Onfolio Holdings Inc 2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2026 OR 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) 37-1978697(I.R.S. Employer Delaware(State or other jurisdiction of incorporation or organization) 1007 North Orange Street, 4th Floor, Wilmington,Delaware(Address of principal executive offices) 19801(Zip Code) (682) 990-6920(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregisteredNasdaq Capital Market Common stock, $0.001 par valueWarrants To Purchase Common Stock Nasdaq Capital Market 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, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Number of shares of common stock outstanding as of May 13, 2026 was 6,662,508. Item 1.Financial Statements (Unaudited)4Consolidated Balance Sheets as of March 31, 2026 and December 31, 20254Consolidated Statements of Operations for the Three Months ended March 31, 2026 and 20255Consolidated Statements of Stockholders’ Equity for the Three Months ended March 31, 2026 and 20256Consolidated Statements of Cash Flows for the Three Months ended March 31, 2026 and 20257Notes to the Consolidated Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 3.Quantitative and Qualitative Disclosures About Market Risk41Item 4.Controls and Procedures42PART II. OTHER INFORMATIONItem 1.Legal Proceedings43Item 1A.Risk Factors43Item 2.Unregistered Sales of Equity Securities and Use of Proceeds44Item 3.Defaults Upon Senior Securities44Item 4.Mine Safety Disclosures44Item 5.Other Information44Item 6.Exhibits45Signatures46 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report on Form 10-Q contains forward-looking statements. Forward-looking statements involve risks and uncertainties, such asstatements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-lookingstatements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “weintend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected tooccur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors thatcould cause actual results to differ materially from any future results, performances or achievements expressed or implied by theforward-looking statements. You should not place undue reliance on these forward-looking statements. Examples of forward-looking statements include, but are not limited to: ●the anticipated timing of the development of future products or services;●projections of costs, revenue, earnings, capital structure and other financial items;●statements of our plans and objectives;●statements regarding the capabilities of our business operations;●statements of expected future economic performance;●statements regarding competition in our market; and●assumptions underlying statements regarding us or our business. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on ourcurrent beliefs, expect