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 5.07 Submission of Matters to a Vote of Security Holders
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Onfolio Holdings Inc. (the “Company”) was held on August 7, 2024. As of the close of business on June 17, 2024, the Company had outstanding 5,107,395 shares of common stock, of which 3,295,489 shares were represented at the meeting by proxy and in person; accordingly, a quorum was constituted. The matters voted upon and the final results of the voting were as follows:
Proposal 1: Election of Directors
The following persons were elected to the Board of Directors to serve until the 2025 Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified:
Name |
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| Votes Withheld |
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| Abstain |
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| Broker Non-votes |
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Dominic Wells |
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| 2,328,382 |
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| 12,604 |
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| — |
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| 954,503 |
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Andrew Lawrence |
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| 2,313,431 |
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| 27,555 |
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| — |
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| 954,503 |
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David McKeegan |
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| 2,328,382 |
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| 12,604 |
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| — |
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| 954,503 |
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Robert J. Lipstein |
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| 2,328,367 |
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| 12,619 |
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| — |
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| 954,503 |
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Mark N. Schwartz |
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| 2,328,379 |
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| 12,607 |
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| — |
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| 954,503 |
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Proposal 2: Ratification of the appointment of Astra Audit & Advisory, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024
The following votes were cast with respect to Proposal 2. The proposal was approved.
For |
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| Against |
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| Abstain |
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| Broker Non-votes |
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| 3,121,601 |
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| 155,724 |
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| 18,164 |
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| — |
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Proposal 3: Approval of an amendment to the Certificate of Incorporation to effect, at the sole discretion of the Company’s board of directors, a reverse stock split of the Company’s issued and outstanding common stock at an exchange ratio between 1-for-2 to 1-for-5, to be determined at the sole discretion of the Company’s board of directors
The following votes were cast with respect to Proposal 3. The proposal was approved.
For |
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| Against |
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| Abstain |
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| Broker Non-votes |
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| 2,978,085 |
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| 307,633 |
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| 9,771 |
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| — |
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| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONFOLIO HOLDINGS INC. |
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Date: August 9, 2024 |
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| By: | /s/ Dominic Wells |
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| Dominic Wells, |
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| Chief Executive Officer |
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| 3 |