ONAR Holding (ONAR) grows revenue but flags serious going concern risks
Rhea-AI Filing Summary
ONAR Holding Corporation reported strong 2025 revenue growth but remains in a highly stressed financial position. Revenue reached $3.18 million, up 63% from 2024, driven largely by the acquisition of the JUICE performance marketing agency and a shift toward higher‑margin clients.
The company posted a net loss of $9.28 million, with total liabilities of $9.67 million versus assets of $3.81 million, resulting in a working capital deficit of $9.41 million. Management and the auditor highlight substantial doubt about ONAR’s ability to continue as a going concern. ONAR executed several strategic moves, including acquiring Juice Labs and Retina AI, launching ONAR Labs as its AI and data platform, converting $311,000 of debt into equity, and divesting legacy businesses such as Reliant Pools and the operating assets of Of Kos to focus on technology‑enabled marketing.
Positive
- Revenue growth: 2025 revenue increased to $3,179,519, a 63% rise from $1,953,491 in 2024, primarily from the JUICE acquisition and higher‑margin client mix.
- Strategic focus: ONAR acquired Juice Labs and the Retina AI platform, launched ONAR Labs, and divested non‑core legacy businesses to concentrate on AI‑enabled marketing and technology.
Negative
- Going concern risk: Recurring losses, negative cash flows, and a $9,408,815 working capital deficit led management and the auditor to state substantial doubt about ONAR’s ability to continue as a going concern.
- Leverage and liquidity pressure: Total liabilities of $9,666,472 versus assets of $3,807,247 and reliance on $3,844,128 of new convertible debt in 2025 highlight significant refinancing and funding risk.
- Operational losses: ONAR recorded a 2025 net loss of $9,276,897, with operating expenses rising sharply to $7,656,017, driven by stock‑based compensation, JUICE integration, and public‑company costs.
- Control weaknesses: The company reported material weaknesses in internal control over financial reporting as of December 31, 2025, including limited accounting personnel and insufficient segregation of duties.
- Tax and market risks: Accrued payroll tax liabilities totaled $646,113 as of December 31, 2025, and the stock remains a thinly traded OTCQB penny stock with volatile, sporadic liquidity.
Insights
High growth but severe financial strain and going concern risk.
ONAR Holding grew 2025 revenue to $3.18 million, a 63% increase, mainly from the JUICE acquisition and mix shift toward higher‑margin clients. Strategically, it is repositioning as an AI‑enabled marketing platform through ONAR Labs and recent technology acquisitions.
However, the balance sheet is highly pressured. As of December 31, 2025, liabilities of $9.67 million far exceeded assets of $3.81 million, and the working capital deficit reached $9.41 million. Net loss was $9.28 million, and the auditor emphasized substantial doubt about the company’s ability to continue as a going concern.
Liquidity relies on raising additional equity or debt and executing the plan to refinance short‑term obligations, grow revenue, and monetize ONAR Labs’ technology stack. 2025 cash used in operations was $1.59 million, partially funded by new borrowings including $3.84 million of convertible notes in 2025. Subsequent performance and capital‑raising disclosures in future filings will be critical for assessing sustainability.
Key Figures
Key Terms
going concern financial
reverse merger financial
penny stock regulatory
material weaknesses in our internal controls financial
predictive customer intelligence engine technical
Master Services Agreements (MSAs) financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from: _____________to______________
Commission File Number:
(Exact name of registrant as specified in its charter) |
| ||
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
| ||
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $
As of June 11, 2026, there were
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
PART I |
| |||
|
|
|
|
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION |
| 3 |
| |
ITEM 1. | BUSINESS |
| 4 |
|
ITEM 1A. | RISK FACTORS |
| 8 |
|
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
| 12 |
|
ITEM 1C. | CYBERSECURITY |
| 12 |
|
ITEM 2. | PROPERTIES |
| 13 |
|
ITEM 3. | LEGAL PROCEEDINGS |
| 13 |
|
ITEM 4. | MINE SAFETY DISCLOSURES |
| 14 |
|
|
|
|
|
|
PART II |
| |||
|
|
|
| |
ITEM 5. | MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
| 15 |
|
ITEM 6. | [RESERVED] |
| 16 |
|
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
| 16 |
|
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
| 21 |
|
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA |
| F-1 |
|
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
| 22 |
|
ITEM 9A. | CONTROLS AND PROCEDURES |
| 22 |
|
ITEM 9B. | OTHER INFORMATION |
| 22 |
|
ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
| 22 |
|
|
|
|
|
|
PART III |
| |||
|
|
|
|
|
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
| 23 |
|
ITEM 11. | EXECUTIVE COMPENSATION |
| 27 |
|
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
| 29 |
|
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
| 31 |
|
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
| 34 |
|
|
|
|
|
|
PART IV |
| |||
|
|
|
|
|
ITEM 15. | EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES |
| 35 |
|
ITEM 16. | FORM 10-K SUMMARY |
| 38 |
|
| 2 |
| Table of Contents |
PART I
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K (this “Report”) contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These factors include:
| · | our ability to continue as a going concern; |
| · | unfavorable economic conditions; |
| · | changes in client demand; |
| · | our ability to maintain our existing clients; |
| · | our ability to develop new product offerings; |
| · | our ability to deploy artificial intelligence (“AI”) in our business and the development of AI by our competitors; |
| · | seasonal fluctuations in marketing, research, communications and advertising activity; |
| · | the impact of future strategic transactions; |
| · | our lack of a significant operating history; |
| · | the need for additional funding, our ability to raise such funding, and the ultimate terms thereof; |
| · | the level of competition in the industries in which we compete; |
| · | the security of our computer systems and our ability to securely store client data; |
| · | the loss of key personnel or failure to attract, integrate and retain additional personnel; |
| · | fluctuations in our operating results; |
| · | corporate governance risks; |
| · | the impacts of global epidemics, pandemics and similar health issues; |
| · | material weaknesses in our internal controls; |
| · | dilution to existing stockholders caused by the issuance of additional shares of our common stock; |
| · | the lack of a significant market for our common stock, and the volatile nature thereof; |
| · | our failure to pay cash dividends; |
| · | the status of our common stock as a “penny stock”; |
| · | lack of liquidity in the market for our stock; |
| · | our blank check preferred stock and ability to issue significant shares of common stock; |
| · | costs and expenses associated with being a public company; |
| · | changes in client demand; and |
| · | other risk factors included under “Risk Factors” below. |
You should read the matters described and incorporated by reference in “Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.
| 3 |
| Table of Contents |
ITEM 1. BUSINESS
Summary Matters and Definitions
In this Annual Report on Form 10-K (this “Report”), we may rely on and refer to information regarding the industries in which we operate in general from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information. We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein.
Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “ONAR”, “ONAR Holding” and “ONAR Holding Corporation” refer specifically to ONAR Holding Corporation and its consolidated subsidiaries.
In addition, unless the context otherwise requires and for the purposes of this Report only: references to the “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; references to the “SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and references to the “Securities Act” refers to the Securities Act of 1933, as amended.
Organizational History
ONAR Holding Corporation (the “Company”) was formed as a Nevada corporation under the name Reliant Holdings, Inc. on May 19, 2014. On May 23, 2014, Reliant Holdings, Inc., along with Reliant Pools, Inc. (then known as Pool Builders Supply of Texas, Inc.), a Texas corporation, merged to form ONAR Holding Corporation (formerly Reliant Holdings, Inc.), a Nevada corporation.
On July 25, 2024, the Company acquired HLDCO, LLC and its subsidiary Integrum Group LLC through a reverse merger where the shareholders of HLDCO entered into an Agreement to Contribute and Exchange to exchange their equity interests in HLDCO for shares of the Company. Due to the relative significance of HLDCO, LLC, we account for this acquisition as a reverse acquisition.
On August 23, 2024, the Company filed with the Secretary of State for Nevada a Certificate of Amendment to the Articles of Incorporation, changing its name to ONAR Holding Corporation.
On September 12, 2024, Integrum filed a certificate of amendment to its certificate of formation with the Delaware Secretary of State, pursuant to which it changed its corporate name from Integrum Group LLC to ONAR, LLC.
On September 17, 2024, the Company filed a Certificate of Cancelation of Limited Liability Company for HLDCO with the Secretary of State of Delaware to dissolve HLDCO, leaving ONAR, LLC as the Company’s primary operating subsidiary.
2025 Corporate Developments
During 2025, the Company executed a series of transformative corporate actions that significantly reshaped its operations, governance, and strategic positioning:
Juice Labs Acquisition. On September 15, 2025, ONAR, LLC completed the acquisition of 100% of the membership interests of Juice Labs LLC through a Membership Interest Purchase Agreement. The acquisition integrated the JUICE agency platform, including its client relationships, personnel, and proprietary technology infrastructure, into the ONAR network. Following the acquisition, ONAR merged its existing Storia agency operations with Juice Labs under the unified JUICE brand.
| 4 |
| Table of Contents |
Retina AI Acquisition. On September 23, 2025, ONAR Labs LLC completed the acquisition of the Retina AI software platform, a predictive customer intelligence engine. Retina AI became a core component of the ONAR Labs technology stack, providing capabilities in customer lifetime value prediction, audience segmentation, and data-driven marketing optimization.
Board of Directors Expansion. During 2025, the Company significantly strengthened its corporate governance by expanding its Board of Directors from a sole director to a multi-member board with independent oversight. Key appointments included Scott Kauffman as Chairman of the Board, along with the addition of independent directors Mark Gazit, Reda Raad, and Howard Palefsky. These appointments bring decades of experience in public company governance, media and advertising, cybersecurity, technology, and corporate strategy.
Debt Conversion. In December 2025, the Company retired $311,000 in outstanding debt through voluntary equity conversion by certain noteholders, reducing future interest expense and simplifying the capital structure.
Portfolio Simplification. The Company completed the divestiture of its non-core legacy swimming pool construction business (Reliant Pools, Inc.), effective December 31, 2025, and the sale of substantially all operating assets of VMED Services, LLC (operating under the Of Kos brand) effective January 8, 2026. The Company retained all intellectual property related to the Of Kos brand name.
Organizational Structure
As of December 31, 2025, the Company’s organizational structure consists of ONAR Holding Corporation as the publicly traded parent entity, with ONAR, LLC as its primary operating subsidiary. ONAR, LLC holds the following wholly owned subsidiaries: Juice Labs LLC (operating under the JUICE brand), ONAR Labs LLC (the Company’s technology and innovation division), VMED Services, LLC (operating under the Of Kos healthcare marketing brand, with the sale of substantially all operating assets completed in January 2026), and Storia Agency, LLC (operations merged into JUICE). Reliant Holdings, Inc. and its subsidiary Reliant Pools, Inc. constitute a divested non-core legacy business segment. Chalk Experiences, LLC and Reliant Custom Homes, Inc. are inactive subsidiaries whose operations were wound down prior to the Company’s reverse merger in 2024.
Description of Business Operations
ONAR is a technology-enabled marketing platform that acquires and integrates specialist marketing agencies to build a unified, data-driven operating network. The Company focuses on middle-market brands seeking enterprise-grade marketing capabilities without enterprise-level cost or complexity. Since its formation, ONAR has grown through a combination of strategic acquisitions and organic expansion, leveraging shared technology infrastructure, centralized finance and compliance, and data-driven optimization to create value across its portfolio.
The Company positions itself as The Operating System for Modern Marketing, targeting brands with $10 million to $1 billion in revenue that require sophisticated, technology-forward marketing solutions. ONAR differentiates itself from traditional agency holding companies through its focus on the expanding middle market, its investment in proprietary AI and data technology, and its model of deep operational integration rather than passive financial ownership.
ONAR currently operates through the following key business units:
JUICE
JUICE is a performance digital marketing agency offering full-spectrum paid media, creative, data science, web development, and strategy services. JUICE has driven over $2.5 billion in client revenue, maintains an average client tenure exceeding three years, and was ranked #105 on the Inc. 5000 list of fastest-growing companies. The agency serves B2B and B2C clients across diverse sectors, including consumer products, manufacturing, business services, technology, e-commerce, and healthcare. Core services include paid digital advertising, search engine optimization, conversion rate optimization, web development, creative production, and data-driven campaign management. Following the September 2025 acquisition of Juice Labs LLC, ONAR merged its existing Storia agency operations with the Juice Labs platform under the unified JUICE brand.
| 5 |
| Table of Contents |
ONAR Labs
ONAR Labs is the Company’s innovation and technology division, launched in 2025 to centralize technology development, data architecture, and AI-enabled optimization across the agency network. ONAR Labs houses the Company’s proprietary technology stack, consisting of: Retina AI, a predictive customer intelligence engine for customer lifetime value prediction and audience segmentation; Cortex, a real-time analytics backbone for cross-channel performance monitoring; Agentic Ops, an autonomous execution layer for campaign optimization and automated workflows; and the QA Layer, a deploy-blocking governance system for quality assurance. ONAR Labs is designed to drive higher-margin, recurring-revenue opportunities from SaaS licensing, data intelligence products, and automation tools for both ONAR’s agency clients and potential third-party customers.
Of Kos (Brand IP Retained)
Of Kos is a healthcare marketing brand named after Hippocrates of Kos, specializing in medical laboratory and genetic testing marketing with HIPAA-compliant marketing solutions. In January 2026, the Company completed the sale of substantially all operating assets of VMED Services, LLC, which conducted operations under the Of Kos brand, pursuant to a $1.5 million secured, seller-financed promissory note. The Company retained all intellectual property related to the Of Kos brand name and continues to view healthcare marketing as a strategic vertical for future development.
Our Market
Industry Trends
The marketing services industry continues to undergo significant transformation driven by advances in artificial intelligence, data analytics, and automation. We believe the following trends describe the industry today:
First, the adoption of AI and machine learning has accelerated across the marketing ecosystem, with brands increasingly relying on AI-powered tools for audience targeting, content creation, campaign optimization, and customer lifetime value prediction. The proliferation of data across touchpoints has created demand for advanced analytical platforms that can synthesize information and generate actionable insights in real time.
Second, the convergence of technology and creative services has blurred traditional boundaries between agencies, technology companies, and data providers. Clients increasingly seek integrated partners that can deliver both strategic creative execution and technology-driven measurement and optimization within a unified engagement.
Third, the middle-market segment (companies with approximately $10 million to $1 billion in revenue) continues to grow in size and sophistication. These companies demand enterprise-grade marketing capabilities but lack the budgets to engage the largest global holding company agencies, creating a significant addressable market for platform-oriented, technology-enabled specialist agencies.
Fourth, private-market valuations for specialist marketing agencies have moderated from pandemic-era highs due to rising costs of capital and macroeconomic uncertainty. This environment creates favorable conditions for acquirers with access to public-company equity as transaction currency.
Competitive Landscape
ONAR generally operates in a highly competitive and diverse industry landscape. Due to its focus on the expanding middle market, ONAR does not directly compete for the same client base as the largest global holding companies (such as WPP, Omnicom, Publicis, and Interpublic), which primarily serve Fortune 500 and multinational enterprises. Instead, ONAR competes with regional and boutique agencies, mid-sized digital marketing firms, and emerging technology-enabled marketing platforms for middle-market client engagements.
| 6 |
| Table of Contents |
The rapid rise of AI and data-driven marketing has created a paradigm shift in the industry. While legacy holding company models historically relied on scale, geographic reach, and brand reputation, the current environment increasingly rewards speed of innovation, technology depth, and operational agility. ONAR believes its combination of proven agency execution, proprietary AI technology (through ONAR Labs), and a focused middle-market acquisition strategy positions it favorably in this evolving landscape.
Network Structure and Service Offerings
ONAR maintains a 100% ownership position in all of its subsidiary companies. As of December 31, 2025, the Company organizes its operations into the following reportable segments:
Advertising and Marketing Services: This segment encompasses the Company’s core performance digital marketing, creative, data science, and technology services, led by JUICE and supported by ONAR Labs. Revenue in this segment is generated primarily through client retainer contracts, project-based engagements, and media management fees.
Healthcare Marketing (Of Kos): This segment historically provided integrated healthcare marketing solutions, specializing in medical laboratory and genetic testing marketing. With the sale of substantially all operating assets of VMED Services, LLC effective January 2026, the Company retained the Of Kos brand intellectual property. Results from the Of Kos segment are included through the date of disposition.
Divested Segments: The Company’s legacy swimming pool construction segment (Reliant Pools, Inc.) was divested effective December 31, 2025 and is not continuing in the business in 2026.
Our Strategy
ONAR’s strategic objectives center on building a scalable, technology-enabled marketing platform through disciplined acquisition, operational integration, and proprietary technology development. The Company’s strategy is defined by the following pillars:
Acquire and Integrate Specialist Agencies. ONAR targets specialist marketing agencies serving the middle market that demonstrate strong client relationships, recurring revenue characteristics, and cultural alignment with ONAR’s technology-forward approach. The Company leverages favorable private-market conditions and its public-company equity to structure accretive transactions that provide agency founders with liquidity and long-term upside.
Deploy Proprietary Technology. Through ONAR Labs, the Company is building a proprietary AI and data technology stack designed to improve agency performance, drive higher-margin recurring revenue, and create defensible competitive advantages. The ONAR Labs platform is intended to serve as shared infrastructure across all portfolio agencies and, over time, may be offered as standalone SaaS products to third-party customers.
Centralize Back-Office Functions. The Company centralizes finance, accounting, legal, compliance, and human resources functions across its portfolio, reducing overhead costs and improving operational consistency. This centralized model enables acquired agencies to focus on client delivery while benefiting from enterprise-grade infrastructure.
Strengthen Corporate Governance. During 2025, the Company expanded its Board of Directors with experienced independent directors and invested in strengthening its internal control environment. The Company is committed to maintaining governance standards appropriate for its growth stage and public-company obligations.
| 7 |
| Table of Contents |
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As disclosed in Note 1 to the consolidated financial statements, the Company has incurred recurring operating losses and has an accumulated deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans to address these conditions include pursuing additional equity and debt financing, continuing to grow revenue through organic client acquisition and strategic acquisitions, optimizing the cost structure across the agency network, and monetizing the Company’s proprietary technology platform through SaaS and data product offerings. The Company has also taken steps to improve its capital structure, including the conversion of outstanding notes payable into equity and the divestiture of non-core assets to reduce operating costs.
There can be no assurance that these plans will be successful. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital, achieve profitable operations, and generate sufficient cash flows from operations.
Where You Can Find Other Information
We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers at http://www.sec.gov. Our SEC filings are also available through the OTC Markets website at www.otcmarkets.com.
ITEM 1A. RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below as well as the other information in this filing before deciding to invest in our company. Any of the risk factors described below could adversely affect our business, operating results, financial condition and the trading price of our common stock. The risks and uncertainties described below may not be the only risks we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.
| 8 |
| Table of Contents |
Risks Related to Our Business Operations
There is substantial doubt about our ability to continue as a going concern.
The financial statements included in this annual report on Form 10-K have been prepared assuming we will continue as a going concern. We have incurred losses since the completion of the reverse merger, have negative working capital and have not generated positive cash flows from operations since the completion of the reverse merger. We generated a loss of $9,276,897 for the period ended December 31, 2025 and have a working capital deficiency of approximately $9.4 million. These matters, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to continue in existence is dependent on our ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plans with respect to operations include aggressive marketing and raising additional capital through sales of equity or debt securities as may be necessary to pursue our business plans and sustain operations until such time as we can achieve profitability. There can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. Any such inability to continue as a going concern may result in our stockholders losing their entire investment.
Our revenues are highly susceptible to declines as a result of unfavorable economic conditions.
Advertising, marketing and communications expenditures are sensitive to global, national and regional macroeconomic conditions, including inflationary pressures, currency fluctuations, geopolitical uncertainty and elevated interest rates, as well as specific industry conditions. Unfavorable economic conditions have in the past and could in the future materially reduce our revenue and negatively impact our operating results. Clients may reduce, postpone, or cancel spending with us if they experience an economic downturn, which could adversely affect our business.
Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions.
Our revenue and profitability depend on the demand for our services and favorable margins, which have been and may continue to be negatively affected by numerous factors, many of which are beyond our control. To increase our revenue and sustain profitability, we must maintain and expand our existing client relationships and attract new clients. There can be no assurance that we will be able to achieve these objectives.
Our business could be adversely affected if we fail to retain our existing clients.
Our clients may terminate or reduce the scope of their relationships with us on short notice. Our ability to attract and retain clients is an important aspect of our competitiveness, and client loss could have a material adverse effect on our business, results of operations and financial condition.
We face significant competition.
The advertising and marketing services business is highly competitive and constantly changing. We compete on the basis of the quality of our work, our ability to protect confidential client information, our technology capabilities, and our pricing. Our competitors include large global holding companies, mid-sized agencies, boutique firms, technology companies, and in-house marketing teams. If we are unable to compete successfully, we could lose market share and clients to competitors.
We are making investments in new product offerings and technologies, including AI, that are inherently risky.
We have made and continue to make significant investments in AI, data analytics, and marketing technology through ONAR Labs, including the Retina AI platform and the broader ONAR Labs technology stack. There can be no assurance that client demand for these products will exist or be sustained at the levels we anticipate, or that these initiatives will generate sufficient revenue to justify our investment. Additionally, these investments may place demands on management and internal resources, and may involve significant upfront capital expenditures before generating meaningful revenue.
We are subject to risks related to our use of AI, including generative AI.
We are building AI features into our offerings and are investing in expanding our AI capabilities through ONAR Labs. The use of AI and generative AI involves significant technical complexity. Any disruption or failure in our AI offerings could result in delays or errors, which could damage our reputation and adversely affect our business. The AI regulatory landscape is evolving, and new regulations may increase our compliance costs or restrict our ability to use AI technologies in ways that are integral to our business strategy.
We are impacted by seasonal fluctuations in marketing, research, communications and advertising activity.
Our revenue, cash flow, operating results and other key operating and performance metrics vary from quarter to quarter due to the seasonal nature of our clients’ spending on the services we provide. Historically, client spending tends to be higher in the fourth quarter and lower in the first quarter. These seasonal fluctuations could cause our results to vary from the expectations of securities analysts and investors, which could adversely affect the price of our common stock.
| 9 |
| Table of Contents |
We expect to enter into strategic transactions in the future that may result in material changes in our operations.
Our business strategy relies on our ability to identify, complete, and successfully integrate strategic acquisitions. We completed the Juice Labs LLC acquisition and Retina AI acquisition in September 2025, and we expect to continue pursuing additional transactions. Any future transaction may result in a change in our business focus and may involve risks including the failure to achieve anticipated synergies, difficulty integrating acquired operations, and potential unknown liabilities.
We are a company with a limited operating history in our current form.
ONAR, LLC was initially formed in July 2021, and the Company completed its reverse merger in July 2024. Our strategy revolves around the acquisition of multiple operating businesses, and we have a limited track record of operating as a consolidated public company. You should consider and evaluate our operating prospects in light of the risks and uncertainties frequently encountered by companies in the early stages of development.
We will require additional financing in order to execute our business strategy.
We had negative working capital as of December 31, 2025, as a result of costs associated with acquisitions and investments in growing the business. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we anticipate the need for additional funding to meet our planned operating activities over the next 12 months. These conditions raise substantial doubt about our ability to continue as a going concern. We may not be able to borrow or raise additional capital in the future to meet our needs, which might result in the value of our common stock decreasing. We are actively pursuing refinancing of near-term debt maturities, raising additional equity or debt capital, and driving revenue growth to address our liquidity needs.
We face risks associated with integrating acquired businesses.
Our growth strategy depends on our ability to successfully integrate acquired businesses, including Juice Labs LLC and Retina AI. The integration of acquired businesses involves significant challenges, including: the difficulty of integrating acquired products, services or operations; the potential disruption of ongoing businesses; difficulties in maintaining uniform standards, controls, procedures and policies; the potential impairment of relationships with employees and clients; and potential unknown liabilities associated with acquired businesses. Our inability to successfully integrate acquisitions could have a material adverse effect on our business.
The security of our computer systems may be breached.
The use of our products involves the storage, transmission and processing of our clients’ data. Individuals or entities may attempt to penetrate our computer systems. If successful, they could compromise confidential client data. Any actual or perceived breach of data security could adversely affect our reputation, client relationships, and business.
We face legal, reputational and financial risks from any failure to protect client data from security incidents or cyberattacks.
We and our third-party service providers rely on information technology infrastructure. As the breadth and complexity of this infrastructure grows, the potential risk of security breaches and cyberattacks increases. We are subject to extensive data privacy laws and regulations, and any failure to comply could result in significant fines and damage to our reputation.
We rely on our management and key personnel.
We are dependent upon the personal efforts and abilities of our management, including Claude Zdanow (Chief Executive Officer and Chief Financial Officer), Chris Becker (President), and other key members of our management team and subsidiary leadership. The loss of any key personnel could have a material adverse effect on our business. We do not currently maintain key person life insurance policies on our executive officers.
| 10 |
| Table of Contents |
Our business is dependent on our ability to keep our supply of skills and resources in balance with client demand.
Employees, including creative, technology, data science, media, and account specialists, and their skills and relationships with clients, are among our most important assets. Our ability to serve our clients and grow our business depends on our ability to attract, develop, and retain talented people. Competition for qualified personnel is intense, and we may not be able to attract and retain the skilled employees we need.
Our operating results may fluctuate due to factors that are difficult to forecast and not within our control.
Our past operating results may not be accurate indicators of future performance. Our operating results have fluctuated in the past and could fluctuate in the future due to factors including our ability to manage working capital, generate demand in targeted markets, satisfy client demands cost-effectively, and adjust costs for changes in demand.
Our Chief Executive Officer controls a majority of our voting securities.
Our Chief Executive Officer, Claude Zdanow, beneficially owns a significant percentage of the issued and outstanding shares of our common stock and also holds all 1,000 outstanding shares of Series A Preferred Stock, which carry super-majority voting rights. As a result, Mr. Zdanow has the ability to influence matters affecting stockholders, including the election of directors and the approval of significant corporate transactions. While the Company expanded its Board during 2025 with the addition of independent directors, Mr. Zdanow’s voting control remains significant and could discourage potential acquisition proposals and delay or prevent a change of control. In addition, on August 31, 2025, Mr. Zdanow began serving as the principal financial officer of the Company as well.
We have in the past and may in the future identify material weaknesses in our internal controls over financial reporting.
If we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. If we cannot assert that our internal controls over financial reporting are effective, or if our independent registered public accounting firm were to report a material weakness, we could lose investor confidence in the accuracy and completeness of our financial statements, which could materially adversely affect our business. Our internal controls may not prevent or detect misstatements due to inherent limitations, and even effective controls provide only reasonable assurance regarding the preparation and fair presentation of our financial statements. Failure to maintain adequate internal controls, implement required new or improved controls, or difficulties in their implementation could harm our business and operating results and prevent us from meeting our financial reporting obligations.
We identified material weaknesses in our internal control over financial reporting as of December 31, 2025. In particular, we failed to maintain (i) an effective control environment due to limited accounting personnel and insufficient segregation of duties across key financial reporting processes and (ii) effective controls over our financial reporting process, including controls over the preparation and review of financial statements, technical accounting analyses, reconciliations, and SEC reporting disclosures. For further discussion of the material weaknesses identified, see Part II, Item 9A, “Controls and Procedures.”
Risks Related to Our Common Stock
Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.
We have no committed source of financing. Wherever possible, our Board will attempt to use non-cash consideration to satisfy obligations. Our Board may issue shares of common stock to settle debts, fund operations, and compensate employees or consultants. These issuances would dilute the ownership interests of existing stockholders and may reduce the value of previously issued shares.
There is currently a limited public market for our common stock, which is volatile, sporadic and illiquid.
Although our common stock trades on the OTCQB Market maintained by OTC Markets, to date only a limited number of shares have been regularly traded. There can be no assurance that a more active trading market will develop. Even if a more significant trading market develops, we cannot predict how liquid that market might become. Factors such as quarterly variations in results, competitive announcements, commencement of litigation, and general market conditions could cause wide fluctuations in the trading price of our common stock.
We have not paid any cash dividends and have no plans to issue cash dividends in the future.
We have not paid any cash dividends on our common stock to date and do not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that all earnings, if any, will be retained to finance our operations.
| 11 |
| Table of Contents |
Our common stock is considered a penny stock under SEC rules.
Our common stock is a penny stock under applicable SEC rules. Unless we maintain a per-share price above $5.00 or obtain a listing on a national securities exchange, transactions in our common stock are subject to additional requirements that may reduce the level of trading activity and make it more difficult for investors to sell their shares.
There may not be sufficient liquidity in the market for our securities.
The market price of our common stock has been, and is likely to continue to be, highly volatile. There have been, and may be, periods of minimal or nonexistent trading activity in our shares. Investors who purchase our common stock may have difficulty selling their shares at a price that is attractive or at all.
Risks Related to Our Governing Documents and Nevada Law
Our Articles of Incorporation and Bylaws limit the liability of, and provide indemnification for, our officers and directors.
Our Articles of Incorporation and Bylaws, as amended, generally limit our officers’ and directors’ personal liability to the Company and its stockholders for breach of fiduciary duty except for certain specified matters. These provisions could result in substantial expenditures by the Company and may discourage lawsuits against directors and officers.
Anti-takeover provisions in our governing documents and Nevada law might discourage, delay or prevent a change in control.
Our Articles of Incorporation, Bylaws, and Nevada law contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. Any provision that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares.
We incur ongoing costs and expenses for SEC reporting and compliance.
In order for us to remain in compliance with our reporting requirements, we may require additional capital and/or future revenues to cover the cost of these filings. If we are unable to meet these costs through our operations, we may not be able to remain in compliance, which could adversely affect investors’ ability to resell their shares.
Our insurance may not provide adequate levels of coverage against claims.
We maintain insurance that we believe is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Any loss incurred could have a material adverse effect on our business.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY.
Risk Management and Strategy
The Company establishes safeguards for protecting the confidentiality, integrity, and availability of our data, technology, and information systems.
As of and for the year ended December 31, 2025,
| 12 |
| Table of Contents |
Governance; Board Oversight of Cybersecurity Risks
The Board is responsible for the oversight of cybersecurity risks facing the Company. The Company does not currently have a separately designated cybersecurity committee or a formal cybersecurity governance framework. The Company’s Chief Executive Officer is responsible for assessing and managing material cybersecurity risks and reports to the Board on cybersecurity matters as they arise. The Board is informed of cybersecurity incidents and developments on an as-needed basis. The Company relies on its technology team and third-party service providers to implement technical safeguards, monitor systems, and respond to cybersecurity threats. Management intends to evaluate the establishment of more formalized cybersecurity governance structures, policies, and reporting protocols.
ITEM 2. PROPERTIES
None.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. Except as disclosed below, we are not currently involved in any legal proceedings that we believe could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations.
Prior litigation and other matters which have since been settled, are described in, and incorporated by reference in, this “Item 3. Legal Proceedings” of this Annual Report on Form 10-K from, “Part II” - “Item 8. Financial Statements and Supplementary Data” in the Notes to Consolidated Financial Statements in “Note 6. Commitments and Contingencies”.
The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
Feinberg Personal Trust v. ONAR, LLC
On November 7, 2025, Jeffrey L. Feinberg Personal Trust (“Feinberg”) filed a complaint against ONAR, LLC in the Superior Court of the State of Delaware, Case No. N25C-11-060 SPL. The complaint alleges breach of contract and unjust enrichment related to a Senior Secured Promissory Note originally issued by Integrum Group, LLC (the Company’s predecessor entity) dated March 18, 2024, in the principal amount of $1,500,000 (the “Note”). Feinberg alleges that the Note matured on March 18, 2025, and that the amounts due thereunder have not been repaid.
The Company has retained counsel and filed its Answer and Affirmative Defenses, vigorously denying the claims asserted and raising multiple affirmative defenses. Among other defenses, the Company has asserted that Feinberg failed to provide required notice of an Event of Default under the Note, that Feinberg frustrated the Company’s ability to comply with the terms of the Note by making disparaging and defamatory statements about the Company and its Chief Executive Officer to current and prospective investors, and that Feinberg is estopped from claiming the relief sought based on prior representations regarding the rollover of debt to equity in connection with the Company’s going-public transaction. The Company has also asserted that it previously issued shares of common stock to Feinberg pursuant to the Note’s terms and that Feinberg accepted and continues to hold such shares. The Company intends to vigorously defend itself against this action.
| 13 |
| Table of Contents |
Prior to the filing of the complaint, in October 2025, the Company, through counsel at Winston & Strawn LLP, sent a cease-and-desist letter to Feinberg’s counsel demanding that Feinberg immediately cease making false and defamatory statements about the Company and its officers to other shareholders and investors. The Company reserves its rights to pursue all available counterclaims and remedies in connection with this matter.
The litigation is in its early stages and discovery has not yet commenced. At this time, management does not believe the ultimate resolution of this matter will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
Payroll Tax Liabilities
For the year ended December 31, 2023, the Company did not remit federal income tax, social security, Medicare or local and state income taxes which were withheld from the Company’s employees’ payroll. The Company has estimated and accrued fines and penalties associated with the amounts which have not been remitted and includes this amount in accrued expenses in the accompanying consolidated balance sheets. As of December 31, 2025 and 2024, the balance due was $646,113 and $516,807, respectively.
The Company’s tax representatives are engaged in active discussions with the relevant taxing authorities to resolve this matter and negotiate a structured payment plan arrangement. As of the date of this filing, no enforcement action has been initiated by any taxing authority in connection with these liabilities. Management believes it is possible that a portion of the accrued penalties and interest may be abated or forgiven through the negotiation process, consistent with established IRS and state tax authority relief programs available to qualifying taxpayers. The Company continues to work diligently toward a resolution and expects to finalize a payment arrangement during 2026.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
| 14 |
| Table of Contents |
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market for Common Stock
Our common stock was approved for quotation on the OTC Pink Market maintained by OTC Markets under the symbol “RELT” on or around January 24, 2020, and trading of our common stock has since moved to the OTCQB Market maintained by OTC Markets. On February 3, 2025, the symbol was changed to “ONAR”. The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks”, as well as volume information.
The following table sets forth the range of high and low sales prices for our common stock for each of the periods indicated as reported by the OTCQB Market. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Due to the fact that trading in our common stock is extremely sporadic, with multiple trading days where no trading occurs, and limited, with many trading days trading less than 3,000 shares of common stock, we believe the high and low sales prices below should not be relied upon as a basis for determining the value of our common stock.
12 Month Period Ended December 31, 2025 |
| High |
|
| Low |
| ||
|
|
|
|
|
|
| ||
Quarter ended December 31, 2025 |
| $ | 0.04 |
|
| $ | 0.02 |
|
Quarter ended September 30, 2025 |
| $ | 0.14 |
|
| $ | 0.02 |
|
Quarter ended June 30, 2025 |
| $ | 0.09 |
|
| $ | 0.03 |
|
Quarter ended March 31, 2025 |
| $ | 0.17 |
|
| $ | 0.04 |
|
12 Month Period Ended December 31, 2024 |
| High |
|
| Low |
| ||
|
|
|
|
|
|
| ||
Quarter ended December 31, 2024 |
| $ | 0.10 |
|
| $ | 0.06 |
|
Quarter ended September 30, 2024 |
| $ | 0.12 |
|
| $ | 0.06 |
|
Quarter ended June 30, 2024 |
| $ | 0.28 |
|
| $ | 0.03 |
|
Quarter ended March 31, 2024 |
| $ | 0.28 |
|
| $ | 0.06 |
|
Holders
As of June 11, 2026, we had 182,178,195 shares of common stock outstanding, held by 48 stockholders of record.
Dividends
To date, we have not declared or paid any dividends on our outstanding shares. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings to finance our operations and future growth, our Board will have discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements and other factors, which our Board may deem relevant.
| 15 |
| Table of Contents |
There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:
1. | We would not be able to pay our debts as they become due in the usual course of business, or; |
| 2. | Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution. |
Recent Sales of Unregistered Securities
There were no unregistered sales of equity securities sold during the period covered by this Annual Report on Form 10-K that were not previously included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include our ability to continue as a going concern; unfavorable economic conditions; changes in client demand; our ability to maintain our existing clients; our ability to develop new product offerings; our ability to deploy artificial intelligence (“AI”) in our business and the development of AI by our competitors; seasonal fluctuations in marketing, research, communications and advertising activity; the impact of future strategic transactions; our lack of a significant operating history; the need for additional funding, our ability to raise such funding, and the ultimate terms thereof; the level of competition in the industries in which we compete; the security of our computer systems and our ability to securely store client data; the loss of key personnel or failure to attract, integrate and retain additional personnel; fluctuations in our operating results; corporate governance risks; the impacts of global epidemics, pandemics and similar health issues; material weaknesses in our internal controls; dilution to existing stockholders caused by the issuance of additional shares of our common stock; the lack of a significant market for our common stock, and the volatile nature thereof; our failure to pay cash dividends; the status of our common stock as a “penny stock”; lack of liquidity in the market for our stock; our blank check preferred stock and ability to issue significant shares of common stock; costs and expenses associated with being a public company; changes in client demand; and other risks that might be detailed from time to time in our filings with the SEC. Although the forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, its audited financial statements and related notes elsewhere in this Form 10-K, which have been prepared in accordance with accounting principles generally accepted in the United States.
| 16 |
| Table of Contents |
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As disclosed in Note 1 to the consolidated financial statements, the Company has incurred recurring operating losses and has an accumulated deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans to address these conditions include pursuing additional equity and debt financing, continuing to grow revenue through organic client acquisition and strategic acquisitions, optimizing the cost structure across the agency network, and monetizing the Company’s proprietary technology platform through SaaS and data product offerings. The Company has also taken steps to improve its capital structure, including the conversion of outstanding notes payable into equity and the divestiture of non-core assets to reduce operating costs.
There can be no assurance that these plans will be successful. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital, achieve profitable operations, and generate sufficient cash flows from operations.
Overview
Corporate Information
Our principal executive offices are located at 990 Biscayne Blvd, 5th Floor, Miami, FL 33132, and our telephone number is (213) 437-3081.
Summary Description of Business Operations
ONAR
On July 25, 2024, Reliant Holdings acquired HLDCO, LLC and its wholly owned subsidiary, Integrum Group LLC, which was subsequently renamed and rebranded as ONAR (“ONAR”). Due to the relative significance of HLDCO, LLC, we account for this acquisition as a reverse acquisition. ONAR is a technology-enabled marketing platform that acquires and integrates specialist marketing agencies to build a unified, data-driven operating network. The Company focuses on middle-market brands seeking enterprise-grade marketing capabilities without enterprise-level cost or complexity.
During 2025, ONAR executed a transformative year of strategic activity. The Company completed the acquisition of Juice Labs LLC and the Retina AI software platform in September 2025, merged its Storia and Juice agency brands under the JUICE banner, launched ONAR Labs as its technology and innovation division, strengthened its Board with the addition of several independent directors including the appointment of Scott Kauffman as Chairman, and completed the divestiture of non-core legacy assets.
ONAR currently operates through the following key business units:
JUICE: A performance digital marketing agency offering full-spectrum paid media, creative, data science, web development, and strategy services. JUICE has driven over $2.5 billion in client revenue, maintains an average client tenure of over three years, and was ranked #105 on the Inc. 5000 list of fastest-growing companies. Since the acquisition of Juice Labs LLC in September 2025, ONAR has merged the Storia and Juice agency operations together under the JUICE brand going forward.
Of Kos: A healthcare marketing agency named after Hippocrates of Kos, specializing in medical lab and genetic testing marketing. Of Kos maintains HIPAA-compliant marketing solutions and achieves approximately 44% net operating income to sales ratio. In January 2026, the Company completed the sale of substantially all assets of VMED Services, LLC, which conducted operations under the Of Kos brand, pursuant to a $1.5 million secured, seller-financed promissory note. The Company retained all intellectual property related to the Of Kos brand name and continues to view healthcare marketing as a strategic vertical.
| 17 |
| Table of Contents |
ONAR Labs: The Company’s innovation and technology division, which centralizes technology development, data architecture, and AI-enabled optimization across the agency network. ONAR Labs houses the proprietary technology stack including Retina AI (predictive customer intelligence), Cortex (real-time analytics backbone), Agentic Ops (autonomous execution layer), and the QA Layer (deploy-blocking governance). ONAR Labs is designed to drive higher-margin, recurring-revenue opportunities from SaaS and data products.
As a network, ONAR is structured for strategic mergers and acquisitions. The Company’s model leverages declining private-market valuations and rising costs of capital to consolidate specialist agencies at fair multiples and improve their operating performance through shared technology, centralized finance, and data-driven optimization. By utilizing its public-company platform, ONAR enables agency founders to exchange private ownership for liquidity and future upside in a scalable public vehicle.
ONAR’s agencies collectively serve B2B and B2C clients across diverse sectors, including consumer products, manufacturing, business services, technology, e-commerce, and healthcare. Core services across the network include paid digital advertising, search-engine optimization, conversion-rate optimization, web development, creative production, and field marketing.
Divestitures and Legacy Asset Transitions
During 2025 and into early 2026, the Company executed a disciplined portfolio simplification strategy to exit non-core legacy businesses and focus resources on its higher-growth, higher-margin AI-enabled marketing and technology platform:
Reliant Pools: Through the Company’s wholly owned subsidiary Reliant Holdings, Inc., the Company historically operated a legacy custom swimming-pool construction business in the greater Austin, Texas market. The pool business was non-core to ONAR’s strategic focus on marketing, technology, and AI-driven growth. On January 19, 2026, the Company entered into a Stock Purchase Agreement to divest 100% of the issued and outstanding shares of Reliant Pools, Inc. to Elijah May, effective as of December 31, 2025. The completion of this divestiture marks the final step in exiting the Company’s legacy pools segment.
VMED Services / Of Kos Assets: On January 8, 2026, ONAR’s subsidiary completed the sale of substantially all assets of VMED Services, LLC, which operated under the Company’s healthcare-focused Of Kos agency brand, to VMED Consulting Inc. pursuant to a definitive Asset Purchase Agreement. The stated purchase price is a promissory note in the principal amount of $1,500,000, secured by collateral and supported by a personal guaranty, with monthly payments commencing post-closing and a final balloon payment due on the sixth anniversary of the closing date. The transaction expressly excludes intellectual property related to the Of Kos brand name from the sale.
These divestitures allow ONAR to enter 2026 with a clean, focused operating model centered on performance digital marketing, AI-enabled technology, and the continued build-out of the ONAR Labs platform.
Plan of Operations
During 2025, the Company executed a transition plan focused on strengthening its balance sheet, streamlining operations, and positioning ONAR for scalable, sustainable growth. Looking ahead to 2026, our plan of operations centers on the following priorities:
Refinancing and Capital Structure Optimization. A significant portion of the Company’s short-term debt was incurred to fund the closing of the Juice Labs acquisition and related integration activities. Management’s plan from inception of that financing was to refinance these short-term obligations into longer-term, more sustainable debt or equity aligned with the Company’s growth profile. In December 2025, the Company retired $311,000 in debt through voluntary equity conversion, reducing future interest expense and simplifying its capital structure. The Company continues to actively pursue refinancing of remaining near-term debt maturities into longer-term, lower-cost obligations.
| 18 |
| Table of Contents |
Revenue Growth and Client Acquisition. The Company preannounced expected record fourth quarter 2025 revenue of approximately $1.5 million, representing approximately 39% sequential growth over Q3 2025 revenue of approximately $1.077 million. In December 2025, the Company signed new client contracts representing over $400,000 in annual recurring subscription revenue on a run-rate basis heading into 2026. Management expects to continue driving net-new revenue through a combination of organic client acquisition and the deployment of new technology-driven offerings through ONAR Labs.
ONAR Labs Technology Development. ONAR Labs is integrating the Sour Grapes technology platform (acquired through the Juice Labs acquisition) and the Retina AI analytics platform to create a unified data and AI operating system for ONAR’s network. The technology stack, consisting of Retina AI, Cortex, Agentic Ops, and the QA Layer, is designed to expand recurring-revenue opportunities through technology licensing, data intelligence, and automation tools for both ONAR’s agency clients and potential third-party SaaS offerings.
Portfolio Simplification. The Company completed the divestiture of both Reliant Pools and the VMED/Of Kos operating assets effective December 31, 2025 and January 8, 2026, respectively. These actions remove non-core operational complexity and related overhead, allowing management to focus resources on higher-growth, higher-margin marketing and technology services.
Strategic Acquisitions. The Company continues to evaluate potential acquisitions of specialist marketing and technology agencies that can benefit from ONAR’s shared technology infrastructure, centralized finance, and data-driven optimization capabilities. Management is in active discussions with multiple potential targets.
While we do not currently have committed additional sources of capital, we are actively evaluating financing options, including potential equity raises, strategic debt facilities, and partnership opportunities. We expect these efforts, combined with ongoing cost discipline and debt restructuring initiatives, to extend our operating runway and fund our growth plan. If we are unable to access additional capital moving forward, it may limit our ability to grow and to generate future revenues.
Results of Operations
For the Year Ended December 31, 2025, Compared to the Year Ended December 31, 2024
We had revenue of $3,179,519 for the year ended December 31, 2025, compared to revenue of $1,953,491 for the year ended December 31, 2024, an increase of $1,226,028 or 63% from the prior period. Revenues increased primarily due to our acquisition of JUICE coupled with changes in the Company’s customer mix and an emphasis on higher margin customers which was partially offset by the reclassification of the revenues of Reliant Pools within discontinued operations.
We had cost of goods sold of $3,031,807 for the year ended December 31, 2025, compared to cost of goods sold of $2,023,282 for the year ended December 31, 2024, an increase of $1,008,525 or 50% from the prior period. Cost of goods sold increased mainly due to our acquisition of JUICE, which was offset by the reclassification of the cost of goods sold of Reliant Pools within discontinued operations.
We had operating expenses of $7,656,017 for the year ended December 31, 2025, compared to operating expenses of $1,833,022 for the year ended December 31, 2024. General and administrative expenses increased by $6,120,845 or 488% from the prior period mainly due to stock-based compensation, our acquisition of JUICE and increases in costs for being a public company, which was offset by the reclassification of the general and administrative expenses of Reliant Pools within discontinued operations.
We had interest expense of $1,557,476 for the year ended December 31, 2025, compared to interest expense of $436,861 for the year ended December 31, 2024, due to interest costs in connection with new loans during 2025 to fund operations as described in greater detail under “Liquidity and Capital Resources” below.
| 19 |
| Table of Contents |
Liquidity and Capital Resources
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As disclosed in Note 1 to the consolidated financial statements, the Company has incurred recurring operating losses and has an accumulated deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans to address these conditions include pursuing additional equity and debt financing, continuing to grow revenue through organic client acquisition and strategic acquisitions, optimizing the cost structure across the agency network, and monetizing the Company’s proprietary technology platform through SaaS and data product offerings. The Company has also taken steps to improve its capital structure, including the conversion of outstanding notes payable into equity and the divestiture of non-core assets to reduce operating costs.
There can be no assurance that these plans will be successful. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital, achieve profitable operations, and generate sufficient cash flows from operations.
We had total assets of $3,807,247 as of December 31, 2025, consisting of total current assets of $257,657. We had total liabilities of $9,666,472 as of December 31, 2025, all of which was current as of December 31, 2025. We had a working capital deficit of $9,408,815 as of December 31, 2025, compared to a working capital deficit of $3,938,823 as of December 31, 2024.
We used $1,592,032 of cash in operating activities from continuing operations for the year ended December 31, 2025, as compared to $1,741,493 of net used in operating activities from continuing operations for the year ended December 31, 2024. Net cash used in operating activities for the 2025 period was mainly due to our net loss of $9,276,897. Net cash used in operating activities for the 2024 period was mainly due to our net loss of $3,083,156.
We had $1,809,109 of net cash used in investing activities from continuing operations for the year ended December 31, 2025, as compared to $69,078 used in investing activities for the year ended December 31, 2024. The key drivers for the change were the cash used for strategic acquisition.
We had $3,604,404 of cash provided by financing activities from continuing operations for the year ended December 31, 2025, which was mainly due to $3,844,128 of proceeds from the issuance of notes payable during the period. We had $2,169,821 of net cash provided by financing activities for the year ended December 31, 2024, which was mainly due to proceeds from the issuance of notes payable of $2,110,000 during the period.
We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.
In the future, we may be required to seek additional capital by selling additional debt or equity securities or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.
| 20 |
| Table of Contents |
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.
The Company’s critical accounting policies and significant areas of estimation include revenue recognition, goodwill and intangible asset valuation, business combinations (including purchase price allocation), stock-based compensation, debt instruments with embedded conversion features, and the assessment of going-concern considerations. These policies and estimates are described in detail in Note 1 to the Consolidated Financial Statements included in Item 8 of this Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
| 21 |
| Table of Contents |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
TABLE OF CONTENTS TO FINANCIAL STATEMENTS
|
| Page |
|
Report of Independent Registered Public Accounting Firm (PCAOB ID 1171) |
| F-2 |
|
|
|
|
|
Consolidated Balance Sheets |
| F-4 |
|
|
|
|
|
Consolidated Statements of Operations |
| F-5 |
|
|
|
|
|
Consolidated Statements of Stockholders’ Deficit |
| F-6 |
|
|
|
|
|
Consolidated Statements of Cash Flows |
| F-7 |
|
|
|
|
|
Notes to Consolidated Financial Statements |
| F-8 |
|
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To:
The Board of Directors and Stockholders of
ONAR Holding Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of ONAR Holding Corporation (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has experienced recurring losses from operations, negative cash flows from operating activities and has a working capital deficit as of December 31, 2025, which raise substantial doubt about its ability to continue as a going concern. Management’s plans to address these matters are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
| F-2 |
| Table of Contents |
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition - Advertising Management Services.
Description of the Matter
As described in Note 1 to the consolidated financial statements, the Company recognizes revenue from its Advertising Management Services revenue stream from strategic consulting, paid advertising, web development, and creative services provided under Master Services Agreements (“MSAs”) and related Statements of Work (“SOWs”). Revenue is recognized over time as the related performance obligations are satisfied based on the contractual terms over the applicable service period, generally at fixed monthly amounts.
We identified revenue recognition related to Advertising Management Services as a critical audit matter because auditing the Company’s determination of the timing and satisfaction of performance obligations involved a high degree of auditor judgment and effort. In particular, significant auditor judgment and effort was required in evaluating management’s assessment of the identification of performance obligations, the timing of satisfaction of such obligations, and whether revenue was recognized in the appropriate reporting period.
How the Critical Audit Matter Was Addressed in the Audit
The primary procedures we performed to assess this critical audit matter included the following, among others:
· | We obtained an understanding of the internal control processes utilized by the Company’s management to evaluate the timing and satisfaction of performance obligations with respect to recognition of Advertising Management Services revenue. |
|
|
· | We performed various substantive audit procedures to determine the timing and satisfaction of performance obligations with respect to revenue recognition for the Advertising Management Services revenue stream, including: |
| ■ | We evaluated a sample of customer agreements to assess management’s identification of performance obligations and determination of the transaction price in accordance with such agreements. |
|
|
|
| ■ | We performed substantive test of details over a sample of revenue transactions, including inspection of executed customer contracts, invoices, and relevant supporting documents to determine the transaction price and to evidence the delivery of services and recognition of revenue in the correct reporting period. |
|
|
|
| ■ | We tested the data integrity of third-party platform-generated information that is transferred to the Company for purposes of determining satisfaction of performance obligations, as stated in the customer contracts. |
/s/
Certified Public Accountants
PCAOB ID:
We have served as the Company’s auditor since 2024.
June 11, 2026
| F-3 |
| Table of Contents |
ONAR HOLDING CORPORATION
CONSOLIDATED BALANCE SHEETS
|
| December 31, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
| (recasted) |
| |||
ASSETS |
| |||||||
|
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Accounts receivable, net |
|
|
|
|
|
| ||
Investments in equity securities |
|
|
|
|
|
| ||
Investments in equity securities, related party |
|
|
|
|
|
| ||
Prepaid expenses and other current assets |
|
|
|
|
|
| ||
Note receivable, current portion |
|
|
|
|
|
| ||
Assets held for sale |
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Other assets: |
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
|
|
|
| ||
Intangible assets, net |
|
|
|
|
|
| ||
Goodwill |
|
|
|
|
|
| ||
Employee loan receivable, net |
|
|
|
|
|
| ||
Note receivable, net of current portion and discount |
|
|
|
|
|
| ||
Advance to affiliated entity |
|
|
|
|
|
| ||
Total other assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
| $ |
|
| $ |
| ||
Accrued expenses and other liabilities |
|
|
|
|
|
| ||
Lines of credit |
|
|
|
|
|
| ||
Deferred revenue |
|
|
|
|
|
| ||
Accrued expenses and advances, related party |
|
|
|
|
|
| ||
Notes payable |
|
|
|
|
|
| ||
Notes payable, related party, net of discounts |
|
|
|
|
|
| ||
Convertibles notes payable, net of discounts |
|
|
|
|
|
| ||
Liabilities held for sale |
|
|
|
|
|
| ||
Total current liabilities and total liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit: |
|
|
|
|
|
|
|
|
Preferred stock, |
|
|
|
|
|
| ||
Preferred stock, Series A, |
|
|
|
|
|
| ||
Preferred stock, Series B, |
|
|
|
|
|
| ||
Preferred stock, Series C, |
|
|
|
|
|
| ||
Preferred stock, Series D, |
|
|
|
|
|
| ||
Preferred stock Series E, |
|
|
|
|
|
| ||
Common stock, |
|
|
|
|
|
| ||
Additional paid-in capital |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total stockholders’ deficit |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ deficit |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
| Table of Contents |
ONAR HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
|
| 2025 |
|
| 2024 |
| ||
|
|
|
| (recast) |
| |||
Revenue (including $-0- and $81,955 of related party revenue, respectively, Note 5) |
| $ |
|
| $ |
| ||
Cost of revenues |
|
|
|
|
|
| ||
Gross profit (loss) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
| ||
Depreciation and amortization |
|
|
|
|
|
| ||
Total operating expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Other (income) expense: |
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
| ||
Transaction costs for merger |
|
|
|
|
|
| ||
Other (income) expense |
|
| ( | ) |
|
|
| |
Change in fair value of investments |
|
|
|
|
| ( | ) | |
Loss on extinguishment of notes payable |
|
|
|
|
|
| ||
Gain on sale of assets |
|
| ( | ) |
|
|
| |
Total other(income)expense |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Provision for income tax |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Loss from continuing operations |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Discontinued operations: |
|
|
|
|
|
|
|
|
Loss from operations of Reliant Pools |
|
| ( | ) |
|
| ( | ) |
Gain on deconsolidation of Reliant Pools |
|
|
|
|
|
|
| |
Income (loss) from discontinued operations |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Net loss |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Net loss per share - basic and diluted – continuing operations |
| $ | ( | ) |
| $ | ( | ) |
Net loss per share - basic and diluted – discontinued operations |
| $ |
|
| $ |
| ||
Net loss per share - basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
|
|
|
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
| Table of Contents |
ONAR HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
|
| Preferred Stock |
|
|
|
|
|
|
|
| Additional |
|
|
|
|
| Members’ |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||
|
| Series A |
|
| Series B |
|
| Series C |
|
| Series D |
|
| Series E |
|
| Common Stock |
|
| Paid in |
|
| Accumulated |
|
| Capital |
|
|
|
| ||||||||||||||||||||||||||||||||||
|
| Shares |
|
| Par Value |
|
| Shares |
|
| Par Value |
|
| Shares |
|
| Par Value |
|
| Shares |
|
| Par Value |
|
| Shares |
|
| Par Value |
|
| Shares |
|
| Par Value |
|
| Capital |
|
| Deficit |
|
| of HLDCO |
|
| Total |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Balance December 31, 2023 - Pre reverse merger |
|
| - |
|
| $ |
|
|
| - |
|
| $ |
|
|
| - |
|
| $ |
|
|
| - |
|
| $ |
|
|
| - |
|
| $ |
|
|
| - |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of reverse merger (Note 2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2023 - Post reverse merger |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by members of HLDCO |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to members of HLDCO |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration transferred for acquisition of HLDCO |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of preferred shares |
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares upon issuance of replacement notes payable |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares for services |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of stock options for services |
|
| - |
|
|
| |
|
|
| - |
|
|
| |
|
|
| - |
|
|
| |
|
|
| - |
|
|
| |
|
|
| - |
|
|
| |
|
|
| - |
|
|
| |
|
|
| |
|
|
|
|
|
| |
|
|
| |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Series E preferred stock for software |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Series E preferred stock for note payable |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares and warrants with debt |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of Series E preferred stock |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of notes payable and accrued interest |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of preferred shares |
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contributed from gain on settlement of related party notes payable |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement of convertible notes payable |
|
| - |
|
|
| |
|
|
| - |
|
|
| |
|
|
| - |
|
|
| |
|
|
| - |
|
|
| |
|
|
| - |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| - |
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |||||||||||||
*Shares and per share data are presented on a retroactive basis to give effect to the reverse recapitalization.
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
| Table of Contents |
ONAR HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
|
| 2025 |
|
| 2024 |
| ||
Operating Activities |
|
|
| (recast) |
| |||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
| ||
Amortization of employee loan receivable |
|
|
|
|
|
| ||
Amortization of debt discount |
|
|
|
|
|
| ||
Change in fair value of investments |
|
|
|
|
| ( | ) | |
Shares and options issued for services |
|
|
|
|
|
| ||
Employee loan receivable interest income and extension fee |
|
| ( | ) |
|
|
| |
Extension fees added to principal of notes payable, related party |
|
|
|
|
|
| ||
Gain on sale of assets |
|
| ( | ) |
|
|
| |
Loss on extinguishment of notes payable |
|
|
|
|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
|
|
| ( | ) | |
Accounts receivable, related party |
|
|
|
|
| ( | ) | |
Prepaid expenses and other current assets |
|
| ( | ) |
|
| ( | ) |
Accounts payable |
|
|
|
|
|
| ||
Accrued expenses and other liabilities |
|
|
|
|
|
| ||
Accrued expenses and advances, related party |
|
| ( | ) |
|
| ( | ) |
Deferred revenue |
|
| ( | ) |
|
|
| |
Net cash used in operating activities – continuing operations |
|
| ( | ) |
|
| ( | ) |
Net cash provided by operating activities – discontinued operations |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
|
|
| ( | ) | |
Proceeds from acquisition of Retina AI |
|
|
|
|
|
| ||
Acquisitions of subsidiaries, net of cash received |
|
| ( | ) |
|
|
| |
Advance to affiliate |
|
| ( | ) |
|
| ( | ) |
Acquisition of intangible assets |
|
|
|
|
|
| ||
Net cash used in investing activities – continuing operations |
|
| ( | ) |
|
| ( | ) |
Net cash used in investing activities – discontinued operations |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
|
Proceeds from issuance of notes payable |
|
|
|
|
|
| ||
Repayment of notes payable |
|
| ( | ) |
|
| ||
Proceeds from sale of preferred stock |
|
|
|
|
|
| ||
Proceeds from issuance of notes payable, related party |
|
|
|
|
|
| ||
Repayment of notes payable, related party |
|
| ( | ) |
|
| ( | ) |
Proceeds from convertible notes payable |
|
|
|
|
|
| ||
Payments on convertible notes payable |
|
| ( | ) |
|
|
| |
Advances from related party |
|
|
|
|
|
| ||
Repayment of advances from related party |
|
|
|
|
| ( | ) | |
Repayment of line of credit |
|
| ( | ) |
|
| ( | ) |
Proceeds/repayments from line of credit |
|
|
|
|
|
| ||
Distributions to members of HLDCO, the legal acquiree |
|
|
|
|
| ( | ) | |
Contributions from members of HLDCO, the legal acquiree |
|
|
|
|
|
| ||
Net cash provided financing activities – continuing operations |
|
|
|
|
|
| ||
Net cash used in financing activities – discontinued operations |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Net change in cash |
|
|
|
|
|
| ||
Cash - beginning of year |
|
|
|
|
|
| ||
Cash - end of year* |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Supplemental cash flow disclosures | ||||||||
Interest paid |
| $ |
|
| $ |
| ||
Income taxes paid |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing and financing activities | ||||||||
Notes payable and accrued interest converted to common stock |
| $ |
|
| $ |
| ||
Conversion of Series B preferred stock to common stock |
| $ |
|
| $ |
| ||
Payment of accrued expenses through related party note payable |
| $ |
|
| $ |
| ||
Accrued liabilities paid by related party note payable |
| $ |
|
| $ |
| ||
Discounts recognized from convertible notes payable |
| $ |
|
| $ |
| ||
Debt discount for warrants issued with debt |
| $ |
|
| $ |
| ||
Line of credit converted to note payable |
| $ |
|
| $ |
| ||
Purchase of software through issuance of Series E Preferred stock |
| $ |
|
| $ |
| ||
Fair value of shares issued for acquisition of Reliant Holdings, Inc. |
| $ |
|
| $ |
| ||
Investment in equity securities received in settlement of accounts receivables, related party |
| $ |
|
| $ |
| ||
Investment in equity securities received for services |
| $ |
|
| $ |
| ||
Conversion of preferred stock to common stock |
| $ |
|
| $ |
| ||
Issuance of common stock for settlement of convertible notes payable |
| $ | |
|
| $ | |
|
* See Notes 1 and 2 for reconciliation of cash attributable to discontinued operations
The accompanying notes are an integral part of these consolidated financial statements.
| F-7 |
| Table of Contents |
ONAR Holding Corporation
Notes to the Consolidated Financial Statements
Note 1. The Company and Summary of Significant Accounting Policies
The Company
ONAR Holding Corporation (the “Company”) was formed as a Nevada corporation under the name Reliant Holdings, Inc. on May 19, 2014. On May 23, 2014, Reliant Holdings, Inc., along with Reliant Pools, Inc., formerly Reliant Pools, G.P., which was formed in September 2013 (“Reliant Pools”) and the shareholders of Reliant Pools, entered into an Agreement for the exchange of common stock whereby Reliant Pools, Inc. became a wholly-owned subsidiary of Reliant Holdings, Inc. Reliant Holdings, Inc. designs, and installs swimming pools.
On July 25, 2024, the Company acquired HLDCO, LLC (“HLDCO”) and its subsidiary Integrum Group LLC (“Integrum”) through a reverse merger (the “Reverse Merger”) whereby the shareholders of HLDCO entered into an agreement to contribute the membership interests of HLDCO to the Company in return for common stock of the Company, following which HLDCO became a wholly-owned subsidiary of Reliant Holdings Inc. and the shareholders of HLDCO owned a majority of the common stock of the Company.
Following the completion of the Reverse Merger, Integrum Group LLC was renamed ONAR LLC (“ONAR”) to align with the Company’s corporate rebranding as ONAR Holding Corporation. ONAR serves as the operating entity for the Company’s marketing and technology-enabled agency network. The Company’s principal executive offices are now located at 990 Biscayne Blvd, 5th Floor, Miami, Florida 33132. ONAR specializes in marketing solutions through a technology-enabled independent agency brand network, providing services across industries including performance digital marketing, healthcare marketing, and experiential marketing.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception, has negative working capital and has not generated positive cash flows from operations since inception. The Company generated a loss of $
The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plans with respect to operations include aggressive marketing and raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that aggressive marketing combined additional financing, as necessary, will result in improved operations and cash flows in the future. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
| F-8 |
| Table of Contents |
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.
Cash and Cash Equivalents
We consider all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. We had no cash equivalents at December 31, 2025 and 2024.
At December 31, 2025 and 2024 our cash balances were within the following financial statement line items.
|
| 2025 |
|
| 2024 |
| ||
Cash |
| $ |
|
| $ |
| ||
Assets held for sale |
|
|
|
|
|
| ||
Total cash |
| $ |
|
| $ |
| ||
Revenue Recognition
The Company accounts for revenue in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codifications (“ASC”) 606, ‘Revenue from Contracts with Customers’ (“ASC 606”).
A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of accounting in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price. Determining relative standalone selling price and identifying separate performance obligations requires judgment. Contract modifications may occur in the performance of the Company’s contracts. Contracts may be modified to account for changes in the contract specifications, requirements or duration. If a contract modification results in the addition of performance obligations priced at a standalone selling price or if the post-modification services are distinct from the services provided prior to the modification, the modification is accounted for separately. If the modified services are not distinct, they are accounted for as part of the existing contract.
Pool Sale Revenues – Discontinued operations
Performance Obligations
The Company’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct.
Performance Obligations Satisfied Over Time
| F-9 |
| Table of Contents |
Performance Obligations Satisfied at a Point in Time
Revenue for The Company’s contracts that do not satisfy the criteria for over time recognition is recognized at a point in time. Substantially all of The Company’s revenue recognized at a point in time is for work performed for pool maintenance or repairs. Unlike The Company’s construction contracts that use a cost-to-cost input measure for performance, the pool maintenance or repairs utilize an output measure for performance based on the completion of a unit of work. The typical time frame for completion of these services is less than one month. Upon fulfillment of the performance obligation, the customer is provided with an invoice (or equivalent) demonstrating transfer of control or completion of service to the customer. We believe that point in time recognition remains appropriate for these contracts and will continue to recognize revenues upon completion of the performance obligation and the issuance of an invoice.
Contract modifications are routine in the performance of The Company’s contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.
Backlog
On December 31, 2025, we had approximately $
Contract Estimates
Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, we estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract.
Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors.
Variable Consideration
Transaction price for the Company’s contracts may include variable consideration, which includes increases to transaction price for approved and unapproved change orders, claims and incentives, and reductions to transaction price for liquidated damages. Change orders, claims and incentives are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. We estimate variable consideration for a performance obligation at the most likely amount to which we expect to be entitled (or the most likely amount we expect to incur in the case of liquidated damages), utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages). We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or excluded from transaction price in the case of liquidated damages) are not resolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. No adjustments on any one contract was material to the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024.
| F-10 |
| Table of Contents |
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) on the consolidated balance sheet. On the Company’s construction contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Generally, billing occurs prior to revenue recognition, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period.
The Company’s revenues are disaggregated into the following categories:
|
| Pool Services (discontinued operations) |
|
| Advertising and Marketing |
| ||
Revenue |
| $ |
|
| $ |
| ||
Advertising Management Services
The Company enters into Master Services Agreement (“MSA”) and Scope of Work (“SOW”) which govern the terms of the Company’s performance obligation for purposes of revenue recognition.
The Company’s performance obligation is a single performance obligation, Advertising Management Services which encompasses the following integrated and interdependent services:
| 1. | Strategic Consulting: Development of marketing strategies, including competitive analysis, campaign performance evaluations, and recommendations for campaign execution and optimization in the digital space. |
|
|
|
| 2. | Paid Advertising: Execution of digital advertising campaigns leveraging data analytics, machine learning, and artificial intelligence across a range of digital platforms. Ongoing optimization of these campaigns to achieve optimal results for the client is part of the process, as well as iterative creative services to help achieve results. Continuous monitoring and adjustment of the advertising campaigns is achieved through bi-weekly consultations with the client to review performance and implement optimizations. |
|
|
|
| 3. | Web Development: The creation and development of websites, landing pages, ecommerce platforms, and other web assets is often supplemental to the Paid Advertising being executed for clients. This includes optimization of existing web assets with services such as search engine optimization and conversion rate optimization. |
|
|
|
| 4. | Creative Services: The creation or redevelopment of creative assets is another service area offered. Typically, the creative services are limited to Web Development or the execution of creative services needed to support Paid Advertising. In some cases, full brand development and brand strategy work is included in the Creative Services offering. |
These services are integrated and interdependent, all contributing to the goal of improving the Client’s business performance, revenue, and brand awareness over time. Revenue is recognized over time as the services are provided and the performance obligation is satisfied, consistent with the ongoing optimization efforts. Amounts recognized but not yet invoiced to the customer are included as ‘contract assets’ within the accompanying consolidated balance sheets.
A monthly retainer is charged for ongoing services. Any additional services outside the agreed-upon scope, such as the inclusion of additional services, are subject to prior written approval and will result in additional fees. Retainers received for future services are classified as ‘deferred revenue’ within the accompanying consolidated balance sheets.
| F-11 |
| Table of Contents |
Executive Management Services
The Company’s chief executive officer and financial team provide executive management services to certain affiliated entities at a fixed monthly rate. Revenue is recognized over time as the services are provided and the performance obligation is satisfied, consistent with the ongoing benefits the affiliated entities receive as the services are rendered.
Accounts Receivable and Accounts Receivable, Related Party
The Company does not charge interest to its customers and carries its customers’ receivables at their face amounts, less an allowance for doubtful accounts. Included in accounts receivable are balances billed to customers pursuant to retainage provisions in certain contracts that are due upon completion of the contract and acceptance by the customer, or earlier as provided by the contract. Based on the Company’s experience in recent years, the majority of customer balances at each balance sheet date are collected within twelve months. As is common practice in the industry, the Company classifies retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year.
The Company grants trade credit, on a non-collateralized basis (with the exception of lien rights against the property in certain cases), to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company records an allowance for credit losses to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, current economic trends and expected future losses. Accounts are considered delinquent when payments have not been received within 30 days and are written off when management determines that collection is not probable. During the years ended December 31, 2025 and 2024, the Company recognized allowances for future credit losses totaling approximately $
Classification of Construction Contract-related Assets and Liabilities
Contract assets, which are solely attributable to discontinued operations, are presented within assets held for sale in the accompanying consolidated balance sheets, and contract liabilities are presented as a liabilities held for sale in the accompanying consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practices, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities.
Investments in Equity Securities
The Company holds investments in equity securities of publicly listed companies. The Company remeasures any equity securities held at each reporting period and recognizes a gain or losses for any changes in the fair value of those equity securities. The Company determines the fair value of its equity securities using quoted market prices for markets which it can access.
Property and Equipment, net
The Company accounts for property and equipment such as office furniture and equipment and vehicles at cost. Repairs and maintenance are expensed as incurred and significant replacements and improvements are capitalized. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Depreciation is recorded using the straight-line method over the respective useful lives of the assets. Upon the retirement or other disposition of property and equipment, the related cost and accumulated depreciation are charged to operations. During the year ended December 31, 2025 and 2024, depreciation expense was $
|
| Estimated Useful Life |
|
Office furniture and equipment |
|
|
| F-12 |
| Table of Contents |
Leases
ASC 842, “Leases”, requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements may contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities.
Intangible Assets, net
Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets but at least annually on December 31st.
Goodwill
Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill is not amortized and is tested for impairment on December 31st or when circumstances indicate an impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations. Impairment losses on goodwill are not reversed.
The Company has the option to assess qualitative factors to determine whether it is necessary to perform further impairment testing in accordance. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs further analysis by comparing the fair value of each reporting unit to its carrying amount, including goodwill. A reporting unit is an operating segment or sub-segment to which goodwill is assigned when initially recorded. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. The Company has determined that no impairment of its goodwill or indefinite lived intangible assets occurred as of December 31, 2025.
Impairment Assessment
The Company evaluates its intangible assets and goodwill and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable and at least annually on December 31st. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. The recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.
| F-13 |
| Table of Contents |
Marketing and Advertising Costs
Marketing and advertising costs are expensed as incurred in accordance with ASC 720-35, Other Expenses – Advertising Costs. These costs primarily include media placements, promotional materials, and digital marketing campaigns. Total marketing and advertising expenses for the years ended December 31, 2025 and 2024, were approximately $
Earnings Per Share
In accordance with accounting guidance now codified as ASC Topic 260, ”Earnings (Loss) per Share” basic earnings per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. There were
Income Taxes
The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carryforward, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for deferred tax assets resulting from this net operating loss carryforward.
Fair Value Measurements
The Company’s financial instruments consist of cash, accounts receivable, investments in equity securities, accounts payable, notes payable, accrued expenses and advances, related party. The estimated fair value of cash, accounts receivable, accounts payable, notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments.
Certain non-financial assets are measured at fair value on a nonrecurring basis but are subject to periodic impairment tests. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:
Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets.
Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.
Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use.
Segments
With the disposal of Reliant Pools in December 2025, the Company has only a single reportable segment attributable to its advertising and marketing businesses.
The Company’s Chief Executive Officer is the chief operating decision maker and reviews the internal management reports for each segment at least quarterly. The chief operating decision maker assesses performance for each segment and decides how to allocate resources based on segment operating losses that also is reported on the consolidated statement of operations. The measure of segment assets is reported on the balance sheet as total consolidated assets. The accounting policies of each segment are the same as those described in the summary of significant accounting policies.
| F-14 |
| Table of Contents |
Recent Accounting Pronouncements
The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our consolidated financial statements.
Note 2. Acquisitions and Divestitures
On June 13, 2024 Claude Zdanow via Mount Olympus Ventures, Inc (“Mount Olympus”), purchased the
On June 17, 2024, the Company entered into the acquisition of
The nature and amount of consideration given or received for the assets was exactly
On July 18, 2024, the Company filed the designations for the Series B, Series C, and Series D preferred shares pursuant the Agreement. On July 25, 2024, the Board of Directors issued those shares of respective preferred stock to the members of HLDCO, LLC, to complete the acquisition (the “Closing”).
Management determined that the acquisition of HLDCO was a reverse acquisition as defined within ASC 805, and that HLDCO was the accounting acquirer or legal acquiree. The Company determined that HLDCO was the accounting acquirer based on the guidance contained within ASC 805-40. The significant factors that led to the Company’s conclusion were (i) the Mr. Zdanow and the members of HLDCO obtained 98% of the voting interest of the Company through the preferred shares held by these parties, (ii) at Closing, the remaining Company shareholders held 2% of the voting interest of the Company, (iii) the composition of executive management and the governing body changed such that the sole director and executive officer of HLDCO became the sole director and shareholder of the Company which provided control over the operations of the Company, and (iv) HLDCO was significantly larger than the Company when considering both total assets and operations. As a result, the Company has applied purchase accounting as of the Closing of the acquisition and reflected the historical financial position and operations of HLDCO as the surviving entity. The assets and liabilities the Company were recognized at fair value as of the Closing and the results of its operations have been included within the consolidated statements of operations from that date forward with all historical activity reflective of the operations of HLDCO.
The assets acquired and liabilities assumed are recognized in the accompanying consolidated balance sheets at their estimated fair values as of the acquisition date. The estimated fair values as of the acquisition date are based on information that existed as of the acquisition date. During the measurement period the Company may adjust provisional amounts recorded for assets acquired and liabilities assumed to reflect new information that the Company has subsequently obtained regarding facts and circumstances that existed as of the acquisition date.
Shares by the Company shareholders post-Closing |
|
|
| |
|
|
|
|
|
stock price on Closing |
| $ |
| |
|
|
|
|
|
Fair value transferred for acquisition |
| $ |
|
| F-15 |
| Table of Contents |
The Company determined the fair value of the consideration transferred using the fair value based on the number of shares that would have needed to be issued to provide the Company’s shareholders with an equivalent ownership interest in the combined entities post-Closing. The fair value of the Company’s common shares issued as consideration was based on the closing price of the Company’s common stock as of the Closing.
The consideration transferred was allocated to the assets acquired and liabilities assumed on a preliminary basis as follows:
Cash |
| $ |
| |
Property and equipment |
|
|
| |
Right of use asset |
|
|
| |
Accounts payable |
|
| ( | ) |
Accrued expenses |
|
| ( | ) |
Billings in excess of cost |
|
| ( | ) |
Notes payable |
|
| ( | ) |
Operating lease liability |
|
| ( | ) |
|
|
|
| |
Goodwill |
|
|
| |
Assets and liabilities acquired |
| $ |
|
The goodwill recognized as a result of the acquisition of the Company is attributable primarily to expected synergies and the assembled workforce. None of the goodwill is expected to be deductible for income tax purposes.
The amounts of revenue and net loss of Reliant, included in the Company’s consolidated statements of operations for the year ended December 31, 2024 are as follows:
Revenues |
| $ |
| |
Net loss |
| $ | ( | ) |
Consolidated unaudited pro forma information:
The following consolidated pro forma information assumes that the acquisition of HLDCO took place on January 1, 2023, for the statement of operations for the years ended 2024. These amounts have been estimated after applying the Company’s accounting policies
|
| 2024 |
| |
|
|
|
| |
Revenues |
| $ |
| |
Net loss |
| $ | ( | ) |
Juice Labs LLC
On September 15, 2025, the Company acquired all of the outstanding equity interests (the “Membership Interests”) of Juice Labs LLC, a Delaware limited liability company (“Juice”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”). The Purchase Agreement includes customary representations and warranties, confidentiality, non-competition, non-solicitation, non-disparagement, non-interference, and indemnification provisions as provided therein. The acquisition included the Sour Grapes marketing-technology platform, which provides proprietary analytics and data-integration capabilities that are now part of ONAR Labs.
| F-16 |
| Table of Contents |
Pursuant to the Purchase Agreement, as consideration for the acquisition of the Membership Interests, Buyer (i) paid an aggregate consideration of $2,000,000, subject to adjustment and holdback as set forth in the Purchase Agreement, and (ii) is required to pay additional consideration to the Sellers, if any, calculated based on revenue, net of pass through advertising expenses, attributable to new clients referred by the Sellers to the Buyer after the closing date that are received by Juice during the first 24 months from the initial contract date with any such new referred clients for all initial contracts with such new referred clients that are entered into by Juice within five (5) years of the closing date (“Net New Revenue”).
On or prior to each one-year anniversary of the closing date until the fifth-year anniversary of the closing date (or until the six- or seventh-year anniversary of the closing date to the extent that there is Net New Revenue in such years), the Company shall prepare and deliver to the previous owners of Juice (the “Sellers”) a statement setting forth its calculation of Net New Revenue for the applicable twelve-month period. Upon final determination of Net New Revenue for the applicable twelve-month period, the Company shall pay to the Sellers an amount equal to ten percent (10%) times Net New Revenue for the applicable twelve-month period. Unless otherwise mutually agreed by the Buyer and the Sellers, each earnout payment, if any, shall be paid (A) one-half in cash to Sellers, in accordance with their pro rata shares, and (B) one-half in shares of common stock of the Company (based on a ten-day volume weighted average price ending two business days immediately prior to the date of issuance of such shares) issued to Sellers in accordance with their pro rata shares, rounded down to the nearest whole number.
Management determined that the acquisition of Juice was a business combination as defined within ASC 805, and that the Company was the accounting acquirer. As a result, the Company has applied purchase accounting as of the acquisition date. The assets and liabilities Juice were recognized at fair value on the acquisition date and the results of Juice’s operations have been included within the consolidated statements of operations from the acquisition date forward.
The assets acquired and liabilities assumed are recognized provisionally in the accompanying consolidated balance sheets at their estimated fair values as of the acquisition date. The initial accounting for the business combination is not complete as the Company is in the process of obtaining additional information for the valuation of acquired intangible assets and deferred tax liabilities, if any. The provisional amounts are subject to change to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Under U.S. GAAP, the measurement period shall not exceed one year from the acquisition date and the Company will finalize these amounts no later than September 15, 2026. The estimated fair values as of the acquisition date are based on information that existed as of the acquisition date. During the measurement period the Company may adjust provisional amounts recorded for assets acquired and liabilities assumed to reflect new information that the Company has subsequently obtained regarding facts and circumstances that existed as of the acquisition date.
Cash consideration |
| $ |
|
The consideration transferred was allocated to the assets acquired and liabilities assumed on a preliminary basis as follows:
Cash |
| $ |
| |
Accounts receivable |
|
|
| |
Accounts payable and accrued expenses |
|
| ( | ) |
Deferred revenue |
|
| ( | ) |
|
|
| ||
Goodwill |
|
|
| |
Assets and liabilities acquired |
| $ |
|
The goodwill recognized as a result of the acquisition of the Company is attributable primarily to expected synergies and the assembled workforce. None of the goodwill is expected to be deductible for income tax purposes.
| F-17 |
| Table of Contents |
Consolidated unaudited pro forma information:
The following consolidated pro forma information assumes that the acquisition of Juice took place on January 1, 2025. These amounts have been estimated after applying the Company’s accounting policies
|
| Total |
| |
Revenues |
| $ |
| |
Net loss |
| $ | ( | ) |
Retina AI
On September 23, 2025, the Company acquired the software platform of Retina AI. Retina AI is an AI-driven SaaS platform that ingests a brand’s transaction, engagement, and demographic data to forecast customer lifetime value at the individual level. Marketers use these insights to acquire higher-value customers, optimize retention spend, and scale profitably.
The transaction involved the issuance of
The transaction was accounted for in accordance with ASC 805-10 - Business Combinations, as an asset acquisition as Retina AI maintained no employees, customers, or contracts. Additionally, the Company concluded that substantially all of the fair value of the assets acquired, excluding cash, was assigned to the software purchased. Accordingly, the transaction was accounted for as an asset acquisition.
VMED Services
In December 2025, the Company completed the sale of certain assets of its VMED Services, LLC subsidiary, excluding the Of Kos brand. These divestitures were part of the Company’s strategic initiative to streamline its portfolio around its core marketing services and technology operations. As a result of this divestiture, the Company recognized a gain of $
Reliant Pools
In December 2025, through the exercise of an option held by the former owner of the Reliant Pools, the Company completed the divestiture of its Reliant Pools LLC and its subsidiary Reliant Custom Homes, Inc. This divesture was recognized as discontinued operations within the accompanying consolidated financial statements as it represented a material, strategic shift in the Company’s operations as it exits the residential pool installation and services business.
The components of the assets and liabilities comprising the discontinued operations as of December 31, 2025 and 2024 are as follows:
|
| 2025 |
|
| 2024 |
| ||
Assets: |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Accounts receivable |
|
|
|
|
|
| ||
Property and equipment, net |
|
|
|
|
|
| ||
Right of use asset |
|
|
|
|
|
| ||
Total assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
| $ |
|
|
|
| ||
Accrued expenses and other liabilities |
|
|
|
|
|
| ||
Contract liabilities |
|
|
|
|
|
| ||
Lease liability |
|
|
|
|
|
| ||
Notes payable |
|
|
|
|
|
| ||
Total liabilities |
| $ |
|
| $ |
| ||
The Company’s cash balances were within the following financial statement line items as of December 31, 2025 and 2024.
|
| 2025 |
|
| 2024 |
| ||
Cash |
| $ |
|
| $ |
| ||
Assets held for sale |
|
|
|
|
|
| ||
Total cash |
| $ |
|
| $ |
| ||
| F-18 |
| Table of Contents |
Components of the operations of discontinued operations comprised the following for the years ended December 31, 2025 and 2024:
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ |
|
| $ |
| ||
Cost of revenue |
|
|
|
|
|
| ||
General and administrative expenses |
|
|
|
|
|
| ||
Depreciation and amortization |
|
|
|
|
|
| ||
Other income (expense) |
|
|
|
|
| ( | ) | |
Loss |
| $ | ( | ) |
| $ | ( | ) |
Note 3. Concentrations of Risk
For the years ended December 31, 2025 and 2024, the Company had the following customer concentrations:
|
| Revenues |
| |||||
Customer |
| 2025 |
|
| 2024 |
| ||
Customer A |
| * |
|
|
| % | ||
Customer B |
| * |
|
|
| % | ||
Customer C |
|
| % |
| * |
| ||
Customer D |
|
| % |
| * |
| ||
Customer E |
|
| % |
| * |
| ||
* = Less than |
|
|
|
|
|
|
|
|
Note 4. Related Party Transactions
Advance to Affiliated Entity
During the year ended December 31, 2024 and prior to the acquisition of HLDCO the Company advanced an entity controlled by the Company’s CEO $
As of December 31, 2025 the balance remains outstanding and is included in ‘Advance to affiliated entity’ on the accompanying consolidated balance sheets.
| F-19 |
| Table of Contents |
Advances to related party
During the year ended December 31, 2025, the Company made certain advances to a related party. These advances were unsecured, due on demand and did not bear or accrue interest. These advances were partially repaid during the fourth quarter of 2025.
Revenues and Accounts Receivable, related party
During the years ended December 31, 2025 and 2024, the Company recognized revenues of approximately $-
Notes Payable
The Company has a note payable due to a related party as described in Note 7.
Note 5. Equity
Series A Preferred Stock
The Series A Preferred Stock (Series A Stock) consists of
Series B Preferred Stock
The Series B Preferred Stock (Series B Stock) consists of
On December 30, 2024 and December 31, 2024, the holders of the Series B Stock converted
| F-20 |
| Table of Contents |
Series C Preferred Stock
The Series C Preferred Stock (Series C Stock) consists of
Series D Preferred Stock
The Series D Preferred Stock (Series D Preferred Stock) consisted of
Series E Preferred Stock
The Series E Preferred Stock (Series E Preferred Stock) consisted of
On June 6, 2025, the Company entered into certain Subscription Agreements pursuant to which the Company agreed to issue and sell in a private placement to accredited investors, in the aggregate,
Common Shares
The Company is authorized to issue
During the year ended December 31, 2025, the Company issued approximately
| F-21 |
| Table of Contents |
Stock Options
The Company maintained the Onar Holdings Corporation 2025 Omnibus Incentive Plan (the "2025 Plan") as of December 31, 2025, and terminated the 2025 Plan on March 31, 2026. As of December 31, 2025, the Company was authorized to deliver up to
Options granted under the 2025 Plan generally have a maximum contractual term of
Stock-based compensation expense is measured at the grant date based on the fair value of the award. The Company has elected to account for forfeitures as they occur; however, no forfeitures occurred during the year ended December 31, 2025. Total stock-based compensation expense recognized was $
Total stock-based compensation expense recognized in the Consolidated Statements of Operations was as follows for the years ended December 31, 2025 and 2024:
Cost of revenues |
| $ |
|
| $ |
| ||
General administrative expenses |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
|
The Company estimates the fair value of stock options using the Black-Scholes-Merton option-pricing model. The weighted-average assumptions used for options granted during the year ended December 31, 2025, are summarized below:
Strike prices | $ |
Exercise prices | $ |
Expected term (in years) | |
Expected volatility | |
Risk-free interest rate | |
Expected dividend yield |
The inputs to the option pricing model used by the Company are determined as follows:
Expected Term: Determined using the "Simplified Method" as described in SEC Staff Accounting Bulletin 110.
Expected Volatility: Based on the historical volatility of a representative group of peer companies.
Risk-Free Interest Rate: Based on the U.S. Treasury yield curve in effect at the time of grant.
Expected Dividend Yield: The Company currently does not anticipate paying cash dividends.
The following table summarizes stock option activity for the year ended December 31, 2025:
|
| Number of Options |
|
| Weighted-Average Exercise Price |
|
| Weighted-Average Remaining Contractual Term (Years) |
|
| Aggregate Intrinsic Value |
| ||||
Outstanding at December 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Granted |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Exercised |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Forfeited or Expired |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Outstanding at December 31, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Vested and Exercisable at December 31, 2025 |
|
|
|
| $ |
|
|
|
|
|
|
|
| |||
The weighted-average grant-date fair value of options granted during the year ended December 31, 2025, was $
As of December 31, 2025, there was no unrecognized compensation cost related to stock options as all awards granted during the period vested immediately.
| F-22 |
| Table of Contents |
Note 6. Commitments and Contingencies
Leases
The Company leased approximately
Litigation
On November 7, 2025, Jeffrey L. Feinberg Personal Trust (“Feinberg”) filed a complaint against ONAR, LLC in the Superior Court of the State of Delaware, Case No. N25C-11-060 SPL. The complaint alleges breach of contract and unjust enrichment related to a Senior Secured Promissory Note originally issued by Integrum Group, LLC (the Company’s predecessor entity) dated March 18, 2024, in the principal amount of $
The Company has retained counsel and filed its Answer and Affirmative Defenses, vigorously denying the claims asserted and raising multiple affirmative defenses. The Company believes these claims are without merit and intends to defend itself vigorously against this action.
The litigation is in its early stages and discovery has not yet commenced. At this time, management does not believe the ultimate resolution of this matter will result in a loss being recognized by the Company. Accordingly, no amounts have been accrued as of December 31, 2025.
Payroll tax liabilities
For the year ended December 31, 2023, the Company did not remit federal income tax, social security, Medicare or local and state income taxes which were withheld from the Company’s employees’ payroll. The Company has estimated and accrued fines and penalties associated with the amounts which have not been remitted and includes this amount in accrued expenses in the accompanying consolidated balance sheets. As of December 31, 2025 and 2024, the balance due was $
Note 7. Debt
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||
Promissory note due to a related party which matured on December 20, 2024, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets. Effective March 7, 2025, the lender and the Company entered into an Omnibus Note Extension Agreement which provided that this note was extended to June 5, 2025. As consideration for the extension, the principal balance was increased by 5%. |
| $ |
|
| $ |
| ||
Promissory note due to a related party maturing on August 16, 2025, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets. This note was repaid through the issuance of a replacement note described below. |
|
|
|
|
|
| ||
Promissory note due to a related party which matured on September 27, 2024, requiring interest only payments monthly, bearing interest at 12% per annum and secured by all HLDCO’s assets. Effective March 7, 2025, the lender and the Company entered into an Omnibus Note Extension Agreement which provided that this note was extended to June 5, 2025. As consideration for the extension, the principal balance was increased by 5%. This note was repaid through the issuance of a replacement note described below. |
|
|
|
|
|
| ||
| F-23 |
| Table of Contents |
Promissory note due to a related party which matured on November 10, 2024, requiring interest only payments monthly, bearing interest at 12% per annum and secured by all HLDCO’s assets. Effective March 7, 2025, the lender and the Company entered into an Omnibus Note Extension Agreement which provided that this note was extended to June 5, 2025. As consideration for the extension, the principal balance was increased by 5%. This note was repaid through the issuance of a replacement note described below. |
|
|
|
|
|
| ||
Promissory notes issued between March 2024 and July 2024 due one year from issuance, requiring interest only payments monthly, bearing interest at 18% per annum and are unsecured. These notes mature March 2025 through July 2025. |
|
|
|
|
|
| ||
Promissory note due to a related party maturing on September 22, 2025, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets. This note was repaid through the issuance of a replacement note described below. |
|
|
|
|
|
| ||
Promissory note due to a related party which maturing September 22, 2025, requiring interest only payments monthly, bearing interest at 18% per annum and secured by all HLDCO’s assets. The principal and interest were repaid during the year ended December 31, 2025 |
|
|
|
|
|
| ||
On January 13, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note with an original issue discount of $15,000. Additionally, a one-time interest charge of 12%, or $16,800, was applied on the issuance. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in twelve payments with eleven payments requiring a minimum payment of $5,000 and the final payment for the outstanding balance with payments beginning February 15, 2025. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The principal and interest were repaid during the year ended December 31, 2025 |
|
|
|
|
|
| ||
On January 22, 2025, the Company entered into a convertible promissory note due July 2025, with an original issue discount of $5,263. This note includes a guaranteed interest payment at a rate of 18%. All principal and accrued interest are due at maturity. Additionally, the holder has the right to convert the note at a rate of $0.04 per share, subject to adjustment for certain events such as a change in control. Additionally, six months after the issuance of the note, the conversion price will be reset if the Company’s stock has (a) fallen below $0.05 or (b) has an average daily trading volume of less than $10,000. In the event of a reset, the conversion price will be reduced to 75% of the VWAP for the 10 days prior to the reset date. The principal and interest were repaid during the year ended December 31, 2025 |
|
|
|
|
|
|
| F-24 |
| Table of Contents |
On February 10, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note with an original issue discount of $15,000. Additionally, a one-time interest charge of 12%, or $13,800, was applied on the issuance. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five payments with the first payment of $64,400 due on August 15, 2025 and four subsequent payments of $16,100 due monthly thereafter. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The principal and interest were repaid during the year ended December 31, 2025 |
|
|
|
|
|
| ||
On March 10, 2025, the Company entered into a convertible promissory note due December 2025, with a face value of $189,474 and an original issue discount of $9,474. This note includes a guaranteed interest payment at a rate of 18%. The lender agreed to fund the note in three installments of $60,000 with the first due at issuance of the note, the second 30 days after closing and the final payment 90 days after closing. All principal and accrued interest are due at maturity. Additionally, the holder has the right to convert the note at a rate of $0.01 per share, subject to adjustment for certain events such as a change in control. Additionally, six months after the issuance of the note, the conversion price will be reset if the Company’s stock has (a) fallen below $0.01 or (b) has an average daily trading volume of less than $10,000. In the event of a reset, the conversion price will be reduced to 60% of the VWAP for the 10 days prior to the reset date. The principal and interest were repaid during the year ended December 31, 2025 |
|
|
|
|
|
| ||
On July 28, 2022, The Company entered into a $225,000 line of credit agreement with a financial institution. The line of credit matured on July 28, 2024. On July 28, 2024, the line of credit was converted to a term loan agreement with a fixed interest rate of 9.99%, minimum monthly payments of $3,735 and a maturity date of July 28, 2029. |
|
|
|
|
|
| ||
On April 22, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $180,550, with an original issue discount of $23,550. A one-time interest charge of 12%, or $21,666, was applied on the issuance date to the principal. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in ten (10) payments, with the first payment due May 30, 2025. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). |
|
|
|
|
|
|
| F-25 |
| Table of Contents |
On September 10, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $123,050 with an original issue discount of $16,050. Additionally, a one-time interest charge of 12%, or $14,766, was applied on the issuance. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five payments with the first payment of $68,908 due on March 15, 2026 and four subsequent payments of $17,227 due monthly thereafter. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). |
|
|
|
|
|
| ||
On July 11, 2025, the Company entered into a convertible promissory note due July 9 2026, with a face value of $120,000 and an original issue discount of $6,000. This note bears interest at 11% per annum and, after 6 months, becomes convertible at 40% discount to the lowest trading price during the 20 days preceding a conversion. All principal and accrued interest are due at maturity. |
|
|
|
|
|
| ||
On July 24, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $92,000 with an original issue discount of $9,000. Additionally, a one-time interest charge of 12%, or $11,040, was applied on the issuance. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in eight payments of $10,304 beginning on September 21, 2025 and each month thereafter with the remaining balance currently under extension. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). |
|
|
|
|
|
|
| F-26 |
| Table of Contents |
On August 10, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $201,250 with an original issue discount of $26,250. Additionally, a one-time interest charge of 12%, or $24,150, was applied on the issuance. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in nine payments of $22,540 beginning on November 10, 2025 and each month thereafter with the balance due August 10, 2026. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). |
|
|
|
|
|
|
| |
On August 12, 2025, the Company entered into an exchange agreement with a related party providing for the replacement and issuance of a promissory note in the principal amount of $1,009,062. The note matures on August 12, 2026 and bears interest at 18% per annum. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in four payments of $5,000 beginning September 2025, with four payments of $10,000 beginning January 2026, then $25,000 beginning May 2026 with the balance due during August 2026. Additionally, the holder of the note may convert the note into shares of common stock at a fixed rate of $0.035 per share. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 120% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). |
|
|
|
|
|
| ||
On September 15, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $1,580,435 with an original issue discount of $116,320. Additionally, a one-time interest charge of 9%, or $142,239, was applied on the issuance. The note matures on September 15, 2026 and bears interest at 18% per annum. Accrued, unpaid interest is due monthly for the first four months then principal and interest are due monthly with a final payment for any unpaid amounts due at maturity. Additionally, the holder of the note may convert the note into shares of common stock at the lower of $0.03 or lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date with a minimum conversion rate of $0.01.
The holders also received 15,804,348 warrants to purchase the Company’s common stock. The warrants had a fair value of $879,180 at issuance of which $519,440 was allocated as a debt discount based on the relative fair value of the promissory note and warrants. |
|
|
|
|
|
|
|
| F-27 |
| Table of Contents |
On September 15, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $159,239 with an original issue discount of $11,720. Additionally, a one-time interest charge of 9%, or $14,332, was applied on the issuance. The note matures on September 15, 2026 and bears interest at 18% per annum. Accrued, unpaid interest is due monthly for the first four months then principal and interest are due monthly with a final payment for any unpaid amounts due at maturity. Additionally, the holder of the note may convert the note into shares of common stock at the lower of $0.03 or lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date with a minimum conversion rate of $0.01.
The holders also received 1,592,391 warrants to purchase the Company’s common stock. The warrants had a fair value of $88,582 at issuance of which $52,337 was allocated as a debt discount based on the relative fair value of the promissory note and warrants. |
|
|
|
|
|
|
| |
On September 15, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $271,739 with an original issue discount of $20,000. Additionally, a one-time interest charge of 9%, or $24,457, was applied on the issuance. The note matures on September 15, 2026 and bears interest at 18% per annum. Accrued, unpaid interest is due monthly for the first four months then principal and interest are due monthly with a final payment for any unpaid amounts due at maturity. Additionally, the holder of the note may convert the note into shares of common stock at the lower of $0.03 or lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date with a minimum conversion rate of $0.01.
The holders also received 2,717,391 warrants to purchase the Company’s common stock. The warrants had a fair value of $151,166 at issuance of which $89,312 was allocated as a debt discount based on the relative fair value of the promissory note and warrants. |
|
|
|
|
|
|
| |
On December 15, 2025, the Company entered into a convertible promissory note due December 2026, with a face value of $120,000 and an original issue discount of $6,000. This note bears interest at 11% per annum and, after 6 months, becomes convertible at 40% discount to the lowest trading price during the 20 days preceding a conversion. All principal and accrued interest are due at maturity. |
|
|
|
|
|
| ||
On November 9, 2025, the Company entered into a revenue-based lending arrangement whereby the lender purchased future accounts receivables of approximately $525,000 for consideration of $506,885. This amount is to be repaid to the lender in five payments of $27,000 with the remaining balance currently under extension. |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Term note with a bank secured by car, payable in monthly installments of $939, including interest at 6.79% through October 4, 2030 (discontinued operations) |
|
|
|
|
|
| ||
Total notes payable |
| $ |
|
| $ |
| ||
Discount |
|
| ( | ) |
|
|
| |
Notes payable, discontinued operations |
|
|
|
|
| ( | ) | |
Total notes payable, net of discount |
| $ |
|
| $ |
|
| F-28 |
| Table of Contents |
Replacement Notes
As a result of the acquisition of HLDCO (See Note 2), the Company became obligated to issue shares of common stock and replacement notes payable to holders of Integrum’s notes payable none of which were related parties. The Company was required to issue new notes with itself as borrower with such new notes being convertible six months after the closing of the HLDCO acquisition (the “Replacement Notes”). The Replacement Notes have substantially similar terms as the original notes payable except that six months after the Closing the Replacement Notes will become convertible into the common stock of the Company. The conversion price is determined after the six months has lapsed and is fixed after that date.
Additionally, three months after the closing of the HLDCO acquisition, the Company was required to issue common stock in settlement of accrued interest through the date of issuance plus a bonus equal to 25% of the outstanding principal of the related note payable.
The Company determined that the issuance of the Replacement Notes along with the shares of common stock represented an extinguishment of the original notes payable under US GAAP. Accordingly, the Company recognized a loss on extinguishment of $
Line of Credit
On March 11, 2025, The Company entered into a $
Note 8. Intangible assets
The Company’s intangible assets as of December 31, 2025 are summarized as follows:
|
|
| Historical |
|
| Accumulated |
|
|
| |||||
Type |
| Useful Life |
| Cost |
|
| Amortization |
|
| Net |
| |||
Retinae AI software assets |
|
|
| $ | |
|
| $ | |
|
|
| |
|
Customer relationships |
|
|
|
|
|
| $ |
| ||||||
|
|
|
| $ | |
|
| $ | |
|
|
| |
|
The Company’s intangible assets as of December 31, 2024, are summarized as follows:
|
|
| Historical |
|
| Accumulated |
|
|
| |||||
Type |
| Useful Life |
| Cost |
|
| Amortization |
|
| Net |
| |||
Customer relationships |
|
| $ |
|
| $ |
|
| $ |
| ||||
Future amortization of the Company’s intangible assets as of December 31, 2025 are as follows:
December 31, |
| Amount |
| |
2026 |
| $ |
| |
2027 |
|
|
| |
|
| $ |
| |
| F-29 |
| Table of Contents |
Note 9. Employee Loans Receivable
Forgivable Loans
In order to attract and retain highly skilled professionals, the Company may issue forgivable loans to employees and non-employee experts. The principal amount of forgivable loans and accrued interest is forgiven by the Company over the term of the loans, so long as the employee or non-employee expert continues employment or affiliation with the Company and complies with certain contractual conditions.
On March 30, 2023, the Company entered into a forgivable loan agreement with an independent contractor in the amount of $
In order to reflect the services received through the issuance of these forgivable loans, the Company amortizes the balance of such loans as a component of ‘salaries and related expenses’ over the requisite service period of the loan. During the years ended December 31, 2025 and 2024, the Company recognized amortization related to forgivable loans of $
Other Loans
On June 20, 2023, the Company entered into a promissory note in the amount of $
This loan was subsequently repaid through the sale of VMED Services LLC, see Note 2.
| F-30 |
| Table of Contents |
Note 10 – Investment in Equity securities
The Company holds investments in equity securities of publicly listed companies. The Company remeasures any equity securities held at each reporting period and recognizes a gain or losses for any changes in the fair value of those equity securities. The Company determines the fair value of its equity securities using quoted market prices for markets which it can access. The following tables present the Company’s equity securities by class within the fair value hierarchy established in ASC 820.
As of December 31, 2024 | ||||||||||||
Class |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| |||
Common stock |
| $ |
|
| $ |
|
| $ |
| |||
Common stock – related party |
|
|
|
|
| - |
|
|
| - |
| |
Total |
| $ |
|
| $ |
|
| $ |
| |||
Note 11 – Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled.
Components of Income Tax Expense:
|
| 2025 |
|
| 2024 |
| ||
Current tax expense |
|
|
|
|
|
| ||
Federal |
| $ |
|
| $ |
| ||
State |
|
|
|
|
|
| ||
Foreign |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Deferred tax expense |
|
|
|
|
|
|
|
|
Federal |
|
|
|
|
|
| ||
State |
|
|
|
|
|
| ||
Foreign |
|
|
|
|
|
| ||
Total income tax expense |
| $ |
|
| $ |
| ||
The components of net loss before income taxes attributable to domestic and foreign operations for the years ended December 31, 2025 and 2024 consisted of the following:
|
| 2025 |
|
| 2024 |
| ||
Loss from continuing operations before income taxes |
|
|
|
|
|
| ||
Current federal tax expense |
|
|
|
|
|
| ||
Domestic loss |
| $ | ( | ) |
| $ | ( | ) |
Foreign loss |
|
|
|
|
|
| ||
Total loss before taxes |
| $ | ( | ) |
| $ | ( | ) |
| F-31 |
| Table of Contents |
The reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate is as follows:
|
| 2025 |
|
| 2024 |
| ||||||||||
Estimated federal income benefit at U.S. federal statutory tax rate |
| $ | ( | ) |
|
| ( | )% |
| $ | ( | ) |
|
| ( | )% |
Temporary differences |
|
|
|
|
| % |
|
|
|
|
| % | ||||
Permanent differences |
|
|
|
| % |
|
|
|
|
| % | |||||
Valuation allowance |
|
|
|
|
| % |
|
|
|
|
| % | ||||
Estimated federal income benefit at Effective tax rate |
| $ |
|
|
| % |
| $ |
|
|
| % | ||||
The Company’s effective tax rate was
Components of deferred tax assets and liabilities are as follows:
Description |
| 2025 |
|
| 2024 |
| ||
Deferred tax assets: |
|
|
|
|
|
| ||
Net operating loss carryforwards |
| $ |
|
| $ |
| ||
Change in fair value of equity securities |
|
|
|
|
|
| ||
Total deferred tax assets |
|
|
|
| $ |
| ||
Less: Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
| $ |
|
| $ |
| ||
Loss on debt extinguishment |
|
|
|
|
|
| ||
Net deferred tax liabilities |
| $ |
|
| $ |
| ||
As of December 31, 2025 and 2024, the Company maintained a full valuation allowance against its net deferred tax assets. Based on available evidence, including historical cumulative losses, the Company concluded it is more likely than not that the deferred tax assets will not be realized.
As of December 31, 2025, the Company had gross estimated federal and state net operating loss carryforwards (NOL) of approximately $
The utilization of NOLs and other tax attributes may be subject to annual limitations under Section 382 of the Internal Revenue Code due to ownership changes that occurred, or may occur in the future, including as a result of the Company’s recent acquisition of Reliant Holdings. If a Section 382 limitation is triggered, the Company’s ability to utilize its NOLs and other deferred tax assets to offset future taxable income may be significantly limited or delayed, and some portion of the tax attributes could expire before being utilized. The Company is currently evaluating the extent to which any such limitations apply.
The Company has evaluated its tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes, and concluded that there were no uncertain tax positions requiring recognition or disclosure in the financial statements as of December 31, 2025 or 2024. The Company does not expect any significant changes to its uncertain tax positions within the next 12 months. The Company’s policy is to recognize interest and penalties related to income taxes, if any, in income tax expense. No such amounts were recognized in 2025 or 2024.
Note 12. Subsequent events
Debt Issuances
During January through March 2026, the Company entered into convertible note agreements totaling $
Debt Extinguishment
In January 2026, the Company fully repaid two existing loan facilities with CFI totaling $
Debt Conversions
During January through March 2026, holders of convertible notes converted an aggregate of approximately $
Letter of Intent
On March 26, 2026, the Company executed a nonbinding Letter of Intent for the acquisition of a business with complimentary markets and business model. The transaction is subject to the execution of a definitive purchase agreement, completion of due diligence, financing, and customary closing conditions. The acquisition, if consummated, is expected to close during 2026.
Increase of Authorized Shares
On May 5, 2026, the holder of a majority of the Company’s stock approved by written consent an increase in the authorized number of shares of the
Termination of S-8 Registration Statement
On March 31, 2026, the Company filed a post-effective amendment to terminate the offerings of shares pursuant to the registration statement on Form S-8 relating to the shares registered pursuant to the 2025 Plan and terminated the 2025 Plan.
| F-32 |
| Table of Contents |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
During the Company’s two most recent fiscal years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through the engagement of WWC, neither the Company nor anyone acting on its behalf consulted with WWC regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures.
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this Annual Report on Form 10-K, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2025, as required by Rule 13a-15 of the Exchange Act. Based on the evaluation described above, our management, including our Principal Executive Officer and Principal Financial Officer, concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective.
Material Weakness No. 1 – Segregation of Duties and Control Environment
The Company did not maintain an effective control environment due to limited accounting personnel and insufficient segregation of duties across key financial reporting processes. Specifically, responsibilities related to initiating, authorizing, recording, and reviewing transactions were not adequately segregated among independent personnel. In addition, the Company did not consistently retain documentation evidencing the review and approval of key financial reporting controls. This control deficiency creates a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.
Material Weakness No. 2 – Financial Reporting Process and Technical Accounting Review Controls
The Company did not maintain effective controls over its financial reporting process, including controls over the preparation and review of financial statements, technical accounting analyses, reconciliations, and SEC reporting disclosures. The Company did not maintain a sufficient complement of personnel and resources with the appropriate level of U.S. GAAP and SEC reporting knowledge, training, and experience to appropriately analyze, record, review, and disclose complex accounting matters on a timely and accurate basis. During the year-end financial reporting and audit process, multiple adjustments and disclosure revisions were required in areas involving significant accounting judgment, including debt and interest accounting, equity transactions, business combinations and divestitures, goodwill, revenue recognition, and related financial statement disclosures. This control deficiency creates a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| - | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
|
|
|
| - | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and |
|
|
|
| - | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - integrated Framework (2013).
Based on its evaluation, our management has concluded that, as of December 31, 2025 our internal control over financial reporting were not effective.
We are a smaller reporting company and are exempt from the requirement for an attestation report on the Company’s internal controls over financial reporting by our registered public accounting firm.
Remediation of Material Weaknesses
Management, with oversight from our Board of Directors, has begun implementing a plan to remediate the material weaknesses described above. The actions taken and underway include: (i) the Company is strengthening its finance function, including recruiting a new Chief Financial Officer and additional qualified accounting personnel with appropriate U.S. GAAP and SEC reporting experience; (ii) the Company engaged external accounting and SEC reporting advisors to assist in the preparation and review of its financial statements and the evaluation of complex and non-routine transactions; (iii) the Company is designing and implementing formal, documented period-end close procedures, including account reconciliations, multi-level review of significant and non-routine transactions, and improved segregation of duties; and (iv) the Company strengthened its Board during fiscal year 2025, including the addition of independent directors and the appointment of an independent Chairman. As of the date of this Annual Report, the material weaknesses have not been fully remediated. The material weaknesses will not be considered remediated until the applicable controls have operated for a sufficient period and management has concluded, through testing, that they are operating effectively. These efforts remain subject to the Company's available financial and personnel resources.
Changes in Internal Control Over Financial Reporting
Other than the remediation efforts described above, there were no changes in our internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans. During the quarter ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
| 22 |
| Table of Contents |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information about our Executive Officers and Directors
The following table sets forth the name, age and position of each director and executive officer of the Company as of the date of this filing:
Name |
| Age |
| Position |
| Date First Appointed as Officer or Director
|
|
|
|
|
|
|
|
Claude Zdanow |
| 37 |
| Chief Executive Officer and Director |
| June 13, 2024 |
Christopher Becker |
| 35 |
| President |
| December 2, 2024 |
Scott Kauffman |
| 69 |
| Chairman of the Board |
| July 21, 2025 |
Jon Bond |
| 68 |
| Director |
| May 1, 2025 |
Howard D. Palefsky |
| 78 |
| Director |
| June 10, 2025 |
Mark Gazit |
| 57 |
| Director |
| July 18, 2025 |
Reda Raad |
| 52 |
| Director |
| July 20, 2025 |
Kelly Anderson |
| 58 |
| Audit Committee Chairperson |
| August 22, 2025 |
Our directors are elected annually (or as often as we hold meetings of stockholders) and will hold office until our next annual meeting of the stockholders and until their successors are elected and qualified. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement. Our officers and directors may receive compensation as determined by us from time to time by vote of the Board of Directors. Such compensation might be in the form of stock options. Directors may be reimbursed by the Company for expenses incurred in attending meetings of the Board of Directors. Vacancies in the Board are filled by majority vote of the remaining directors.
The business experience of our officers and directors is as follows:
Claude Zdanow has been our Chief Executive Officer and a member of our Board of Directors since June 2024. Mr. Zdanow served as Chief Executive Officer of Integrum Group, LLC (“Integrum”) from March of 2023 and from June 2021 until then as its President. Additionally, Mr. Zdanow is the founder of and serves as the Managing Partner of 35 Wellsona Holdings LLC, a position that he has held since January 2021. Mr. Zdanow is also a principal of Claude Philippe Wines LLC, which he founded in June 2021. Between July 2007 and May 2021, he served as the Chief Executive Officer of Stadiumred, Inc., a global marketing agency collective with agencies operating across multiple disciplines and industries. Mr. Zdanow serves as a director of Endexx Corporation, a Consumer Products (CPG) company specializing in Plant-Based formulations and Innovative delivery systems. He is the founder of Sona Hills, a boutique vineyard resort in Paso Robles, CA, and Claude Philippe Wines, where he combines his business acumen with his personal interests.
| 23 |
| Table of Contents |
Christopher Becker was appointed as our President in December 2024. Mr. Becker was previously the President of Integrum Group, LLC., now a wholly owned subsidiary of the Company beginning in April 2023, where he was responsible for strategic leadership, operational oversight, managing mergers and acquisitions, agency support and development, stakeholder management, and team leadership and development. From August 2021 to April 2023, Mr. Becker was Managing Director of Storia, the Company’s flagship digital marketing agency. From September 2020 through August 2021, he was Head of Business Development for Stadiumred, Inc. Prior to that, Mr. Becker worked at various companies specializing in managing mergers and acquisitions, consulting on digital marketing, and developing and growing company goals and revenues. He has a Bachelor of Science in Communications Disorders from Eastern Kentucky University.
Scott Kauffman was appointed Chairman of the Board of Directors in July 2025. Mr. Kauffman brings over three decades of executive and board-level experience spanning marketing services, media, ecommerce, and digital innovation. He served as Chairman and Chief Executive Officer of MDC Partners, Inc. (now Stagwell Inc., NASDAQ: STGW), a global marketing services network, where he led the company through a transformative period culminating in its combination with Stagwell Marketing Group Holdings to form a $3 billion-plus global marketing enterprise. Prior to MDC Partners, Mr. Kauffman served as President and Chief Executive Officer of Geeknet, Inc. (NASDAQ: GKNT), Chief Operating Officer of BlueLithium (acquired by Yahoo!), and Chief Executive Officer of Zinio, a digital magazine platform. Earlier in his career, he held positions at CompuServe, Time Warner, Newsweek, and Benton & Bowles. Mr. Kauffman also served as Chairman of Lotame, a data enrichment and identity solutions provider. He holds an A.B. in English from Vassar College and an MBA in Marketing from New York University’s Stern School of Business.
Jon Bond was appointed to the Board of Directors in May 2025. Mr. Bond is a widely recognized advertising industry innovator and entrepreneur. He co-founded Kirshenbaum Bond & Partners, a pioneering advertising agency known for its unconventional approach to brand building. He subsequently served as Chief Executive Officer of Big Fuel Communications (acquired by Publicis Groupe), and helped pioneer programmatic media through ventures including Varick Media Management and Iballs. Mr. Bond has held leadership and board roles at White Ops (now HUMAN Security), The Shipyard, and Sito Mobile (NASDAQ: SITO), and currently serves on the board of directors of Inuvo, Inc. (NYSE American: INUV), an AI-powered media company. Mr. Bond was recently nominated for the 2025 Advertising Hall of Fame.
Howard D. Palefsky was appointed to the Board of Directors in June 2025 and serves as Chair of the Company’s Governance and Nominating Committee. Mr. Palefsky is a distinguished executive with more than three decades of experience in the healthcare, life sciences, and medical technology sectors. He has led organizations to achieve significant growth, creating aggregate enterprise value exceeding $4 billion, and has served on the boards of more than 30 organizations. Mr. Palefsky previously served as Chairman, President, and Chief Executive Officer of Collagen Corporation from 1978 to 1997. He was a Managing Director at Montreux Equity Partners from 2002 to 2015, where he was responsible for raising over $500 million in limited partner commitments. Since January 2016, he has served as President of Victoria Capital Management Inc. Mr. Palefsky holds a Bachelor of Science in Mathematics from the City College of the City University of New York and an MBA from Stanford University.
Mark Gazit was appointed to the Board of Directors in July 2025. Mr. Gazit is a globally recognized authority in cybersecurity, artificial intelligence, and financial technology. He co-founded ThetaRay in 2013 and served as its Chief Executive Officer for a decade, building the company into a worldwide leader in AI-driven financial crime detection. Prior to co-founding ThetaRay, Mr. Gazit served as Managing Director of NICE Cyber & Intelligence Solutions and previously served as Group President and Chief Executive Officer of SkyVision. He has held executive roles at leading technology companies including Deltathree and NetVision. Mr. Gazit completed executive programs at Harvard Business School, London Business School, and MIT, and studied Computer Science and Mathematics at Hebrew University.
Reda Raad was appointed to the Board of Directors in 2025. Mr. Raad is the Group CEO and co-founder of TBWA\RAAD, one of the largest communications groups in the Middle East and North Africa (MENA) region. Under his leadership, TBWA\RAAD has grown from a four-person startup into a network of 12 full-service agencies across the MENA region with over 1,000 employees. Mr. Raad led the diversification strategy of the group, building a multi-disciplinary communications platform encompassing advertising, shopper marketing, public relations, and digital services. He earned a degree in Advertising and Marketing Management from Syracuse University’s Whitman School of Management.
| 24 |
| Table of Contents |
Board Leadership Structure
Our Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders. During 2025, the Board appointed Kelly Anderson as Chairman of the Board, separating the Chairman and Chief Executive Officer roles to strengthen independent board oversight as the Company enters its next phase of growth.
Risk Oversight
Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company.
Arrangements between Officers and Directors
To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including our Board of Directors, pursuant to which such officer was selected to serve as an officer.
Other Directorships
No director of the Company is also a director of issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act), except as disclosed in the biographical information for each director set forth above.
Involvement in Certain Legal Proceedings
To our knowledge, none of our officers or directors was involved in any of the following during the past ten years: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, (5) being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
| 25 |
| Table of Contents |
Committees of the Board
During 2025, the Company established a Governance and Nominating Committee, chaired by Howard D. Palefsky. The Governance and Nominating Committee is responsible for identifying and recommending qualified candidates for director positions, developing and recommending corporate governance guidelines, and overseeing the evaluation of the Board and management. The Company established an Audit Committee, chaired by Kelly Anderson. Our Board of Directors believes that it will continue to evaluate the need for additional standing committees as the Company’s governance structure evolves.
Our Company does not have any defined policy or procedural requirements for stockholders to submit recommendations or nominations for directors. The Board of Directors believes that, given the early stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level.
Stockholder Communications with the Board
A stockholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Chief Executive Officer at the address appearing on the first page of this Annual Report.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct and strives to be compliant with applicable laws and regulations, including SEC rules.
In lieu of a separately designated Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices and policies.
Director Independence
Our common stock is currently quoted on the OTCQB Market maintained by OTC Markets. The OTCQB Market does not require us to have independent members of our Board of Directors. The Board of Directors has not made a formal determination as to the independence of each director under applicable listing standards; however, the Company believes that the non-management directors appointed during 2025, including Ms. Kelly Anderson, Mr. Kauffman, Mr. Bond, Mr. Palefsky, Mr. Gazit, and Mr. Raad, qualify as independent directors.
The Company has established a Governance and Nominating Committee as described above. The Company does not currently have a separately designated audit or compensation committee.
Code of Ethics and Code of Conduct
We have adopted a Code of Ethics and a Code of Conduct. The Code of Ethics and a Code of Conduct applies to all officers, directors, and employees. The Code of Ethics and a Code of Conduct is posted on the Company’s internet website. The Code of Ethics also complies with requirements of the Sarbanes-Oxley Act.
We intend to disclose any amendments or future amendments to our Code of Ethics and a Code of Conduct and any waivers with respect to our Code of Ethics and a Code of Conduct granted to our principal executive officer, our principal financial officer, and our principal accounting officer on our website.
Board of Directors Meetings
During the year ended December 31, 2025, the Board acted by unanimous written consent on matters including the appointment of new directors, establishment of the Governance and Nominating Committee, and other corporate matters. The Company has not held an annual meeting since the Company went public in 2017.
| 26 |
| Table of Contents |
Policy on Equity Ownership
The Company does not have a policy on equity ownership at this time.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
While we do not have a formal written policy in place with regard to the timing of awards of options in relation to the disclosure of material nonpublic information, the Company is mindful of the regulations and requirements regarding the timing and disclosure of option grants. No equity awards were granted during 2025.
Insider Trading/Policy Against Hedging
The Company is committed to maintaining the highest ethical standards in all aspects of its operations, including compliance with applicable securities laws and regulations. The Company expects all directors, officers, employees and their immediate family members to conduct all transactions involving the Company’s securities in compliance with all applicable securities laws and regulations and in accordance with the Company’s insider trading policy.
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”)
Dodd-Frank requires public companies to provide shareholders with an advisory vote on compensation of the most highly compensated executive officers. As a smaller reporting company, the Company is presently exempt from certain provisions of the Dodd-Frank Act.
Compensation Recovery and Clawback Policies
Under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, the Company can recoup the incentive compensation paid to the CEO, CFO, and other named executives during the 12-month period following the first public issuance of the non-complying document. This “clawback” can apply whether or not the named executive was involved in the misconduct.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of a registered class of our equity securities to file initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 or 5) of common stock with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
On February 26, 2025, each of Claude Zdanow, Patricia Kaelin and Christopher Becker filed a late Form 3 reporting their respective positions with the Company. To the Company’s knowledge, based solely on review of the copies of such reports and amendments thereto furnished to the Company, all Section 16(a) filing requirements applicable to its officers, directors and beneficial owners of greater than 10% of its equity securities were otherwise timely satisfied during the fiscal year ended December 31, 2025, except as noted above and any late filings by newly appointed directors during 2025, for which Forms 3 were filed.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of (i) all individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation level; (ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year, if any; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year (collectively, the “Named Executive Officers”).
| 27 |
| Table of Contents |
Summary Compensation Table*
Name And Principal Position |
| Fiscal Year Ended December 31 |
| Salary ($) |
|
| Bonus ($) |
|
| Stock Awards ($)# |
|
| Option Awards ($)# |
|
| All Other Compensation ($) |
|
| Total ($) |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Claude Zdanow |
| 2025 |
|
| 480,000 |
|
|
| - |
|
|
| 1,000,000 |
|
|
| - |
|
|
| 90,000** |
|
|
| 1,570,000 |
|
CEO |
| 2024 |
|
| 360,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
| 45,000** |
|
|
| 405,000 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patricia Kaelin(1) |
| 2025 |
|
| 160,000 |
|
|
| - |
|
|
| 400,000 |
|
|
| - |
|
|
| - |
|
|
| 560,000 |
|
CFO |
| 2024 |
|
| 20,833 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 20,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Becker |
| 2025 |
|
| 200,000 |
|
|
|
|
|
|
| 38,100 |
|
|
|
|
|
|
|
|
|
|
| 238,100 |
|
President |
| 2024 |
|
| 191,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 191,667 |
|
________________
* | Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. No executive officer earned any non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above. | ||
** | Consists of a home office stipend. | ||
# | The fair value of stock issued for services computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 on the date of grant. The fair value of options granted computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 on the date of grant. | ||
(1) | On August 31, 2025, Ms. Kaelin ceased serving as the CFO. At that time, Mr. Zdanow was appointed as CFO in addition to his role as CEO. | ||
We do not provide our officers or employees with pension, stock appreciation rights, long-term incentive, profit sharing, retirement or other plans, although we may adopt one or more of such plans in the future.
We do not maintain any life or disability insurance on any of our officers.
We do not have any outstanding options, warrants or other securities which provide for the issuance of additional shares of our common stock as compensation for services of directors or officers.
Employment Agreements; Outstanding Equity Awards; Key Man Insurance
Employment Agreements
Claude Zdanow
Mr. Zdanow is employed as the Chief Executive Officer of ONAR, LLC under an employment agreement with a term that commenced on August 1, 2024. Mr. Zdanow’s annual base salary is $360,000. In addition to his base salary, Mr. Zdanow is entitled to an annual cash performance bonus, which Mr. Zdanow can elect to take in the Company’s common stock based on the attainment of individual and/or other performance objectives as determined by the Board. Mr. Zdanow will be entitled to earn a one-time $1,000,000 bonus payable in cash or stock at Mr. Zdanow’s election, or deferred if we do not have sufficient cash to make the bonus payment, upon our successful acquisition or acquisitions of a company or companies that increase our EBITDA by at least $1,000,000. In addition, Mr. Zdanow was entitled to receive stock options to purchase 300% of his base salary under the 2025 Plan as of December 31, 2025. These stock options will vest (a) 12.5% after 6 months, (b) 37.5% after 1 year, (c) 25% after 2 years, and (d) 25% after 3 years following the commencement of Mr. Zdanow’s employment. Additionally, he is also entitled to participate in the health, dental and retirement benefit plans as are made available by the Company for its other US-based executive officers, as well as indemnification by the Company to the fullest extent permitted by law, and the Company’s organizational documents. The employment agreement may be terminated by either party at any time on three-months’ notice. If Mr. Zdanow is terminated by the Company without cause and not due to Mr. Zdanow’s disability, then, upon Mr. Zdanow’s separation from service, subject to Mr. Zdanow’s compliance with the employment agreement, in addition to the accrued obligations, the Company shall pay to Mr. Zdanow an amount in cash equal to twelve (12) months of Mr. Zdanow’s base salary. In addition, the Company will continue to provide medical insurance to Mr. Zdanow (at the same standard as prior to termination) for the period Mr. Zdanow is eligible for severance payments. Mr. Zdanow’s employment agreement contains customary non-competition and non-solicitation of Company customers or employees’ provisions during the term of the agreement.
| 28 |
| Table of Contents |
Patricia Kaelin
Ms. Kaelin was employed as the Chief Financial Officer of ONAR, LLC under an employment agreement with a term that commenced on December 1, 2024. Ms. Kaelin’s annual base salary was $250,000. In addition to her base salary, Ms. Kaelin was entitled to a bonus in the amount of 100% of Ms. Kaelin’s annual base salary for achieving budgeted EBITDA in any fiscal year plus an additional 1% for every 1% over budgeted EBITDA up to a total of 200% of annual base salary, as calculated by the Company in good faith. In addition, Ms. Kaelin was entitled to receive a grant of common stock of $400,000 that will vest (a) 25% after 90 days, (b) 25% after 1 year, (c) 25% after 2 years, and (d) 25% after 3 years. Additionally, she was also entitled to participate in the health, dental and retirement benefit plans as are made available by the Company for its other executive officers. Ms. Kaelin’s employment agreement contained customary non-competition and non-solicitation of Company customers or employees’ provisions during the term of the agreement. Ms. Kaelin resigned from her position effective on August 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
The Company: (i) did not grant any stock options to its executive officers or directors during the year ended December 31, 2025; (ii) did not have any outstanding unvested equity awards as of December 31, 2025; and (iii) had no options exercised by its Named Executive Officers in the fiscal year ended December 31, 2025.
Key Man Insurance
The Company does not hold “Key Man” life insurance on any of its officers or directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table presents certain information regarding the beneficial ownership of all shares of common stock as of June 11, 2026 by (i) each person who owns beneficially more than five percent (5%) of the outstanding shares of common stock based on 182,178,195 shares outstanding as of June 11, 2026, (ii) each of our directors, (iii) each named executive officer and (iv) all directors and officers as a group. Except as otherwise indicated, all shares are owned directly.
| 29 |
| Table of Contents |
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities. We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Additionally, shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of June 11, 2026, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 990 Biscayne Blvd, 5th Floor, Miami, FL 33132.
Name and Address of Beneficial Owner |
| Common Shares Beneficially Owned |
|
| Common Ownership Percentage |
|
| Series A Preferred Stock Shares Beneficially Owned |
|
| Series A Preferred Stock Percentage (1) |
|
| Total Voting Percentage (2) |
| |||||
Officers and Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Claude Zdanow (3) |
|
| 164,001,780 | (3) |
|
| 60.5 | % |
|
| 1,000 |
|
|
| 100 | % |
|
| 71.2 | % |
Christopher Becker |
|
| - |
|
| * |
|
|
| - |
|
| * |
|
| * |
| |||
Scott Kauffman |
|
| - |
|
| * |
|
|
| - |
|
| * |
|
| * |
| |||
Jon Bond |
|
| - |
|
| * |
|
|
| - |
|
| * |
|
| * |
| |||
Howard D. Palefsky |
|
| - |
|
| * |
|
|
| - |
|
| * |
|
| * |
| |||
Mark Gazit |
|
| - |
|
| * |
|
|
| - |
|
| * |
|
| * |
| |||
Reda Raad |
|
| - |
|
| * |
|
|
| - |
|
| * |
|
| * |
| |||
All officers and directors as a group (2 persons) |
|
| 164,001,780 |
|
|
| 60.5 | % |
|
| 1,000 |
|
|
| 100 | % |
|
| 71.2 | % |
___________
* Less than 1%.
(1) The 1,000 shares of Series A Preferred Stock have the right, voting in aggregate, to vote on all stockholder matters equal to fifty-one percent (51%) of the total vote.
(2) Based on 371,792,234 total voting shares, including 182,178,195 shares voted by our common stockholders and 189,614,039 voting shares voted by our Series A Preferred Stockholder (see also footnote 1).
(3) Shares are held indirectly through Mt Olympus Ventures, Inc. (“Mt Olympus”). Mr. Zdanow is the sole owner of Mt Olympus. The business address of Mt Olympus is 15442 Ventura Blvd., Suite 101, Sherman Oaks, CA 91403. Common shares beneficially owned by Mr. Zdanow include 75,000,000 shares of Common Stock owned by Mt Olympus and 89,001,780 shares of Common Stock issuable upon conversion of outstanding shares of our Series C Preferred Stock owned by Mt Olympus.
| 30 |
| Table of Contents |
Change of Control
The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.
Equity Compensation Plan Information
The following table sets forth information, as of December 31, 2025, with respect to our compensation plans under which common stock is authorized for issuance.
Plan Category |
| Number of securities to be issued upon exercise of outstanding options, warrants and rights (A) |
|
| Weighted-average exercise price of outstanding options, warrants and rights (B) |
|
| Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A) (C) |
| |||
Equity compensation plans approved by stockholders |
|
| - |
|
| $ | - |
|
|
| - |
|
Equity compensation plans not approved by stockholders (1) |
|
| - |
|
| $ | - |
|
|
| 45,000,000 |
|
Total |
|
| - |
|
| $ | - |
|
|
| 45,000,000 |
|
(1) Consists of awards available for future issuance under the ONAR Holding Corporation 2025 Omnibus Incentive Plan.
ONAR Holding Corporation 2025 Omnibus Incentive Plan
On February 6, 2025, the Board approved and adopted the Company’s 2025 Omnibus Incentive Plan (the “2025 Plan”). The 2025 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to any limitations provided by federal or state securities laws, to receive (i) options, (ii) stock appreciation rights, (iii) restricted shares, (iv) restricted stock units, (v) performance-based awards, (vi) other share-based awards, (vii) other cash-based awards, or (viii) any combination of the foregoing. In making such determinations, the Board may take into account the nature of the services rendered by such person, his or her present and potential future contribution to the Company’s success, and such other factors as the Board in its discretion shall deem relevant. A total of 45,000,000 shares of common stock are authorized for awards under the 2025 Plan. No shareholder approval was required for the adoption of the 2025 Plan, which became effective upon approval by the Board. On March 31, 2026, the Company filed a post-effective amendment to terminate the offerings of shares pursuant to the registration statement on Form S-8 relating to the shares registered pursuant to the 2025 Plan and terminated the 2025 Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Advance to Affiliated Entity
During the year ended December 31, 2024 and prior to the acquisition of HLDCO the Company advanced an entity controlled by the Company’s CEO $400,700. The purpose of this advance was to enable that entity to purchase the Company’s outstanding super-voting Series A Preferred Stock from the prior controlling shareholder, which facilitated the change of control and subsequent reverse-merger transaction described in Note 2. On March 11, 2025, this advance was formalized into a promissory note receivable. Under the new terms, the note bears interest at 5% per annum, requires no monthly payments, is unsecured and is due on March 11, 2035. The Company classifies this 10-year note receivable as loan receivable under ASC 310, as it has the positive intent and ability to hold the note until its maturity date. The note is initially recognized at fair value, and is measured at amortized cost using the effective interest method subsequently. The note is presented on the balance sheet at its amortized cost, inclusive of accrued interest. The stated interest rate reflects the effective yield, resulting in a carrying value that equals the principal plus accumulated interest receivable.
| 31 |
| Table of Contents |
As of December 31, 2025 the balance remains outstanding and is included in ‘Advance to affiliated entity’ on the accompanying consolidated balance sheets.
Advances to related party
During the year ended December 31, 2025, the Company made certain advances to a related party. These advances were unsecured, due on demand and did not bear or accrue interest. These advances we repaid during the fourth quarter of 2025.
Revenues and Accounts Receivable, related party
During the years ended December 31, 2025 and 2024, the Company recognized revenues of approximately $-0- and $81,955, respectively, to entities which share common management. As of December 31, 2025, all amounts due from these entities have been fully reserved through an allowance for credit losses established in previous periods.
Notes Payable
The Company has 5 notes payable due to a related party as described in Note 7. As of December 31, 2025, accrued interest due under these notes was $-0-.
| 32 |
| Table of Contents |
Notes payable
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||
On August 8, 2025, the Company entered into an exchange agreement with a related party providing for the replacement and issuance of a promissory note in the principal amount of $1,009,062. The note matures on August 12, 2026 and bears interest at 18% per annum. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in four payments of $5,000 beginning September 2025, with four payments of $10,000 beginning January 2025, then $25,000 beginning May 2026 with the balance due during August 2026. Additionally, the holder of the note may convert the note into shares of common stock at a fixed rate of $0.035 per share. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 120% of any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). |
|
| 1,029,062 |
|
|
| - |
|
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, directors and significant stockholders. However, all of the transactions described above were approved and ratified by our Board of Directors. In connection with the approval of the transactions described above, our Board of Directors took into account various factors, including his fiduciary duty to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.
We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors. On a moving forward basis, our Board of Directors will continue to approve any related party transaction based on the criteria set forth above.
Conflict of Interest
The officers and directors of the Company are not involved in other business activities but may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The policy of the Board is that any personal business or corporate opportunity incurred by an officer or director of the Company must be examined by the Board and turned down by the Board in a timely basis before an officer or director can engage or take advantage of a business opportunity which could result in a conflict of interest.
| 33 |
| Table of Contents |
Director Independence
Our common stock is currently quoted on the OTCQB Market maintained by OTC Markets. The OTCQB Market does not require us to have independent members of our Board of Directors.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our Audit Committee of the Board of Directors approves in advance the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.
The following table sets forth the fees billed by our independent accounting firm WWC, P.C., for each of our last two fiscal years for the categories of services indicated.
|
| Years Ended |
| |||||
|
| December 31, |
| |||||
Category |
| 2025 |
|
| 2024 |
| ||
Audit Fees |
| $ | 135,000 |
|
| $ | 100,000 |
|
Audit Related Fees |
|
| - |
|
|
| - |
|
Tax Fees |
|
| - |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| - |
|
Total |
| $ | 135,000 |
|
| $ | 100,000 |
|
Audit fees. Consists of fees billed for the audit of our annual financial statements and review of our interim financial information and services that are normally provided by the accountant in connection with year-end and quarter-end statutory and regulatory filings or engagements.
Audit-related fees. Consists of fees billed for services relating to review of other regulatory filings including registration statements, periodic reports and audit related consulting.
Tax fees. Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.
Other fees. Other services provided by our accountants.
We do not use the auditors for financial information system design and implementation. Such services, which include designing or implementing a system that aggregates source data underlying the financial statements or that generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage the auditors to provide compliance outsourcing services.
| 34 |
| Table of Contents |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
(a) Documents filed as part of this Annual Report:
| (1) | Consolidated Financial Statements |
|
|
|
|
| The consolidated financial statements and notes are included herein under “Part II”-”Item 8. Financial Statements and Supplementary Data”. |
|
| Page |
|
Report of Independent Registered Public Accounting Firm |
| F-2 |
|
|
|
|
|
Consolidated Balance Sheets |
| F-4 |
|
|
|
|
|
Consolidated Statements of Operations |
| F-5 |
|
|
|
|
|
Consolidated Statements of Stockholders’ Deficit |
| F-6 |
|
|
|
|
|
Consolidated Statements of Cash Flows |
| F-7 |
|
|
|
|
|
Notes to Consolidated Financial Statements |
| F-8 |
|
| (2) | Consolidated Financial Statement Schedules |
All schedules are omitted because they are inapplicable or not required or the required information is shown in the consolidated financial statements or notes thereto.
| 35 |
| Table of Contents |
| (3) | Exhibits required by Item 601 of Regulation S-K |
Exhibit |
|
|
| Filed/ Furnished |
| Incorporated By Reference | |
Number |
| Description of Exhibit | Herewith | Form | Exhibit | Filing Date | File Number |
3.1 |
| Articles of Incorporation as amended and restated |
| 8-K | 3.1 | 2/3/2025 | 000-56012 |
3.2 |
| Certificate of Amendment to Articles of Incorporation of ONAR Holding Corporation, dated September 29, 2025. |
| 8-K | 3.1 | 10/03/2025 | 000-56012 |
3.3 |
| Amended and Restated Bylaws |
| 10-K | 3.6 | 4/15/2025 | 000-56012 |
3.4 |
| Certificate of Designation of Series A Preferred Stock |
| 8-K | 3.1 | 6/17/2021 | 000-56012 |
3.5 |
| Certificate of Designation of Series B Preferred Stock |
| 8-K/A | 4.1 | 7/31/2024 | 000-56012 |
3.6 |
| Certificate of Designation of Series C Preferred Stock |
| 8-K/A | 4.2 | 7/31/2024 | 000-56012 |
3.7 |
| Certificate of Designation of Series D Preferred Stock |
| 8-K/A | 4.3 | 7/31/2024 | 000-56012 |
3.8 |
| Designations of Series E Preferred Stock |
| 8-K | 4.1 | 06/12/2025 | 000-56012 |
4.1 |
| Description of Securities of the Registrant |
| 10-K | 4.1 | 4/15/2025 | 000-56012 |
10.1 |
| 351 Contribution Agreement between the Company and the members of HLDCO, LLC |
| 8-K/A | 10.1 | 7/31/2024 | 000-56012 |
10.2† |
| ONAR Holding Corporation 2025 Omnibus Incentive Plan |
| 8-K | 10.1 | 2/12/2025 | 000-56012 |
10.3† |
| Employment Agreement dated as of December 1, 2024 by and between the Company and Tricia Kaelin |
| 10-K | 10.3 | 4/15/2025 | 000-56012 |
10.4† |
| Employment Agreement dated as of September 27, 2024 by and between the Company and Claude Zdanow |
| 10-K | 10.4 | 4/15/2025 | 000-56012 |
10.5 |
| Form of Subscription Agreement |
| 8-K | 10.1 | 06/12/2025 | 000-56012 |
10.6 |
| Securities Purchase Agreement by and among Storia Agency, LLC, Juice Labs LLC and the sellers listed on Schedule 1 thereto, dated as of September 15, 2025 |
| 10-K | 10.1 | 09/19/2025 | 000-56012 |
10.7 |
| Asset Purchase Agreement, dated December 31, 2025, by and among ONAR Holding Corporation. and VMED Consulting, Inc. |
| 8-K | 10.1 | 01/07/2026 | 000-56012 |
36 |
| Table of Contents |
14.1* |
| Code of Ethics and Code of Conduct | ☒ |
|
|
|
|
19.1 |
| ONAR Holding Corporation Insider Trading Policy |
| 10-K | 19.1 | 04/15/2025 | 000-56012 |
21.1* |
| Subsidiaries | ☒ |
|
|
|
|
23.1* |
| Consent of WWC, P.C. | ☒ |
|
|
|
|
31.1** |
| Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act | ☒ |
|
|
|
|
32.1** |
| Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | ☒ |
|
|
| |
97.1* | Clawback Policy | ☒ |
|
|
| ||
101.INS* |
| XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ☒ |
|
|
|
|
101.SCH* |
| XBRL Taxonomy Extension Schema Document | ☒ |
|
|
|
|
101.CAL* |
| XBRL Taxonomy Extension Calculation Linkbase Document | ☒ |
|
|
|
|
101.DEF* |
| XBRL Taxonomy Extension Definition Linkbase Document | ☒ |
|
|
|
|
101.LAB* |
| XBRL Taxonomy Extension Label Linkbase Document | ☒ |
|
|
|
|
101.PRE* |
| XBRL Taxonomy Extension Presentation Linkbase Document | ☒ |
|
|
|
|
104* |
| XBRL for the cover page of this Annual Report on Form 10-K included in the Exhibit 101 Inline XBRL Document Set | ☒ |
|
|
|
* Filed herewith.
** Furnished Herewith.
† Exhibit constitutes a management contract or compensatory plan or agreement.
ITEM 16. FORM 10-K SUMMARY
None.
| 37 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ONAR Holding Corp |
| |
|
|
|
|
Date: June 11, 2026 | By: | /s/ Claude Zdanow |
|
|
| Claude Zdanow |
|
|
| Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name |
| Title |
| Date |
|
|
|
|
|
By: /s/ Claude Zdanow |
| Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) and Director |
| Date: June 11, 2026 |
Claude Zdanow |
|
|
|
|
By: /s/ Howard Palefsky |
| Director |
| Date: June 11, 2026 |
Howard Palefsky |
|
|
|
|
|
|
|
|
|
By: /s/ Jon Bond |
| Director |
| Date: June 11, 2026 |
Jon Bond |
|
|
|
|
|
|
|
|
|
By: /s/ Scott Kauffman |
| Director |
| Date: June 11, 2026 |
Scott Kauffman |
|
|
|
|
|
|
|
|
|
By: |
| Director |
| Date: June , 2026 |
Mark Gazit |
|
|
|
|
|
|
|
|
|
By: /s/ Reda Raad |
| Director |
| Date: June 11, 2026 |
Reda Raad |
|
|
|
|
|
|
|
|
|
By: /s/ Kelly Anderson |
| Director |
| Date: June 11, 2026 |
Kelly Anderson |
|
|
|
|
| 38 |