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ONAR Holding Corporation (OTC: ONAR) settles $1.5M high-interest note dispute

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ONAR Holding Corporation, through subsidiary ONAR LLC, entered into a settlement agreement and mutual release with the Jeffrey L. Feinberg Personal Trust and related parties resolving litigation over a $1,500,000 Senior Secured Promissory Note dated March 18, 2024. The Trust had alleged breach of contract and unjust enrichment and claimed the note matured on March 18, 2025 without repayment, while the company disputed the claims. Under the agreement, the company will pay $1,500,000 of principal plus simple interest at 18% per annum from March 18, 2024, with an initial payment of $50,000, a $300,000 payment due by August 30, 2026, fourteen quarterly installments of $75,000, and a final true-up payment on the first business day of February 2030 for any remaining principal and accrued interest.

The settlement calls for dismissal of the action as between the company and the Trust and includes mutual releases and non-disparagement commitments among the parties. The Trust and Jeffrey L. Feinberg also agreed not to engage in short sales of ONAR stock and to limit any single-day share sales to 10% of the average daily reported trading volume over the preceding five trading days.

Positive

  • Settlement resolves prior litigation through dismissal and mutual releases, reducing legal uncertainty and potential future claims tied to the $1,500,000 note.

Negative

  • Company commits to repay $1,500,000 principal plus 18% simple interest through 2030, creating a sizable, high-cost cash obligation over several years.

Filing Explained

The filing reports a settlement effective July 13 that creates a direct financial obligation: ONAR agreed to pay $1,500,000 plus 18% simple interest, with scheduled payments extending to the February 2030 true-up.

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Note principal $1,500,000 Principal amount loaned under Senior Secured Promissory Note dated March 18, 2024
Interest rate 18% per annum Simple interest on unpaid principal from March 18, 2024
Initial payment $50,000 Due within one business day of execution of the Settlement Agreement
Second payment $300,000 Payable by no later than August 30, 2026
Quarterly installments 14 installments of $75,000 Remaining balance to be paid in fourteen quarterly installments
Final true-up date first business day of February 2030 Final payment for any remaining principal and accrued but unpaid interest
Senior Secured Promissory Note financial
"related to a Senior Secured Promissory Note dated as of March 18, 2024"
A senior secured promissory note is a written IOU in which a borrower promises to repay a loan and gives lenders first claim on specific assets if the borrower can't pay. Being "senior" means this debt gets paid before other unsecured obligations, and "secured" means assets back the loan, reducing potential losses for lenders. For investors, that priority and collateral typically make these notes safer and often carry lower interest than unsecured debt—think of being first in line with a pledge on the borrower's car.
mutual release regulatory
"entered into a settlement agreement and mutual release effective as of July 13, 2026"
short sale financial
"agreed not to engage in any short sale of securities of the Company"
A short sale is when an investor borrows shares they do not own, sells them now, and aims to buy them back later at a lower price to return to the lender, pocketing the difference. It matters to investors because it expresses a bet that a stock will fall, can increase volatility and trading volume, and carries the risk of large losses if the stock instead rises—similar to selling a borrowed item hoping its price drops before you must replace it.
average daily reported trading volume financial
"exceeding 10% of the average daily reported trading volume over the five trading days"

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

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FAQ

What litigation did ONAR (ONAR) resolve with the Jeffrey L. Feinberg Personal Trust?
ONAR Holding Corporation (ONAR) resolved a lawsuit by the Jeffrey L. Feinberg Personal Trust alleging breach of contract and unjust enrichment on a $1,500,000 note. The parties signed a settlement agreement and mutual release effective July 13, 2026, providing for dismissal of the action as to the company and the Trust.

How much is ONAR (ONAR) obligated to pay under the settlement?
ONAR agreed to pay the Trust $1,500,000 in principal plus simple interest at 18% per annum from March 18, 2024. Interest accrues only on unpaid principal, is not compounded, and any remaining principal and accrued interest are covered by a final true-up payment in February 2030.

What is the payment schedule for ONAR (ONAR) in the settlement agreement?
The settlement calls for an initial $50,000 payment within one business day of execution, a second payment of $300,000 by August 30, 2026, and fourteen quarterly installments of $75,000. A final true-up payment on the first business day of February 2030 covers any remaining principal and accrued interest.

What trading restrictions apply to the Feinberg Trust regarding ONAR (ONAR) stock?
The Trust and Jeffrey L. Feinberg agreed not to engage in any short sale of ONAR stock and not to sell more than 10% of average daily reported trading volume on any single day. The cap is based on the prior five trading days’ average volume.

Does this settlement create a new financial obligation for ONAR (ONAR)?
Yes. The agreement is treated as a direct financial obligation, requiring multi-year repayments of $1,500,000 principal plus 18% simple interest. Payments begin immediately after execution and continue through a final true-up scheduled for the first business day of February 2030.

 

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 16, 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.

 

As previously disclosed, on November 7, 2025, Jeffrey L. Feinberg Personal Trust, a California trust (the “Trust”), filed a complaint against ONAR, LLC, a Delaware limited liability company (“ONAR LLC”) and wholly owned subsidiary of ONAR Holding Corporation, a Delaware corporation (the “Company”), in the Superior Court of the State of Delaware, Case No. N25C-11-060 SPL. The Trust alleged breach of contract and unjust enrichment (the “Alleged Breach”) related to a Senior Secured Promissory Note dated as of March 18, 2024 (the “Note”), originally issued by Integrum Group, LLC (ONAR LLC’s predecessor entity) pursuant to which the Trust loaned ONAR LLC the principal amount of $1,500,000. The Trust further alleged that the Note matured on March 18, 2025, and that the amounts due thereunder had not been repaid. The Company disputed the claims asserted.

 

On July 16, 2026, ONAR LLC, the Trust, the Company, Claude Zdanow, the CEO of the Company (“Zdanow”), and Jeffrey L. Feinberg (“Feinberg”, together with ONAR LLC, the Trust, the Company and Zdanow, the “Parties”) entered into a settlement agreement and mutual release (the “Settlement Agreement”), effective as of July 13, 2026, pursuant to which, among other things, the Company agreed to pay the Trust or its designee $1,500,000 in principal, plus simple interest thereon at 18% per annum from March 18, 2024. Interest shall be computed on the basis of actual days elapsed and a 365-day year, and shall accrue solely on the unpaid principal balance, and shall not be compounded or capitalized. No interest shall accrue on accrued but unpaid interest. The Settlement Agreement provides for (i) an initial payment of $50,000 within one business day of execution of the Settlement Agreement, (ii) a second payment of $300,000 by no later than August 30, 2026, (iii) the remaining balance to be paid in fourteen (14) quarterly installments of $75,000, and (iv) a final true-up payment due on the first business day of February 2030 covering any then-remaining unpaid principal and accrued but unpaid interest.

 

The Settlement Agreement further provides for the dismissal of the legal action as to the Company and the Trust and a mutual release by all Parties of claims relating to the Alleged Breach or arising prior to the Settlement Agreement. The Parties further agreed to refrain from disparaging statements regarding any other party, or its respective directors, officers, employees, managers, members or trustees, excepting any statements necessitated by any court proceeding. The Trust and Feinberg also agreed not to engage in any short sale of securities of the Company or to sell or otherwise dispose of, on any single trading day, shares of ONAR Holding common stock in an amount exceeding 10% of the average daily reported trading volume of ONAR Holding common stock over the five (5) trading days immediately preceding such sale.

 

The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

  

 
2

 

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

10.1*

 

Settlement Agreement and Mutual Release, entered into on July 16, 2026, and effective as of July 13, 2026, between ONAR, LLC, Jeffrey L. Feinberg Personal Trust, the Company and the other signatories thereto.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits so furnished.

 

 
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 22, 2026

By:

/s/ Claude Zdanow

 

Name:

Claude Zdanow

 

 

Title:

Chief Executive Officer

 

 

 
4

 

Source: View Original Filing on SEC EDGAR

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