Onfolio Holdings Inc

This proposal asks shareholders to approve, under Nasdaq Listing Rule 5635(d), the issuance of shares in excess of 19.99% of the company’s outstanding common stock pursuant to an equity purchase facility entered on April 10, 2026. Management is seeking this approval because Nasdaq rules require prior stockholder consent before the company may issue more than 19.99% of its outstanding shares in a non-public offering where the issuance price is below the Rule’s “Minimum Price.” The Equity Facility is structured as a $100 million commitment (company option, not investor demand), permitting Onfolio to sell newly issued common stock to an institutional investor at a discount to market price on advances initiated by the company; proceeds are earmarked 25% for acquiring cryptocurrencies as a reserve asset and 75% for working capital and general corporate purposes. Approval would allow the company the flexibility to draw the facility beyond the 19.99% exchange cap (1,172,056 shares) without triggering Nasdaq noncompliance for the specific transactions contemplated. Management frames the facility as an important, flexible capital-raising tool to help the company address liquidity needs and to regain or maintain compliance with Nasdaq’s $2.5 million stockholders’ equity requirement, noting a Nasdaq notice of non-compliance dated May 26, 2026. If not approved, the company cannot issue more than the Exchange Cap under the facility and may be forced to repeatedly adjourn and reconvene the annual meeting to seek approval, consuming resources. The Board recommends a vote FOR because it believes the facility enhances the company’s ability to raise capital quickly and supports ongoing operations and strategic plans while noting dilution and potential market-pressure risks. The proposal raises governance considerations — it grants the Board potential authority to issue substantial additional voting power and shares, which could be dilutive and have anti-takeover implications — and investors should weigh the immediate capital benefits against long-term dilution and control effects. The proxy discloses that the company paid a commitment fee of 50,000 shares at signing; investors should consider this and the facility’s discount pricing when assessing shareholder value and potential signaling about the company’s financing needs.

This management proposal requests shareholder approval to amend the Company’s charter to increase authorized common shares from 300 million to 600 million. Management argues the increase is necessary primarily to comply with the Equity Facility’s reservation and registration commitments (including a Reservation Estimate based on pricing assumptions) and to provide flexibility for future capital raises, acquisitions, stock-based compensation, and other corporate purposes without the delay and expense of repeated charter amendments. The Board frames the change as a precaution to ensure sufficient authorized shares are available to issue shares issuable under the Equity Facility (which could otherwise be limited by the current authorization) and to support potential future strategic transactions. The proposal explicitly notes potential adverse effects, including dilution, reductions in earnings/book value per share, and potential use to frustrate takeovers, but the Board states it has no current plans to use the increase as an anti-takeover device. Approval would enable faster execution of equity transactions and compliance with contractual commitments; failure to approve may constrain the company’s ability to issue shares and implement the Equity Facility fully. The change would have immediate theoretical governance impacts by enlarging the pool of shares the Board could authorize to issue; investors should scrutinize future issuances for value creation and anti-dilution protections. The Board recommends a vote FOR on grounds of operational flexibility and contractual necessity in relation to the Equity Facility, while cautioning stockholders about the dilutive nature of additional authorized shares. From a regulatory and capital-structure perspective, the amendment is a routine charter change but one with meaningful implications for shareholder value and control depending on how the newly authorized shares are deployed.

This proposal asks shareholders to authorize the meeting chair and proxies to adjourn and reconvene the Annual Meeting one or more times to solicit additional proxies if the Equity Facility or Authorized Share Increase proposals fail to receive sufficient votes. Management seeks this authority because Nasdaq approval and charter changes often require a majority of votes present, and failure to obtain approval could force the company into repeated vote solicitations and potential Nasdaq listing issues; adjourning gives the company time to engage with investors and obtain the necessary consents. The Board frames the adjournment mechanism as a procedural safeguard that preserves the ability to pursue the Equity Facility and Charter Amendment without re-calling a new meeting on short notice, reducing administrative burden and expense relative to other routes. Approval of the adjournment proposal does not itself change corporate governance or issue shares, but it does empower management to extend solicitation efforts, which could be used to marshal additional shareholder support. Vote for this proposal is recommended by the Board as a practical step to ensure that, should the primary financing and charter proposals fail initially, the company can continue its solicitation efforts in an orderly and efficient manner. Investors should weigh that the adjournment power can delay finality and might be used to continue soliciting votes that could materially change corporate rights (i.e., the issuance of shares) but is commonly requested in contested or close-vote situations. From a strategic perspective, the adjournment authority reflects the company’s desire to secure necessary approvals to implement financing arrangements tied to Nasdaq compliance and operational liquidity.