{"filing":{"accession_number":"0001477932-26-005870","cik":"0001682265","ticker":"ONAR","company_name":"Onar Holding Corp","form":"8-K","filing_date":"2026-09-29","report_date":"2026-09-28","primary_document":"onar_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1682265/000147793226005870/onar_8k.htm"},"events":[{"id":35646,"run_id":32844,"accession_number":"0001477932-26-005870","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"On September 28, 2026, Onar Holding Corp entered into Securities Purchase Agreements creating approximately $15 million in new convertible promissory notes (8% interest, 18-month maturity) and $5 million in senior secured convertible notes (12% interest, September 2027 maturity), with $3.9 million of each issued at closing. Additionally, the Company exchanged approximately $6.5 million of existing indebtedness into new Exchange Notes, with all obligations secured by substantially all Company assets and convertible into preferred equity upon Nasdaq uplisting.","company_name":"Onar Holding Corp","ticker":"ONAR","filing_date":"2026-09-29","form":"8-K","submitted_at":null,"items":[{"id":39785,"accession_number":"0001477932-26-005870","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"ONAR entered into two Securities Purchase Agreements on September 28, 2026, creating new direct financial obligations: (1) convertible promissory notes up to $15 million at 8% interest maturing in 18 months, with $3.9 million issued at initial closing, and (2) senior secured convertible notes up to $5 million at 12% interest maturing September 2027, with $3.9 million issued at closing. Additionally, the Company exchanged approximately $6.5 million of existing indebtedness into new Exchange Notes. While these instruments are convertible into preferred equity upon a Nasdaq uplisting, the primary disclosed action is the creation of new debt obligations secured by substantially all Company assets. The transaction is material as it represents significant new leverage to fund a major acquisition and restructures existing debt.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T13:02:17.796009+00:00","company_name":"","ticker":null,"filing_date":""},{"id":39786,"accession_number":"0001477932-26-005870","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses creation of multiple direct financial obligations: Senior Notes ($3.9M at 12% interest maturing Sept 2027), additional Senior Notes ($213.6K exchanged for existing debt), Notes ($3.9M at 8% interest), and Exchange Notes ($7.1M at 8% interest), all secured and convertible into preferred stock upon Nasdaq uplisting. This is a material debt issuance totaling approximately $15 million in new financing capacity plus $5 million in a senior secured facility, explicitly designed to fund a major acquisition and refinance existing obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T13:02:17.796009+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":35647,"run_id":32844,"accession_number":"0001477932-26-005870","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"In connection with the financing, Onar issued 9,202,613 shares of Common Stock as incentive shares and Warrants exercisable for 102,251,256 shares, all offered and sold in reliance on Section 4(a)(2) and Rule 506 in a private placement at a $25 million pre-money valuation.","company_name":"Onar Holding Corp","ticker":"ONAR","filing_date":"2026-09-29","form":"8-K","submitted_at":null,"items":[{"id":39787,"accession_number":"0001477932-26-005870","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered sales of equity securities in a private placement context. The Company issued 9,202,613 shares of Common Stock as incentive shares in connection with Senior Notes, plus Warrants exercisable for 102,251,256 shares, all offered and sold in reliance on Section 4(a)(2) and Rule 506. The press release confirms this is a $15 million financing by institutional investors at a $25 million pre-money valuation, with conversion to preferred equity contingent on Nasdaq uplisting. This is a material dilutive capital raise typical of small-cap companies raising cash through private equity issuances.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T13:02:17.796009+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":35648,"run_id":32844,"accession_number":"0001477932-26-005870","anchor_item_number":"7.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"Onar Holding Corp announced completion of financing to fund the largest acquisition in Company history of a leading U.S. affiliate marketing agency, with the $15 million financing and $5 million senior secured facility proceeds intended to fund the cash consideration for the previously announced acquisition.","company_name":"Onar Holding Corp","ticker":"ONAR","filing_date":"2026-09-29","form":"8-K","submitted_at":null,"items":[{"id":39788,"accession_number":"0001477932-26-005870","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing announces completion of a $15 million financing and entry into a $5 million senior secured facility to fund \"the largest acquisition in Company history\" of a leading U.S. affiliate marketing agency. While the Item 7.01 disclosure itself is a press release announcement, the substance centers on financing transactions that directly enable a material acquisition. The press release explicitly states the proceeds are \"intended to fund the cash consideration for the Company's previously announced acquisition,\" making the acquisition the principal disclosed event, though the financing structure is also material. The $25 million pre-money valuation and conversion mechanics tied to a Nasdaq listing represent significant capital-raising activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T13:02:17.796009+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":39785,"accession_number":"0001477932-26-005870","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"ONAR entered into two Securities Purchase Agreements on September 28, 2026, creating new direct financial obligations: (1) convertible promissory notes up to $15 million at 8% interest maturing in 18 months, with $3.9 million issued at initial closing, and (2) senior secured convertible notes up to $5 million at 12% interest maturing September 2027, with $3.9 million issued at closing. Additionally, the Company exchanged approximately $6.5 million of existing indebtedness into new Exchange Notes. While these instruments are convertible into preferred equity upon a Nasdaq uplisting, the primary disclosed action is the creation of new debt obligations secured by substantially all Company assets. The transaction is material as it represents significant new leverage to fund a major acquisition and restructures existing debt.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T13:02:17.796009+00:00","company_name":"Onar Holding Corp","ticker":"ONAR","filing_date":"2026-09-29"},{"id":39786,"accession_number":"0001477932-26-005870","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses creation of multiple direct financial obligations: Senior Notes ($3.9M at 12% interest maturing Sept 2027), additional Senior Notes ($213.6K exchanged for existing debt), Notes ($3.9M at 8% interest), and Exchange Notes ($7.1M at 8% interest), all secured and convertible into preferred stock upon Nasdaq uplisting. This is a material debt issuance totaling approximately $15 million in new financing capacity plus $5 million in a senior secured facility, explicitly designed to fund a major acquisition and refinance existing obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T13:02:17.796009+00:00","company_name":"Onar Holding Corp","ticker":"ONAR","filing_date":"2026-09-29"},{"id":39787,"accession_number":"0001477932-26-005870","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered sales of equity securities in a private placement context. The Company issued 9,202,613 shares of Common Stock as incentive shares in connection with Senior Notes, plus Warrants exercisable for 102,251,256 shares, all offered and sold in reliance on Section 4(a)(2) and Rule 506. The press release confirms this is a $15 million financing by institutional investors at a $25 million pre-money valuation, with conversion to preferred equity contingent on Nasdaq uplisting. This is a material dilutive capital raise typical of small-cap companies raising cash through private equity issuances.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T13:02:17.796009+00:00","company_name":"Onar Holding Corp","ticker":"ONAR","filing_date":"2026-09-29"},{"id":39788,"accession_number":"0001477932-26-005870","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing announces completion of a $15 million financing and entry into a $5 million senior secured facility to fund \"the largest acquisition in Company history\" of a leading U.S. affiliate marketing agency. While the Item 7.01 disclosure itself is a press release announcement, the substance centers on financing transactions that directly enable a material acquisition. The press release explicitly states the proceeds are \"intended to fund the cash consideration for the Company's previously announced acquisition,\" making the acquisition the principal disclosed event, though the financing structure is also material. The $25 million pre-money valuation and conversion mechanics tied to a Nasdaq listing represent significant capital-raising activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T13:02:17.796009+00:00","company_name":"Onar Holding Corp","ticker":"ONAR","filing_date":"2026-09-29"}]}