Onfolio Holdings, Inc

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our 2025 Form 10-K, as filed with the SEC on March 31, 2026, which could materially affect our business, financial condition or future results. The risks described in this Form 10-Q and in our 2025 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or future results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

We have incurred operating losses since our inception and we may continue to incur substantial operating losses for the foreseeable future.

We were incorporated on July 20, 2020, and have conducted operations since May 2019. We have incurred operating losses and experienced negative cash flow since our inception. We incurred a net loss of $2,540,368 for the year ended December 31, 2025 and $7,175,162 for the six months ended June 30, 2026. We anticipate that we will continue to incur operating losses through at least 2026.

We may not be able to generate sufficient revenue from owning and/or managing our online businesses to achieve profitability. We expect to continue to make significant operating and capital expenditures for acquisitions of online businesses, technologies, or other assets; and for marketing, working capital and general corporate purposes. As a result, we will need to generate significant revenue to achieve profitability. We cannot assure you that we will ever achieve profitability.

As described in Note 3 of our audited financial statements contained in our Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on March 31, 2026, our auditors have issued a going concern opinion on our December 31, 2025 financial statements, expressing substantial doubt that we can continue as an ongoing business for the next twelve months after issuance of their report based on our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing, debt financing and/or related party advances, however there is no assurance of additional funding being available. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we cannot raise the necessary capital to continue as a viable entity, we could experience a material adverse effect on our business and our stockholders may lose some or all of their investment in us.

We can provide no assurances that any additional sources of financing will be available to us on favorable terms, if at all. Our forecast of the period of time through which our current financial resources will be adequate to support our operations and the costs to support our general and administrative and acquisition activities are forward-looking statements and involve risks and uncertainties.

If we do not succeed in raising additional funds on acceptable terms, we could be forced to delay or curtail potential acquisitions of online businesses, technologies, or other assets, forego sales and marketing efforts, and forego potential attractive business opportunities. Unless we secure additional financing, we will be unable to continue to execute on our business plan.

We require additional capital to support our present business plans and our anticipated business growth, and such capital may not be available on acceptable terms, or at all, which would adversely affect our ability to operate.

We will require additional funds to further develop our business plan. Based on our current operating plans, we believe we need to make additional acquisitions of online businesses, technologies, or other assets to generate enough cashflow to carry our overhead costs. We may choose to raise additional capital in order to expedite and propel growth more rapidly. We can give no assurance that we will be successful in raising any additional funds. Additionally, if we are unable to generate sufficient revenues from our sales and operating activities, we may need to raise additional funds, doing so through debt and equity offerings, in order to meet our expected future liquidity and capital requirements, including capital required for operations. Any such financing that we undertake will likely be dilutive to current stockholders.

We intend to continue to make investments to support our business growth, including acquiring additional online businesses, technologies, or other assets. In addition, we may also need additional funds to respond to other business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, satisfying debt and series A preferred stock payment obligations, and enhancing our operating infrastructure. While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek to raise additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all our business plans.

We cannot predict our future capital needs and we may not be able to secure additional financing.

We will need to raise additional funds in the future to fund our working capital needs and to fund further expansion of our business. We may require additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for these purposes. No assurance can be given that necessary funds will be available for us to finance our development on acceptable terms, if at all. Furthermore, such additional financings may involve substantial dilution of our stockholders or may require that we relinquish rights to certain of our technologies or products. In addition, we may experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans.