Onfolio Holdings Inc 2024年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________________to________________________ Commission file number:001-41466 ONFOLIO HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction of incorporation or organization) (I.R.S. EmployerIdentification No.) 1007 North Orange Street,4th Floor,Wilmington,Delaware(Address of principal executive offices) 19801(Zip Code) (Registrant’s Telephone Number, including Area Code):(682)990-6920 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: Series A Preferred Stock Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately$4,162,115as of June 30, 2024. As ofApril 15,2025, there were5,127,395shares outstanding of the registrant’s common stock, $.001 par value. Table of Contents Item 1.Business4Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments44Item 1C.Cybersecurity45Item 2.Properties45Item 3.Legal Proceedings45Item 4.Mine Safety Disclosures45 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities46Item 6.Reserved47Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations47Item 7A.Quantitative and Qualitative Disclosures About Market Risk59Item 8.Financial Statements and Supplementary Data59Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure59Item 9A.Controls and Procedures59Item 9B.Other Information60Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections60 Item 10.Directors, Executive Officers and Corporate Governance61Item 11.Executive Compensation63Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters67Item 13.Certain Relationships and Related Transactions, and Director Independence68Item 14.Principal Accountant Fees and Services69 Item 15.Exhibits and Financial Statement Schedules70Item 16.Form 10-K Summary71 Forward-Looking Statements This Report on Form 10-K contains forward-l