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    Onfolio Holdings Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits

    6/26/24 4:00:24 PM ET
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    onfo_8k.htm
    0001825452false00018254522024-06-252024-06-250001825452onfolio:CommonStocksMember2024-06-252024-06-250001825452onfolio:WarrantsMember2024-06-252024-06-25iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

    (Amendment No. )

     

    CURRENT REPORT

     

    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported): June 25, 2024

     

    ONFOLIO HOLDINGS INC.

    (Exact name of registrant as specified in its charter)

     

    Delaware

     

    001-41466

     

    37-1978697

    (State or other jurisdiction of

    incorporation or organization)

     

    (Commission

    File Number)

     

    (I.R.S. Employer

    Identification Number)

     

    1007 North Orange Street, 4th Floor, Wilmington, Delaware

     

    19801

    (Address of principal executive offices)

     

    (Zip Code)

     

    Registrant’s telephone number, including area code (682) 990-6920

     

    _______________________________________________

    (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

    Common Stock, $0.001 par value per share

    ONFO

    Nasdaq Capital Market

    Warrants To Purchase Common Stock

    ONFOW

    Nasdaq Capital Market

     

    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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     

    On June 25, 2024 Onfolio Holdings Inc. (the “Company”) received notice from The NASDAQ Stock Market that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. Since then, Staff has determined that for the last 10 consecutive business days, from June 10 to June 24, 2024, the closing bid price of the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2) and this matter is now closed.

     

    Item 8.01. Other Events.

     

    The disclosure contained in Item 3.01 of this Current Report on Form 8-K is incorporated by reference in this Item 8.01.

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.

     

    Description

    104

     

    Cover Page Interactive Data File (formatted as Inline XBRL)

     

     

    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: June 26, 2024

    By:

    /s/ Dominic Wells

     

     

     

    Dominic Wells,

     

     

     

    Chief Executive Officer

     

     

     

    3

     

     

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