OFA Group filed a Current Report on Form 8-K on October 25, 2026, disclosing an amendment to the terms of its Series A Convertible Preferred Shares. The filing details a reduction of the floor price applicable to the conversion price of these shares.
The Company’s board of directors adopted an amendment to the Certificate of Designations with the written consent of the holders of Series A Preferred Shares. This amendment reduces the floor price from $2.00 per Class A ordinary share to $0.20 per share. The Class A ordinary shares have a par value of $0.01 per share.
The reduction of the floor price is intended to increase the number of Class A ordinary shares issuable upon conversion of the Series A Preferred Shares. The floor price reduction is subject to an automatic reduction on each seven-month anniversary of October 29, 2025. The next automatic reduction is scheduled for December 29, 2026. The floor price is also subject to proportionate adjustment for share splits and combinations.
In addition to the floor price amendment, the Company entered into an Omnibus Amendment, Reallocation and Joinder Agreement with Greentree Financial Group, Inc., TriCore Foundation, LLC, and L&H Inc. This agreement reallocated 1,000 Series A Preferred Shares ($1,000,000 of stated value) from Greentree’s allocation to L&H Inc., making L&H a direct purchaser. The filing also details a Waiver Agreement with L&H Inc., under which L&H purchased 300 Series A Preferred Shares for $270,000, which has been paid.
The Omnibus Amendment and the Floor Price Amendment are set to become effective together upon the satisfaction of specified conditions, including the Company’s notification to Nasdaq and the expiration of a related waiting period. If the effective time does not occur by November 30, 2026, both agreements will terminate.
