OFA Group (OFAL) · Oct 29, 2026 · Share issuance
$0.20 conversion floor — Floor cut from $2.00 to $0.20; $270,000 prepaid
OFA Group’s latest share issuance brings in $270,000 while sharply increasing potential dilution through a lower preferred-share conversion floor.
OFA is a small, loss-making company trying to expand from architecture into real estate, digital-asset infrastructure, and AI-assisted building-code tools. This filing does not advance those operating initiatives directly; it reshapes the financing machinery supporting them.
The immediate cash is real but modest. L&H prepaid $270,000 for 300 Series A preferred shares, with issuance deferred until the amendment becomes effective and Nasdaq’s required waiting period expires. The cash can be used for general corporate purposes, but it is not a new $1 million financing: the broader L&H allocation is merely a conditional commitment, and the aggregate $50 million facility is unchanged.
| Metric | October 29, 2026 | Prior / comparison |
|---|---|---|
| Cash prepaid (L&H Waiver Agreement) | $270,000 | — |
| Preferred shares in initial L&H closing (L&H Waiver Agreement) | 300 | — |
| Total facility (Omnibus Amendment) | $50,000,000 | Unchanged |
| Remaining conditional funding capacity (Omnibus Amendment) | $40,023,900 | — |
| Conversion floor (Floor Price Amendment) | $0.20 | $2.00 |
The economically important change is the conversion floor, not the cash. Reducing the floor from $2.00 to $0.20 allows the preferred shares to convert into substantially more Class A shares if the market-based conversion formula produces a low price. The filing explicitly says the reduction “increases the number of Class A Ordinary Shares issuable upon conversion,” making this financing more dilutive for existing holders even though the facility size itself did not grow. 〔0〕
The amendment also shows financing flexibility—but against a strained compliance backdrop. L&H waived conditions tied to registration coverage, trading volume, VWAP, market price, historical compliance, and OFA’s Nasdaq minimum-bid deficiency for this closing only. That gets this particular funding over the line, but it is not a clean reset: future purchases remain conditional, the amendment still requires Nasdaq-related steps and corporate approvals, and the $270,000 must be refunded if the required effectiveness and issuance milestones are not completed by November 30, 2026.
Bottom line: This is a small liquidity injection paired with a much more consequential expansion of potential dilution. Relative to the already-known preferred financing facility, the new information is mixed: OFA gains near-term cash and another committed buyer, but only by making the securities materially more conversion-friendly to investors and less protective of existing shareholders.
Nasdaq waiting period and preferred-share issuance by November 30
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