Onfolio Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter) |
|
| |||
(State or other jurisdiction of incorporation or organization) |
| (Commission File Number) |
| (I.R.S. Employer Identification Number) |
| ||
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code (
_______________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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 13(a) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Onfolio Holdings Inc. (the “Company”) was held on August 7, 2025. As of the close of business on June 10, 2025, the Company had outstanding 5,127,396 shares of common stock, of which 3,516,017 shares were represented at the meeting by proxy and in person; accordingly, a quorum was constituted. The matters voted upon and the final results of the voting were as follows:
Proposal 1: Election of Directors
The following persons were elected to the Board of Directors to serve until the 2025 Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified:
Name |
| Votes For |
|
| Votes Withheld |
|
| Abstain |
|
| Broker Non-votes |
| ||||
Dominic Wells |
|
| 2,267,575 |
|
|
| 16 |
|
|
| — |
|
|
| 1,248,426 |
|
Andrew Lawrence |
|
| 2,058,319 |
|
|
| 209,272 |
|
|
| — |
|
|
| 1,248,426 |
|
David McKeegan |
|
| 2,055,440 |
|
|
| 212,151 |
|
|
| — |
|
|
| 1,248,426 |
|
Robert J. Lipstein |
|
| 2,029,616 |
|
|
| 237,975 |
|
|
| — |
|
|
| 1,248,426 |
|
Mark N. Schwartz |
|
| 2,055,427 |
|
|
| 212,164 |
|
|
| — |
|
|
| 1,248,426 |
|
Proposal 2: Ratification of the appointment of Astra Audit & Advisory, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025
The following votes were cast with respect to Proposal 2. The proposal was approved.
For |
|
| Against |
|
| Abstain |
|
| Broker Non-votes |
| ||||
| 3,475,402 |
|
|
| 40,612 |
|
|
| 3 |
|
|
| — |
|
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONFOLIO HOLDINGS INC. |
| |
|
|
|
|
Date: August 11, 2025 |
|
|
|
|
|
|
|
| By: | /s/ Dominic Wells |
|
|
| Dominic Wells, |
|
|
| Chief Executive Officer |
|
| 3 |