OFA Group Receives Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency

Rhea-AI Summary

OFA Group (NASDAQ: OFAL) received a Nasdaq notification dated December 11, 2025 for noncompliance with the minimum bid price rule after its closing bid fell below $1.00 for 30 consecutive business days (Oct 28–Dec 10, 2025). The letter has no immediate effect and trading will continue under ticker OFAL. The company has a 180-calendar-day Compliance Period ending June 9, 2026 to regain compliance by achieving a $1.00 closing bid for 10 consecutive business days. If not cured, OFA may seek an additional 180-day period by meeting market value and other listing standards and notifying Nasdaq, potentially via a reverse stock split. Ordinary shares were redesignated as Class A and began trading as such on Dec 17, 2025.

Positive

• Trading will continue uninterrupted on NASDAQ
• Compliance period extends 180 days until June 9, 2026
• Ordinary shares redesignated and began trading as Class A on Dec 17, 2025

Negative

• Closing bid below $1.00 for 30 consecutive business days (Oct 28–Dec 10, 2025)
• Risk of delisting if compliance not regained by June 9, 2026
• May require a reverse stock split to cure bid-price deficiency

Key Figures

Minimum bid price $1.00 per share Nasdaq Listing Rule 5550(a)(2) requirement for continued listing

Deficiency period length 30 consecutive business days Closing bid below $1.00 from Oct 28, 2025 to Dec 10, 2025

Compliance period 180 calendar days Initial window to regain bid-price compliance ending June 9, 2026

Additional grace period 180 calendar days Potential second compliance period if eligibility criteria are met

Compliance trading requirement 10 consecutive business days Bid must be at least $1.00 to regain compliance

Par value $0.001 Par value of OFA Group ordinary/Class A ordinary shares

Current price $0.63 Pre-notification close vs. $1.00 Nasdaq minimum bid requirement

52-week high vs low $9.79 high / $0.5999 low Current price is near the 52-week low and far below the high

Market Reality Check

$0.6300 Last Close

Volume Volume 69,110 vs 20-day average 84,527 (relative volume 0.82x) indicates no outsized trading spike ahead of this notice. normal

Technical Price $0.63 is trading below the 200-day MA of $1.61, reflecting a weak longer-term trend before the deficiency news.

Peers on Argus

OFA Group fell 12.46% while key peers were mixed: FGL +3.59%, ZDAI +6.05%, MSW -7.63%, MAGH +9.03%, FBGL +9.69%. This pattern points to stock-specific pressure rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 11	EGM approvals	Positive	-10.0%	Shareholders approved capital structure changes and digital asset initiatives.
Nov 20	Platform update	Positive	-2.0%	Confirmed Hearth RWA platform on schedule for full deployment.
Nov 13	Meeting reschedule	Neutral	-4.3%	Extraordinary general meeting rescheduled and agenda items expanded.
Nov 05	Founder financing	Neutral	+0.9%	Announced initial closing of up to $50M PIPE founder-backed financing.
Oct 23	Share repurchase	Positive	+6.3%	Board approved share repurchase program of up to $2M.

Pattern Detected

Recent news skewed positive or strategic has often seen weak or negative price reactions, suggesting a pattern of selling into announcements.

Recent Company History

Over the last few months, OFA Group has focused on capital structure changes and its digital-asset strategy. On Oct 23, 2025, a buyback of up to $2 million coincided with a 6.28% gain. A founder-backed financing of up to $50 million on Nov 5, 2025 saw only a modest 0.92% move. Subsequent updates on the Hearth RWA platform and shareholder approvals for major capital changes on Nov 24, 2025 were followed by declines. Today’s Nasdaq bid-price deficiency notice comes against this backdrop of strategic activity but fragile price response.

Market Pulse Summary

This announcement outlines OFA Group’s receipt of a Nasdaq notice for failing to meet the $1.00 minimum bid price over 30 consecutive business days and details an initial 180-day compliance window ending June 9, 2026. The company may receive a second 180-day period if it meets other listing standards and pursues remedies such as a reverse split. Against prior financings and capital-structure changes, key factors to watch include sustained trading above $1.00 and continued compliance with Nasdaq Capital Market requirements.

Key Terms

minimum bid price requirement regulatory

"not in compliance with the minimum bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2)"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

nasdaq capital market regulatory

"meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

reverse stock split financial

"including by effecting a reverse stock split, if necessary"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

class a ordinary shares regulatory

"Ordinary Shares have been redesignated as Class A ordinary shares and have commenced trading"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

par value financial

"the Company's ordinary shares, $0.001 par value ("Ordinary Shares")"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

AI-generated analysis. Not financial advice.

Los Angeles, CA, Dec. 17, 2025 (GLOBE NEWSWIRE) -- OFA Group ("OFA", the "Company", or "we") (NASDAQ: OFAL), today announced that the Company had received a notification letter (the "Notification Letter") dated December 11, 2025 from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq"), notifying the Company that it is currently not in compliance with the minimum bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2). It resulted from the fact that the closing bid price of the Company's ordinary shares, $0.001 par value ("Ordinary Shares") was below $1.00 per share for a period of 30 consecutive business days from October 28, 2025 to December 10, 2025.

This press release is issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification. The Notification Letter has no immediate effect on the listing of the Company's Ordinary Shares, which will continue to trade uninterrupted on Nasdaq under the ticker "OFAL".

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until June 9, 2026 (the "Compliance Period"), to regain compliance with Nasdaq's minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company's Ordinary Shares is at least $1.00 for a minimum of 10 consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.

In the event the Company does not regain compliance with the minimum bid price requirement by June 9, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary.

The Company’s Ordinary Shares have been redesignated as Class A ordinary shares and have commenced trading on Nasdaq on December 17, 2025 as Class A ordinary shares under the same symbol “OFAL.”

About OFA Group 

OFA Group, through its wholly owned operating subsidiary, Office for Fine Architecture Limited, provides comprehensive architectural services, including design and fit out services for commercial and residential buildings. The Company’s mission is to leverage its expertise in architectural design to maximize the potential of every property, ensuring that its unique attributes are highlighted and enhanced. At the forefront of architectural innovation, the Company is developing proprietary AI technologies that aims to enhance the Company’s architectural design services by integrating cutting-edge artificial intelligence with human expertise. The Company is committed to innovation, efficiency, and scalability at the intersection of architectural excellence and technological advancement.

Safe Harbor Statement

Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate other future acquisitions; ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting our profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in the Company's filings with the Securities and Exchange Commission ("SEC") from time to time. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.

Contact
OFA Group
Email: info@ofacorp.com
Website: www.ofacorp.com

FAQ

Why did OFA Group (NASDAQ: OFAL) receive a Nasdaq minimum bid price notification on December 11, 2025?

Nasdaq notified OFA because the closing bid price was below $1.00 for 30 consecutive business days from Oct 28 to Dec 10, 2025.

How long does OFA Group (OFAL) have to regain Nasdaq compliance after the December 11, 2025 letter?

The company has a 180-calendar-day compliance period ending on June 9, 2026 to regain the $1.00 bid-price standard.

What must OFA Group (OFAL) achieve to regain Nasdaq compliance during the 180-day period?

OFAL must reach a closing bid of at least $1.00 for a minimum of 10 consecutive business days to receive written confirmation of compliance.

What happens if OFA Group (OFAL) does not meet the $1.00 bid requirement by June 9, 2026?

The company may be eligible for an additional 180-day grace period if it meets market value and other listing standards and submits a written intention to cure the deficiency.

Could OFA Group (OFAL) use a reverse stock split to address the Nasdaq deficiency?

Yes. The company may effect a reverse stock split as part of measures to cure the bid-price deficiency if necessary.

Will OFA Group's shares stop trading after the Nasdaq notification received December 11, 2025?

No. The notification has no immediate effect and Ordinary Shares continue to trade uninterrupted on Nasdaq under OFAL.