Failure to Satisfy Listing Rule (Form 8-K)

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

On May 26, 2026, Onfolio Holdings Inc. (the "Company") received a written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") informing the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of $2,500,000 in stockholders' equity for continued listing on the Nasdaq Capital Market.

The Notice states that the Company's Quarterly Report on Form 10-Q for the for the period ended March 31, 2026 reported stockholders' equity of $1,216,603. As of the date of the Notice, the Company also does not meet the alternative continued listing standards of (i) a market value of listed securities of $35 million or (ii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

Under Nasdaq's rules, the Company has 45 calendar days from the date of the Notice (until July 10, 2026) to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the stockholders' equity requirement. The Notice further states that Nasdaq will consider factors such as the likelihood that the plan will result in the Company's compliance with Nasdaq's continued listing criteria, the Company's past compliance history, the reasons for the Company's current non-compliance, other corporate events that may occur within Nasdaq's review period, the Company's overall financial condition and its public disclosures.

The Company intends to submit a compliance plan to Nasdaq within the required 45-day period and is evaluating potential actions to regain compliance. There can be no assurance that the plan will be accepted or that the Company will be able to regain compliance within any extension period granted by Nasdaq.

In the event that the Company's plan is not accepted, or that the plan is granted by the staff at Nasdaq but the Company is unable to regain compliance, the Company would have the right to request a hearing before an independent Nasdaq hearings panel. The request for a hearing would result in a stay of any suspension or delisting action pending the conclusion of the hearing process.

Neither the Notice nor the Company's non-compliance have an immediate effect on the listing or trading of the Company's common stock, which will continue to trade under the symbol "ONFO." However, there can be no assurance that the Company's plan will be accepted or that if it is, the Company will be able to regain compliance.