OFA Group 6-K, filed Nov 5, 2025

OFA Group (OFAL)

6-K 2025-11-05 For: 2025-11-05

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Added on April 12, 2026

About this 6-K

OFA Group filed this 6-K on November 5, 2025.

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Exhibit No.		Description
99.1		Form Securities Purchase Agreement
99.2		Form Certificates of Designations
99.3		Form Registration Rights Agreement
99.4		Press Release, dated November 5, 2025

	OFA Group

Date: November 5, 2025	By:	/s/ Li Hsien Wong
		Li Hsien Wong
		Chief Executive Officer

1.	The Company shall, upon shareholder approval of an amendment to the Company’s Memorandum and Articles of Association, authorize a new series of convertible preferred stock of the Company, designated as Series A Convertible Preferred Stock, $0.0001 par value per share, the terms of which are set forth in the certificate of designations of preferences and rights for such series of preferred stock (the “Certificate of Designations”) in the form attached hereto as Exhibit A (the “Series A Preferred Shares”), which Series A Preferred Shares shall have a stated value of $1,000 per share and be convertible into shares of ordinary shares of the Company, $0.001 par value per share (“Ordinary Shares”) (such shares of Ordinary Shares issuable pursuant to the terms of the Certificate of Designations, including, without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance with the terms of the Certificate of Designations.

2.	The Buyers wish to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement and pursuant to one or more effective registrations statement under the Securities Act of 1933, as amended (the “1933 Act”), up to an aggregate of $50,000,000 stated value of the Company’s Series A Preferred Shares at multiple closings, in each case, on the terms of and subject to the conditions set forth in this Agreement.

3.	On or around the date of Initial Closing (as defined below), on the terms of and subject to the conditions set forth herein, the Buyers wish to purchase an aggregate of $1,500,000 stated value of Series A Preferred Shares, with each such Buyer to purchase such aggregate number of shares of Series A Preferred Shares set forth on the executed signature page of such Buyer under the heading “Initial Preferred Shares” (such amount, the “Buyer Initial Share Purchase Amount,” and such aggregate amount for all Buyers shall be referred to herein as the “Initial Preferred Shares”).

4.	Following the Initial Closing and on or around the date of the Second Closing (as defined below) and on the terms and subject to the conditions set forth in this Agreement, the Buyers wish to purchase an aggregate of $500,000 in stated value of the Series A Preferred Shares, with each such Buyer to purchase such aggregate number of shares of Series A Preferred Shares set forth on the executed signature page of each such Buyer under the heading “Second Preferred Shares” (such amount, the “Buyer Second Share Purchase Amount,” and such aggregate amount for all Buyers, the “Second Preferred Shares”).

5.	Following the Initial Closing and on or around the date of the Second Closing (as defined below), upon the effectiveness the Registration Statement (as defined below) and on the terms and subject to the conditions set forth in this Agreement, the Buyers wish to purchase an aggregate of $4,000,000 in stated value of the Series A Preferred Shares, with each such Buyer to purchase such aggregate number of shares of Series A Preferred Shares set forth on the executed signature page of each such Buyer under the heading “Second Preferred Shares” (such amount, the “Buyer Third Share Purchase Amount,” and such aggregate amount for all Buyers, the “Third Preferred Shares”).

6.	The Buyers further wish to purchase, on the terms of and subject to the conditions set forth in this Agreement, up to such aggregate number of shares of Series A Preferred Shares set forth on the executed signature page of each such Buyer under the heading “Additional Preferred Shares” (such amount, the “Buyer Additional Share Purchase Amount,” and together with the Buyer Initial Share Purchase Amount, the “Buyer Share Purchase Amount,” and such aggregate amount for all Buyers shall be referred to herein as the “Additional Preferred Shares” and, together with the Initial Preferred Shares, the Second Preferred Shares and the Third Preferred Shares, the “Preferred Shares”) at one or more closings after the Third Closing Date (as defined below), each such closing in an aggregate amount of up to $44,000,000 in stated value of Additional Preferred Shares.

7.	In connection with the transactions contemplated hereby, the Company and the Buyers will enter into a registration rights agreement in substantially the form attached hereto as Exhibit B (the “Registration Rights Agreement”), pursuant to which the Company shall agree to register the resale of the Conversion Shares and Dividend Shares (as defined below) under the 1933 Act, and the Company shall also deliver to its transfer agent an irrevocable transfer agent instruction letter in the form attached hereto as Exhibit C (the “Irrevocable Transfer Agent Instruction Letter”). This Agreement, together with the Registration Rights Agreement, the Irrevocable Transfer Agent Instruction Letter, and the Certificate of Designations, are collectively referred to herein as the “Transaction Documents.”

8.	The Preferred Shares are, under specific circumstances set forth in the Certificate of Designations, entitled to Dividends (as defined in the Certificate of Designations) and certain other amounts (the “Dividend Shares”).

9.	The Preferred Shares, the Conversion Shares and the Dividend Shares are collectively referred to herein as the “Securities.”

COMPANY:

OFA GROUP

Name:	Li Hsien “Larry” Wong
Title:	Chief Executive Officer

Date of Conversion:

Aggregate number of Preferred Shares to be converted:

Aggregate Stated Value of such Preferred Shares to be converted (subject to 110% multiplier):

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

Number of shares of Ordinary Shares to be issued:
Please issue the Ordinary Shares into which the applicable Preferred Shares are being converted to Holder, or for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the following name and to the following address:
Issue to:



☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

	●	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

	●	in the over-the-counter market;

	●	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

	●	through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	short sales made after the date the Registration Statement is declared effective by the SEC;

	●	broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share;

	●	a combination of any such methods of sale; and

	●	any other method permitted pursuant to applicable law and, in the case of the the Affiliate Buyer, permitted under the Corporate Documents.