ONAR · Onar Holding Corp · Exempt Offerings

Substantial doubt about the company's ability to continue as a going concern.

“These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management has taken a series of concrete actions to address these conditions. During the first quarter of 2026 and through the date of this filing, the Company completed its exit from two non-core legacy businesses, allowing management to concentrate resources on its higher-margin marketing and technology operations. Revenue for the three months ended June 30, 2026 more than doubled compared to the prior-year period, and deferred revenue has roughly tripled since year-end, reflecting growth in recurring subscription arrangements. The Company also returned to positive gross profit in both the three and six month periods ended June 30, 2026, compared to gross losses in the prior-year periods. Subsequent to quarter-end, the Company executed settlement agreements resolving both of its outstanding litigation matters: the Feinberg Litigation (as defined below), which restructured a $1,500,000 matured note obligation into scheduled payments through February 2030, and a lender dispute, which restructured a $593,315 loan into fixed monthly payments over 32 months with no additional interest, penalties or charges. Management’s plans also include continuing to grow revenue through organic client acquisition and selective strategic acquisitions, maintaining disciplined cost management across the agency network, refinancing near-term obligations into longer-term, lower-cost facilities, and reducing the Company’s reliance on short-term convertible financing. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These actions are intended to mitigate the substantial doubt about our ability to continue as a going concern and to support our transition toward a scalable, AI‑enabled marketing platform. Execution of this plan will depend on operating performance and access to capital.”