{"success":true,"data":{"pressRelease":{"id":"132566","rtpr_id":"nGNXl3gYx","ticker":"ONAR","exchange":"OTC","all_tickers":["ONAR"],"title":"ONAR Advances Its Capital Plan: Makes Second Down Payment on Largest Potential Acquisition in Company History; Total Down Payments Increased to $1.25 Million with Bridge Funding from Lenders in Its Proposed $15 Million Financing; Another Convertible Note Retired","author":"Globe Newswire","published_at":"2026-09-01T12:30:00.843Z","article_body":"MIAMI, Sept. 01, 2026 (GLOBE NEWSWIRE) -- ONAR Holding Corporation (OTC PINK:\nONAR) (“ONAR” or the “Company”), an AI-powered marketing platform,\ntoday announced three developments in the capital plan outlined in its July\n2026 letter to stockholders. On August 27, 2026, the Company paid a second\ndown payment of $250,000 toward its potential acquisition of a leading U.S.\naffiliate marketing agency, which would be the largest acquisition in the\nCompany’s history, bringing its total down payments to $1,250,000, all of\nwhich will be credited dollar-for-dollar against the purchase price at\nclosing, and extending the outside date for execution of the definitive\npurchase agreement to September 28, 2026. The second down payment was funded\nwith bridge financing provided by lenders participating in the Company’s\npreviously announced proposed $15 million financing. Separately, the Company\ncompleted the retirement of a secured convertible promissory note: the note\nand the related warrant have been cancelled, and 6,000,000 previously issued\nshares have been returned to the Company for cancellation.\n\nIn its July letter to stockholders, the Company set out four priorities:\ncompleting a transformative acquisition, closing a proposed $15 million\nfinancing, converting a portion of outstanding debt into equity, and pursuing\nan uplisting to the Nasdaq Stock Market. Today’s announcements reflect that\nplan in motion. The down payments will be credited against the purchase price\nat closing. The bridge funding comes from the same lenders behind the proposed\nfinancing. And the note retirement continues the deliberate effort to clean up\nthe Company’s balance sheet, this time returning shares to the Company\nrather than issuing them.\n\nThe definitive purchase agreement for the proposed acquisition has been fully\nnegotiated by the parties and remains in signature-ready form. The second down\npayment was made pursuant to the extension right the Company negotiated in\nAmendment No. 2 to its letter of intent, previously disclosed in the\nCompany’s Current Report on Form 8-K filed on August 11, 2026, and reflects\nthe Company’s plan to complete its financing and closing workstreams within\nthe extended window.\n\nThe bridge financing is evidenced by a secured convertible promissory note on\npreviously disclosed terms. As the Company noted in its July letter, a term\nsheet is not a financing, and there can be no assurance that the proposed $15\nmillion financing will be completed on the terms contemplated or at all.\n\nThe letter of intent for the proposed acquisition otherwise remains\nnon-binding, and there can be no assurance that the definitive purchase\nagreement will be executed or that the proposed transaction will be\nconsummated. The complete terms of the down payments, including the limited\ncircumstances in which they are refundable, are described in the Company’s\nCurrent Reports on Form 8-K filed on July 31, 2026 and August 11, 2026.\n\n“In July, I told our stockholders we had four priorities, and that we would\nreport on each one as it moved from plan to fact,” said Claude Zdanow, Chief\nExecutive Officer of ONAR. “This is what that looks like. We now have $1.25\nmillion placed against the largest acquisition we’ve ever pursued, the\nlenders behind our proposed financing are funding the path to it, and another\nconvertible note is gone, with six million shares coming back to the company\ninstead of new ones going out. None of this is a closing, and the letter said\nthat plainly too. But every piece of the plan is in motion, and the date on\nthe calendar is one we set ourselves.”\n\nAbout ONAR Holding Corporation\n\nONAR Holding Corporation (OTC PINK: ONAR) is an AI-powered marketing platform.\nONAR owns and operates a group of specialist marketing agencies serving\nmiddle-market and growth-stage brands across performance marketing, creative,\nand commerce. Its technology division, ONAR Labs, develops and houses the\nCompany’s proprietary technology, including ONAR AI, a marketing\nintelligence platform deployed across the Company’s agencies to improve\nproductivity; Retina AI, a predictive customer intelligence platform; and\nCortex, an offline and online sales attribution platform. ONAR continues to\nexpand the platform through disciplined acquisitions, including JUICE and\nScale Partner. Learn more at www.onar.com.\n\nForward-Looking Statements\n\nThis press release contains statements that the Company believes to be\n“forward-looking statements” within the meaning of Section 27A of the\nSecurities Act of 1933, as amended, Section 21E of the Securities Exchange Act\nof 1934, as amended, and the Private Securities Litigation Reform Act of 1995.\nAll statements other than statements of historical fact, including statements\nregarding the Company’s future financial condition, results of operations,\nbusiness operations and business prospects, the proposed acquisition described\nabove, the proposed $15 million financing, the execution of definitive\ndocumentation, the satisfaction of closing conditions, any potential\nconversion of debt to equity, any potential uplisting, and any other potential\nacquisitions, financings, and debt restructurings, are forward-looking\nstatements. Words such as “anticipate,” “estimate,” “expect,”\n“project,” “intend,” “plan,” “predict,” “believe,” and\nsimilar words and expressions are intended to identify forward-looking\nstatements. These statements reflect the Company’s current expectations, are\nnot guarantees of future performance, and involve known and unknown risks and\nuncertainties, including the substantial doubt about the Company’s ability\nto continue as a going concern described in its SEC filings, the Company’s\nworking capital deficit, the need for additional financing, the requirement to\nnegotiate and execute definitive documentation, the satisfaction of closing\nconditions, integration risks, market conditions, competition, and regulatory\nchanges, any of which could cause actual results to differ materially.\nDetailed risk factors are included in the Company’s filings with the SEC,\nincluding its Annual Report on Form 10-K and its Quarterly Report on Form\n10-Q. These forward-looking statements speak only as of the date hereof. The\nCompany assumes no obligation to update these statements except as required by\nlaw.\n\nMedia and Investor Contact\n\nONAR Holding Corporation\n\nInvestor Relations\n\nIR@onar.com\n\n(213) 437-3081\n\nwww.onar.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/08f377eb-f7fa-4f81-be4e-6a29624b3aa7)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNXl3gYx","title":"ONAR Advances Its Capital Plan: Makes Second Down Payment on Largest Potential Acquisition in Company History; Total Down Payments Increased to $1.25 Million with Bridge Funding from Lenders in Its Proposed $15 Million Financing; Another Convertible Note Retired","author":"Globe Newswire","ticker":"ONAR","created":"2026-09-01T12:30:00.843Z","tickers":["ONAR"],"exchange":"OTC","article_body":"MIAMI, Sept. 01, 2026 (GLOBE NEWSWIRE) -- ONAR Holding Corporation (OTC PINK:\nONAR) (“ONAR” or the “Company”), an AI-powered marketing platform,\ntoday announced three developments in the capital plan outlined in its July\n2026 letter to stockholders. On August 27, 2026, the Company paid a second\ndown payment of $250,000 toward its potential acquisition of a leading U.S.\naffiliate marketing agency, which would be the largest acquisition in the\nCompany’s history, bringing its total down payments to $1,250,000, all of\nwhich will be credited dollar-for-dollar against the purchase price at\nclosing, and extending the outside date for execution of the definitive\npurchase agreement to September 28, 2026. The second down payment was funded\nwith bridge financing provided by lenders participating in the Company’s\npreviously announced proposed $15 million financing. Separately, the Company\ncompleted the retirement of a secured convertible promissory note: the note\nand the related warrant have been cancelled, and 6,000,000 previously issued\nshares have been returned to the Company for cancellation.\n\nIn its July letter to stockholders, the Company set out four priorities:\ncompleting a transformative acquisition, closing a proposed $15 million\nfinancing, converting a portion of outstanding debt into equity, and pursuing\nan uplisting to the Nasdaq Stock Market. Today’s announcements reflect that\nplan in motion. The down payments will be credited against the purchase price\nat closing. The bridge funding comes from the same lenders behind the proposed\nfinancing. And the note retirement continues the deliberate effort to clean up\nthe Company’s balance sheet, this time returning shares to the Company\nrather than issuing them.\n\nThe definitive purchase agreement for the proposed acquisition has been fully\nnegotiated by the parties and remains in signature-ready form. The second down\npayment was made pursuant to the extension right the Company negotiated in\nAmendment No. 2 to its letter of intent, previously disclosed in the\nCompany’s Current Report on Form 8-K filed on August 11, 2026, and reflects\nthe Company’s plan to complete its financing and closing workstreams within\nthe extended window.\n\nThe bridge financing is evidenced by a secured convertible promissory note on\npreviously disclosed terms. As the Company noted in its July letter, a term\nsheet is not a financing, and there can be no assurance that the proposed $15\nmillion financing will be completed on the terms contemplated or at all.\n\nThe letter of intent for the proposed acquisition otherwise remains\nnon-binding, and there can be no assurance that the definitive purchase\nagreement will be executed or that the proposed transaction will be\nconsummated. The complete terms of the down payments, including the limited\ncircumstances in which they are refundable, are described in the Company’s\nCurrent Reports on Form 8-K filed on July 31, 2026 and August 11, 2026.\n\n“In July, I told our stockholders we had four priorities, and that we would\nreport on each one as it moved from plan to fact,” said Claude Zdanow, Chief\nExecutive Officer of ONAR. “This is what that looks like. We now have $1.25\nmillion placed against the largest acquisition we’ve ever pursued, the\nlenders behind our proposed financing are funding the path to it, and another\nconvertible note is gone, with six million shares coming back to the company\ninstead of new ones going out. None of this is a closing, and the letter said\nthat plainly too. But every piece of the plan is in motion, and the date on\nthe calendar is one we set ourselves.”\n\nAbout ONAR Holding Corporation\n\nONAR Holding Corporation (OTC PINK: ONAR) is an AI-powered marketing platform.\nONAR owns and operates a group of specialist marketing agencies serving\nmiddle-market and growth-stage brands across performance marketing, creative,\nand commerce. Its technology division, ONAR Labs, develops and houses the\nCompany’s proprietary technology, including ONAR AI, a marketing\nintelligence platform deployed across the Company’s agencies to improve\nproductivity; Retina AI, a predictive customer intelligence platform; and\nCortex, an offline and online sales attribution platform. ONAR continues to\nexpand the platform through disciplined acquisitions, including JUICE and\nScale Partner. Learn more at www.onar.com.\n\nForward-Looking Statements\n\nThis press release contains statements that the Company believes to be\n“forward-looking statements” within the meaning of Section 27A of the\nSecurities Act of 1933, as amended, Section 21E of the Securities Exchange Act\nof 1934, as amended, and the Private Securities Litigation Reform Act of 1995.\nAll statements other than statements of historical fact, including statements\nregarding the Company’s future financial condition, results of operations,\nbusiness operations and business prospects, the proposed acquisition described\nabove, the proposed $15 million financing, the execution of definitive\ndocumentation, the satisfaction of closing conditions, any potential\nconversion of debt to equity, any potential uplisting, and any other potential\nacquisitions, financings, and debt restructurings, are forward-looking\nstatements. Words such as “anticipate,” “estimate,” “expect,”\n“project,” “intend,” “plan,” “predict,” “believe,” and\nsimilar words and expressions are intended to identify forward-looking\nstatements. These statements reflect the Company’s current expectations, are\nnot guarantees of future performance, and involve known and unknown risks and\nuncertainties, including the substantial doubt about the Company’s ability\nto continue as a going concern described in its SEC filings, the Company’s\nworking capital deficit, the need for additional financing, the requirement to\nnegotiate and execute definitive documentation, the satisfaction of closing\nconditions, integration risks, market conditions, competition, and regulatory\nchanges, any of which could cause actual results to differ materially.\nDetailed risk factors are included in the Company’s filings with the SEC,\nincluding its Annual Report on Form 10-K and its Quarterly Report on Form\n10-Q. These forward-looking statements speak only as of the date hereof. The\nCompany assumes no obligation to update these statements except as required by\nlaw.\n\nMedia and Investor Contact\n\nONAR Holding Corporation\n\nInvestor Relations\n\nIR@onar.com\n\n(213) 437-3081\n\nwww.onar.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/08f377eb-f7fa-4f81-be4e-6a29624b3aa7)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-09-01T12:30:00.889786291Z","server_sent_at_ms":1788265800889},"received_at":"2026-09-01T12:30:00.975Z","source_url":"https://www.globenewswire.com/news-release/2026/09/01/3354151/0/en/onar-advances-its-capital-plan-makes-second-down-payment-on-largest-potential-acquisition-in-company-history-total-down-payments-increased-to-1-25-million-with-bridge-funding-from-.html"},"analysis":{"id":"121464","press_release_id":"132566","analysis_json":{"industry":{"label":"Advertising","sector":"Communication Services"},"redFlags":["Proposed acquisition and $15M financing are non-binding with no assurance of closing","Substantial doubt about the Company's ability to continue as a going concern per SEC filings","Working capital deficit and need for additional financing"],"eventType":"operations_update","narrative":"ONAR Holding Corporation made a second down payment of $250,000 toward its largest potential acquisition, bringing the total committed to $1.25 million and extending the execution deadline to September 28, 2026.\n\nThe payment was funded by bridge financing from the lenders involved in the proposed $15 million financing, and the company simultaneously retired a convertible note, resulting in the cancellation of 6,000,000 shares.\n\nWhile the definitive purchase agreement is reported as signature-ready, the letter of intent remains non-binding and there is no assurance that the financing or acquisition will be completed.","sentiment":"bullish","agentHooks":{"shouldPost":false,"suggestedAngle":"Significant progress on capital plan, but key deal milestones remain non-binding."},"keyFigures":{"customDimensions":{"shares_cancelled":6000000,"extended_deadline":"September 28, 2026","proposed_financing":15000000,"second_down_payment":250000,"total_down_payments":1250000}},"quotedText":"We now have $1.25 million placed against the largest acquisition we’ve ever pursued, the lenders behind our proposed financing are funding the path to it, and another convertible note is gone, with six million shares coming back to the company instead of new ones going out.","namedEntities":{"people":[{"name":"Claude Zdanow","role":"CEO"}],"products":["ONAR AI","Retina AI","Cortex","JUICE","Scale Partner"],"companies":[{"name":"ONAR Holding Corporation","ticker":"ONAR"}],"dollarAmounts":[{"amount":"$250,000","context":"second down payment toward potential acquisition"},{"amount":"$1,250,000","context":"total down payments toward potential acquisition"},{"amount":"$15 million","context":"proposed financing"}]},"materialImpact":{"score":3,"reasoning":"The company is executing on its strategic plan by making a second down payment on a potential acquisition and cleaning up its balance sheet via debt retirement. However, the acquisition is still 'potential' with a non-binding LOI, and the $15 million financing is not yet guaranteed, keeping the impact moderate."},"tickerRelevance":{"others":[],"primary":"ONAR"},"globalImportance":15,"audienceRelevance":20,"eventTypeSecondary":[],"importanceComponents":{"tickerTier":"micro-cap-otc","eventGravity":"potential-m&a-and-financing","issuerAuthored":true}},"event_type":"operations_update","event_type_secondary":null,"sentiment":"bullish","material_impact_score":3,"narrative":"ONAR Holding Corporation made a second down payment of $250,000 toward its largest potential acquisition, bringing the total committed to $1.25 million and extending the execution deadline to September 28, 2026.\n\nThe payment was funded by bridge financing from the lenders involved in the proposed $15 million financing, and the company simultaneously retired a convertible note, resulting in the cancellation of 6,000,000 shares.\n\nWhile the definitive purchase agreement is reported as signature-ready, the letter of intent remains non-binding and there is no assurance that the financing or acquisition will be completed.","key_figures":{"customDimensions":{"shares_cancelled":6000000,"extended_deadline":"September 28, 2026","proposed_financing":15000000,"second_down_payment":250000,"total_down_payments":1250000}},"named_entities":{"people":[{"name":"Claude Zdanow","role":"CEO"}],"products":["ONAR AI","Retina AI","Cortex","JUICE","Scale Partner"],"companies":[{"name":"ONAR Holding Corporation","ticker":"ONAR"}],"dollarAmounts":[{"amount":"$250,000","context":"second down payment toward potential acquisition"},{"amount":"$1,250,000","context":"total down payments toward potential acquisition"},{"amount":"$15 million","context":"proposed financing"}]},"model_name":"glm-4.7","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-09-01T14:25:27.193Z","global_importance":15,"audience_relevance":20,"importance_components":{"tickerTier":"micro-cap-otc","eventGravity":"potential-m&a-and-financing","issuerAuthored":true}},"durationMs":216019,"modelName":"glm-4.7"}}