OFA Group (NASDAQ: OFAL) granted 180-day extension to meet $1.00 bid rule
Rhea-AI Filing Summary
OFA Group received an additional 180-day period from Nasdaq, through December 7, 2026, to regain compliance with the $1.00 minimum bid price requirement for its Class A ordinary shares. The shares remain listed on the Nasdaq Capital Market under the symbol OFAL.
The company must achieve a closing bid of at least $1.00 for 10 consecutive business days within this period or risk delisting, subject to appeal. OFA Group is monitoring its share price and may implement a reverse stock split, if necessary, to restore compliance.
Positive
- None.
Negative
- OFA Group faces ongoing Nasdaq bid-price deficiency risk, with potential delisting if its Class A ordinary shares do not reach at least $1.00 for 10 consecutive business days by December 7, 2026, despite currently meeting all other continued listing standards.
Insights
Nasdaq gives OFA more time, but delisting risk persists.
OFA Group has secured a second 180-day compliance window, until December 7, 2026, to restore its share price to Nasdaq’s $1.00 minimum bid under Listing Rule 5550(a)(2). Its shares continue trading on the Nasdaq Capital Market under the symbol OFAL.
This extension reflects that OFA currently meets all other Nasdaq initial listing standards, including the market value of publicly held shares, with bid price as the sole deficiency. The company has notified Nasdaq it may use a reverse stock split to cure the shortfall, if needed.
If OFA fails to achieve a closing bid of at least $1.00 for 10 consecutive business days by December 7, 2026, Nasdaq staff may initiate delisting, which the company could appeal to a hearings panel. The outcome would depend on future share-price performance and any corporate actions implemented.
8-K Event Classification
Key Figures
Key Terms
Nasdaq Listing Rule 5550(a)(2) regulatory
minimum bid price requirement financial
reverse stock split financial
Nasdaq Capital Market market
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported 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, which were reclassified as Class A ordinary shares, $0.001 par value, on November 24, 2025 (“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). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days, or until June 9, 2026 (the “Initial Compliance Date”), to regain compliance with the minimum bid price requirement by having shares of the Company’s Ordinary Shares maintain a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days before the Initial Compliance Date.
On June 9, 2026, the Company received a letter from the Staff (the “Letter”) notifying the Company that the Company is eligible for an additional 180-day period (the “Second Compliance Period”), or until December 7, 2026 (the “Compliance Date”), to regain compliance, based on the Staff’s determination of the Company meeting the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the minimum bid price requirement, and the Company’s written notice to Nasdaq of its intention to cure the deficiency during the Second Compliance Period, by effecting a reverse stock split, if necessary. The Letter has no immediate impact on the listing of the Company’s Ordinary Shares on Nasdaq. If at any time during the Second Compliance Period the closing bid price of the Company’s Ordinary Shares is at least $1.00 per share for a minimum of 10 consecutive business days (which may be extended to be a period of up to 20 consecutive business days in the discretion of the Staff), Nasdaq will provide the Company with written confirmation of compliance.
If the Company does not regain compliance by the Compliance Date, the Staff will provide written notification that the Company’s Ordinary Shares is subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by Nasdaq to the panel, such appeal would be successful.
The Company intends to actively monitor the closing bid price of its Ordinary Shares between now and the Compliance Date and, as appropriate, will evaluate available options to resolve the deficiency and regain compliance with the minimum bid price requirement.
Item 8.01 Other Events.
On June 12, 2026, the Company issued a press release announcing Letter. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 7.01.
The information furnished under this Item 8.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and other securities law. Forward-looking statements are statements that are not historical facts. Words and phrases such as “anticipated,” “forward,” “will,” “would,” “could,” “may,” “intend,” “remain,” “potential,” “prepare,” “expected,” “believe,” “plan,” “seek,” “continue,” “estimate,” “and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to: the Company’s ability to cure any deficiencies in compliance with the minimum bid price requirement, or other Nasdaq listing rules, or maintain compliance with other Nasdaq listing rules; the Company’s intent to implement a reverse stock split to regain compliance with the minimum bid price requirement; and whether any such reverse stock split will actually allow the Company to meet the minimum bid price requirement. These forward-looking statements are subject to a number of risks; and those risks and uncertainties identified in the “Risk Factors” sections of the Company’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release, dated June 12, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| Date: June 12, 2026 | OFA Group | |
| By: | /s/ Li Hsien Wong | |
| Name: | Li Hsien Wong | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
OFA Group Receives Additional 180-Day Nasdaq Compliance Period; Nasdaq Confirms Company Remains Compliant with All Continued Listing Standards Other Than the Minimum Bid Price Requirement
Torrance, California — June 12, 2026 — OFA Group (Nasdaq: OFAL) (“OFA” or the “Company”) today announced that it has received notice from the Nasdaq Listing Qualifications Department granting the Company an additional 180-calendar-day period, through December 7, 2026, to regain compliance with the minimum $1.00 bid price per share requirement under Nasdaq Listing Rule 5550(a)(2).
Nasdaq’s determination to grant the second compliance period was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the bid price requirement being the sole exception, and the Company’s written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
As previously disclosed, on December 11, 2025, the Company was notified that the closing bid price of its Class A ordinary shares had been below $1.00 per share for 30 consecutive business days, and was provided an initial 180-day compliance period that expired on June 9, 2026.
To regain compliance, the closing bid price of the Company’s Class A ordinary shares must be at least $1.00 per share for a minimum of 10 consecutive business days at any time before December 7, 2026.
The notification has no immediate effect on the listing or trading of the Company’s Class A ordinary shares, which continue to trade on the Nasdaq Capital Market under the symbol “OFAL.” The Company intends to monitor the bid price of its shares and will take the actions necessary to regain compliance within the second compliance period.
About OFA Group
OFA Group (Nasdaq: OFAL) is an integrated architecture and technology company operating across architectural design, design technology, and real-world asset tokenization Headquartered in Los Angeles, the Company operates across North America, Europe, and Asia, and focuses on developing scalable technology solutions at the intersection of the built environment and financial innovation.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s intention to regain compliance with Nasdaq’s minimum bid price requirement and the potential implementation of a reverse stock split. These statements involve risks and uncertainties, and actual results may differ materially from those expressed or implied by such statements. Important factors that could cause actual results to differ materially include, among others, those described under “Risk Factors” and elsewhere in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its most recent annual report and subsequent filings, which are available on the SEC’s website at www.sec.gov. There can be no assurance that the Company will regain compliance with the minimum bid price requirement or maintain compliance with other Nasdaq listing requirements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statement except as required by law.
Contact
Investor Relations
OFA Group
Email: info@ofagroup.com
Website: www.ofagroup.com