ONAR (NASDAQ: ONAR) delays 2025 10-K, targets April 15 filing

Rhea-AI Filing Summary

ONAR Holding Corporation notified the SEC that it cannot timely file its Form 10-K for the period ended 12/31/2025 because the company’s audit firm requires additional time to complete audit procedures. The company states the delay could not be avoided without "unreasonable effort and expense" and expects to file the Form 10-K by April 15, 2026.

Key Figures

Period end: 12/31/2025 Original due date referenced: 03/31/2026 Anticipated filing date: 04/15/2026 +1 more

4 metrics

Period end 12/31/2025 Fiscal period covered by the delayed Form 10-K

Original due date referenced 03/31/2026 Date the filing could not be completed by according to the notice

Anticipated filing date 04/15/2026 Date ONAR expects to file the Form 10-K

SEC file number 000-56012 SEC File Number shown on the form

Key Terms

Rule 12b-25, Form 10-K, audit procedures

3 terms

Rule 12b-25 regulatory

"The reason described in reasonable detail in Part III of this Form could not be eliminated"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K financial

"The Company’s audit firm needs more time to complete its audit procedures and review the financials"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

audit procedures financial

"audit firm needs more time to complete its audit procedures and review the financials"

Audit procedures are the specific tests and checks auditors perform on a company’s books, transactions, and internal controls to verify that financial statements are accurate and free of material mistakes or fraud. For investors they matter because robust procedures increase confidence that reported earnings and assets reflect reality; think of it like a thorough pre-purchase inspection that lowers the chance of hidden problems affecting the value of your investment.

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	SEC FILE NUMBER 000-56012
		CUSIP NUMBER 75955V108

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	☒ Form 10-K	☐ Form 20-F	☐ Form 11-K
	☐ Form 10-Q	☐ Form 10-D	☐ Form N-CEN	☐ Form N-CSR
	For Period Ended: 12/31/2025

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	For the Transition Period Ended: _____________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

ONAR Holding Corporation (ONAR)

Full Name of Registrant

__________________________________

Former Name if Applicable

990 Biscayne Blvd., 5th Floor 

Address of Principal Executive Office (Street and Number)

Miami, FL 33132

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Company’s audit firm needs more time to complete its audit procedures and review the financials for the year ended December 31, 2025. This could not be done by March 31, 2026 without unreasonable effort and expense. We believe this extension is necessary and expect to file the 10-K by April 15, 2026.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Claude Zdanow		213		437-3081
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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ONAR Holding Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date 03/31/2026	By:	/s/ Claude Zdanow
		Claude Zdanow Chief Executive Officer

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FAQ

Why did ONAR (ONAR) file a Form 12b-25?

They filed to notify the SEC of a late 10-K because the audit firm needs more time. The company says completing audit procedures by March 31, 2026 would require "unreasonable effort and expense," and it expects to file by April 15, 2026.

When does ONAR expect to file its 2025 Form 10-K?

ONAR expects to submit the Form 10-K by April 15, 2026. That date is stated as the anticipated filing date following additional time needed for the auditor to finish audit procedures for year ended 12/31/2025.

Does the Form 12b-25 say the delay will change reported results?

No. The notice indicates there is no anticipated significant change in results of operations. The company left the corresponding checkbox blank and did not attach any quantitative change explanation in this excerpt.

Will ONAR incur penalties for filing late under Rule 12b-25?

Filing a Form 12b-25 notifies the SEC of a late filing and seeks relief; it does not itself state penalties. The form explains the company requests the allowed extension and cites auditor timing as the reason.

Who signed the Form 12b-25 for ONAR and when?

The notice was signed by Claude Zdanow, Chief Executive Officer, on 03/31/2026. The signature block on the form provides contact details associated with the filing.