ONAR Holding Corporation (OTC Pink: ONAR) sets $1,000,000 down payment in Advertise Purple bid

Rhea-AI Filing Summary

ONAR Holding Corporation entered into Amendment No. 1 to its non-binding letter of intent with Advertise Purple, Inc. on July 27, 2026. Under this amendment, ONAR agreed to pay Advertise Purple a $1,000,000 down payment toward the purchase price for a proposed acquisition of all outstanding equity of Advertise Purple under a fully negotiated but unexecuted Proposed Purchase Agreement attached as an exhibit. The down payment will be credited dollar-for-dollar against the purchase price at closing.

The down payment becomes refundable only if ONAR delivers a Closing Readiness Notice and Advertise Purple, the Seller Parties, or Kyle Mitnick fail to sign the Proposed Purchase Agreement in its attached form and consummate closing within five business days; in that case Advertise Purple must return the funds within three business days of ONAR’s demand. In all other scenarios, including if ONAR chooses not to proceed or the transaction fails for other reasons, the down payment is non-refundable and retained by Advertise Purple. The amendment also sets an Outside Date of August 27, 2026, after which the amendment and original LOI automatically terminate if the Proposed Purchase Agreement has not been executed, or if executed, ONAR does not fund the purchase price within two business days. The company notes that completion of the transaction and its broader plans remain subject to significant risks, including substantial doubt about its ability to continue as a going concern, working capital deficits, need for additional financing, and satisfaction of closing conditions.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Amendment Date: July 27, 2026 Down Payment: $1,000,000 Outside Date: August 27, 2026 +3 more

6 metrics

Amendment Date July 27, 2026 Date ONAR and Advertise Purple entered into Amendment No. 1 to the Letter of Intent

Down Payment $1,000,000 Amount ONAR agreed to pay Advertise Purple toward the purchase price under the proposed acquisition

Outside Date August 27, 2026 Deadline for execution of the Proposed Purchase Agreement before automatic termination of the LOI and amendment

Closing Grace Period 5 business days Period after Closing Readiness Notice for parties to sign the Proposed Purchase Agreement and consummate closing

Refund Transfer Period 3 business days Time for Advertise Purple to return the down payment after ONAR’s written demand when refund conditions are met

Post-Signature Funding Window 2 business days Time for ONAR to deliver the purchase price after the last signature on the Proposed Purchase Agreement

Key Terms

Letter of Intent, Down Payment, Proposed Purchase Agreement, Outside Date

4 terms

Letter of Intent regulatory

"entered into Amendment No. 1 to the Letter of Intent"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

Down Payment financial

"pay to Advertise Purple the amount of $1,000,000 as a down payment"

An initial upfront payment made by a buyer when purchasing a high-cost item—like a house, car, or large service—intended to cover part of the total price and reduce the amount financed. Think of it as a security deposit that shows commitment and lowers the lender’s risk; larger down payments typically mean smaller loans, lower monthly payments, and less chance of default. For investors, average down payment sizes signal buyers’ financial health, influence a lender’s credit exposure, and affect short‑term cash flow and long‑term demand in financing‑dependent markets.

Proposed Purchase Agreement regulatory

"pursuant to a proposed securities purchase agreement, the form of which"

Outside Date regulatory

"if the Proposed Purchase Agreement has not been executed and delivered by the Company on or before August 27, 2026 (the “Outside Date”)"

An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.

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

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Available on EDGAR 07/31/2026 - 05:16 PM Accepted by SEC EDGAR 07/31/2026 - 05:15 PM Learn about SEC filing dates

FAQ

What agreement did ONAR (ONAR) enter into with Advertise Purple on July 27, 2026?

ONAR entered into Amendment No. 1 to a non-binding letter of intent with Advertise Purple, covering a proposed acquisition of all outstanding equity via a fully negotiated but unexecuted Proposed Purchase Agreement.

How large is the down payment ONAR (ONAR) agreed to make in the Advertise Purple deal?

ONAR agreed to a $1,000,000 down payment to Advertise Purple, credited dollar-for-dollar against the purchase price if the Proposed Purchase Agreement closes as contemplated under the amended letter of intent.

Under what conditions is ONAR’s (ONAR) $1,000,000 down payment refundable?

The down payment is refundable only if ONAR issues a Closing Readiness Notice and Advertise Purple, the Seller Parties, or Kyle Mitnick fail to sign the Proposed Purchase Agreement and close within five business days of that notice.

What happens if the Advertise Purple acquisition does not close for other reasons for ONAR (ONAR)?

If the transaction does not close for reasons other than the specified failure to sign and close after a Closing Readiness Notice, the $1,000,000 down payment becomes non-refundable and is retained by Advertise Purple under the amended letter of intent.

What is the Outside Date in ONAR’s (ONAR) amended letter of intent with Advertise Purple?

The amendment sets an Outside Date of August 27, 2026. If the Proposed Purchase Agreement is not executed by then, or if executed ONAR does not fund the purchase price within two business days, the amendment and original LOI automatically terminate.

What key risks does ONAR (ONAR) highlight related to the proposed Advertise Purple acquisition?

ONAR highlights risks including substantial doubt about its ability to continue as a going concern, a working capital deficit, need for additional financing, negotiation and execution of definitive documents, and satisfaction of closing and integration conditions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 27, 2026

ONAR Holding Corporation

(Exact name of registrant as specified in its charter)

Nevada		00-56012		47-2200506
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

990 Biscayne Blvd, 5th Floor Miami, FL 33132

(Address of principal executive office)

Registrant’s telephone number, including area code (213) 437-3081

_______________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ONAR		OTC Pink Limited Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On July 27, 2026, ONAR Holding Corporation, a Nevada corporation (the “Company”), and Advertise Purple, Inc., a California corporation (“Advertise Purple” and together with the Company, the “Parties”), entered into Amendment No. 1 to the Letter of Intent (the “Amended Letter of Intent”), which amends that certain non-binding letter of intent dated March 23, 2026 (the “LOI”), pursuant to which, among other things, the Company agreed to pay to Advertise Purple the amount of $1,000,000 as a down payment (the “Down Payment”) towards the purchase price for the acquisition of all of the outstanding equity interests of Advertise Purple by the Company (the “Transaction”) pursuant to a proposed securities purchase agreement, the form of which the Parties have fully negotiated and is attached as Exhibit B to the Amended Letter of Intent (the “Proposed Purchase Agreement”). The Down Payment shall be credited against and applied to reduce, on a dollar-for-dollar basis, the purchase price otherwise payable by the Company upon the closing of the Proposed Purchase Agreement (the “Closing”). The Proposed Purchase Agreement has not been executed and is not binding until executed by the Parties and certain other parties thereto. Capitalized terms used but not defined in this Current Report on Form 8-K shall have the meanings ascribed to them in the Amended Letter of Intent.

The Down Payment shall be refundable to the Company, if, and only if, (i) the Company delivers written notice to Advertise Purple (a “Closing Readiness Notice”) certifying that the Company is ready, willing, and able to consummate the Closing in accordance with the terms of the Proposed Purchase Agreement; and (ii) any of Advertise Purple, the Seller Parties, or Kyle Mitnick fail to sign the Proposed Purchase Agreement, in the form attached to the Amended Letter of Intent as Exhibit B, as-is other than filling in the execution date, and consummate the Closing within five (5) business days following Advertise Purple’s receipt of the Closing Readiness Notice. If both conditions are satisfied, then Advertise Purple shall return the Down Payment to the Company by wire transfer of immediately available funds to an account designated in writing by the Company, within three (3) business days following the Company’s written demand therefor. In all other circumstances, including, without limitation, if the Company elects not to proceed with the Transaction or if the Transaction is not consummated for any reason other than the specific failure described in this paragraph, then the Down Payment shall be non-refundable to the Company and shall be retained by Advertise Purple.

The Amended Letter of Intent further provides that if the Proposed Purchase Agreement has not been executed and delivered by the Company on or before August 27, 2026 (the “Outside Date”), then the Amended Letter of Intent and the LOI shall automatically terminate and be of no further force or effect as of 11:59 p.m. (Eastern Time) on the Outside Date, without any further action required by any party, and without liability of any party to the other party, except as expressly set forth in the Amended Letter of Intent. If the Company has executed and delivered the Proposed Purchase Agreement and all other parties thereto have also executed and delivered the Proposed Purchase Agreement on or before the Outside Date and the Company fails to deliver the purchase price thereunder within two business days following the delivery of the last signature thereon, then the Amended Letter of Intent and the LOI shall automatically terminate and be of no further force or effect as of 11:59 p.m. (Eastern Time) on such second business day.

The foregoing description of the Amended Letter of Intent does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Amended Letter of Intent, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. 

Cautionary Statements Regarding Forward-Looking Statements

This Current Report on Form 8-K 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, and any statements regarding potential acquisitions, financings, debt restructurings, the closing of the transactions contemplated by the Proposed Purchase Agreement, 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 Securities and Exchange Commission (“SEC”) filings, the Company’s working capital deficit, the need for additional financing, the requirement to negotiate and execute definitive documentation, the satisfaction of closing conditions, integration risks, market conditions, competition, and regulatory changes, any of which could cause actual results to differ materially. Detailed risk factors are included in the Company’s filings with the SEC, including its Annual Report on Form 10-K and its Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date hereof. The Company assumes no obligation to update these statements except as required by law. 

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment No. 1 to the Letter of Intent, dated as of July 27, 2026, by and between ONAR Holding Corporation and Advertise Purple, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ONAR Holding Corporation
	(Registrant)
Date: July 31, 2026	By:	/s/ Claude Zdanow
	Name:	Claude Zdanow
	Title:	Chief Executive Officer

4

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 AMENDMENT NO. 1 TO LETTER OF INTENT 510.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.8 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB