OFA Group (NASDAQ: OFAL) gets Nasdaq notice on sub-$1.00 bid price

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency: OFA Group’s Class A ordinary shares traded below $1.00 for 30 consecutive business days, triggering a Nasdaq non‑compliance notice and starting a 180‑day cure period ending June 9, 2026.

Insights

Equity market listing specialist

Nasdaq bid-price deficiency puts OFAL’s listing status at risk if not cured.

OFA Group has fallen out of compliance with Nasdaq’s minimum bid price rule because its Class A ordinary shares closed below $1.00 for 30 consecutive business days. This triggers a formal deficiency notice but does not cause immediate delisting, and trading on The Nasdaq Capital Market under the symbol "OFAL" continues.

The company has 180 calendar days, until June 9, 2026, to bring the closing bid back to at least $1.00 for a minimum of ten consecutive business days. If it succeeds, Nasdaq will issue written confirmation that the company is back in compliance and the issue will be closed, so the main execution risk is sustaining that threshold over the required trading days.

If compliance is not achieved by June 9, 2026, OFA Group may still obtain a second 180‑day grace period, but only if it meets all other initial listing standards for The Nasdaq Capital Market, including the market value of publicly held shares, and formally states its plan to cure the deficiency, which may include a reverse stock split. The actual outcome will depend on future share price performance and any corporate actions the company chooses to pursue.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number: 001-42592

OFA GROUP

(Translation of registrant’s name into English)

609 Deep Valley Drive, Suite 200

Rolling Hills, CA 90274

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On December 11, 2025, OFA Group (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price per share for its ordinary shares, $0.001 par value (“Ordinary Shares”) was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq notification letter does not result in the immediate delisting of the Company’s Ordinary Shares, and the shares will continue to trade uninterrupted under the symbol “OFAL.”

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (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 ten (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 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.”

On December 17, 2025, the Company issued a press release entitled “OFA Group Receives Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency.” A copy of the please release is filed as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			OFA Group
Date:	December 17, 2025		By:	/s/ Li Hsien Wong
			Name:	Li Hsien Wong
			Title:	Chief Executive Officer

FAQ

What Nasdaq issue did OFA Group (OFAL) disclose in this Form 6-K?

OFA Group disclosed that Nasdaq notified the company its Class A ordinary shares failed to meet the minimum bid price requirement of $1.00 per share for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2).

Is OFA Group (OFAL) being immediately delisted from Nasdaq?

No. The notification letter does not result in the immediate delisting of OFA Group’s Class A ordinary shares, and they will continue to trade on The Nasdaq Capital Market under the symbol "OFAL".

How long does OFA Group have to regain Nasdaq minimum bid price compliance?

OFA Group has a 180‑day compliance period, until June 9, 2026, to regain compliance by having a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days.

Can OFA Group receive more time beyond June 9, 2026 to fix the Nasdaq bid price issue?

The company may be eligible for an additional 180‑day grace period if, by June 9, 2026, it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except the bid price requirement, and provides written notice of its intention to cure the deficiency.

What options did OFA Group mention to cure the Nasdaq bid price deficiency?

OFA Group stated that, to cure the deficiency during a potential second compliance period, it may take actions including effecting a reverse stock split, if necessary, as part of its plan to restore compliance.

When did OFA Group’s ordinary shares start trading as Class A ordinary shares on Nasdaq?

The company reported that its ordinary shares have been redesignated as Class A ordinary shares and commenced trading on Nasdaq as Class A ordinary shares under the symbol "OFAL" on December 17, 2025.

Did OFA Group issue a press release about the Nasdaq minimum bid price notice?

Yes. On December 17, 2025, OFA Group issued a press release titled “OFA Group Receives Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency,” which is filed as Exhibit 99.1 and incorporated by reference.