ONAR Holding Corp Announces Financing via Convertible and Senior Notes

What Happened

• ONAR Holding Corp (ONAR) announced on Sept. 28–29, 2026 that it entered into securities purchase and exchange agreements to raise financing through secured convertible promissory notes and senior secured convertible promissory notes. The agreements provide for up to $15,000,000 of Notes (plus Exchange Notes issued in debt-for-note exchanges) and up to $5,000,000 of Senior Notes.
• At the initial closings the company issued Notes with aggregate principal of $3,944,444.44 for $3,550,000 cash, Exchange Notes with aggregate principal $7,089,317.25 in exchange for existing indebtedness valued at $6,380,385.52, and Senior Notes with aggregate principal $3,944,444.44 for $3,550,000 cash. Certain Senior Purchasers also received 9,202,613 common shares as incentive shares. Some investors are existing lenders or related parties.

Key Details

• Note economics: Notes and Exchange Notes carry a 10% original issue discount, 8.0% annual interest, and 18-month maturity (Exchange Notes’ first six months interest is not guaranteed); Senior Notes carry a 10% original issue discount, 12.0% interest and mature Sept. 28, 2027.
• Conversion/uplist mechanics: On a Nasdaq uplisting, outstanding Notes, Senior Notes and Exchange Notes will automatically convert into a new Series 1 Convertible Preferred Stock at a fixed conversion price of $0.038576 per share (based on a $25M fully diluted valuation and 648,070,547 fully diluted shares). Accrued interest on Notes and Senior Notes will be paid in cash on conversion.
• Warrants and incentive shares: Investors received five‑year warrants exercisable at $0.0482/share (125% of conversion price) with a one-time reset after 12 months; the company will also issue Nasdaq incentive common shares to meet listing public-float/round-lot requirements, which reduce warrants’ underlying shares (1 Nasdaq Incentive Share reduces Warrant Shares by 0.5).
• Security and other rights: The company granted a security interest in substantially all assets under a Pledge and Security Agreement; Senior Notes have senior payment and lien priority. The company agreed to registration rights for shares issuable on conversion and leak‑out restrictions limiting post‑uplisting sales (generally no more than 5% of avg. daily volume over 180 days). Liquidated damages for registration delays capped at 6% of the applicable subscription amount.

Why It Matters

• This filing signals a material financing and recapitalization effort: ONAR is raising cash, restructuring existing debt into new convertible securities, and granting broad collateral to secure those obligations. That affects the company’s capital structure (more convertible preferred equity potential on an uplisting) and increases secured indebtedness senior to other notes.
• For investors, key implications include dilution risk if conversion occurs on a Nasdaq uplisting (conversion price and warrant exercise price are set), higher secured debt obligations and lien priority for Senior Note holders, and transfer restrictions after any uplisting. Retail investors should monitor progress toward a Nasdaq uplisting, the company’s use of proceeds, and any subsequent registration statements or conversions.