OFA Group SEC Filings

OFA Group reports that it has received a notice from Nasdaq stating that the closing bid price of its Class A ordinary shares has stayed below $1.00 for 30 consecutive business days, which does not meet Nasdaq Listing Rule 5550(a)(2) for minimum bid price. The shares will continue to trade on The Nasdaq Capital Market under the symbol "OFAL" and are not being immediately delisted.

The company has a 180‑day compliance period, until June 9, 2026, to regain compliance. If the closing bid price is at least $1.00 for at least ten consecutive business days during this period, Nasdaq will confirm compliance and close the matter. If compliance is not regained by that date, OFA Group may qualify for an additional 180‑day grace period if it meets other Nasdaq Capital Market listing standards and indicates how it plans to cure the deficiency, including potentially using a reverse stock split.

OFA Group reports that shareholders approved several major changes at an extraordinary general meeting. They increased authorized share capital from 50,000,000 ordinary shares to 320,000,000 shares of par value US$0.001 each, and adopted a new structure with 100,000,000 Class A ordinary shares, 20,000,000 high-vote Class B ordinary shares and 200,000,000 undesignated shares. The 14,223,611 existing ordinary shares were reclassified as Class A ordinary shares.

Shareholders also approved issuing 20,000,000 Class B ordinary shares at par to FNHK Inc., CP COWORK LIMITED and R-OPUS Inc. for total consideration of US$20,000. They authorized a private placement facility of up to 50,000 Series A convertible preferred shares with aggregate stated value of up to US$50,000,000, to be subscribed for up to US$18,000,000 by Greentree Financial Group, Inc. and up to US$32,000,000 by TriCore Foundation, LLC. In addition, the company adopted a new memorandum and articles of association and approved establishing a digital asset treasury.

OFA Group filed a Form 6-K providing the notice and proxy materials for its extraordinary general meeting of shareholders scheduled for November 24, 2025 at 2:00 p.m., Pacific Time.

The filing includes exhibits with the meeting notice and proxy documents: 99.1 (Notice of Extraordinary General Meeting), 99.2 (Form of Proxy), and 99.3 (Form of Proxy Card).

OFA Group entered a Securities Purchase Agreement to issue and sell up to $50,000,000 in stated value of Series A Convertible Preferred Shares, subject to shareholder approval of a charter amendment and the issuance. The structure permits multiple closings: an Initial Closing for $1,500,000 stated value for $1,350,000 gross proceeds (10% original issue discount) and a Second Closing for $500,000 stated value for $450,000 gross proceeds, contingent on shareholder approval. Additional Closings allow up to $44,000,000 stated value for $39,600,000 gross proceeds, subject to conditions.

The Series A carries a 12% annual dividend payable in cash or shares (rising to 15% upon certain Triggering Events), senior ranking, and conversion at 110% of the “Conversion Price,” defined as the lesser of a fixed $1.00 price and 90% of the lowest VWAP during the measuring period, subject to an initial Floor Price of $0.20. Conversions are limited by a 4.99% beneficial ownership cap (adjustable to 9.99%) and an exchange cap restricting issuance above 20% of pre-transaction outstanding shares until shareholder approval. Registration rights require filing to register the resale of initially 35,000,000 ordinary shares.

An affiliated investor participated on identical terms; the independent Audit Committee approved the transaction as fair and in shareholders’ best interests.

OFA Group reported that it signed a binding Letter of Intent with Next Investment LLC to form a joint venture to develop, design, construct, finance and operate a senior care facility in Indiana. Under the LOI, OFA Group will own 60% of the joint venture and Next will own 40%, with a three‑member board where OFA Group appoints two managers and Next appoints one. Next will contribute a specified property in Alexandrew, Indiana to the venture, while OFA Group will handle design, construction management and financing, and profits will be shared according to ownership stakes.

Within ten business days of the LOI, OFA Group will place $100,000 in an independent escrow account until the property is development ready and permits for construction are obtained. OFA Group has 60 calendar days from signing to complete due diligence on the property, with related costs shared equally with Next. The LOI is intended to remain in effect for 120 days from execution, with a possible extension, while the parties work toward definitive agreements, and the company has issued a press release announcing the arrangement.

The Schedule 13G discloses that R-OPUS Inc. and director Weiyi Yu (the Reporting Persons) may be deemed to beneficially own 4,412,222 ordinary shares of OFA Group, equal to 31.69% of the issued and outstanding ordinary shares on July 31, 2025 per the issuer's Form 20-F. R-OPUS is listed as the record holder of the shares.

The filing sets out how voting and disposition powers are allocated: R-OPUS holds the recorded sole voting and sole dispositive powers over the 4,412,222 shares, while Weiyi Yu is reported to exercise shared voting and shared dispositive power over those same shares through R-OPUS. A joint filing agreement is included as an exhibit.

FNHK Inc. and Larry Wong together report beneficial ownership of 1,649,445 ordinary shares of OFA Group, equal to 11.85% of the outstanding ordinary shares as calculated from the issuer's Form 20-F. FNHK Inc., a California corporation, is the record holder of these ordinary shares (par value $0.001) and is reported to hold sole voting and sole dispositive power over the 1,649,445 shares.

Li Hsien "Larry" Wong, the issuer's Chief Executive Officer and a director, is President of FNHK Inc. and is reported to share voting and dispositive power with respect to those same shares. The filing states this disclosure should not be construed as an admission of beneficial ownership for Section 13(d) or 13(g) purposes.

Schedule 13G disclosure: CP Cowork Limited and Keith Chong report beneficial ownership of 1,649,444 ordinary shares of OFA Group as of June 30, 2025. Those shares represent 11.85% of the company's outstanding ordinary shares based on shares outstanding as of July 31, 2025, per the issuer's Annual Report on Form 20-F. CP Cowork Limited is the record holder and is reported to have sole voting and dispositive power over the shares; Keith Chong, the issuer's Chief Technology Officer and a director, is reported to have shared voting and dispositive power over the same block. A Joint Filing Agreement is included as an exhibit, and CP Cowork is organized in Hong Kong.