OFA Group filed a Form 8-K on October 29, 2026, disclosing agreements dated October 22, 2026, including a floor price reduction on its Series A Convertible Preferred Shares and the addition of L&H Inc. as a direct purchaser under its existing Securities Purchase Agreement.

Key Highlights

  • Floor price cut: The conversion floor price on the Series A Convertible Preferred Shares was reduced from $2.00 to $0.20 per Class A Ordinary Share, increasing the number of shares issuable upon conversion.
  • New purchaser added: L&H Inc. was joined to the Securities Purchase Agreement via an Omnibus Amendment, with 1,000 Series A Preferred Shares ($900,000 purchase price) reallocated to it from Greentree's unfunded allocation.
  • L&H closing: L&H agreed to purchase 300 Series A Preferred Shares at a stated value of $300,000 for $270,000, which L&H has already paid.
  • Prior unregistered sales disclosed: On July 30, 2026, 262 Series A Preferred Shares were sold to TriCore for $235,800; on August 3, 2026, 111 shares were sold to Greentree for $99,900.
  • Effectiveness deadline: The Omnibus Amendment and Floor Price Amendment will terminate if the Effective Time does not occur by November 30, 2026.
  • Related-party note: According to the filing, TriCore is an affiliate of the Company controlled by Li Hsien "Larry" Wong, the Company's Chief Executive Officer and a director.

OFA Group Amends Preferred Share Terms and Expands Investor Base in October 2026 Agreements

According to the Form 8-K filed with the SEC on October 29, 2026, OFA Group (NASDAQ:OFAL) entered into three agreements on October 22, 2026, each modifying or extending its existing Series A Convertible Preferred Share facility. The original Securities Purchase Agreement, dated October 29, 2025, provides for the sale of up to 50,000 Series A Preferred Shares with an aggregate stated value of up to $50,000,000, at a purchase price of $900 per share, to Greentree Financial Group, Inc. and TriCore Foundation, LLC.

The Omnibus Amendment, Reallocation and Joinder Agreement adds L&H Inc. as a direct purchaser by reallocating 1,000 Series A Preferred Shares from Greentree's unfunded allocation. The filing states that after the reallocation and before the L&H closing, unused Additional Closing allocations stand at 15,089 Series A Preferred Shares for Greentree, 28,382 for TriCore, and 1,000 for L&H. The aggregate facility, the purchase price, and TriCore's allocation are described as unchanged. Separately, the Floor Price Amendment, adopted by the board of directors with required holder consent, reduces the conversion floor price from $2.00 to $0.20 per Class A Ordinary Share. The filing notes this reduction increases the number of Class A Ordinary Shares issuable upon conversion. The floor price remains subject to automatic reduction on each seven-month anniversary of October 29, 2025, with the next adjustment date identified as December 29, 2026.

Under the L&H Waiver Agreement, L&H purchased 300 Series A Preferred Shares at a stated value of $300,000 for $270,000, which the filing states L&H has already paid. The Company must issue the shares within two business days after the later of the Effective Time and the expiration of the Nasdaq notification waiting period, and must refund the purchase price if the Effective Time does not occur by November 30, 2026. The filing also discloses that all Series A Preferred Share sales were made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, with no general solicitation and no underwriting discounts or commissions paid.

What Was Disclosed

OFA Group disclosed three agreements dated October 22, 2026, reducing the Series A Preferred Share conversion floor price from $2.00 to $0.20, adding L&H Inc. as a purchaser, completing a $270,000 sale of 300 preferred shares to L&H, and reporting two prior unregistered sales to TriCore and Greentree in July and August 2026.