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  4. [8-K] Onar Holding Corp Reports Material Event

Onar Holding completes initial closing of $15M financing

Conversion into preferred equity depends on completion of a Nasdaq listing, while proceeds are intended for acquisition consideration and working capital.

Filing Impact
(Very High)
Filing Sentiment

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment worksHow the balance works

Form Type
8-K

Rhea-AI Filing Summary

Onar Holding Corporation (ONAR) completed the initial closing of its previously announced $15 million financing. The financing may convert into preferred equity at a fixed price based on a $25 million pre-money valuation, but conversion occurs only upon completion of a Nasdaq listing. Onar also entered into a senior secured facility of up to $5 million, convertible on the same valuation basis; total new financing capacity is up to $20 million. Upon full funding and conversion, the implied post-money valuation is approximately $40 million.

Proceeds are intended to fund cash consideration for the previously announced acquisition of a U.S. affiliate marketing agency and working capital for the combined business. Holders of approximately $6.5 million of existing notes exchanged those obligations into the financing, retiring the exchanged notes and associated warrants. Onar’s stated risks include substantial doubt about its ability to continue as a going concern, a working capital deficit and increased indebtedness.

1 point · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

  • Major point. Forward-looking: it has not happened yet and may not happen.Up to $20 million in financing capacity is intended for the planned acquisition. 5.9× market cap

Negative

  • Major pointSubstantial doubt about Onar’s ability to continue as a going concern.

Filing Explained

The release says the financing securities were offered and sold in a private placement and are unregistered, so they cannot be offered or sold in the United States without registration or an applicable exemption.

Financing $15 million Previously announced financing; initial closing completed.
Pre-money valuation $25 million Basis for potential conversion into preferred equity.
Implied post-money valuation Approximately $40 million Upon full funding and conversion.
Senior secured facility Up to $5 million Convertible into preferred equity on the same valuation basis.
Total new financing capacity Up to $20 million Includes the financing and senior secured facility.
Existing notes exchanged Approximately $6.5 million Exchanged into the financing; exchanged notes and associated warrants were retired.
pre-money valuation financial
"based on a $25 million pre-money valuation"
Pre-money valuation is the estimated worth of a company before it receives any new investment. It can be thought of as the company's value right before adding fresh money, similar to valuing a house before a renovation. This figure helps investors understand how much of the company they will own after investing and how their investment impacts the company's overall value.
post-money valuation financial
"implied post-money valuation of approximately $40 million"
Post-money valuation is the total value of a company immediately after a new round of investment, equal to the company's value before the investment plus the new cash injected. It matters to investors because it sets the price for ownership shares, shows how much of the company each investor owns, and determines future dilution and return potential—like seeing a home's price tag after renovations to understand each owner's share.
senior secured facility financial
"an additional senior secured facility of up to $5 million"
A senior secured facility is a loan or credit line that a company borrows where lenders have first claim on specific assets if the borrower can’t repay. Think of it as a mortgage-like pledge combined with being first in line to get paid back, which lowers the lender’s risk. Investors care because it affects a borrower’s default risk and recovery prospects—senior secured debt is generally safer than unsecured or junior debt and influences a company’s borrowing cost and capital structure.
preferred equity financial
"convertible into preferred equity on the same valuation basis"
Preferred equity is a type of investment that sits between common stock and debt in a company's financial structure. It typically offers investors priority in receiving dividends and getting their money back if the company runs into trouble, making it somewhat safer than regular shares. Investors value preferred equity because it provides a steady income stream while still allowing some participation in the company's success.
private placement regulatory
"offered and sold in a private placement to accredited investors"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Were ONAR’s financing securities registered?
No. The securities were offered and sold in a private placement to accredited investors and have not been registered under the Securities Act of 1933 or any state securities laws; U.S. offers or sales require registration or an applicable exemption.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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EXHIBIT 99.1

  

FOR IMMEDIATE RELEASE

   

ONAR Announces Initial Closing of $15 Million Financing at a $25 Million Pre-Money Valuation to Fund the Largest Acquisition in Company History

 

Implied post-money valuation of approximately $40 million upon full funding and conversion; an additional senior secured facility of up to $5 million, also convertible into preferred equity on the same valuation basis, brings total new financing capacity to up to $20 million; approximately $6.5 million of existing notes exchanged into the financing, aligning the Company’s lenders with its previously announced listing path

 

Miami, FL, September 29, 2026 (GLOBE NEWSWIRE) -- ONAR Holding Corporation (OTC PINK: ONAR) (“ONAR” or the “Company”), an AI-powered marketing platform, today announced that it has completed the initial closing of its previously announced $15 million financing with a syndicate of institutional investors. The financing will potentially convert into preferred equity at a fixed price based on a $25 million pre-money valuation of the Company, implying a post-money valuation of approximately $40 million upon conversion, and conversion occurs only upon the completion of a Nasdaq listing. In connection with the transactions, the Company also entered into a senior secured facility of up to $5 million, which is likewise convertible into preferred equity on the same valuation basis, bringing the Company’s total new financing capacity to up to $20 million. The proceeds are intended to fund the cash consideration for the Company’s previously announced acquisition of a leading U.S. affiliate marketing agency, the largest acquisition in the Company’s history, together with working capital for the combined business.

 

As part of the financing, holders of approximately $6.5 million of the Company’s existing notes exchanged those obligations into the new financing, retiring the exchanged notes and the associated warrants. This advances the third priority the Company set out in its July letter to stockholders, converting a portion of outstanding debt into securities that align its long-term lenders with the Company and its stockholders.

 

The valuation and structure carry a simple message. The investors funding this acquisition priced the Company at $25 million before their money went in, and they receive preferred equity if the Company completes the listing it told stockholders it would pursue. Every instrument in the structure, the notes, the exchange notes, and the senior facility, is convertible on the basis of that same $25 million pre-money valuation.

 

The complete terms of the financing, including the notes, the exchange agreements, and the related agreements, are set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2026.

  

“Getting a deal like this financed is not the story. Getting it financed at a $25 million valuation, by institutions whose preferred equity arrives when we complete our listing, is the story,” said Claude Zdanow, Chief Executive Officer of ONAR. “Our lenders looked at the plan we published in July and exchanged six and a half million dollars of old paper into it. New investors funded the rest. Everyone at the table now gets paid for the same outcome our stockholders want, and that alignment was the whole design.”

 

 

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About ONAR Holding Corporation

 

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

 

No Offer or Solicitation

 

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities. The securities described above were offered and sold in a private placement to accredited investors, have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

Forward-Looking Statements

 

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

 

Media and Investor Contact

 

ONAR Holding Corporation 

Investor Relations 

IR@onar.com

(213) 437-3081 

www.onar.com

 

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Source: View Original Filing on SEC EDGAR

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