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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 30, 2026
OFA
GROUP
|
| (Exact
name of registrant as specified in its charter) |
| Cayman
Islands |
|
001-42592 |
|
Not
Applicable 00-0000000 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
609
Deep Valley Drive, Suite 200
Rolling
Hills, CA |
|
90274 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code:
(800)
418-5160
Not
applicable |
| (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 |
| Class A ordinary shares,
par value $0.01 per share |
|
OFAL |
|
The Nasdaq Stock Market
LLC |
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.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Departure
of Ernest Yeung as the Company’s Chief Financial Officer
On
October 1, 2026, the Board of Directors (the “Board”) of OFA Group (the “Company”) accepted Ernest Yeung’s
resignation as the Chief Financial Officer of the Company, effective as of September 30, 2026. Mr. Yeung’s decision to resign is
for personal reasons.
Appointment
of Eugene M. Johnston as the Company’s Chief Financial Officer
On
October 1, 2026, the Board approved the appointment of Eugene M. Johnston as the Chief Financial Officer of the Company, effective immediately.
Eugene
M. “Gene” Johnston, age 62, has been serving as the Chief Financial Officer of 1776 Acquisition Corp, a special purpose
acquisition company, since November 2025. Since October 2022, he has been serving as the Chief Financial Officer of Mangoceuticals, Inc.
(Nasdaq: MGRX), a men’s health and wellness telemedicine company, where he built the accounting function and led the company through
its initial public offering on the Nasdaq Capital Market in March 2023. From February 2017 to September 2026, he served as a Manager
at L&L CPAs, PA and from February 2017 to September 2026, as Audit Manager at Greentree Financial Group, Inc., a financial advisory
and consulting firm that provides consulting services, where Mr. Johnston focused on PCAOB audits, internal controls, and financial reporting
for SEC-reporting companies. From January 2005 to February 2017, he was the owner of Johnston Consulting Group, a consulting company
advising companies on the transition to public ownership, and from August 1999 to February 2017, he served as Chief Executive Officer
and Chief Financial Officer of Peoplesway.com, Inc. a skincare and nutritional products company. Mr. Johnston holds a B.S. in Business
Management from the University of North Carolina at Charlotte.
The
Company has entered into an Executive Employment Agreement, dated September 30, 2026 and effective October 1, 2026 (the “CFO Agreement”)
with Mr. Eugene M. Johnston. With an initial term of two years from October 1, 2026, the CFO Agreement’s term is extendable for
one-year upon mutual consents of the parties. The CFO Agreement provides an annual base salary of $150,000 (the “Base Salary”)
and beginning with the fiscal year ending March 31, 2027, at the discretion of the Compensation Committee of the Board (the “Compensation
Committee”), Mr. Johnston shall be eligible to receive an annual cash bonus (in an amount ranging from zero percent (0%) to twenty
percent (20%) of the Base Salary actually paid to Mr. Johnston for such fiscal year. In addition, Mr. Johnston shall receive an initial
equity grant of an option to purchase 60,000 Class A ordinary shares of the Company, along with eligibility for an annual option to purchase
up to 50,000 Class A ordinary shares at the discretion of the Compensation Committee. Mr. Johnston is also entitled to all employee benefit
plans, programs, and arrangements that are generally made available to senior executives of the Company and reimbursement of business
related expenses. The CFO Agreement may be terminated by Company for cause immediately or by Mr. Johnston for good reason with 30 days
written notice or by either party without cause with 30 days written notice. The CFO Agreement also provides for severance benefits under
stated conditions, and contains customary provisions, including confidentiality, intellectual property, and non-solicit provisions.
The
foregoing description of the CFO Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the CFO Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Other
than disclosed above, there are no arrangements or understanding between the Company and Mr. Johnston pursuant to which Mr. Johnston
was appointed and there is no family relationship between or among any director or executive officer of the Company or Mr. Johnston.
There are no transactions, to which the Company is or was a participant and in which Mr. Johnston has a material interest subject to
disclosure under Item 404(a) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Executive Employment Agreement, dated September 30, 2026, between OFA Group and Eugene M. Johnston |
| 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.
| Dated: October 5, 2026 |
OFA GROUP |
| |
|
|
| |
By: |
/s/ Li Hsien
Wong |
| |
Name: |
Li Hsien Wong |
| |
Title: |
Chief Executive Officer |
