ONAR Advances Its Capital Plan: Makes Second Down Payment on Largest Potential Acquisition in Company History; Total Down Payments Increased to $1.25 Million with Bridge Funding from Lenders in Its Proposed $15 Million Financing; Another Convertible Note Retired

ONAR (OTC PINK: ONAR) reported three steps in its July 2026 capital plan.

Rhea-AI Summary

ONAR (OTC PINK: ONAR) reported three steps in its July 2026 capital plan. On August 27, 2026, it made a second $250,000 down payment toward a proposed acquisition of a leading U.S. affiliate marketing agency, raising total down payments to $1.25 million. These payments are to be credited dollar-for-dollar against the purchase price if the deal closes and extend the outside date to sign the fully negotiated, signature-ready definitive purchase agreement to September 28, 2026. The second payment was funded with bridge financing from lenders involved in ONAR’s proposed $15 million financing. Separately, ONAR retired a secured convertible promissory note, cancelling the note and related warrant and receiving 6,000,000 previously issued shares back for cancellation, as part of its effort to streamline the balance sheet. The company reiterated that both the proposed financing and acquisition remain subject to completion and are not assured.

Positive

• Total acquisition down payments increased to $1.25 million, to be credited against purchase price at closing
• Second $250,000 down payment extended the signing window for the definitive purchase agreement to September 28, 2026
• Bridge funding provided by lenders in the proposed $15 million financing supports progress toward the planned acquisition
• Retirement of a secured convertible note cancelled the related warrant and returns 6,000,000 shares to ONAR for cancellation

Negative

• The proposed $15 million financing is not assured and may not be completed on the contemplated terms or at all
• The acquisition letter of intent remains non-binding, and there is no assurance the definitive agreement will be executed or the transaction consummated
• Down payments are only refundable in limited circumstances, which may expose ONAR to some risk if the transaction does not close

Argus Sep 1 session

+22.09% close to close Open Argus

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News Market Reaction – ONAR

On Sep 1, the day this news came out, ONAR closed 22.09% above the previous close.

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Second $250,000 down payment extends the signing window to September 28, 2026 under the fully negotiated, signature-ready definitive purchase agreement for the acquisition; completed note retirement cancels the related warrant and returns 6,000,000 shares to the Company for cancellation

MIAMI, Sept. 01, 2026 (GLOBE NEWSWIRE) -- ONAR Holding Corporation (OTC PINK: ONAR) (“ONAR” or the “Company”), an AI-powered marketing platform, today announced three developments in the capital plan outlined in its July 2026 letter to stockholders. On August 27, 2026, the Company paid a second down payment of $250,000 toward its potential acquisition of a leading U.S. affiliate marketing agency, which would be the largest acquisition in the Company’s history, bringing its total down payments to $1,250,000, all of which will be credited dollar-for-dollar against the purchase price at closing, and extending the outside date for execution of the definitive purchase agreement to September 28, 2026. The second down payment was funded with bridge financing provided by lenders participating in the Company’s previously announced proposed $15 million financing. Separately, the Company completed the retirement of a secured convertible promissory note: the note and the related warrant have been cancelled, and 6,000,000 previously issued shares have been returned to the Company for cancellation.

In its July letter to stockholders, the Company set out four priorities: completing a transformative acquisition, closing a proposed $15 million financing, converting a portion of outstanding debt into equity, and pursuing an uplisting to the Nasdaq Stock Market. Today’s announcements reflect that plan in motion. The down payments will be credited against the purchase price at closing. The bridge funding comes from the same lenders behind the proposed financing. And the note retirement continues the deliberate effort to clean up the Company’s balance sheet, this time returning shares to the Company rather than issuing them.

The definitive purchase agreement for the proposed acquisition has been fully negotiated by the parties and remains in signature-ready form. The second down payment was made pursuant to the extension right the Company negotiated in Amendment No. 2 to its letter of intent, previously disclosed in the Company’s Current Report on Form 8-K filed on August 11, 2026, and reflects the Company’s plan to complete its financing and closing workstreams within the extended window.

The bridge financing is evidenced by a secured convertible promissory note on previously disclosed terms. As the Company noted in its July letter, a term sheet is not a financing, and there can be no assurance that the proposed $15 million financing will be completed on the terms contemplated or at all.

The letter of intent for the proposed acquisition otherwise remains non-binding, and there can be no assurance that the definitive purchase agreement will be executed or that the proposed transaction will be consummated. The complete terms of the down payments, including the limited circumstances in which they are refundable, are described in the Company’s Current Reports on Form 8-K filed on July 31, 2026 and August 11, 2026.

“In July, I told our stockholders we had four priorities, and that we would report on each one as it moved from plan to fact,” said Claude Zdanow, Chief Executive Officer of ONAR. “This is what that looks like. We now have $1.25 million placed against the largest acquisition we’ve ever pursued, the lenders behind our proposed financing are funding the path to it, and another convertible note is gone, with six million shares coming back to the company instead of new ones going out. None of this is a closing, and the letter said that plainly too. But every piece of the plan is in motion, and the date on the calendar is one we set ourselves.”

About ONAR Holding Corporation

ONAR Holding Corporation (OTC PINK: ONAR) is an AI-powered marketing platform. ONAR owns and operates a group of specialist marketing agencies serving middle-market and growth-stage brands across performance marketing, creative, and commerce. Its technology division, ONAR Labs, develops and houses the Company’s proprietary technology, including ONAR AI, a marketing intelligence platform deployed across the Company’s agencies to improve productivity; Retina AI, a predictive customer intelligence platform; and Cortex, an offline and online sales attribution platform. ONAR continues to expand the platform through disciplined acquisitions, including JUICE and Scale Partner. Learn more at www.onar.com.

Forward-Looking Statements

This press release contains statements that the Company believes to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding the Company’s future financial condition, results of operations, business operations and business prospects, the proposed acquisition described above, the proposed $15 million financing, the execution of definitive documentation, the satisfaction of closing conditions, any potential conversion of debt to equity, any potential uplisting, and any other potential acquisitions, financings, and debt restructurings, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe,” and similar words and expressions are intended to identify forward-looking statements. These statements reflect the Company’s current expectations, are not guarantees of future performance, and involve known and unknown risks and uncertainties, including the substantial doubt about the Company’s ability to continue as a going concern described in its SEC filings, the Company’s working capital deficit, the need for additional financing, the requirement to negotiate and execute definitive documentation, the satisfaction of closing conditions, integration risks, market conditions, competition, and regulatory changes, any of which could cause actual results to differ materially. Detailed risk factors are included in the Company’s filings with the SEC, including its Annual Report on Form 10-K and its Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date hereof. The Company assumes no obligation to update these statements except as required by law.

Media and Investor Contact

ONAR Holding Corporation

Investor Relations

IR@onar.com

(213) 437-3081

www.onar.com

FAQ

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What capital plan steps did ONAR (OTC PINK: ONAR) announce on September 1, 2026?

ONAR announced a second $250,000 acquisition down payment, bringing total down payments to $1.25 million, and the retirement of a secured convertible note. According to ONAR, these moves advance its acquisition, financing, and balance-sheet cleanup priorities outlined in its July 2026 stockholder letter.

How much has ONAR paid toward its proposed acquisition as of August 27, 2026?

ONAR has paid a total of $1.25 million in down payments toward its proposed acquisition, including a second $250,000 payment on August 27, 2026. According to ONAR, these amounts will be credited dollar-for-dollar against the purchase price if the transaction closes.

What does the ONAR (ONAR) note retirement mean for outstanding shares?

The completed retirement of a secured convertible promissory note cancelled the note and its related warrant and returned 6,000,000 previously issued shares to ONAR for cancellation. According to ONAR, this step supports its effort to clean up the balance sheet and avoid new share issuance.

How is ONAR funding the down payments for its largest potential acquisition?

ONAR funded the second $250,000 down payment with bridge financing from lenders participating in its proposed $15 million financing. According to ONAR, this bridge facility is evidenced by a secured convertible promissory note on previously disclosed terms, supporting progress toward the acquisition.

When does ONAR’s signing window for the definitive purchase agreement expire?

Following the second $250,000 down payment, ONAR’s outside date to execute the fully negotiated, signature-ready definitive purchase agreement was extended to September 28, 2026. According to ONAR, this extension aligns with its timeline to advance financing and closing workstreams.

Are ONAR’s proposed $15 million financing and acquisition guaranteed to close?

No, both the proposed $15 million financing and the acquisition are not assured and may not be completed. According to ONAR, the acquisition letter of intent is non-binding, and a term sheet does not constitute a completed financing or closing.