Key Highlights

  • Onar Holding closed the first stage of a secured convertible note financing with aggregate capacity of up to $15 million.
  • Senior notes of $3,944,444.44 were issued for $3.55 million in proceeds, reflecting a 10% original issue discount and 12.0% interest.
  • Notes convert automatically into Series 1 Preferred Stock on a Nasdaq listing at $0.038576 per share.
  • Warrants cover 102,251,256 shares at $0.0482, and holders of the senior notes also received 9,202,613 incentive shares.

Onar Holding Corp (OTC:ONAR), a Nevada company quoted on the OTC market under the ticker ONAR, disclosed in a Form 8-K filed on September 29, 2026 that it has closed the first stage of a financing built on secured convertible notes, with capacity of up to $15 million in aggregate. The agreements are dated September 28, 2026.

The initial closing covers $3,944,444.44 of notes issued for $3.55 million in subscription proceeds, plus an exchange of existing Debt and a large package of warrants.

The Notes

The filing describes several note structures. The senior notes carry a principal amount of $3,944,444.44 against $3,550,000 in proceeds, which reflects a 10% original issue discount. They bear interest at 12.0% a year, rising to a maximum of 18.0% after a default, and mature on September 28, 2027. The filing calls them senior in payment and Lien priority. The filing also describes notes under a separate, standard purchase agreement, likewise showing $3,944,444.44 of principal against $3,550,000 of proceeds, with 8.0% interest and a Maturity 18 months after issuance.

The company also issued exchange notes with a principal amount of $7,089,317.25 in return for existing indebtedness valued at $6,380,385.52. The filing says the exchanged debt included principal, accrued and unpaid interest, other amounts owed and a 10% exchange premium. Those notes also carry 8.0% interest and an 18-month term. The company relied on Section 4(a)(2) and Rule 506 for the primary offering and on Section 3(a)(9) for the exchange.

Conversion, Warrants and Incentive Shares

The standard and exchange notes convert automatically into Series 1 Preferred Stock when the company completes a Nasdaq listing, according to the filing. The conversion price is $0.038576 per share, which the filing ties to a $25 million fully diluted valuation and a share count of 648,070,547. The company also issued warrants for 102,251,256 shares with a five-year term and an exercise price of $0.0482, or 125% of the conversion price, with a one-time reset of the exercise price on the twelve-month anniversary.

Holders of the senior notes also received 9,202,613 common shares as incentive shares. The filing says these incentive shares offset Warrant shares at a ratio of one to two. The company granted a security interest in substantially all of its assets, including accounts, deposit accounts, securities accounts, inventory, equipment, intellectual property, Investment property and pledged Equity interests.

Restrictions and Registration

Leak-out agreements restrict the investors' sales to not more than 5% of the trailing ten-trading-day average daily trading Volume during the 180 days after a Nasdaq listing. The company must file a registration statement within 30 days of the Nasdaq uplisting, and liquidated damages for failing to do so are capped at 6% of the subscription amount.

An accompanying press release describes Onar as an AI-powered Marketing platform that operates specialist marketing agencies. Its headline says the initial closing is intended to fund the largest Acquisition in the company's history, and it quotes Chief Executive Officer Claude Zdanow: "Getting a deal like this financed is not the story.

Mr. Zdanow signed the 8-K on September 29, 2026. The filing attaches agreements as Exhibits 4.1 and 10.1 through 10.9, along with the press release as Exhibit 99.1. The 8-K puts the exchanged debt at $6,380,385.52, while the accompanying press release rounds it to about $6.5 million.

Onar's Nasdaq Listing Condition and Later Closings

The key condition is a Nasdaq listing, because the automatic conversion, the registration deadline and the leak-out period all run from it. Other dates are the September 28, 2027 maturity of the senior notes and the twelve-month anniversary of the warrants, when the one-time exercise price reset is available. Later reports should describe any further closings toward the $15 million capacity.