OTC: ONAR

On July 25, 2024, the Company acquired HLDCO, LLC and its subsidiary Integrum Group LLC through a reverse merger where the shareholders of HLDCO entered into an Agreement to Contribute and Exchange to exchange their equity interests in HLDCO for shares of the Company. Due to the relative significance of HLDCO, LLC, we account for this acquisition as a reverse acquisition.

On August 23, 2024, the Company filed with the Secretary of State for Nevada a Certificate of Amendment to the Articles of Incorporation, changing its name to ONAR Holding Corporation.

On September 12, 2024, Integrum filed a certificate of amendment to its certificate of formation with the Delaware Secretary of State, pursuant to which it changed its corporate name from Integrum Group LLC to ONAR, LLC.

On September 17, 2024, the Company filed a Certificate of Cancelation of Limited Liability Company for HLDCO with the Secretary of State of Delaware to dissolve HLDCO, leaving ONAR, LLC as the Company’s primary operating subsidiary.

2025 Corporate Developments

During 2025, the Company executed a series of transformative corporate actions that significantly reshaped its operations, governance, and strategic positioning:

Juice Labs Acquisition. On September 15, 2025, ONAR, LLC completed the acquisition of 100% of the membership interests of Juice Labs LLC through a Membership Interest Purchase Agreement. The acquisition integrated the JUICE agency platform, including its client relationships, personnel, and proprietary technology infrastructure, into the ONAR network. Following the acquisition, ONAR merged its existing Storia agency operations with Juice Labs under the unified JUICE brand.

Retina AI Acquisition. On September 23, 2025, ONAR Labs LLC completed the acquisition of the Retina AI software platform, a predictive customer intelligence engine. Retina AI became a core component of the ONAR Labs technology stack, providing capabilities in customer lifetime value prediction, audience segmentation, and data-driven marketing optimization.

Board of Directors Expansion. During 2025, the Company significantly strengthened its corporate governance by expanding its Board of Directors from a sole director to a multi-member board with independent oversight. Key appointments included Scott Kauffman as Chairman of the Board, along with the addition of independent directors Mark Gazit, Reda Raad, and Howard Palefsky. These appointments bring decades of experience in public company governance, media and advertising, cybersecurity, technology, and corporate strategy.

Debt Conversion. In December 2025, the Company retired $311,000 in outstanding debt through voluntary equity conversion by certain noteholders, reducing future interest expense and simplifying the capital structure.

Portfolio Simplification. The Company completed the divestiture of its non-core legacy swimming pool construction business (Reliant Pools, Inc.), effective December 31, 2025, and the sale of substantially all operating assets of VMED Services, LLC (operating under the Of Kos brand) effective January 8, 2026. The Company retained all intellectual property related to the Of Kos brand name.

Organizational Structure

As of December 31, 2025, the Company’s organizational structure consists of ONAR Holding Corporation as the publicly traded parent entity, with ONAR, LLC as its primary operating subsidiary. ONAR, LLC holds the following wholly owned subsidiaries: Juice Labs LLC (operating under the JUICE brand), ONAR Labs LLC (the Company’s technology and innovation division), VMED Services, LLC (operating under the Of Kos healthcare marketing brand, with the sale of substantially all operating assets completed in January 2026), and Storia Agency, LLC (operations merged into JUICE). Reliant Holdings, Inc. and its subsidiary Reliant Pools, Inc. constitute a divested non-core legacy business segment. Chalk Experiences, LLC and Reliant Custom Homes, Inc. are inactive subsidiaries whose operations were wound down prior to the Company’s reverse merger in 2024.

Description of Business Operations

ONAR is a technology-enabled marketing platform that acquires and integrates specialist marketing agencies to build a unified, data-driven operating network. The Company focuses on middle-market brands seeking enterprise-grade marketing capabilities without enterprise-level cost or complexity. Since its formation, ONAR has grown through a combination of strategic acquisitions and organic expansion, leveraging shared technology infrastructure, centralized finance and compliance, and data-driven optimization to create value across its portfolio.

The Company positions itself as The Operating System for Modern Marketing, targeting brands with $10 million to $1 billion in revenue that require sophisticated, technology-forward marketing solutions. ONAR differentiates itself from traditional agency holding companies through its focus on the expanding middle market, its investment in proprietary AI and data technology, and its model of deep operational integration rather than passive financial ownership.

ONAR currently operates through the following key business units:

JUICE

JUICE is a performance digital marketing agency offering full-spectrum paid media, creative, data science, web development, and strategy services. JUICE has driven over $2.5 billion in client revenue, maintains an average client tenure exceeding three years, and was ranked #105 on the Inc. 5000 list of fastest-growing companies. The agency serves B2B and B2C clients across diverse sectors, including consumer products, manufacturing, business services, technology, e-commerce, and healthcare. Core services include paid digital advertising, search engine optimization, conversion rate optimization, web development, creative production, and data-driven campaign management. Following the September 2025 acquisition of Juice Labs LLC, ONAR merged its existing Storia agency operations with the Juice Labs platform under the unified JUICE brand.

ONAR Labs

ONAR Labs is the Company’s innovation and technology division, launched in 2025 to centralize technology development, data architecture, and AI-enabled optimization across the agency network. ONAR Labs houses the Company’s proprietary technology stack, consisting of: Retina AI, a predictive customer intelligence engine for customer lifetime value prediction and audience segmentation; Cortex, a real-time analytics backbone for cross-channel performance monitoring; Agentic Ops, an autonomous execution layer for campaign optimization and automated workflows; and the QA Layer, a deploy-blocking governance system for quality assurance. ONAR Labs is designed to drive higher-margin, recurring-revenue opportunities from SaaS licensing, data intelligence products, and automation tools for both ONAR’s agency clients and potential third-party customers.

Of Kos (Brand IP Retained)

Of Kos is a healthcare marketing brand named after Hippocrates of Kos, specializing in medical laboratory and genetic testing marketing with HIPAA-compliant marketing solutions. In January 2026, the Company completed the sale of substantially all operating assets of VMED Services, LLC, which conducted operations under the Of Kos brand, pursuant to a $1.5 million secured, seller-financed promissory note. The Company retained all intellectual property related to the Of Kos brand name and continues to view healthcare marketing as a strategic vertical for future development.

Our Market

Industry Trends

The marketing services industry continues to undergo significant transformation driven by advances in artificial intelligence, data analytics, and automation. We believe the following trends describe the industry today:

First, the adoption of AI and machine learning has accelerated across the marketing ecosystem, with brands increasingly relying on AI-powered tools for audience targeting, content creation, campaign optimization, and customer lifetime value prediction. The proliferation of data across touchpoints has created demand for advanced analytical platforms that can synthesize information and generate actionable insights in real time.

Second, the convergence of technology and creative services has blurred traditional boundaries between agencies, technology companies, and data providers. Clients increasingly seek integrated partners that can deliver both strategic creative execution and technology-driven measurement and optimization within a unified engagement.

Third, the middle-market segment (companies with approximately $10 million to $1 billion in revenue) continues to grow in size and sophistication. These companies demand enterprise-grade marketing capabilities but lack the budgets to engage the largest global holding company agencies, creating a significant addressable market for platform-oriented, technology-enabled specialist agencies.

Fourth, private-market valuations for specialist marketing agencies have moderated from pandemic-era highs due to rising costs of capital and macroeconomic uncertainty. This environment creates favorable conditions for acquirers with access to public-company equity as transaction currency.

Competitive Landscape

ONAR generally operates in a highly competitive and diverse industry landscape. Due to its focus on the expanding middle market, ONAR does not directly compete for the same client base as the largest global holding companies (such as WPP, Omnicom, Publicis, and Interpublic), which primarily serve Fortune 500 and multinational enterprises. Instead, ONAR competes with regional and boutique agencies, mid-sized digital marketing firms, and emerging technology-enabled marketing platforms for middle-market client engagements.

The rapid rise of AI and data-driven marketing has created a paradigm shift in the industry. While legacy holding company models historically relied on scale, geographic reach, and brand reputation, the current environment increasingly rewards speed of innovation, technology depth, and operational agility. ONAR believes its combination of proven agency execution, proprietary AI technology (through ONAR Labs), and a focused middle-market acquisition strategy positions it favorably in this evolving landscape.

Network Structure and Service Offerings

ONAR maintains a 100% ownership position in all of its subsidiary companies. As of December 31, 2025, the Company organizes its operations into the following reportable segments:

Advertising and Marketing Services: This segment encompasses the Company’s core performance digital marketing, creative, data science, and technology services, led by JUICE and supported by ONAR Labs. Revenue in this segment is generated primarily through client retainer contracts, project-based engagements, and media management fees.

Healthcare Marketing (Of Kos): This segment historically provided integrated healthcare marketing solutions, specializing in medical laboratory and genetic testing marketing. With the sale of substantially all operating assets of VMED Services, LLC effective January 2026, the Company retained the Of Kos brand intellectual property. Results from the Of Kos segment are included through the date of disposition.

Divested Segments: The Company’s legacy swimming pool construction segment (Reliant Pools, Inc.) was divested effective December 31, 2025 and is not continuing in the business in 2026.

Our Strategy

ONAR’s strategic objectives center on building a scalable, technology-enabled marketing platform through disciplined acquisition, operational integration, and proprietary technology development. The Company’s strategy is defined by the following pillars:

Acquire and Integrate Specialist Agencies. ONAR targets specialist marketing agencies serving the middle market that demonstrate strong client relationships, recurring revenue characteristics, and cultural alignment with ONAR’s technology-forward approach. The Company leverages favorable private-market conditions and its public-company equity to structure accretive transactions that provide agency founders with liquidity and long-term upside.

Deploy Proprietary Technology. Through ONAR Labs, the Company is building a proprietary AI and data technology stack designed to improve agency performance, drive higher-margin recurring revenue, and create defensible competitive advantages. The ONAR Labs platform is intended to serve as shared infrastructure across all portfolio agencies and, over time, may be offered as standalone SaaS products to third-party customers.

Centralize Back-Office Functions. The Company centralizes finance, accounting, legal, compliance, and human resources functions across its portfolio, reducing overhead costs and improving operational consistency. This centralized model enables acquired agencies to focus on client delivery while benefiting from enterprise-grade infrastructure.

Strengthen Corporate Governance. During 2025, the Company expanded its Board of Directors with experienced independent directors and invested in strengthening its internal control environment. The Company is committed to maintaining governance standards appropriate for its growth stage and public-company obligations.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As disclosed in Note 1 to the consolidated financial statements, the Company has incurred recurring operating losses and has an accumulated deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans to address these conditions include pursuing additional equity and debt financing, continuing to grow revenue through organic client acquisition and strategic acquisitions, optimizing the cost structure across the agency network, and monetizing the Company’s proprietary technology platform through SaaS and data product offerings. The Company has also taken steps to improve its capital structure, including the conversion of outstanding notes payable into equity and the divestiture of non-core assets to reduce operating costs.

There can be no assurance that these plans will be successful. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital, achieve profitable operations, and generate sufficient cash flows from operations.

Where You Can Find Other Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers at http://www.sec.gov. Our SEC filings are also available through the OTC Markets website at www.otcmarkets.com.