OFA Group 8-K

What Happened

• OFA Group (ticker: OFAL) filed an 8-K reporting that Nasdaq notified the company on December 11, 2025 that its ordinary shares traded below the $1.00 minimum bid price for 30 consecutive business days, triggering a deficiency under Nasdaq Listing Rule 5550(a)(2). The shares were reclassified as Class A ordinary shares on November 24, 2025.
• The company originally had until June 9, 2026 to cure the deficiency. On June 9, 2026 Nasdaq’s Staff informed OFA Group it is eligible for an additional 180-calendar-day compliance period (the Second Compliance Period) through December 7, 2026, because the company otherwise meets Nasdaq’s listing standards except for the minimum bid price. The company issued a press release about the Letter on June 12, 2026.

Key Details

• Nasdaq found the closing bid was under $1.00 for 30 consecutive business days, violating Rule 5550(a)(2).
• Initial cure deadline: June 9, 2026; Second Compliance Period (extended): until December 7, 2026 (180 days).
• To regain compliance the closing bid must be ≥ $1.00 for at least 10 consecutive business days (Staff may require up to 20 consecutive business days).
• The company may effect a reverse stock split, if necessary; if it fails to regain compliance by December 7, 2026 Nasdaq will notify it of delisting and OFA may appeal (no assurance an appeal would succeed).

Why It Matters

• This is a material listing risk: failure to regain the $1.00 minimum bid price by the compliance date could lead to delisting from Nasdaq, which would likely reduce trading liquidity and could affect investor access and valuation.
• The extension means OFA has more time to cure the deficiency (through share price improvement or a corporate action such as a reverse split) and the listing remains unchanged for now. Investors should monitor the company’s share price, company announcements, and any corporate actions the board may take to address compliance.