UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Warrants To Purchase Common Stock | ONFOW | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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.
Explanatory Note
On October 19, 2022, Onfolio Holdings, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) disclosing, among other things, that: (i) on October 13, 2022 it had completed the previously announced acquisition of all of the issued share capital of SEO Butler Limited; and (ii) on October 14, 2022 it had completed the previously announced acquisition of substantially all the proofreading business assets of BCP Media, Inc.
This Current Report on Form 8-K/A amends and supplements the Original Form 8-K to provide the disclosures required by Item 9.01 of Form 8-K, which were not previously filed with the Original Form 8-K, including the required financial statements of SEO Butler Limited and BCP Media, Inc. and the required pro forma financial statements. Except as otherwise provided herein, the other disclosures made in the Original Form 8-K remain unchanged.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The (i) Audited Carve Out Financial Statements of SEO Butler Limited for the years ended November 30, 2021 and 2020; and (ii) Unaudited Carve Out Financial Statements of SEO Butler Limited for the Six Months ended May 31, 2022 and 2021 are attached hereto as Exhibit 99.1 and incorporated herein by reference.
The (i) Audited Financial Statements of BCP Media, Inc. for the years ended December 31, 2021 and 2020; and (ii) Unaudited Financial Statements of BCP Media, Inc. for the Six Months ended June 30, 2022 and 2021 are attached hereto as Exhibit 99.2 and incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma financial statements and explanatory notes relating to the Company’s acquisitions of SEO Butler Limited and BCP Media, Inc. are attached hereto as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits.
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| Cover Page Interactive Data File (formatted as Inline XBRL) |
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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: December 29, 2022 | By: | /s/ Dominic Wells |
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| Dominic Wells, |
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| Chief Executive Officer |
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