Onfolio Holdings, Inc (ONFO) Form S-1 — Oct 23, 2026
Onfolio Holdings filed an S-1 registering the resale by a Selling Stockholder of up to 105,223,881 shares of common stock issuable under a $100 million equity purchase facility entered into April 10, 2026, with only 2,499,248 shares outstanding as of October 23, 2026. The registered shares would represent roughly 97.67% of shares outstanding, creating severe dilution potential; the Company pays a 3.0% fee to placement agent Curvature Securities and receives up to $100 million in gross proceeds only if it elects to draw on the facility at deeply discounted prices (97% of lowest VWAP for regular purchases).
Key figures
- Gross Proceeds
- 100000000
- Offering Price
- 0.5227
- Shares Offered
- 105223881
- Shares Outstanding
- 2499248
- Commitment shares
- 1000
- Facility size usd
- $100 million over 24 months
- Reverse split ratio
- 1-for-50
- Warrant exercise price
- 125
- Placement agent fee pct
- 3.0%
- Registered dollar amount
- $55.0 million
- Regular purchase discount
- 97% of lower of lowest hourly VWAP or lowest traded price
- Shares registered this s1
- 105223881
- Convertible note principal
- 6000000
- Nasdaq compliance deadline
- 2026-11-23
- Stockholders equity q1 2026
- 1216603
- Accelerated purchase discount
- 98% of lower of lowest hourly VWAP or lowest traded price
- Cryptocurrency proceeds allocation pct
- 25%
AI analysis
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