The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED April 9, 2026

PRELIMINARY PROSPECTUS

 

ONFOLIO HOLDINGS INC.

32,696,345 Shares of Common Stock offered by the Selling Stockholder

__________________________

This prospectus relates to the offering and resale by the Selling Stockholder identified herein (the "Selling Stockholder") of up to 32,696,345 shares of common stock, $0.001 par value per share (the "Common Stock"), of Onfolio Holdings Inc. (the "Company"). The shares of Common Stock offered hereby consist of (i) 31,636,364 shares of Common Stock issuable upon conversion of senior secured convertible notes (the "Note Shares") and (ii) up to 1,059,981 additional shares of Common Stock issuable pursuant to rights to receive shares of Common Stock (the "Right Shares", and together with the Note Shares, the "Shares") pursuant to that certain right to receive common stock agreement (the "Rights Agreement"). Pursuant to that certain Securities Purchase Agreement, dated November 17, 2025 (the "Purchase Agreement"), the Company has agreed to issue senior secured convertible notes in an aggregate principal amount of up to $300,000,000 (the "Notes") to the buyers party thereto, of which a Note having an $6,000,000 aggregate principal amount was issued at an initial closing (the "Initial Note"). The Initial Note is convertible into Note Shares at an initial conversion price of $0.984, subject to adjustment as provided in the Notes and a floor price equal to $0.22 (the "Floor Price"). The Rights are exercisable or settleable into Right Shares in accordance with the terms of the Purchase Agreement and the Rights Agreement.

In accordance with the terms of a registration rights agreement with the holders of the Notes, dated as of November 17, 2025 (the "Registration Rights Agreement"), this prospectus generally relates to (i) 31,636,364 Note Shares issuable and registered hereby, which amount is derived by dividing the $6 million principal amount of the outstanding Notes, plus the interest accrued pursuant to the terms of the outstanding Notes as of April 9, 2026,  by the Floor Price, and (ii) 1,059,981 Right Shares issuable and registered hereby, which amount is derived by the sum of (x) the daily incremental value through expiration of the Right (as determined in accordance with the Rights Agreement) of the cryptocurrency and/or digital assets purchased by the Company, from and after November 17, 2025, calculated as of April 7, 2026 by (y) the Floor Price. Because the Initial Conversion Price and the Floor Price of the Notes and the conversion price of the Rights may be adjusted, the number of Shares that will actually be issued may be more or less than the number of Shares being offered by this prospectus. In the event the Company issues additional Notes or additional Rights pursuant to the Purchase Agreement, it will file a new registration statement to register the shares of Common Stock issuable upon the conversion of such Notes or exercise of such Rights, as applicable.

The Selling Stockholder may from time to time sell, transfer or otherwise dispose of any or all of the Shares in a number of different ways and at varying prices. See "Plan of Distribution" beginning on page  27  of this prospectus for more information.

The Selling Stockholder may offer all or part of the Shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.

Our common stock and publicly-traded warrants are listed and traded under the symbols "ONFO" and "ONFOW," respectively, on the Nasdaq Capital Market LLC ("Nasdaq"). On April 8, 2026, the closing/last price of our common stock and publicly-traded warrants on the Nasdaq was approximately $0.64 and $0.068, respectively.