OFA Group Announces Appointment of New Independent Director: Erwin Baquiran Pineda

Key Points from SEC Form 8-K Filing

• Form Type: 8-K, Current Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
• Date of Report: April 2, 2026
• Filing Date: April 8, 2026
• Registrant: OFA Group
• Trading Symbol: OFAL
• Exchange: NASDAQ
• Security Registered: Class A ordinary shares, par value \$0.001 per share
• Emerging Growth Company: Yes (OFA Group qualifies as an “emerging growth company” under SEC rules)

Details of Director Appointment

OFA Group has announced the appointment of Erwin Baquiran Pineda as an Independent Director, effective April 2, 2026. The Board of Directors approved the appointment and executed the Independent Director Agreement. The agreement outlines Mr. Pineda’s obligations, including customary duties for a board member of a Nasdaq-listed public company, adherence to fiduciary responsibilities, and compliance with applicable laws and regulations.

Term and Re-appointment: Mr. Pineda’s initial term is subject to the Company’s memorandum and articles of association and provisions of Section 10 of the Agreement. He will stand for re-appointment at each annual shareholder meeting, with the terms of the Agreement remaining in force upon re-appointment.

Director Agreement Highlights:

• Mr. Pineda is expected to attend and participate in Board and Committee meetings, either in person, teleconference, or videoconference.
• He must adhere to all fiduciary duties and legal requirements applicable to directors.
• Confidential Information: The Agreement contains strict confidentiality clauses, requiring Mr. Pineda to hold all confidential information in trust and not disclose or use it without written consent from OFA Group. This obligation survives the termination of the Agreement.
• Annual re-appointment is required, maintaining continuity and oversight.

Material Relationships and Related Party Transactions: The report notes that there are no transactions in which Mr. Pineda has a material interest, subject to disclosure under Item 404(a) of Regulation S-K.

The full text of the Pineda Director Agreement is attached as Exhibit 10.1 in the filing and is incorporated by reference.

Other Required Disclosures

• Written communications pursuant to Rule 425 under the Securities Act: None
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act: None
• Pre-commencement communications (Tender Offers): None (both Rule 14d-2(b) and Rule 13e-4(c))
• Emerging Growth Company Election: OFA Group has not elected to use the extended transition period for complying with new or revised accounting standards.

Potential Price-Sensitive Information for Shareholders

Director appointments can be significant, especially when the new director brings expertise, independence, or credibility to the board. While the filing does not disclose any material transactions or events directly impacting the company’s financial results, the appointment of Mr. Pineda may be viewed positively by investors and could potentially influence the share price due to:

• Strengthening of corporate governance and oversight.
• Enhanced board independence, which is often favored by institutional investors.
• Potential for improved transparency and risk management.

However, no direct financial or operational changes are disclosed in this report.

Shareholder Considerations

• Shareholders should monitor future communications for any changes in board composition or related party transactions.
• As OFA Group remains an emerging growth company, it may be subject to less stringent reporting and compliance requirements, which could impact investor risk and return profiles.
• There are no material adverse events, resignations, or transactions disclosed in this filing that would negatively impact shareholders at this time.

Exhibits

• Exhibit 10.1: Independent Director Agreement, dated April 2, 2026, between OFA Group and Erwin Baquiran Pineda.
• Exhibit 104: Cover Page Interactive Data File (embedded within the Inline XBRL document).

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell securities. Investors should conduct their own due diligence and consult with professional advisors before making investment decisions. The information is based on publicly available filings and may be subject to change or additional disclosures in future filings.

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