Every 8-K that OFA Group (OFAL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow OFAL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full OFAL filings page.
OFA Group appointed Yan Xu as an independent director effective August 7, 2026. He will serve an initial term of one year, with potential renewal upon mutual agreement. The Board determined that he qualifies as an independent director and appointed him to the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
Yan Xu, age 39, has more than 15 years of experience in traditional finance, digital assets, investment management, and legal and financial analysis. He founded Vega Ventures, a cryptocurrency-focused investment firm, in 2017. The company states there are no related-party arrangements, family relationships, or material related-party transactions involving Yan Xu that require disclosure.
OFA Group is implementing a 1-for-10 consolidation of its Class A ordinary shares, effective at 12:01 a.m. Eastern Time on July 31, 2026, to support continued listing on the Nasdaq Capital Market. The Class A shares will begin trading on a split-adjusted basis that day under the symbol OFAL with new CUSIP G6713S114.
At the effective time, every ten issued Class A ordinary shares will automatically be consolidated into one Class A ordinary share, reducing issued and outstanding Class A shares from 26,370,521 to approximately 2,637,052, with no fractional shares issued and any fraction rounded down. Class B ordinary shares are not affected. Shareholders approved the consolidation at an extraordinary general meeting on May 21, 2026, and the company will make proportionate adjustments to outstanding options, warrants, convertible securities and equity incentive plan reserves.
OFA Group reported an unregistered sale of equity to a related party. On June 17, 2026, the company completed an additional closing under a prior Securities Purchase Agreement with TriCore Foundation, LLC, issuing 356 Series A Convertible Preferred Shares for a total purchase price of $320,400.
The newly issued Series A Preferred Shares have an aggregate stated value of $356,000. No Class A ordinary shares, conversion shares, dividend shares, or conversions of preferred shares occurred in this closing. The transaction relied on the private‑offering exemption under Section 4(a)(2) of the Securities Act, based on TriCore’s accredited investor representations.
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.
OFA Group amended its conditional waiver with Atsion Opportunity Fund so any unpaid portion of a $1,000,000 commitment fee can convert into Class A ordinary shares if the company defaults on the payment schedule. The unpaid balance would convert at the volume-weighted average price before the share transfer date, capped at 3,000,000 shares. The potential issuance of these "Default Shares" is described as exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
OFA Group held a 2026 Extraordinary General Meeting of Shareholders where investors approved the OFA Group 2026 Equity Incentive Plan. The Board adopted the plan on May 8, 2026, and it became effective upon this shareholder approval.
As of the April 16, 2026 record date, 26,266,846 Class A ordinary shares and 20,000,000 Class B ordinary shares were outstanding, each Class A share carrying one vote and each Class B share carrying 25 votes. Three proposals received strong shareholder support, with each item drawing more than 517 million votes in favor.
OFA Group entered a Real World Asset Tokenization Service Agreement to provide blockchain-based tokenization infrastructure for a residential development project in Vero Beach, Florida. The Company will earn a platform technology fee of $7.5 million, paid in two milestone-based installments of $3.75 million each, and has already received the first installment. The fee is compensation solely for technology and tokenization infrastructure services and is not tied to the success of any capital raising or token sale. Tokens are intended to represent interests in a special purpose vehicle designated by the client, and the client remains solely responsible for all securities law compliance and investor-related activities. OFA’s role is strictly limited to non-custodial technology and infrastructure through its Hearth RWA platform, supporting further commercialization of its blockchain-based real estate tokenization capabilities.
OFA Group, Inc. filed an amended report to replace a previously filed contract with the correct Real World Asset Tokenization Service Agreement for a mixed-use real estate project in Long Island City, New York.
Through its Hearth RWA tokenization platform, the company will provide blockchain-based tokenization infrastructure, including designing digital tokens tied to a special purpose vehicle, developing smart contracts, and building digital asset registry and compliance features. The Agreement entitles OFA Group to a platform technology fee of $15,000,000, paid in two equal milestone-based installments as initial architecture is delivered and as smart contracts, platform infrastructure, token issuance setup, and full integration are initiated. The fee is solely for technology and infrastructure services and is not contingent on any capital raising or token sale. The Agreement clarifies that OFA Group will not act as an issuer, broker-dealer, placement agent, investment adviser, exchange operator, or fundraising intermediary, while the client remains responsible for securities law and investor-related matters.
OFA Group reported board changes and a new director compensation arrangement. On April 2, 2026, the board accepted the immediate resignation of director and audit committee member Won Ping Cheng, noting his decision was not due to any disagreement with the company or its management.
On the same date, the board appointed Erwin Baquiran Pineda as an independent director for an initial two‑year term and named him to the audit, compensation, and nominating and corporate governance committees. Under an independent director agreement, he will receive $20,000 in annual cash fees and annual grants of 30,000 restricted ordinary shares, prorated for 2026 and vesting in quarterly installments, subject to continued service.
OFA Group entered a Material Definitive Agreement under which its subsidiary, Office for Fine Architecture Limited, acquired a 50% undivided co-ownership interest in the QIKBIM intellectual property from Alan To AI Consultancy Co. Limited for a total purchase price of $17,500,000.
Past payments of $11,994,800 are credited toward this price, with a final installment of $2,998,700 and supplemental consideration of $2,506,500 due on or before December 31, 2026, some of which will be funded via an $880,000 escrow deposit. Any late amounts accrue interest at 3% per year.
Although ownership is split 50/50, OFA’s subsidiary has sole authority over key operational and commercial decisions for the QIKBIM business, while net monetization proceeds are generally shared equally after recovery of certain development costs. The seller will provide technical and transition support for 24 months.
OFA Group, Inc. entered into a Real World Asset tokenization service agreement with MD Queens Development LLC for a Long Island City mixed-use project, entitling the company to a $15,000,000 platform technology fee. The fee is milestone-based, with 50% due at agreement execution and initial platform delivery and 50% at deployment of smart contracts and full integration. A related press release notes the project’s estimated stabilized value is about $1 billion and confirms OFA has already received the first payment, giving near-term revenue visibility. OFA’s role is limited to blockchain-based technology and tokenization infrastructure, while the client remains solely responsible for securities law compliance and investor-related activities.