{"success":true,"data":{"pressRelease":{"id":"156451","rtpr_id":"nGNX6rQW2H-20260930","ticker":"ONAR","exchange":"OTC","all_tickers":["ONAR"],"title":"ONAR Completes Largest Acquisition in Company History: Advertise Purple Adds $17.1 Million of Revenue and $4.4 Million of Net Income, Bringing Combined Pro Forma Revenue to Approximately $23.5 Million","author":"Globe Newswire","published_at":"2026-09-30T11:00:00.487Z","article_body":"Miami, FL, Sept. 30, 2026 (GLOBE NEWSWIRE) -- ONAR Holding Corporation (OTC\nPINK: ONAR) (“ONAR” or the “Company”), an AI-powered marketing\nplatform, today announced that it has completed its acquisition of Advertise\nPurple, a Santa Monica, California-based affiliate marketing agency, in the\nlargest acquisition in the Company’s history, funded by the $15 million\nfinancing announced yesterday. On a pro forma basis, the combined company\ngenerated approximately $23.5 million of revenue in fiscal year 2025,\napproximately seven times ONAR’s reported standalone revenue for the same\nperiod. Advertise Purple contributes a business that generated approximately\n$17.1 million of net revenue and $4.4 million of net income in fiscal year\n2025, representing approximately $6.6 million of adjusted EBITDA, a non-GAAP\nmeasure reconciled below. Total consideration for the acquisition is up to\n$27,825,000, assuming all earnout thresholds are met, and the complete terms\nare set forth in the Company’s Current Report on Form 8-K filed with the\nSecurities and Exchange Commission on September 30, 2026.\n\nAdvertise Purple is a leading U.S. affiliate and partnership marketing agency,\nmanaging affiliate programs for more than 400 active brands with no single\nclient representing more than approximately five percent of revenue. Advertise\nPurple Chief Executive Officer Jonathan Moisan and Chief Growth Officer\nRowland Hazard will continue to lead the business, and the consideration is\nstructured so that a meaningful portion is earned through the future growth of\nthe business they run.\n\nThe Bloom Platform\n\nAt the core of Advertise Purple’s operating model is Bloom, its proprietary\ndata, analytics, and workflow platform. Bloom serves as both the client-facing\nperformance dashboard and the internal operating system through which\nAdvertise Purple manages affiliate programs at scale: it ingests first-party\nclient data across transactions, products, and affiliate activity, and drives\npartner selection, commission optimization, and program management across the\nagency’s book. The platform holds more than 111 million performance records\naccumulated across thousands of client programs, and in the past year\nAdvertise Purple added AI-enabled natural language access to the platform.\n\nBloom now joins ONAR Labs, the Company’s technology division, alongside\nRetina AI, ONAR’s predictive customer intelligence platform, and Cortex, its\noffline and online sales attribution platform. The combination is the reason\nthe Company believes this acquisition is transformational rather than merely\nadditive: affiliate marketing is one of the fastest-growing channels in\nperformance marketing and remains one of the hardest to measure, and the\ncombination of Bloom’s accumulated performance data with Retina AI’s\npredictive modeling and Cortex’s attribution gives ONAR the components of a\nmeasurement capability the affiliate category has lacked. As the Company wrote\nin its July letter to stockholders, “We buy strong agencies, we put our own\ntechnology inside them, and the same team serves more clients.”\n\nThe acquisition also transforms the profile of the Company as it pursues the\nuplisting to the Nasdaq Stock Market announced in its July letter to\nstockholders. That letter set out four priorities: completing a transformative\nacquisition, closing a proposed $15 million financing, converting a portion of\noutstanding debt into equity, and pursuing the Nasdaq listing. With the\nfinancing announced yesterday and the acquisition completed today, three of\nthe four are done. The scale, profitability, and technology the combined\ncompany now carries are foundational to the fourth, and the pursuit of the\nlisting continues as described in the Company’s filings.\n\n“Fourteen months ago, this company was behind on its filings and carrying a\nbalance sheet that limited every decision we made. Today, Advertise Purple,\nits team, and the Bloom platform are part of ONAR, and the plan we published\nin July is three-quarters complete,” said Claude Zdanow, Chief Executive\nOfficer of ONAR. “I want stockholders to understand why this one is\ndifferent. We didn’t just buy revenue. We bought the largest data asset this\ncompany has ever owned, in a channel that’s growing fast and has never been\nmeasured well, and we build the technology that fixes exactly that. What comes\nnow is the part I respect most: integration, execution, and earning the\nnumbers. We closed on a date we set ourselves, and we intend to keep working\nthat way.”\n\n“We spent a decade building Advertise Purple into the agency brands trust\nwith their affiliate spend, and Bloom is a big part of why they trust us,”\nsaid Jonathan Moisan, Chief Executive Officer of Advertise Purple. “Joining\nONAR puts real engineering behind Bloom, and pairing it with Retina AI and\nCortex means our clients get answers this channel has never been able to give\nthem. Our team stays, our standards stay, and now we have a platform behind\nus.”\n\nAdvertise Purple was advised by Woodland Park Capital Advisors, with support\nfrom PanArgent Capital Advisors.\n\nAbout Advertise Purple\n\nAdvertise Purple is a leading U.S. affiliate and partnership marketing agency\nbased in Santa Monica, California. The agency designs, manages, and optimizes\naffiliate programs for more than 400 active brands across e-commerce, consumer\nproducts, software, and services, powered by Bloom, its proprietary data,\nanalytics, and workflow platform.\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, Scale\nPartner, and Advertise Purple. Learn more at www.onar.com.\n\nNon-GAAP Financial Measures and Unaudited Pro Forma Information\n\nAdjusted EBITDA is a non-GAAP financial measure and should not be considered\nan alternative to net income or any other measure prepared in accordance with\nGAAP. Advertise Purple’s adjusted EBITDA for fiscal year 2025 of\napproximately $6.6 million is derived from its net income of approximately\n$4.4 million, adjusted for the following items identified in an independent\nquality of earnings review: compensation-related adjustments of approximately\n$712,000; state franchise taxes of approximately $520,000; website and\nsoftware development costs of approximately $435,000; officer compensation of\napproximately $144,000; excess rent of approximately $116,000; and\nprofessional fees, travel and entertainment, and other items of approximately\n$224,000. Advertise Purple’s historical financial information is unaudited.\nThe pro forma combined revenue figure in this release is preliminary,\nunaudited, presented for illustrative purposes only, and gives effect to the\nacquisitions completed by the Company during and after fiscal year 2025 as if\nthey had occurred at the beginning of that period, and is not necessarily\nindicative of the results that would have been achieved had the transactions\noccurred on the dates indicated. The Company expects to file the historical\nfinancial statements of Advertise Purple and unaudited pro forma financial\ninformation required by Items 2.01 and 9.01 of Form 8-K within the time period\npermitted by those Items.\n\nNo Offer or Solicitation\n\nThis press release is for informational purposes only and shall not constitute\nan offer to sell or the solicitation of an offer to buy any securities.\nSecurities issued in the financing referenced above were offered and sold in a\nprivate placement to accredited investors, have not been registered under the\nSecurities Act of 1933, as amended, or any state securities laws, and may not\nbe offered or sold in the United States absent registration or an applicable\nexemption from registration requirements.\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 integration of Advertise\nPurple, the payment of earnout and seller note obligations, pro forma\nfinancial information, any potential conversion of securities, any potential\nuplisting, and any other potential acquisitions, financings, and debt\nrestructurings, are forward-looking statements. Pro forma combined figures are\npresented for illustrative purposes only and are not necessarily indicative of\nthe results that would have been achieved had the acquisition occurred in the\nperiod presented, and do not constitute guidance. Words such as\n“anticipate,” “estimate,” “expect,” “project,” “intend,”\n“plan,” “predict,” “believe,” and similar words and expressions\nare intended to identify forward-looking statements. These statements reflect\nthe Company’s current expectations, are not guarantees of future\nperformance, and involve known and unknown risks and uncertainties, including\nthe substantial doubt about the Company’s ability to continue as a going\nconcern described in its SEC filings, the Company’s working capital deficit\nand increased indebtedness following the transactions described above,\nintegration risks, the risk that expected benefits of the acquisition are not\nrealized, the need for additional financing, market conditions, competition,\nclient retention, and regulatory changes, any of which could cause actual\nresults to differ materially. Detailed risk factors are included in the\nCompany’s filings with the SEC, including its Annual Report on Form 10-K and\nits Quarterly Report on Form 10-Q. These forward-looking statements speak only\nas of the date hereof. The Company assumes no obligation to update these\nstatements except as required by law.\n\nMedia and Investor Contact\nONAR Holding Corporation\nInvestor Relations\nIR@onar.com\n(213) 437-3081\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":"nGNX6rQW2H-20260930","title":"ONAR Completes Largest Acquisition in Company History: Advertise Purple Adds $17.1 Million of Revenue and $4.4 Million of Net Income, Bringing Combined Pro Forma Revenue to Approximately $23.5 Million","author":"Globe Newswire","ticker":"ONAR","created":"2026-09-30T11:00:00.487Z","tickers":["ONAR"],"exchange":"OTC","article_body":"Miami, FL, Sept. 30, 2026 (GLOBE NEWSWIRE) -- ONAR Holding Corporation (OTC\nPINK: ONAR) (“ONAR” or the “Company”), an AI-powered marketing\nplatform, today announced that it has completed its acquisition of Advertise\nPurple, a Santa Monica, California-based affiliate marketing agency, in the\nlargest acquisition in the Company’s history, funded by the $15 million\nfinancing announced yesterday. On a pro forma basis, the combined company\ngenerated approximately $23.5 million of revenue in fiscal year 2025,\napproximately seven times ONAR’s reported standalone revenue for the same\nperiod. Advertise Purple contributes a business that generated approximately\n$17.1 million of net revenue and $4.4 million of net income in fiscal year\n2025, representing approximately $6.6 million of adjusted EBITDA, a non-GAAP\nmeasure reconciled below. Total consideration for the acquisition is up to\n$27,825,000, assuming all earnout thresholds are met, and the complete terms\nare set forth in the Company’s Current Report on Form 8-K filed with the\nSecurities and Exchange Commission on September 30, 2026.\n\nAdvertise Purple is a leading U.S. affiliate and partnership marketing agency,\nmanaging affiliate programs for more than 400 active brands with no single\nclient representing more than approximately five percent of revenue. Advertise\nPurple Chief Executive Officer Jonathan Moisan and Chief Growth Officer\nRowland Hazard will continue to lead the business, and the consideration is\nstructured so that a meaningful portion is earned through the future growth of\nthe business they run.\n\nThe Bloom Platform\n\nAt the core of Advertise Purple’s operating model is Bloom, its proprietary\ndata, analytics, and workflow platform. Bloom serves as both the client-facing\nperformance dashboard and the internal operating system through which\nAdvertise Purple manages affiliate programs at scale: it ingests first-party\nclient data across transactions, products, and affiliate activity, and drives\npartner selection, commission optimization, and program management across the\nagency’s book. The platform holds more than 111 million performance records\naccumulated across thousands of client programs, and in the past year\nAdvertise Purple added AI-enabled natural language access to the platform.\n\nBloom now joins ONAR Labs, the Company’s technology division, alongside\nRetina AI, ONAR’s predictive customer intelligence platform, and Cortex, its\noffline and online sales attribution platform. The combination is the reason\nthe Company believes this acquisition is transformational rather than merely\nadditive: affiliate marketing is one of the fastest-growing channels in\nperformance marketing and remains one of the hardest to measure, and the\ncombination of Bloom’s accumulated performance data with Retina AI’s\npredictive modeling and Cortex’s attribution gives ONAR the components of a\nmeasurement capability the affiliate category has lacked. As the Company wrote\nin its July letter to stockholders, “We buy strong agencies, we put our own\ntechnology inside them, and the same team serves more clients.”\n\nThe acquisition also transforms the profile of the Company as it pursues the\nuplisting to the Nasdaq Stock Market announced in its July letter to\nstockholders. That letter set out four priorities: completing a transformative\nacquisition, closing a proposed $15 million financing, converting a portion of\noutstanding debt into equity, and pursuing the Nasdaq listing. With the\nfinancing announced yesterday and the acquisition completed today, three of\nthe four are done. The scale, profitability, and technology the combined\ncompany now carries are foundational to the fourth, and the pursuit of the\nlisting continues as described in the Company’s filings.\n\n“Fourteen months ago, this company was behind on its filings and carrying a\nbalance sheet that limited every decision we made. Today, Advertise Purple,\nits team, and the Bloom platform are part of ONAR, and the plan we published\nin July is three-quarters complete,” said Claude Zdanow, Chief Executive\nOfficer of ONAR. “I want stockholders to understand why this one is\ndifferent. We didn’t just buy revenue. We bought the largest data asset this\ncompany has ever owned, in a channel that’s growing fast and has never been\nmeasured well, and we build the technology that fixes exactly that. What comes\nnow is the part I respect most: integration, execution, and earning the\nnumbers. We closed on a date we set ourselves, and we intend to keep working\nthat way.”\n\n“We spent a decade building Advertise Purple into the agency brands trust\nwith their affiliate spend, and Bloom is a big part of why they trust us,”\nsaid Jonathan Moisan, Chief Executive Officer of Advertise Purple. “Joining\nONAR puts real engineering behind Bloom, and pairing it with Retina AI and\nCortex means our clients get answers this channel has never been able to give\nthem. Our team stays, our standards stay, and now we have a platform behind\nus.”\n\nAdvertise Purple was advised by Woodland Park Capital Advisors, with support\nfrom PanArgent Capital Advisors.\n\nAbout Advertise Purple\n\nAdvertise Purple is a leading U.S. affiliate and partnership marketing agency\nbased in Santa Monica, California. The agency designs, manages, and optimizes\naffiliate programs for more than 400 active brands across e-commerce, consumer\nproducts, software, and services, powered by Bloom, its proprietary data,\nanalytics, and workflow platform.\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, Scale\nPartner, and Advertise Purple. Learn more at www.onar.com.\n\nNon-GAAP Financial Measures and Unaudited Pro Forma Information\n\nAdjusted EBITDA is a non-GAAP financial measure and should not be considered\nan alternative to net income or any other measure prepared in accordance with\nGAAP. Advertise Purple’s adjusted EBITDA for fiscal year 2025 of\napproximately $6.6 million is derived from its net income of approximately\n$4.4 million, adjusted for the following items identified in an independent\nquality of earnings review: compensation-related adjustments of approximately\n$712,000; state franchise taxes of approximately $520,000; website and\nsoftware development costs of approximately $435,000; officer compensation of\napproximately $144,000; excess rent of approximately $116,000; and\nprofessional fees, travel and entertainment, and other items of approximately\n$224,000. Advertise Purple’s historical financial information is unaudited.\nThe pro forma combined revenue figure in this release is preliminary,\nunaudited, presented for illustrative purposes only, and gives effect to the\nacquisitions completed by the Company during and after fiscal year 2025 as if\nthey had occurred at the beginning of that period, and is not necessarily\nindicative of the results that would have been achieved had the transactions\noccurred on the dates indicated. The Company expects to file the historical\nfinancial statements of Advertise Purple and unaudited pro forma financial\ninformation required by Items 2.01 and 9.01 of Form 8-K within the time period\npermitted by those Items.\n\nNo Offer or Solicitation\n\nThis press release is for informational purposes only and shall not constitute\nan offer to sell or the solicitation of an offer to buy any securities.\nSecurities issued in the financing referenced above were offered and sold in a\nprivate placement to accredited investors, have not been registered under the\nSecurities Act of 1933, as amended, or any state securities laws, and may not\nbe offered or sold in the United States absent registration or an applicable\nexemption from registration requirements.\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 integration of Advertise\nPurple, the payment of earnout and seller note obligations, pro forma\nfinancial information, any potential conversion of securities, any potential\nuplisting, and any other potential acquisitions, financings, and debt\nrestructurings, are forward-looking statements. Pro forma combined figures are\npresented for illustrative purposes only and are not necessarily indicative of\nthe results that would have been achieved had the acquisition occurred in the\nperiod presented, and do not constitute guidance. Words such as\n“anticipate,” “estimate,” “expect,” “project,” “intend,”\n“plan,” “predict,” “believe,” and similar words and expressions\nare intended to identify forward-looking statements. These statements reflect\nthe Company’s current expectations, are not guarantees of future\nperformance, and involve known and unknown risks and uncertainties, including\nthe substantial doubt about the Company’s ability to continue as a going\nconcern described in its SEC filings, the Company’s working capital deficit\nand increased indebtedness following the transactions described above,\nintegration risks, the risk that expected benefits of the acquisition are not\nrealized, the need for additional financing, market conditions, competition,\nclient retention, and regulatory changes, any of which could cause actual\nresults to differ materially. Detailed risk factors are included in the\nCompany’s filings with the SEC, including its Annual Report on Form 10-K and\nits Quarterly Report on Form 10-Q. These forward-looking statements speak only\nas of the date hereof. The Company assumes no obligation to update these\nstatements except as required by law.\n\nMedia and Investor Contact\nONAR Holding Corporation\nInvestor Relations\nIR@onar.com\n(213) 437-3081\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":"2026-09-30T11:00:01.199446527Z","server_sent_at_ms":1790766001199},"received_at":"2026-09-30T11:00:01.249Z","source_url":null},"analysis":null,"durationMs":null,"modelName":null}}