If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.