Recent Updates — OFAL
OFA Group entered into an Omnibus Amendment, Reallocation and Joinder Agreement with Greentree Financial Group, TriCore Foundation, and L&H Inc., reallocating 1,000 Series A Preferred Shares ($900,000 purchase price) from Greentree to L&H. The company also adopted a Floor Price Amendment reducing the conversion floor price of its Series A Convertible Preferred Shares from $2.00 to $0.20 per Class A ordinary share, increasing potential dilution. Additionally, L&H agreed to purchase 300 Series A Preferred Shares ($270,000) under a Waiver Agreement. These amendments become effective upon Nasdaq notification and expiration of the waiting period, or terminate if not effective by November 30, 2026. OFA Group operates in the financial services sector.
The Board of Directors accepted the resignation of Ernest Yeung as Chief Financial Officer, effective September 30, 2026, citing personal reasons. The company simultaneously appointed Eugene M. Johnston as the new CFO, effective October 1, 2026. Mr. Johnston brings prior experience as CFO for Mangoceuticals, Inc., where he led the company through its Nasdaq IPO in March 2023. His employment agreement includes a $150,000 annual base salary, performance-based bonuses up to 20% of base pay, and an initial equity grant of options to purchase 60,000 shares. OFA Group operates as a financial services firm.
OFA Group announced a 1-for-10 reverse stock split of its Class A ordinary shares, effective July 31, 2026, to support its continued listing on the Nasdaq Capital Market. The consolidation will reduce the number of outstanding Class A ordinary shares from 26,370,521 to approximately 2,637,052. OFA Group provides architectural design, fit-out services, and AI-driven software solutions for the Architecture, Engineering and Construction industry.
OFA Group completed an additional closing under a Securities Purchase Agreement with TriCore Foundation, LLC, issuing 356 Series A Preferred Shares for an aggregate purchase price of $320,400. TriCore is a related party of the Company. The issuance was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act. OFA Group operates in the financial services industry and provides investment management services.
OFA Group received a letter from Nasdaq Staff on June 9, 2026, granting an additional 180-day compliance period to resolve a minimum bid price deficiency. The company previously failed to maintain a $1.00 closing bid price for 30 consecutive business days, missing its initial June 9, 2026, deadline. The new compliance deadline is December 7, 2026. To regain compliance, the company may implement a reverse stock split if necessary. The company intends to monitor share prices and evaluate options to meet Nasdaq listing requirements. OFA Group is a company that trades Class A ordinary shares on the Nasdaq.