SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Onfolio Holdings Inc. |
| (Name of Issuer) |
Common Stock, par value $.001 per share
(Title of Class of Securities)
68277K 207
(CUSIP Number)
October 25, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
|
|
|
| ☒ | Rule 13d-1(c) |
|
|
|
| ☐ | Rule 13d-1(d) |
———————
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 68277K 207
| 1
| NAME OF REPORTING PERSON
Joel Arberman | |||
| 2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||
| 3
| SEC USE ONLY
| |||
| 4
| CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5
| SOLE VOTING POWER
726,500* |
| 6
| SHARED VOTING POWER
0 | |
| 7
| SOLE DISPOSITIVE POWER
726,500* | |
| 8
| SHARED DISPOSITIVE POWER
0 |
| 9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,500* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||
| 11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.01%** | |||
| 12
| TYPE OF REPORTING PERSON
IN | |||
| * | Comprised of 268,400 shares of common stock and 458,100 immediately exercisable warrants to purchase 458,100 shares of common stock. |
| ** | Percentage calculated based upon total of (i) 5,127,396 shares of common stock outstanding as of August 14, 2024, as reported in the Form 10-Q of Onfolio Holdings Inc., filed with the Securities and Exchange Commission on August 14, 2024; and (ii) 458,100 shares of common stock assuming exercise of all 458,100 immediately exercisable warrants. |
| 2 |
CUSIP No. 68277K 207
Item 1(a). NAME OF ISSUER:
The name of the issuer is Onfolio Holdings Inc., a Delaware corporation (the "Company").
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The Company's principal executive offices are located at 1007 North Orange Street, Fourth Floor, Wilmington, Delaware 19801.
Item 2(a). NAME OF PERSON FILING:
This statement is filed by Joel Arberman (the "Reporting Person”).
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of the Reporting Persons is 6162 Dusenburg Road, Delray Beach, Florida 33484.
Item 2(c). CITIZENSHIP:
The Reporting Person is a U.S. citizen.
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common stock, par value $0.001 per share.
Item 2(e). CUSIP NUMBER:
68277K 207 .
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
|
|
|
|
|
|
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
|
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
|
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
|
|
|
|
|
|
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
|
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
|
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
|
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
|
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
|
| (j) | ☐ | A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J); |
|
|
|
|
|
|
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:______. |
| 3 |
CUSIP No. 68277K 207
Item 4. OWNERSHIP
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Item 4.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| 4 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: October 28, 2024
| /s/ Joel Arberman |
|
| Joel Arberman |
|
| 5 |