Onar Holding Corp 8-K, filed Aug 11, 2026
Onar Holding Corp (ONAR)
About this 8-K
Onar Holding Corp filed this 8-K on August 11, 2026, reporting on events of August 6, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter) |
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
(Address of principal executive office)
Registrant’s telephone number, including area code (
_______________________________________________________
(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 in the Current Report on Form 8-K filed by ONAR Holding Corporation, a Nevada corporation (the “Company”) with the Securities and Exchange Commission (“SEC”) on July 31, 2026, the Company and Advertise Purple, Inc., a California corporation (“Advertise Purple” and together with the Company, the “Parties”), entered into that certain non-binding letter of intent dated March 23, 2026 (the “LOI”), which was subsequently amended by Amendment No. 1 to the letter of intent dated July 27, 2026 (“Amendment No. 1”), relating to the proposed acquisition of all of the outstanding equity interests of Advertise Purple by the Company (the “Transaction”). Capitalized terms used but not defined in this Current Report on Form 8-K shall have the meanings ascribed to them in Amendment No. 1.
On August 6, 2026, the Parties entered into Amendment No. 2 to the LOI (“Amendment No. 2”), which amends Amendment No. 1 to, among other things, grant the Company the right (but not the obligation) to extend the Outside Date from August 27, 2026 to September 28, 2026, upon the Company’s payment of $250,000 to Advertise Purple (the “Second Down Payment”), either on or before August 27, 2026. Accordingly, upon payment of the Second Down Payment in accordance with Amendment No. 2, (i) the Outside Date shall be extended to September 28, 2026 for all purposes of Amendment No. 1, and all references to the Outside Date in Amendment No. 1 shall be deemed to mean September 28, 2026 for all purposes of Amendment No. 1, (ii) the Down Payment in Amendment No. 1 shall be deemed to mean “$1,250,000” for all purposes of Amendment No. 1 and (iii) the Definitive Agreement shall be deemed amended such that (a) the cash consideration payable at the closing of the Transaction (the “Closing”) shall be increased to $12,825,000 and (b) $1,250,000 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. The Definitive Agreement has not been executed and is not binding until executed by the Parties and certain other parties thereto.
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of Amendment No. 2, 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 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
|
|
|
| ||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
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: August 11, 2026 | By: | /s/ Claude Zdanow | |
| Name: | Claude Zdanow |
|
| Title: | Chief Executive Officer |
|
| 3 |
EXHIBIT 10.1
AMENDMENT NO. 2 TO THE LETTER OF INTENT
This Amendment No. 2 to the Letter of Intent (this “Amendment No. 2”) is entered into as of August 6, 2026, by and between ONAR Holding Corporation, a Nevada corporation (“Purchaser”), and Advertise Purple, Inc., a California corporation (the “Company”).
WHEREAS, Purchaser and the Company entered into that certain (i) non-binding letter of intent dated March 23, 2026 (the “LOI”), relating to the proposed acquisition of 100% of the equity interests of the Company by Purchaser or one of its subsidiaries (the “Transaction”), and (ii) Amendment No. 1 to the Letter of Intent dated July 27, 2026 (“Amendment No. 1”), amending the LOI as set forth therein;
WHEREAS, the parties desire to amend Amendment No. 1 as set forth herein; and
WHEREAS, Amendment No. 1 attached the Definitive Agreement as Exhibit B thereto and the parties desire to simultaneously amend the Definitive Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Defined Terms. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to them in Amendment No. 1.
2. Second Down Payment. Notwithstanding anything to the contrary in Amendment No. 1, including without limitation Section 3 of Amendment No. 1, on or before the Outside Date, Purchaser shall have the right (but not the obligation) to extend the Outside Date by paying to the Company the amount of $250,000 (the “Second Down Payment”), by wire transfer of immediately available funds to the same bank account where the Down Payment was paid (or such other account as the Company may designate in writing prior to such payment). If Purchaser pays the Second Down Payment to the Company on or before the Outside Date, then, automatically and without any further action by either party, the Outside Date shall be extended to September 28, 2026 for all purposes of Amendment No. 1, and all references to the Outside Date in Amendment No. 1 shall be deemed to mean September 28, 2026 for all purposes of Amendment No. 1.
3. Down Payment. Upon payment of the Second Down Payment in compliance with Section 2 hereof, the Down Payment in Amendment No. 1 shall be deemed to mean “$1,250,000” for all purposes of Amendment No. 1.
4. Definitive Agreement. Upon payment of the Second Down Payment in compliance with Section 2 hereof, the Definitive Agreement attached as Exhibit B to Amendment No. 1 shall be deemed amended such that:
|
| (a) | Section 1.2(a) of the Definitive Agreement shall be deemed deleted and deemed replaced by the following: |
|
|
|
|
|
| “(a) twelve million eight hundred twenty-five thousand dollars ($12,825,000) in cash (the “Cash Consideration”), which shall be payable in accordance with Section 2.2(b);” |
| 1 |
|
| (b) | The defined term “Cash Consideration” in Section 8.1 of the Definitive Agreement shall be deemed deleted and deemed replaced by the following: |
|
|
|
|
|
| “Closing Cash Payment” means an amount equal to the result of the following formula: (i) the Cash Consideration, plus (ii) the sum of (A) the amount, if any, by which the Working Capital exceeds the Target Working Capital and (B) the amount, if any, by which the Closing Cash exceeds the Minimum Cash Requirement, minus (iii) the sum of (A) the amount, if any, by which the Target Working Capital exceeds the Working Capital, (B) the amount, if any, by which the Minimum Cash Requirement exceeds the Closing Cash, (C) the amount of Closing Indebtedness, (D) the amount of Closing Company Transaction Expenses and (E) an amount equal to $1,250,000 (which aggregate amount was previously paid by Buyer as down payments against the Purchase Price pursuant to that certain Amendment No. 1 to the Letter of Intent, dated as of July 27, 2026, by and between Parent Guarantor and the Company and that certain Amendment No. 2 to the Letter of Intent, dated as of August 6, 2026, by and between Parent Guarantor and the Company).” |
5. Effect on LOI. Except as expressly modified by this Amendment No. 2, all terms and conditions of the LOI and Amendment No. 1 shall remain in full force and effect and are hereby ratified and confirmed in their entirety. The parties expressly agree and acknowledge that this Amendment No. 2 shall constitute a binding and enforceable obligation of each of the parties, notwithstanding the non-binding nature of certain provisions of the LOI. Section 16 of the LOI is hereby further amended to add this Amendment No. 2 to the list of Binding Provisions that are binding and enforceable in accordance with their terms. In the event of any conflict or inconsistency between the terms of this Amendment No. 2 and the terms of the LOI and/or Amendment No. 1, the terms of this Amendment No. 2 shall govern and control.
6. Governing Law. This Amendment No. 2 shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.
7. Counterparts. This Amendment No. 2 may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery may be effected by electronic signature and transmission (including via PDF or other electronic format), which shall be deemed valid and binding for all purposes.
8. Entire Agreement. This Amendment No. 2, together with the LOI and Amendment No. 1 (as amended hereby), constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings of the parties with respect to such subject matter.
[Signature Page follows]
| 2 |
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the date first written above.
ONAR HOLDING CORPORATION
| By: | /s/ Claude Zdanow |
|
| Name: | Claude Zdanow |
|
| Title: | Chief Executive Officer |
|
ADVERTISE PURPLE, INC.
| By: | /s/ Jonathan Moisan |
|
| Name: | Jonathan Moisan |
|
| Title: | Chief Executive Officer |
|
| 3 |