OFA Group 8-K

What Happened
OFA Group (OFAL) filed an 8-K on June 23, 2026 reporting an additional closing under its October 29, 2025 Securities Purchase Agreement. On June 17, 2026 the company issued and sold 356 Series A Convertible Preferred Shares to TriCore Foundation, LLC (a related party) for $320,400. The issued shares have an aggregate stated value of $356,000. No Class A ordinary shares, conversion shares or dividend shares were issued and no conversion of Series A Preferred Shares occurred at this closing.

Key Details

• Issuance date: June 17, 2026; 8-K filed June 23, 2026.
• Shares sold: 356 Series A Convertible Preferred Shares.
• Purchase price: $320,400; aggregate stated value: $356,000.
• Buyer: TriCore Foundation, LLC (related party) — TriCore waived certain closing conditions.
• Transaction was a private placement relying on an exemption from registration under Section 4(a)(2) of the Securities Act; the company relied on TriCore’s representations about accredited status, investment intent, sophistication and ability to bear risk.
• The description references the previously filed Purchase Agreement and Certificate of Designations for full terms.

Why It Matters
This filing reports a private financing and related-party transaction that increases OFA Group’s outstanding Series A preferred shares. For investors, the key facts are the new preferred issuance amount, the related-party purchaser, and that no common shares or conversions were issued at this closing. These details affect the company’s capital structure and are material for assessing potential future conversion or dilution events and governance/related-party oversight.