ONAR Holding Corp Amends LOI to Acquire Advertise Purple; Extends Outside Date

What Happened
ONAR Holding Corporation (ONAR) filed an 8-K on August 11, 2026 reporting Amendment No. 2 to a previously disclosed letter of intent (LOI) with Advertise Purple, Inc. The amendment, dated August 6, 2026, gives ONAR the option (but not the obligation) to extend the LOI’s Outside Date from August 27, 2026 to September 28, 2026 by paying Advertise Purple a $250,000 “Second Down Payment” on or before August 27, 2026. The amendment also adjusts deal economics in the LOI: the Down Payment is treated as $1,250,000 and the cash consideration at closing is increased to $12,825,000, with the $1,250,000 credited dollar-for-dollar against the purchase price. The definitive purchase agreement has not been executed and is not binding until signed by the parties.

Key Details

• Amendment No. 2 executed on August 6, 2026; LOI originally dated March 23, 2026 and amended July 27, 2026 (Amendment No.1).
• Extension option: pay $250,000 by August 27, 2026 to move the Outside Date to September 28, 2026.
• Financial adjustments: Down Payment deemed $1,250,000; cash consideration at Closing increased to $12,825,000; the $1,250,000 will be credited against the purchase price.
• The Definitive Agreement remains unsigned and non-binding until execution by the parties.

Why It Matters
This filing shows ONAR is actively pursuing an acquisition of Advertise Purple and has negotiated additional time and changed payment structure to keep the transaction on track. For investors, the amendment clarifies the potential cash outlays and credit that would apply at closing, but it also underscores that the deal is still not final. The company’s filing also includes standard forward-looking caution and notes material risks (including stated substantial doubt about ONAR’s ability to continue as a going concern and the need for additional financing), which investors should consider when assessing the likelihood and impact of the proposed acquisition.