UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On October 12, 2026, Eastern Standard, LLC, a Delaware limited liability company, and subsidiary of Onfolio Holdings, Inc. (the “Company”), (the “Maker”), and the Company, as guarantor, entered into a Limited Forbearance Agreement and Reaffirmation of Loan Documents (the “Forbearance Agreement”) with Eastern Standard, LLC, a Pennsylvania limited liability company (the “Payee”), relating to the failure by the Company to timely make certain payments under the $850,000 promissory note issued by Maker to the Payee in connection with the Company’s acquisition of the Eastern Standard business (the “Note”). The Note is secured by the Maker’s assets and guaranteed by the Company.
Under the Forbearance Agreement, the Maker must pay the Payee $450,000 on or before October 31, 2026 (the “Initial Payment”), followed by monthly payments of $60,000 beginning December 1, 2026 and a final payment of $45,754.29 on July 1, 2027, for total scheduled payments of $915,754.29, inclusive of principal, interest, a $20,000 late charge and other amounts owed. Upon receipt of the Initial Payment, and for so long as each monthly payment is made when due (subject to a ten-day cure period), the Payee has agreed to forbear from exercising certain rights and remedies under the Note. If all scheduled payments are timely made, the Note will be deemed paid in full and the security interests and the Company’s guaranty will be released. If the Initial Payment is not made by October 31, 2026, or any monthly payment is not made within the cure period, the Payee may exercise its remedies under the Note, security agreement and guaranty. The Forbearance Agreement does not extend the maturity of the Note, and any default interest owing thereunder will continue to accrue.
The foregoing description of the Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Forbearance Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Limited Forbearance Agreement and Reaffirmation of Loan Documents, dated as of October 12, 2026, by and among Eastern Standard, LLC (Maker), Eastern Standard, LLC (Payee), and Onfolio Holdings, Inc. (Guarantor) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain schedules or similar attachments may be omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule to the SEC upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 20, 2026 | ||
| ONFOLIO HOLDINGS, INC. | ||
| By: | /s/Dominic Wells | |
| Name: | Dominic Wells | |
| Title: | Chief Executive Officer | |
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