Onar Holding Corp 8-K, filed Oct 6, 2026
Onar Holding Corp (ONAR)
About this 8-K
Onar Holding Corp filed this 8-K on October 6, 2026, reporting on events of September 30, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- 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
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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.
The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective October 1, 2026, ONAR Holding Corporation, a Nevada corporation (the “Company”), appointed Kelly Anderson, the Chair of the Company’s Audit Committee, as Interim Chief Financial Officer, pursuant to an interim services agreement between the Company and CXO Executive Solutions (“CXO”), a company founded by Ms. Anderson, dated September 30, 2026 (the “Services Agreement”).
The principle compensation components of the Services Agreement are: (i) a monthly payment to CXO of $20,000 in cash and $12,000 in shares of the Company’s preferred stock, valued at the latest valuation report, (ii) contingent on the completion of the audit relating to the previously announced acquisition of Advertise Purple, a California corporation (“Advertise Purple”), a bonus payment of $50,000, and (iii) contingent on the successful uplisting of the Company to a national securities exchange, a bonus payment of $100,000.
Either party may terminate the Services Agreement by providing the other party a minimum of ten (10) days’ written notice. If Ms. Anderson is hired within the twelve (12) month period following the termination or expiration of the Services Agreement, then the Company shall pay CXO a placement fee of thirty percent of Ms. Anderson’s annualized earnings.
Ms. Anderson has more than 25 years of senior finance leadership, including prior service as Chief Financial Officer of publicly traded T3 Motion Inc. and of Mavenlink (prior to its merger with Kantata), and Chief Accounting Officer at Fisker Automotive and has overseen more than 400 acquisitions across her career. She is a Certified Public Accountant and the founder of CXO.
In connection with the appointment, Ms. Anderson resigned from the Board of Directors of the Company (the “Board) and as Audit Committee Chair, and the Board has appointed Howard D. Palefsky, a current director, as Audit Committee Chair
The foregoing description of the Services Agreement is qualified in its entirety by reference to the full text of the Services Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On October 6, 2026, the Company issued a press release announcing the appointment of Ms. Anderson. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, is furnished and 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 liability of that section, and shall not be deemed to be incorporated by reference into any Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
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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, Section 21E of the Exchange Act, 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, the integration of Advertise Purple, any potential uplisting, and any other potential acquisitions, financings, and debt restructurings, 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 Securities and Exchange Commission filings, the Company’s working capital deficit and increased indebtedness, integration risks, the risk that expected benefits of the acquisition are not realized, the need for additional financing, market conditions, competition, client retention, 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.
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| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 | ||
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Date: October 6, 2026 | By: | /s/ Claude Zdanow | |
| Name: | Claude Zdanow |
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| Title: | Chief Executive Officer |
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EXHIBIT 10.1
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| CXO Executive Solutions A Hawkstone Capital portfolio company |
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Interim Services Agreement
September 21, 2026
Claude Zdanow
Onar Holdings, Inc
990 Biscayne Blvd, 5th Floor,
Miami, FL 33132.
Via Email: c@onar.com
Dear Claudet:
CXO Executive Solutions (“CXO”) is pleased that Onar Holdings, Inc. (“Company,” “you” or “your”) has selected CXO to provide you with an Interim Chief Financial Officer. The services (the “Services”) are summarized in this letter agreement and Exhibit A and Exhibit B attached hereto and incorporated herein (collectively, the “Agreement”) and will be performed by Kelly Anderson (the “Resource”). The Services will begin on or about October 1, 2026.
Engagement. The Resource is mutually approved and qualified to perform the Services. CXO will be solely responsible for determining the terms and payment of compensation and benefits for the Resource. You will be solely responsible for providing the Resource day-to-day supervision and direction necessary for the successful and timely completion of the Services. CXO will have no oversight, control, or authority over the Resource with respect to the Services. Company acknowledges that it is solely responsible for the sufficiency of the Services for its purposes. The Company will designate Claude Zdanow, CEO, to be responsible for overseeing and reviewing the Services and the Resource will report directly to such designated individual during the course of this engagement.
Fee. You will pay CXO a fee of $32,000.00 per month ( $20,000 in cash and $12,000 in preferred stock based at the latest valuation) plus milestone bonuses as outlined in Schedule B. As a condition to providing the Services, CXO requires a security deposit of two weeks of estimated work (the “Deposit”), which will only be used by us under the limited circumstances described on Exhibit A. The Deposit is due upon the execution of this Agreement.
Hiring Fees. You may hire the Resource at any time as your employee during the term of this engagement. The placement fee due upon hiring the Resource is 30% of the new employee’s starting base.
Expenses. You will reimburse the Resource directly for all reasonable and customary travel and out-of-pocket expenses incurred in connection with this Agreement.
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| 469-389-8458 ◊ kelly@cxoexecs.com ◊ www. CXOexecutivesolutions.com |
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CXO appreciates the opportunity to serve you and believes this Agreement accurately reflects our mutual understanding of the terms upon which the Services will be provided. CXO would be pleased to discuss this Agreement with you at your convenience. If the foregoing is in accordance with your understanding, please sign a copy of this Agreement and return it to my attention.
| Sincerely, | Accepted & agreed: Onar Holdings, Inc. |
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| Kelly Anderson, CPA Founder and CEO | Sign: | /s/ Claude Zdanow |
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| Print Name: | Claude Zdanow |
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| Title: | CEO |
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| Date: | 09/30/2026 |
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| 469-389-8458 ◊ kelly@cxoexecs.com ◊ www. CXOexecutivesolutions.com |
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Exhibit A
Interim Services Agreement Standard Terms and Conditions
1. Payment Terms. CXO will prepare invoices weekly in arrears. Payments to CXO shall be made within five (5) days of receipt of invoice by check or by electronic transfer in accordance with the instructions set forth below or such alternative instructions as provided by CXO from time to time in its sole and absolute discretion. Any amounts not paid when due will be immediately assessed a service charge equal to the lesser of (i) one and one-half percent (1.5%) or (ii) the maximum amount allowed under applicable law with a similar charge assessed every ensuing thirty (30) day period until such amounts are paid in full.
| Mailing information: | CXO Executive Solutions, LLC 3751 Main Street, Suite 600, #307 The Colony, TX 75056 |
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| Banking Information: Please use the following for making wire payments: | |
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| Bank Name and Address: | [****] |
| Beneficiary: | [****] |
| Beneficiary Account Number: | [****] |
| ABA Transit/Routing Number: | [****] |
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2. Deposit. In the event of a breach of this Agreement by the Company, CXO will be entitled to apply the Deposit to its or the Resource’s damages resulting from such breach. Upon the expiration or termination of this Agreement, CXO will return to the Company the balance of the Deposit remaining after application of any amounts to damages.
3. Effective Dates. This Agreement will be effective as of the earlier of (i) the date CXO begins providing Services to the Company, and (ii) date hereof.
4. Termination. Either party may terminate this Agreement by providing the other party a minimum of ten (10) days written notice. CXO will continue to provide, and the Company will continue to pay for, the Services until the effective date of such termination.
CXO may terminate this Agreement immediately upon written notice to the Company if: (i) the Company is engaged in or asks CXO or any Resource to engage in or ignore any illegal or unethical activity, or (ii) the Company fails to pay any amounts due to us under the Agreement when due. In the event that the Resource ceases to be a Partner or employee of CXO, or becomes incapacitated in a manner that renders the Resource unable to provide materials Services, upon the mutual agreement of the parties, the Resource may be replaced by another CXO professional.
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| 469-389-8458 ◊ kelly@cxoexecs.com ◊ www. CXOexecutivesolutions.com |
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5. Hiring the Resource after Termination of the Agreement. If, within the twelve (12) month period following the termination or expiration of this Agreement, Company or any of its parents, subsidiaries or affiliates employs any Resource, or engages any Resource as an independent contractor (collectively, the “Retention”), Company will promptly pay CXO a placement fee in an amount equal to thirty percent (30%) of CXO’s Annualized Fees within 30 days of the Retention. For purposes herein, “Annualized Fees” means: (i) the annualized base compensation if hired as an employee; or (ii) the hourly fees times 2,080 hours, if hired as an independent contractor.
6. Warranties and Disclaimers. Except as otherwise expressly set forth herein, it is understood that CXO does not have any obligation, contractual or otherwise, to Company other than to provide the Services using commercially reasonable efforts in accordance with industry standards. CXO disclaims all representations and warranties, whether express, implied or statutory, including, but not limited to any warranties of quality, performance, merchantability, or fitness of use or purpose. Without limiting the foregoing, CXO makes no representation or warranty with respect to the Resource or the Services provided hereunder, and will not be responsible for any action taken by you in following or declining to follow any of the Resource’s advice or recommendations. The Services provided by CXO and the Resource hereunder are for the sole benefit of Company and not any third parties. The Services will not constitute an audit, review, opinion, or compilation, or any other type of financial statement reporting or attestation engagement that is subject to the rules of the AICPA or other similar state or national professional bodies or laws and will not result in an opinion or any form of assurance on internal controls. It is incumbent on you to report any unsatisfactory performance of the Resource on a timely basis. If you are unsatisfied with the performance of the Resource, you may terminate the Resource or seek a replacement Resource. All services performed up through the notification of unsatisfactory performance will be considered valid and collectible.
7. Limitation of Liability and Indemnity.
(a) CXO’s liability in any and all categories and for any and all causes arising under this Agreement, or in any way related to this Agreement, whether based in contract, tort, negligence, strict liability or otherwise, will, in the aggregate, not exceed the actual fees paid by you to CXO over the previous two (2) months of the Agreement. In no event will CXO be liable for incidental, consequential, punitive, indirect or special damages, including, without limitation, interruption or loss of business, profit or goodwill. As a condition for recovery of any liability, you must assert any claim against CXO within three (3) months after discovery or sixty (60) days after the termination or expiration of the applicable Schedule under which the liability arises, whichever is earlier.
(b) You agree to indemnify CXO and the Resource to the full extent permitted by law for any losses, costs, damages, and expenses (including reasonable attorneys’ fees), as they are incurred, in connection with any cause of action, suit, or other proceeding arising in any way out of the provision of services to you pursuant to this Agreement.
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| 469-389-8458 ◊ kelly@cxoexecs.com ◊ www. CXOexecutivesolutions.com |
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8. Directors and Officers Insurance. During the term of this Agreement, Company will provide directors and officers liability insurance coverage for any Resource serving as an officer or executive of Company at no additional cost to CXO or the Resource. Furthermore, Company will maintain such insurance coverage with respect to occurrences arising during the term of this Agreement for at least five (5) years following the termination or expiration of the Agreement or will purchase a directors and officers extended reporting period or “tail” policy to cover the Resource for such five (5) year period. Company’s directors and officers’ insurance must be primary and non-contributory. Upon the execution of this Agreement and at any other time requested by CXO, Company will provide CXO a certificate of insurance evidencing that Company is in compliance with the requirements of this paragraph.
9. Governing Law, Arbitration, and Witness Fees.
It is acknowledged that this Agreement shall be construed and governed in accordance with the laws of the State of Texas and the rules, orders and regulations of the Department in effect at the time of the execution of this Agreement. If any legal action is filed pursuant to this Agreement such action must be filed in a court of competent jurisdiction in Denton County, Texas.
If the Resource is requested or authorized by Company or is required by government regulation, subpoena, or other legal process to produce documents or appear as witnesses in connection with any action, suit or other proceeding initiated by a third party against Company or by Company against a third party, Company will, so long as CXO is not a party to the proceeding for which the information is sought, reimburse CXO for its member’s or employee’s professional time (based on customary rates) and expenses, as well as the fees and expenses of its counsel, incurred in responding to such requests.
10. Miscellaneous.
(a) This Agreement is the entire agreement between the parties for professional services and supersedes any and all agreements, whether oral or written, between the parties with respect to its subject matter. No amendment or modification to this Agreement will be valid unless in writing and signed by both parties.
(b) If any portion of this Agreement is found to be invalid or unenforceable, such provision will be severed from the remainder of this Agreement and will not cause the invalidity or un-enforceability of the remainder of this Agreement, except to the extent that the severed provision deprives either party of a material portion of its bargain.
(c) Neither party will be liable for any delay or failure to perform under this Agreement (other than with respect to payment obligations) to the extent such delay or failure is a result of an act of God, war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond such party’s reasonable control.
(d) Company may not assign its rights or obligations under this Agreement without the express written consent of CXO.
(e) Company agrees to reimburse CXO for all legal fees, costs and expenses (including cost of appeal or petitions) incurred by CXO related to the interpretation, enforcement or collection of any amounts due under this Agreement.
(f) Company agrees to allow CXO to use Company’s logo and name on CXO’s website and other marketing materials for the sole purpose of identifying Company as a client of CXO. CXO will not use Company’s logo or name in any press release or general circulation advertisement without Company’s prior written consent.
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| 469-389-8458 ◊ kelly@cxoexecs.com ◊ www. CXOexecutivesolutions.com |
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Exhibit B – Scope of Work
Interim CFO Services as outlined below
Compensation:
$32,000 per month $20,000 in cash, $12,000 in preferred stock, valued at the latest valuation report.
Milestone Bonuses:
$50,000 upon finalizing the audit for Purple acquisition
$100,000 upon successful uplisting to a national exchange.
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| 469-389-8458 ◊ kelly@cxoexecs.com ◊ www. CXOexecutivesolutions.com |
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
ONAR Appoints Audit Chair Kelly Anderson, Former Public-Company CFO and Veteran of More Than 400 Acquisitions, as Interim Chief Financial Officer to Lead Nasdaq Uplist Preparation
Anderson steps into the role from inside the company, having chaired ONAR’s Audit Committee since August 2025; director Howard D. Palefsky assumes the Audit Committee chair; appointment follows the completion days earlier of the largest acquisition in Company history and its up to $15 million financing
Miami, FL, October 6, 2026 (GLOBE NEWSWIRE) -- ONAR Holding Corporation (OTCID: ONAR) (“ONAR” or the “Company”), an AI-powered marketing platform, today announced the appointment of Kelly Anderson as Interim Chief Financial Officer, effective October 1, 2026. The appointment comes days after the Company completed its acquisition of Advertise Purple, the largest acquisition in its history, and completed the initial closing of its up to $15 million financing, and it addresses the fourth and final priority the Company set out in its July letter to stockholders: the pursuit of a Nasdaq listing. Anderson’s mandate is the finance side of that pursuit, including uplist readiness, public-company reporting at the combined company’s new scale, and the financial integration of Advertise Purple. The interim designation reflects the assignment rather than any uncertainty: Anderson’s focus is carrying the Company through the listing process and the build-out of an exchange-grade finance organization.
Anderson is not arriving cold. She has served on ONAR’s Board of Directors as Audit Committee Chair since August 2025, through every filing, every acquisition, and every financing of the past year. The Company announced in its Annual Report that it was recruiting a Chief Financial Officer; the Board concluded that the strongest candidate was already at the table, with the advantage that she starts with a working knowledge of the Company’s numbers that no outside hire could match.
Anderson brings more than 25 years of senior finance leadership, including prior service as Chief Financial Officer of publicly traded T3 Motion and of Mavenlink, and Chief Accounting Officer at Fisker Automotive and has overseen more than 400 acquisitions across her career. She is a Certified Public Accountant and the founder of CXO Executive Solutions, an executive services firm specializing in placing senior finance leadership into companies at inflection points.
In connection with the appointment, Anderson stepped down from the Board of Directors and as Audit Committee Chair, and the Board has appointed Howard D. Palefsky as Audit Committee Chair. Palefsky, has served as a director since June 2025 and as Chair of the Company’s Governance and Nominating Committee, he also served as Chairman, President and Chief Executive Officer of Collagen Corporation for nearly two decades and has served on the boards of more than 30 organizations. The transition keeps the Audit Committee chaired by an independent director without interruption.
Anderson will work alongside James Keck, the Company’s Vice President of Finance, who continues to lead day-to-day financial operations, financial planning, and acquisition finance, the function he has built and run through the Company’s last four acquisitions.
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“Getting to an exchange is mostly a finance project, and we are now staffing it like one,” said Claude Zdanow, Chief Executive Officer of ONAR. “We said we would recruit a CFO, and we ran a real search. The conclusion we kept reaching is that the person best qualified to carry our numbers to Nasdaq has been chairing our Audit Committee for the past year. Kelly has watched every filing we have made from the oversight side. Now she moves to the execution side, and James and his team get a partner who has done this climb before, more than once.”
“I have had a year inside ONAR’s numbers, and that is exactly why I said yes,” said Kelly Anderson. “This company just completed its largest acquisition, funded it, and moved its oldest debt into alignment with stockholders, all in the same week. What it needs now is the discipline of exchange-grade reporting, and that is work I have done my whole career. I know where we are strong, I know what we have to build, and I know the team I am building it with.”
“Kelly’s deep expertise and seasoned judgment add depth to our financial leadership at a pivotal stage in ONAR’s rapid growth,” said James Keck, Vice President of Finance. “I couldn’t be more excited to work alongside her as we pursue our ambitious plans. I’m proud of the foundation our team has built and energized by the vision we’re building toward together.”
Additional information regarding the appointment, including compensation arrangements, is set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 6, 2026.
About ONAR Holding Corporation
ONAR (OTCID: ONAR), pronounced “honor,” is an AI-powered marketing platform. ONAR acquires specialist marketing agencies serving middle-market and growth-stage brands across performance marketing, creative, and commerce, and operates them as one company on shared proprietary technology designed to automate up to 70% of manual agency work. Its technology division, ONAR Labs, develops and houses the Company’s proprietary technology, including ONAR AI, a marketing intelligence platform deployed across the Company’s agencies to improve productivity; Retina AI, a predictive customer intelligence platform; and Cortex, an offline and online sales attribution platform. ONAR continues to expand the platform through disciplined acquisitions, including JUICE, Scale Partner, and Advertise Purple. Learn more at www.onar.com.
Forward-Looking Statements
This press release 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, the integration of Advertise Purple, any potential uplisting, and any other potential acquisitions, financings, and debt restructurings, 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 and indebtedness, integration risks, the need for additional financing, market conditions, competition, retention of key personnel, 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.
Media and Investor Contact
ONAR Holding Corporation
Investor Relations
IR@onar.com
(213) 437-3081
www.onar.com
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