Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 29, 2026, the Board of Directors (the "Board") of Onfolio Holdings Inc. (the "Company"), acting by unanimous written consent in lieu of a meeting, approved and adopted an amendment to Section 2.07 of the Company's Amended and Restated By-Laws, originally adopted on April 22, 2022 (the "Bylaws"), effective immediately. The amendment reduced the quorum required at meetings of stockholders from a majority in voting power of the shares of the Company entitled to vote at the meeting, present in person or represented by proxy, to one-third (1/3) in voting power of such shares, present in person or represented by proxy.

The Board took action by unanimous written consent pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and adopted the amendment pursuant to Section 109(a) of the DGCL and the authority granted to the Board under the Company's Certificate of Incorporation. The one-third quorum requirement is the statutory minimum permitted under Section 216 of the DGCL. The amendment was adopted in connection with the Company's upcoming Special Meeting of Stockholders (the "Special Meeting").

The foregoing description of the amendment is qualified in its entirety by reference to the Bylaws, as amended through September 29, 2026, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.