ONAR Holding Corp Announces $15 Million Financing and Exchange of Existing Notes

On September 28, 2026, ONAR Holding Corporation (OTC PINK: ONAR) entered into a Securities Purchase Agreement with a syndicate of institutional investors. Under the agreement, the Company agreed to issue secured convertible promissory notes with an aggregate principal amount of up to $15,000,000. The notes were issued with a 10% original issue discount and bear interest at a rate of 8.0% per annum, maturing eighteen months following issuance. The Company also entered into separate Exchange Agreements with holders of existing indebtedness, issuing Exchange Notes with an aggregate principal amount of $7,089,317.25. These Exchange Notes were issued with a 10% original issue discount against the value of the securities exchanged and also bear interest at 8.0% per annum.

In connection with the initial closing of the Purchase Agreement, ONAR issued Notes with an aggregate principal amount of $3,944,444.44 in exchange for aggregate subscription proceeds of $3,550,000. Concurrently, the Company issued Exchange Notes with an aggregate principal amount of $7,089,317.25 in exchange for existing indebtedness with an aggregate exchange value of $6,380,385.52. The Company also entered into a separate Securities Purchase Agreement for a senior secured facility of up to $5,000,000. The Senior Notes issued under this agreement bear interest at 12.0% per annum and mature on September 28, 2027.

The Company also agreed to issue warrants exercisable for shares of common stock with a five-year term and an initial exercise price of $0.0482 per share. Additionally, the Company agreed to issue shares of common stock upon the occurrence of a Nasdaq uplisting to satisfy Nasdaq public float and related listing requirements. Upon the completion of a Nasdaq uplisting, the outstanding Notes, Exchange Notes, and Senior Notes will automatically exchange into shares of the Company’s new Series 1 Convertible Preferred Stock. The conversion price is fixed at $0.038576 per share, based on a $25,000,000 fully diluted equity valuation of the Company. The Company also entered into a Registration Rights Agreement to register shares of common stock issuable upon conversion of the Series 1 Preferred Stock and related securities. Furthermore, the Company granted a security interest in substantially all of its assets to ADI Funding LLC as collateral agent for the holders of the notes.