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): May 14, 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 4.01 Changes in Registrant’s Certifying Accountants.

 

Appointment of Independent Registered Public Accounting Firm

 

As previously disclosed in a Current Report on Form 8-K filed with the Commission on May 3, 2024, Onfolio Holdings Inc. (the “Company”) dismissed BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm. The Company’s audit committee unanimously approved the decision to dismiss BF Borgers.

 

On May 14, 2024, the Company’s audit committee unanimously approved the engagement of Astra Audit & Advisory, LLC (“Astra”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

During the Company’s two most recent fiscal years, and the subsequent interim period up to and including the date of BF Borgers’ dismissal, neither the Company nor anyone acting on its behalf consulted with Astra regarding any matter that would require disclosure under Item 304(a)(2) of Regulation S-K.

 

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: May 14, 2024

By:

/s/ Dominic Wells

 

 

 

Dominic Wells,

 

 

 

Chief Executive Officer

 

 

 
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Cover
May 14, 2024
Document Information Line Items  
Entity Registrant Name ONFOLIO HOLDINGS INC.
Entity Central Index Key 0001825452
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date May 14, 2024
Entity Ex Transition Period false
Entity File Number 001-41466
Entity Incorporation State Country Code DE
Entity Tax Identification Number 37-1978697
Entity Address Address Line 1 1007 North Orange Street
Entity Address Address Line 2 4th Floor
Entity Address City Or Town Wilmington
Entity Address State Or Province DE
Entity Address Postal Zip Code 19801
City Area Code 682
Local Phone Number 990-6920
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Common Stocks [Member]  
Document Information Line Items  
Security 12b Title Common Stock, $0.001 par value per share
Trading Symbol ONFO
Security Exchange Name NASDAQ
Warrants [Member]  
Document Information Line Items  
Security 12b Title Warrants To Purchase Common Stock
Trading Symbol ONFOW
Security Exchange Name NASDAQ
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