ONAR Completes Largest Acquisition in Company History: Advertise Purple Adds $17.1 Million of Revenue and $4.4 Million of Net Income, Bringing Combined Pro Forma Revenue to Approximately $23.5 Million
The acquired business generated $4.4 million of fiscal 2025 net income, with part of the purchase consideration tied to future growth.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
ONAR (ONAR) completed its acquisition of affiliate marketing agency Advertise Purple, the largest acquisition in the company’s history.
Total consideration is up to $27,825,000, assuming all earnout thresholds are met. The acquisition was funded by the previously announced $15 million financing. Advertise Purple generated approximately $17.1 million of net revenue, $4.4 million of net income and approximately $6.6 million of adjusted EBITDA, a non-GAAP earnings measure, in fiscal 2025. Combined pro forma revenue for that period was approximately $23.5 million, approximately seven times ONAR’s reported standalone revenue.
Bloom, Advertise Purple’s data and analytics platform, joins ONAR Labs alongside Retina AI and Cortex. No single Advertise Purple client represents more than approximately five percent of revenue. ONAR has also completed conversion of a portion of outstanding debt into equity and continues pursuing a Nasdaq listing.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major pointCompleted Advertise Purple acquisition adds approximately $17.1 million of fiscal 2025 net revenue.
- Major pointAcquired business generated $4.4 million net income in fiscal 2025.
- Major pointAcquired business generated approximately $6.6 million adjusted EBITDA, a non-GAAP earnings measure, in fiscal 2025.
- Moderate pointPreviously announced $15 million financing funded the completed acquisition. 5.8× market cap
- Moderate pointCompleted conversion of a portion of outstanding debt into equity reduces debt.
3 minor points
- Minor pointCombined fiscal 2025 pro forma revenue of approximately $23.5 million is approximately seven times ONAR’s standalone revenue.
- Minor pointClient concentration is limited: no single Advertise Purple client represents more than approximately five percent of revenue.
- Minor point. Forward-looking: it has not happened yet and may not happen.ONAR continues pursuing a Nasdaq listing.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Acquisition consideration totals up to $27,825,000, assuming all earnout thresholds are met. 11× market cap
- Moderate pointConversion of outstanding debt into equity adds equity dilution.
AI-generated analysis. How Rhea-AI works. Not financial advice.
The acquired business generated approximately
Miami, FL, Sept. 30, 2026 (GLOBE NEWSWIRE) -- ONAR Holding Corporation (OTC PINK: ONAR) (“ONAR” or the “Company”), an AI-powered marketing platform, today announced that it has completed its acquisition of Advertise Purple, a Santa Monica, California-based affiliate marketing agency, in the largest acquisition in the Company’s history, funded by the
Advertise Purple is a leading U.S. affiliate and partnership marketing agency, managing affiliate programs for more than 400 active brands with no single client representing more than approximately five percent of revenue. Advertise Purple Chief Executive Officer Jonathan Moisan and Chief Growth Officer Rowland Hazard will continue to lead the business, and the consideration is structured so that a meaningful portion is earned through the future growth of the business they run.
The Bloom Platform
At the core of Advertise Purple’s operating model is Bloom, its proprietary data, analytics, and workflow platform. Bloom serves as both the client-facing performance dashboard and the internal operating system through which Advertise Purple manages affiliate programs at scale: it ingests first-party client data across transactions, products, and affiliate activity, and drives partner selection, commission optimization, and program management across the agency’s book. The platform holds more than 111 million performance records accumulated across thousands of client programs, and in the past year Advertise Purple added AI-enabled natural language access to the platform.
Bloom now joins ONAR Labs, the Company’s technology division, alongside Retina AI, ONAR’s predictive customer intelligence platform, and Cortex, its offline and online sales attribution platform. The combination is the reason the Company believes this acquisition is transformational rather than merely additive: affiliate marketing is one of the fastest-growing channels in performance marketing and remains one of the hardest to measure, and the combination of Bloom’s accumulated performance data with Retina AI’s predictive modeling and Cortex’s attribution gives ONAR the components of a measurement capability the affiliate category has lacked. As the Company wrote in its July letter to stockholders, “We buy strong agencies, we put our own technology inside them, and the same team serves more clients.”
The acquisition also transforms the profile of the Company as it pursues the uplisting to the Nasdaq Stock Market announced in its July letter to stockholders. That letter set out four priorities: completing a transformative acquisition, closing a proposed
“Fourteen months ago, this company was behind on its filings and carrying a balance sheet that limited every decision we made. Today, Advertise Purple, its team, and the Bloom platform are part of ONAR, and the plan we published in July is three-quarters complete,” said Claude Zdanow, Chief Executive Officer of ONAR. “I want stockholders to understand why this one is different. We didn’t just buy revenue. We bought the largest data asset this company has ever owned, in a channel that’s growing fast and has never been measured well, and we build the technology that fixes exactly that. What comes now is the part I respect most: integration, execution, and earning the numbers. We closed on a date we set ourselves, and we intend to keep working that way.”
“We spent a decade building Advertise Purple into the agency brands trust with their affiliate spend, and Bloom is a big part of why they trust us,” said Jonathan Moisan, Chief Executive Officer of Advertise Purple. “Joining ONAR puts real engineering behind Bloom, and pairing it with Retina AI and Cortex means our clients get answers this channel has never been able to give them. Our team stays, our standards stay, and now we have a platform behind us.”
Advertise Purple was advised by Woodland Park Capital Advisors, with support from PanArgent Capital Advisors.
About Advertise Purple
Advertise Purple is a leading U.S. affiliate and partnership marketing agency based in Santa Monica, California. The agency designs, manages, and optimizes affiliate programs for more than 400 active brands across e-commerce, consumer products, software, and services, powered by Bloom, its proprietary data, analytics, and workflow platform.
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, Scale Partner, and Advertise Purple. Learn more at www.onar.com.
Non-GAAP Financial Measures and Unaudited Pro Forma Information
Adjusted EBITDA is a non-GAAP financial measure and should not be considered an alternative to net income or any other measure prepared in accordance with GAAP. Advertise Purple’s adjusted EBITDA for fiscal year 2025 of approximately
No Offer or Solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities. Securities issued in the financing referenced above were offered and sold in a private placement to accredited investors, have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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 integration of Advertise Purple, the payment of earnout and seller note obligations, pro forma financial information, any potential conversion of securities, any potential uplisting, and any other potential acquisitions, financings, and debt restructurings, are forward-looking statements. Pro forma combined figures are presented for illustrative purposes only and are not necessarily indicative of the results that would have been achieved had the acquisition occurred in the period presented, and do not constitute guidance. 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 and increased indebtedness following the transactions described above, integration risks, the risk that expected benefits of the acquisition are not realized, the need for additional financing, market conditions, competition, client retention, 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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is ONAR paying to acquire Advertise Purple?
Total acquisition consideration is up to $27,825,000, assuming all earnout thresholds are met. A portion of the consideration is earned through future growth of the acquired business. The acquisition was funded by the previously announced $15 million financing.
What is ONAR’s combined revenue after acquiring Advertise Purple?
The combined company generated approximately $23.5 million of pro forma revenue in fiscal 2025, approximately seven times ONAR’s reported standalone revenue for the same period. This is a historical combined figure, not a forecast.
Who will lead Advertise Purple after ONAR’s acquisition?
Advertise Purple Chief Executive Officer Jonathan Moisan and Chief Growth Officer Rowland Hazard will continue to lead the business. A portion of the acquisition consideration is tied to future growth of the business they run.