The ONAR Holding Corporation (OTCQB: ONAR) SEC filings page on Stock Titan provides access to the company’s official U.S. Securities and Exchange Commission disclosures, including current reports on material events and corporate actions. As a Nevada corporation with common stock registered under Section 12(g) of the Exchange Act and trading on the OTCQB, ONAR files documents that detail its acquisitions, dispositions of assets, amendments to governing documents, and capital structure changes.
Recent Form 8-K filings describe key transactions that shape ONAR’s marketing and technology platform. One 8-K reports the acquisition of all outstanding equity interests of Juice Labs LLC, the performance marketing agency that now operates under the JUICE brand within ONAR’s network. Another 8-K outlines the sale of substantially all assets of VMED Services, LLC to VMED Consulting, Inc. for a $1,500,000 promissory note, including business operations, client relationships, accounts receivable, and certain intellectual property rights, while excluding intellectual property related to the Of Kos brand name.
ONAR’s filings also cover corporate and capital structure changes. An 8-K dated October 2025 discloses an amendment to the Articles of Incorporation increasing the authorized common stock from 450,000,000 to 1,000,000,000 shares. Other filings describe earnout structures tied to new client revenue from the JUICE acquisition and the planned filing of financial statements and pro forma financial information related to acquired businesses.
On Stock Titan, these filings are updated from EDGAR and paired with AI-powered summaries that explain the core terms of each document in plain language. Users can quickly understand the implications of ONAR’s 8-Ks, such as acquisition terms, asset sales, share authorization changes, and related pro forma financial information, without reading every technical detail. This makes it easier to track how ONAR’s regulatory disclosures reflect the evolution of its AI-enabled marketing holding company and agency network.
Onar Holding Corp reported an exempt securities offering under Rule 506(b), covering equity, debt, options, warrants or other rights to acquire securities, and securities to be acquired upon exercise of those rights. The offering lists $7,888,888 in notes sold and $12,111,112 in notes remaining, both stated as principal amounts. Investors' actual purchase price for the notes sold was $7,100,000 because of an original issue discount.
Onar Holding Corp appointed Kelly Anderson as Interim Chief Financial Officer, effective October 1, 2026, to lead finance work for its pursuit of a Nasdaq listing, including uplist readiness, public-company reporting at the combined company’s new scale, and Advertise Purple financial integration. Anderson had served as a director and Audit Committee chair since August 2025; she stepped down from both roles in connection with the appointment. Her background includes more than 25 years in senior finance leadership, prior CFO roles at T3 Motion and Mavenlink, service as Chief Accounting Officer at Fisker Automotive, and oversight of more than 400 acquisitions.
Director Howard D. Palefsky became Audit Committee chair. He has served on the board since June 2025 and chaired the Governance and Nominating Committee. The appointment followed ONAR’s completed acquisition of Advertise Purple, described as its largest, and the initial closing of its up to $15 million financing. ONAR’s forward-looking statements cite substantial doubt about its ability to continue as a going concern, along with a working capital deficit and indebtedness, as risks described in its SEC filings.
ONAR Holding Corporation completed its largest acquisition in company history, acquiring Advertise Purple, an affiliate marketing agency, with funding from the $15 million financing announced the prior day. Total consideration is up to $27,825,000, assuming all earnout thresholds are met. Advertise Purple CEO Jonathan Moisan and Chief Growth Officer Rowland Hazard will continue to lead the business, with a meaningful portion of consideration earned through its future growth.
For fiscal year 2025, Advertise Purple generated approximately $17.1 million in net revenue and $4.4 million in net income, and approximately $6.6 million in adjusted EBITDA, a non-GAAP measure. ONAR presented preliminary, unaudited pro forma combined revenue of approximately $23.5 million for fiscal year 2025. The illustrative figure gives effect to acquisitions completed during and after that year as if completed at its beginning and is not necessarily indicative of results that would have been achieved.
Advertise Purple’s Bloom platform, with more than 111 million performance records, joins ONAR Labs alongside Retina AI and Cortex. ONAR said its pursuit of a Nasdaq listing continues. The company also disclosed substantial doubt about its ability to continue as a going concern, a working capital deficit, and increased indebtedness among its risks.
Onar Holding Corporation (ONAR) completed the initial closing of its previously announced $15 million financing. The financing may convert into preferred equity at a fixed price based on a $25 million pre-money valuation, but conversion occurs only upon completion of a Nasdaq listing. Onar also entered into a senior secured facility of up to $5 million, convertible on the same valuation basis; total new financing capacity is up to $20 million. Upon full funding and conversion, the implied post-money valuation is approximately $40 million.
Proceeds are intended to fund cash consideration for the previously announced acquisition of a U.S. affiliate marketing agency and working capital for the combined business. Holders of approximately $6.5 million of existing notes exchanged those obligations into the financing, retiring the exchanged notes and associated warrants. Onar’s stated risks include substantial doubt about its ability to continue as a going concern, a working capital deficit and increased indebtedness.
ONAR Holding Corporation reported strong top-line growth but continued liquidity pressure for the quarter ended June 30, 2026. Revenue rose 123% year-over-year to $1,047,810, and six‑month revenue increased 72% to $2,068,895, driven mainly by the JUICE acquisition and recurring, technology‑enabled engagements. Cost discipline and integration synergies turned prior‑year gross losses into gross profit of $43,014 for the quarter and $99,253 for six months, while operating expenses fell 65% for the six‑month period, narrowing loss from operations by 70%.
Despite this progress, ONAR remains under significant financial strain. The company recorded a six‑month net loss of $2,251,555, had cash of $39,949, and carried current liabilities of $11.7 million against $195,457 of current assets, resulting in a working capital deficit of $11.5 million. Management states that these conditions, along with recurring losses, raise substantial doubt about the ability to continue as a going concern. Interest expense surged to $1,634,299 for the six‑month period, much of it tied to high‑cost and convertible debt.
ONAR is reshaping its portfolio toward AI‑enabled marketing and technology. It exited non‑core businesses, acquired Scale Partners, and began monetizing ONAR Labs’ Cortex analytics platform via subscriptions. Deferred revenue increased to $405,014, roughly triple year‑end levels, reflecting more contracted future services. After quarter‑end, ONAR restructured about $2.1 million of obligations into multi‑year payment plans and secured a new $1.2 million secured convertible note, but also disclosed material weaknesses in internal control and unresolved payroll tax liabilities, underscoring execution and financing risk.
ONAR Holding Corporation entered into Amendment No. 2 to its non-binding letter of intent with Advertise Purple, Inc. for the proposed acquisition of all Advertise Purple equity. The amendment gives ONAR the right, but not the obligation, to extend the transaction Outside Date from August 27, 2026 to September 28, 2026 if it pays a $250,000 Second Down Payment to Advertise Purple on or before August 27, 2026. Upon such payment, the total down payment under the letter of intent becomes $1,250,000, and the cash consideration payable at closing is increased to $12,825,000, with $1,250,000 credited against the purchase price at closing. The parties have not yet executed a binding Definitive Agreement, and the acquisition remains subject to negotiation, execution of definitive documentation, and closing conditions.
ONAR Holding Corporation entered into Amendment No. 1 to its non-binding letter of intent with Advertise Purple, Inc. on July 27, 2026. Under this amendment, ONAR agreed to pay Advertise Purple a $1,000,000 down payment toward the purchase price for a proposed acquisition of all outstanding equity of Advertise Purple under a fully negotiated but unexecuted Proposed Purchase Agreement attached as an exhibit. The down payment will be credited dollar-for-dollar against the purchase price at closing.
The down payment becomes refundable only if ONAR delivers a Closing Readiness Notice and Advertise Purple, the Seller Parties, or Kyle Mitnick fail to sign the Proposed Purchase Agreement in its attached form and consummate closing within five business days; in that case Advertise Purple must return the funds within three business days of ONAR’s demand. In all other scenarios, including if ONAR chooses not to proceed or the transaction fails for other reasons, the down payment is non-refundable and retained by Advertise Purple. The amendment also sets an Outside Date of August 27, 2026, after which the amendment and original LOI automatically terminate if the Proposed Purchase Agreement has not been executed, or if executed, ONAR does not fund the purchase price within two business days. The company notes that completion of the transaction and its broader plans remain subject to significant risks, including substantial doubt about its ability to continue as a going concern, working capital deficits, need for additional financing, and satisfaction of closing conditions.
ONAR Holding Corporation, through subsidiary ONAR LLC, entered into a settlement agreement and mutual release with the Jeffrey L. Feinberg Personal Trust and related parties resolving litigation over a $1,500,000 Senior Secured Promissory Note dated March 18, 2024. The Trust had alleged breach of contract and unjust enrichment and claimed the note matured on March 18, 2025 without repayment, while the company disputed the claims. Under the agreement, the company will pay $1,500,000 of principal plus simple interest at 18% per annum from March 18, 2024, with an initial payment of $50,000, a $300,000 payment due by August 30, 2026, fourteen quarterly installments of $75,000, and a final true-up payment on the first business day of February 2030 for any remaining principal and accrued interest.
The settlement calls for dismissal of the action as between the company and the Trust and includes mutual releases and non-disparagement commitments among the parties. The Trust and Jeffrey L. Feinberg also agreed not to engage in short sales of ONAR stock and to limit any single-day share sales to 10% of the average daily reported trading volume over the preceding five trading days.
ONAR Holding Corporation reported first‑quarter 2026 revenue of $1,021,085, up 39% from 2025, driven mainly by agencies acquired in 2025. Cost of revenues rose 51% to $964,846, and operating expenses fell 66% to $381,882, reflecting lower stock‑based compensation, professional fees, and compliance costs. Net loss narrowed to $1,128,066 from $1,287,502 a year earlier.
The balance sheet remains highly stressed. ONAR ended March 31, 2026 with $178,550 in current assets, including just $11,213 of cash, against $10.6 million of current liabilities, producing a working capital deficit of about $10.4 million and stockholders’ deficit of $6,652,712. About $5.7 million of notes and borrowings mature within 12 months, and interest expense surged to $802,502 on high‑cost and convertible debt. Management concludes these conditions raise substantial doubt about ONAR’s ability to continue as a going concern.
Strategically, ONAR completed the divestiture of its Reliant Pools business and acquired Scale Partners for roughly $185,000, expanding AI‑enabled capabilities in commercial real estate. Subsequent events include additional short‑term financing, a large increase in authorized shares to 3 billion, and a new promissory note with potential default‑driven convertibility. The company also carries $653,132 of unpaid payroll tax liabilities and continues to remediate material weaknesses in internal control while defending litigation over a $1,500,000 note.
ONAR Holding Corporation amended its Articles of Incorporation, effective June 22, 2026, to increase the authorized number of common shares from 1,000,000,000 to 3,000,000,000. The common stock has a par value of $0.001 per share. The amendment had been approved by the board of directors and by written consent representing approximately 76.8% of the voting power of the outstanding common stock on May 5, 2026. The full text of the amendment is included as an exhibit to this report.