that the stay will remain in effect and that the approved changes to Nasdaq Listing Rules 5550(a)(6) and 5810(c)(1) will not ultimately be implemented. If the stay does not remain in effect and the Company’s MVLS stays below $5,000,000 for 30 consecutive business days, we will be subject to an immediate Nasdaq Staff Delisting Determination with no compliance period.

Current report

If our common stock and warrants were delisted from Nasdaq, we would expect trading, if any, to occur on an over-the-counter market, which would likely reduce the liquidity and market price of our common stock, impair our ability to raise capital, including under the Equity Purchase Facility Agreement, reduce the number of investors willing or able to hold or acquire our securities, and could have adverse consequences under our existing financing arrangements. Delisting could also impair our ability to pursue a strategic transaction, such as a reverse merger or similar business combination.

Current report

Our recent 1-for-50 Reverse Stock Split may not ensure compliance with Nasdaq’s continued listing standards, and our failure to maintain a $1.00 minimum bid price could lead to immediate delisting.

Current report

While the primary objective of our recent 1-for-50 reverse stock split was to increase the per-share market price of our common stock to meet the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), we cannot guarantee that the market price after the split will remain above the $1.00 threshold. Under recent Nasdaq rule amendments, Nasdaq has accelerated delisting timelines and restricted the frequency of reverse splits used to cure bid price deficiencies. If our share price drops below $1.00 again, we face a more restricted path to recovery, eliminating our ability to easily implement successive splits.

Current report

Further, our 1-for-50 reverse stock split does not increase our stockholders’ equity and does not increase the aggregate market value of our listed securities, and therefore would not, by itself, address the deficiencies under the above-described Nasdaq Listing Rules 5550(b)(1) or 5550(a)(6) (applicable only if the existing stay does not remain in effect). Consequently, if we do not timely cure such deficiency(ies), we will be subject to rapid trading suspension and immediate delisting.

Current report

Our recent 1-for-50 Reverse Stock Split has significantly expanded our pool of authorized but unissued shares, exposing our existing shareholders to substantial and immediate dilution.

Current report

Because our recent 1-for-50 reverse stock split reduced our outstanding shares without proportionally reducing the total number of authorized shares of common stock under our certificate of incorporation, the split has created a significant disparity between our outstanding and authorized share pools. This structural change provides our Board of Directors with an increased volume of unissued, available shares. Subject to applicable Nasdaq Listing Rules, our Board can issue these shares at its discretion for future equity financings, debt conversions, strategic acquisitions, or stock incentive plans without requiring further shareholder approval. Any future issuances of our common stock will result in immediate dilution to the ownership percentages, voting power, and earnings per share of our current stockholders. Frequent or large equity raises could place persistent downward pressure on our post-split share price, potentially eliminating the price gains achieved by the 1-for-50 reverse stock split.