Onar Holding Corp
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
ONARStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-19.
0001477932-25-006079
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001477932-25-008311
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 58 previous paragraphs and 67 current paragraphs.
31 unchanged; 20 reworded; 16 added; 6 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
ONAR Holding Corporation (“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.
Current report
ONAR currently operates three wholly owned, high-specialization agencies: Storia, an AI-enabled performance marketing agency; Of Kos (formerly known as VMED Services), a healthcare marketing agency; and JUICE, a digital growth agency acquired in September 2025. Since the acquisition of JUICE, ONAR has merged the Storia and Juice brands and plans to operate the businesses together under the JUICE brand going forward.
Current report
As part of the Juice Labs acquisition, ONAR also acquired Sour Grapes, a proprietary marketing-technology platform that helps brands manage real-time sentiment across meta and other channels. Sour Grapes serves as a foundational asset within ONAR Labs, the Company’s innovation and technology division, which focuses on developing and integrating artificial-intelligence-driven tools across ONAR’s agency network. ONAR Labs is designed to centralize the Company’s technology development, data architecture, and AI-enabled optimization efforts to drive higher-margin, recurring-revenue opportunities from SaaS and data products. ONAR Labs represents the Company’s long-term initiative to commercialize proprietary data and automation technology across its agency network.
Current report
In addition, during September 2025 the Company acquired the assets of Retina AI, a marketing-technology company specializing in maximizing customer lifetime value, further strengthening ONAR’s data and technology capabilities across its agency network.
Current report
As a network, ONAR is structured for strategic mergers and acquisitions. The Company’s model leverages declining private-market valuations and rising costs of capital to consolidate specialist agencies at fair multiples and improve their operating performance through shared technology, centralized finance, and data-driven optimization. By utilizing its public-company platform, ONAR enables agency founders to exchange private ownership for liquidity and future upside in a scalable public vehicle.
Current report
Through the Company’s wholly owned subsidiary Reliant Pools, which has operated since September 2013, the Company continues to manage a small, legacy custom swimming-pool construction business in the greater Austin, Texas market. Reliant Pools designs and builds residential pools and related water features, but this business is non-core to ONAR’s strategic focus on marketing, technology, and AI-driven growth.
Current report
Management is actively pursuing strategic alternatives for Reliant Pools, including a potential sale or wind-down of operations, and expects to complete this process by the end of 2025. Proceeds or resources from any transaction are intended to be redeployed toward the Company’s higher-growth, higher-margin marketing and technology platform.
Current report
A portion of this short-term debt was intentionally incurred to fund the closing of the Juice Labs acquisition and related integration activities. Management’s plan from inception of that financing was to refinance or recapitalize these short-term obligations into longer-term, more sustainable debt and/or equity aligned with the Company’s growth profile.
Current report
Since the end of the third quarter, the Company has been in active discussions with multiple lenders and institutional investors and has received several non-binding term sheets to refinance and consolidate a significant portion of its near-term debt. Management anticipates completing one or more of these recapitalization transactions in the near future, which is expected to improve liquidity, extend maturities, and strengthen the Company’s balance sheet.
Current report
In addition, with the inclusion of Juice Labs once fully integrated, ONAR is on a path to positive cash flow, reflecting improved operating leverage and integration progress across the marketing agency network. Management used $1 million of net cash in operating activities for the nine months ending September 30, 2025, and used $2.7 million from financing activities in the period. While the Company does not currently have additional committed sources of capital beyond the negotiations described above, management believes that the completion of the planned refinancing will materially enhance the Company’s financial flexibility.
Current report
*Highlights: *The nine months ended September 30, 2025 reflected a 25% year-over-year increase in total revenue, primarily driven by the addition of Juice Labs, which contributed results for the final 15 days of the quarter, as well as continued growth across ONAR’s marketing-agency network. The Reliant Pools segment was included, but was not material to consolidated results. Higher operating expenses primarily reflect the initial integration of Juice Labs, expanded activity in the marketing segment, and ongoing public-company and growth-related costs. Management continues to prioritize cost discipline and strategic growth initiatives to improve profitability.
Current report
We had operating expenses of $1,165,667 for the three months ending September 30, 2025, compared to operating expenses of $1,165,940 for the three months ending September 30, 2024, representing a decrease of approximately $273, or less than 1%. The change was not material and primarily reflects normal period-to-period fluctuations in general and administrative expenses..
Current report
For the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024
Current report
During the nine-month period ended September 30, 2025, the Company added six new board members, including several independent directors, to enhance governance and oversight. These additions reflect the Company’s continued efforts to strengthen its leadership structure as it scales its operations and prepares for future growth.
Current report
Although there can be no assurance that the Company’s ongoing initiatives will be successful, management believes that the combination of (i) active debt-refinancing and recapitalization efforts, (ii) positive adjusted cash-flow generation following the Juice Labs acquisition, and (iii) disciplined cost management and expense controls will provide sufficient flexibility to support near-term operating and growth needs. The Company continues to evaluate additional financing options, including potential equity or debt offerings and strategic partnerships, as part of its broader capital-optimization plan.
Current report
Any such financing activities are expected to be structured to strengthen the balance sheet and minimize dilution to existing shareholders. If anticipated refinancing transactions or cash-flow improvements are delayed or unavailable, the Company may seek additional financing to ensure adequate liquidity. Management believes that, upon completion of the planned recapitalization and integration initiatives, ONAR will be better positioned to pursue selective strategic acquisitions and expansion opportunities without reliance on short-term funding.
Removed paragraphs (6)
Previous report
As a network of marketing agencies, ONAR is structured for strategic mergers and acquisitions. Beyond organic growth, ONAR capitalizes on the rising cost of capital and decreasing multiples for marketing agency owners. Agencies acquired by ONAR can leverage our platform and resources to monetize their business better and lower their expenses. Additionally, by leveraging public equities, we offer sellers/partners the chance to secure future liquidity at higher valuations, backed by our extensive experience, making it attractive for them to join the ONAR family.
Previous report
We, through our wholly-owned subsidiary Reliant Pools (which has been in operation since September 2013), are an award winning, custom, swimming pool construction company located in the greater Austin, Texas market. We assist customers with the design of, and then construct, recreational pools which blend in with the surroundings, geometric pools which complement the home’s architecture and water features (e.g., waterfalls and negative edge pools) which provide the relaxing sounds of moving water. Management is evaluating strategic alternatives for the pool business, including a potential divestiture, to focus capital and resources on scaling our AI-enabled marketing agency network, which we believe offers higher growth potential and improved margins.
Previous report
***Highlights:***The first half of 2025 reflected a 28% year-over-year increase in total revenue, driven by the inclusion of Reliant Pools, partially offset by lower quarterly marketing revenues due to client timing. Higher operating expenses primarily reflect public company compliance costs, growth investments, and stock-based compensation. We continue to prioritize cost discipline and strategic growth initiatives to improve profitability.
Previous report
For the six Months Ended June 30, 2025, compared to the six Months Ended June 30, 2024
Previous report
As disclosed in Note 9, subsequent to quarter-end we added three independent directors to enhance governance and completed two convertible note financings, providing incremental liquidity and extending our financing horizon.
Previous report
In the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.
Reworded paragraphs (20)
Previous wording
ONAR’s agencies currently serve B2B and B2C clients across diverse industries, including consumer products, manufacturing, business services, technology, e-commerce, healthcare, and more. The top productized services offered by ONAR agencies include paid digital advertising, search engine optimization, conversion rate optimization, web development, creative, field marketing, and experiential marketing.
Current wording
ONAR’s agencies collectively serve B2B and B2C clients across diverse sectors, including consumer products, manufacturing, business services, technology, e-commerce, and healthcare. Core services across the network include paid digital advertising, search-engine optimization, conversion-rate optimization, web development, creative production, field marketing, and experiential activations.
Previous wording
We are executing a transition plan focused on strengthening our balance sheet, streamlining operations, and positioning ONAR for scalable growth. Our priorities include: (1) refinancing or converting near-term debt maturities to improve liquidity and reduce financing costs, (2) tightening expense controls and accelerating collections to improve cash conversion, (3) driving net new revenue through higher-margin, AI-enabled marketing services, and (4) selectively funding growth initiatives.
Current wording
We are executing a transition plan focused on strengthening our balance sheet, streamlining operations, and positioning ONAR for scalable, sustainable growth. Our near-term priorities include: (1) refinancing or converting near-term debt maturities—most of which were incurred to close the Juice Labs acquisition—into longer-term, lower-cost obligations; (2) tightening expense controls and accelerating collections to improve cash conversion; (3) driving net-new revenue through higher-margin, AI-enabled marketing services; and (4) selectively funding strategic growth initiatives.
Previous wording
We ended the quarter with $0.75 million in current assets and $6.23 million in current liabilities, resulting in a working capital deficit of approximately $5.47 million. Current liabilities include approximately $3.7 million of notes and other borrowings due within twelve months. Management used $1.02 million of net cash in operating activities for the six months ending June 30, 2025, and generated $0.95 million from financing activities in the period. We do not currently have additional committed sources of capital from third parties or from our officers, directors or majority stockholders and may be required to pursue additional debt and/or equity financing; there can be no assurance such financing will be available on acceptable terms, if at all.
Current wording
We ended the quarter with $625 thousand in current assets and $9 million in current liabilities, resulting in a working capital deficit of approximately $8.3 million. Current liabilities include approximately $5.3 million of notes and other borrowings due within twelve months.
Previous wording
We had revenue of $550,639 for the three months ending June 30, 2025, compared to revenue of $667,296 for the three months ending June 30, 2024, a decrease of $116,657 or 17% from the prior period. The decrease in revenues was primarily due to changes in the Marketing segment’s customer base and the timing of revenue streams during the period.
Current wording
We had revenue of $1,077,106 for the three months ending September 30, 2025, compared to revenue of $898,797 for the three months ending September 30, 2024, an increase of $178,309 or 20% from the prior period. The change in revenues was primarily due to changes in the Marketing segment’s customer base and the timing of revenue streams during the period.
Previous wording
We had cost of revenues of $821,584 for the three months ending June 30, 2025, compared to cost of revenues of $348,171 for the three months ended June 30, 2024, an increase of $473,413 or 136% from the prior period. This increase is primarily due to the acquisition of Reliant Holdings which was not included in the previous period coupled with increased labor costs as we continue to seek to retain top talent within our business segments.
Current wording
We had cost of revenues of $832,483 for the three months ending September 30, 2025, compared to cost of revenues of $679,891 for the three months ended September 30, 2024, an increase of $152,592 or 22% from the prior period. This change is primarily due to the increased costs from the Juice Labs acquisition and we expect this to reduce in the future due to cost synergies.
Previous wording
We had interest expense of $175,497 for the three months ending June 30, 2025, compared to interest expense of $98,499 for the three months ending June 30, 2024, due to interest costs in connection with new loans during 2025 to fund operations as described in greater detail under “Liquidity and Capital Resources” below.
Current wording
We had interest expense of $459,579 for the three months ending September 30, 2025, compared to interest expense of $153,409 for the three months ending September 30, 2024, due to interest costs in connection with new loans during 2025 to fund operations and acquisitions as described in greater detail under “Liquidity and Capital Resources” below.
Previous wording
We had transaction costs for merger of $-0- for the three months ending June 30, 2025, compared to $157,047 for the three months ending June 30, 2024, representing a decrease of $157,047 or 100%. This decrease was related to merger-related costs which were incurred prior to our acquisition of Reliant Holdings and such costs do not continue post-acquisition.
Current wording
We had transaction costs for merger of $-0- for the three months ending September 30, 2025, compared to $64,878 for the three months ending September 30, 2024, representing a decrease of $64,878 or 100%. This decrease was related to merger-related costs which were incurred prior to our acquisition of Reliant Holdings and such costs do not continue post-acquisition.
Previous wording
We had changes in the fair value of our investments of $64,653 for the three months ending June 30, 2025, compared to $-0- for the three months ended June 30, 2024, representing a 100% increase for the period. This change is the result of changes in the market value of our investments, which are shares of common stock we received as compensation for services in a previous period.
Current wording
We had changes in the fair value of our investments of $201,335 for the three months ending September 30, 2025, compared to $-0- for the three months ended September 30, 2024, representing a 100% increase for the period. This change is the result of the liquidation of our investments during the period coupled with changes in the underlying market for these securities.
Previous wording
We had revenue of $1,623,234 for the six months ending June 30, 2025, compared to revenue of $1,267,838 for the six months ending June 30, 2024, an increase of $355,396 or 28% from the prior period. The increase in revenues was primarily due to the acquisition of Reliant Holdings and its related pool business.
Current wording
We had revenue of $2,700,340 for the nine months ending September 30, 2025, compared to revenue of $2,166,635 for the nine months ending September 30, 2024, an increase of $533,705 or 25% from the prior period. The increase in revenues was primarily due to the acquisition of Reliant Holdings and its related pool business.
Previous wording
We had cost of revenues of $1,699,260 for the six months ending June 30, 2025, compared to cost of revenues of $827,021 for the six months ending June 30, 2024, an increase of $872,239 or 105% from the prior period. This increase is primarily due to the acquisition of Reliant Holdings which was not included in the previous period coupled with increased labor costs as we continue to seek to retain top talent within our business segments.
Current wording
We had cost of revenues of $2,531,743 for the nine months ending September 30, 2025, compared to cost of revenues of $1,506,912 for the nine months ending September 30, 2024, an increase of $1,024,831 or 68% from the prior period. This change is primarily due to the acquisition of Reliant Holdings which was not included in the previous period coupled with increased labor costs as we continue to seek to retain top talent within our business segments.
Previous wording
We had operating expenses of $896,967 for the three months ending June 30, 2025, compared to operating expenses of $381,004 for the three months ending June 30, 2024, representing an increase of $515,963 or 135%. This increase was related to costs of compliance as a result of our acquisition of Reliant Holdings and the accompanying public company reporting obligations coupled with increases in stock-based compensation and executive compensation during the period.
Current wording
We had operating expenses of $3,207,456 for the nine months ending September 30, 2025, compared to operating expenses of $1,930,634 for the nine months ending September 30, 2024, representing an increase of $1,276,822 or 66%. This change was related to costs of compliance as a result of our acquisition of Reliant Holdings and the accompanying public company reporting obligations coupled with increases in stock-based compensation and executive compensation during the period.
Previous wording
We had interest expense of $369,224 for the six months ended June 30, 2025, compared to interest expense of $148,172 for the six months ended June 30, 2024, due to interest costs in connection with new loans during 2025 to fund operations as described in greater detail under “Liquidity and Capital Resources” below.
Current wording
We had interest expense of $828,803 for the nine months ended September 30, 2025, compared to interest expense of $301,581 for the nine months ended September 30, 2024, due to interest costs in connection with new loans during 2025 to fund operations as described in greater detail under “Liquidity and Capital Resources” below.
Previous wording
We had transaction costs for merger of $-0- for the six months ending June 30, 2025, compared to $216,647 for the six months ending June 30, 2024, representing an decrease of $216,647 or 100%. This decrease was related to merger-related costs which were incurred prior to our acquisition of Reliant Holdings and such costs are not continuing post-acquisition.
Current wording
We had transaction costs for merger of $-0- for the nine months ending September 30, 2025, compared to $281,525 for the nine months ending September 30, 2024, representing a decrease of $281,525 or 100%. This decrease was related to merger-related costs which were incurred prior to our acquisition of Reliant Holdings and such costs are not continuing post-acquisition.
Previous wording
We had changes in the fair value of our investments of $246,804 for the six months ending June 30, 2025, compared to $-0- for the six months ending June 30, 2024, representing a 100% increase for the period. This change is the result of changes in the market value of our investments, which are shares of common stock we received as compensation for services in a previous period.
Current wording
We had changes in the fair value of our investments of $448,139 for the nine months ending September 30, 2025, compared to $-0- for the nine months ending September 30, 2024, representing a 100% increase for the period. This change is the result of the liquidation of our investments during the period coupled with changes in the underlying market for these securities.
Previous wording
We had total assets of $2 million as of June 30, 2025, consisting of total current assets of $751,828, which included cash of $265,409, and accounts receivable of $163,956.
Current wording
We had total assets of $4.3 million as of September 30, 2025, consisting of total current assets of $625,214, which included cash of $284,881, and accounts receivable of $220,145.
Previous wording
We had total and current liabilities of $6.2 million as of June 30, 2025, including accounts payable of $499,047 and accrued expenses of $1,740,766, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of $213,636, and notes payable maturing within one year of $3.7 million.
Current wording
We had total and current liabilities of $9 million as of September 30, 2025, including accounts payable of $1,004,686 and accrued expenses of $2,001,677, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of $81,260, and notes payable maturing within one year of $5.3 million net of associated debt discounts.
Previous wording
We had a working capital deficit of $5.5 million as of June 30, 2025, compared to a working capital deficit of $4 million as of December 31, 2024.
Current wording
We had a working capital deficit of $8.3 million as of September 30, 2025, compared to a working capital deficit of $4 million as of December 31, 2024.
Previous wording
We used $1,024,544 net cash in operating activities for the six months ending June 30, 2025, as compared to $826,210 of net cash used in operating activities for the six months ending June 30, 2024. Net cash used in operating activities for the 2025 period was mainly due to our net loss for the period offset by certain non-cash charges. For the 2024 period, net cash used in operating activities was mainly due to a net loss for the period.
Current wording
We used $1 million net cash in operating activities for the nine months ending September 30, 2025, as compared to $1.3 million of net cash used in operating activities for the nine months ending September 30, 2024. Net cash used in operating activities for the 2025 period was mainly due to our net loss for the period offset by certain non-cash charges. For the 2024 period, net cash used in operating activities was mainly due to a net loss for the period.
Previous wording
We used $-0- of cash in investing activities for the six months ending June 30, 2025. We used $427,729 of net cash in investing activities for the six months ending June 30, 2024, which was due primarily by a loan made to a non-executive employee of the Company prior to the acquisition of Reliant Holdings and the acquisition of fixed assets during the period
Current wording
We used $1.8 million of cash in investing activities for the nine months ending September 30, 2025 primarily from the purchase of Juice Labs, LLC during the period. We used approximately $69,000 of net cash in investing activities for the nine months ending September 30, 2024, which was due primarily to the issuance of a loan to an employee.
Previous wording
We generated $950,754 of cash provided by financing activities for the six months ending June 30, 2025, primarily driven by the issuance of new debt instruments offset by repayments of previous balances. We generated $1.6 million of net cash provided by financing activities for the six months ending June 30, 2024, which was driven primarily by the issuance of debt instruments during the period.
Current wording
We generated $2.7 million of cash provided by financing activities for the nine months ending September 30, 2025, primarily driven by the issuance of new debt instruments offset by repayments of previous balances. We generated $1.8 million of net cash provided by financing activities for the nine months ending September 30, 2024, which was driven primarily by the issuance of debt instruments during the period.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
We had operating expenses of $2,041,789 for the six months ending June 30, 2025, compared to operating expenses of $764,694 for the six months ending June 30, 2024, representing an increase of $1,277,095 or 167%. This increase was related to costs of compliance as a result of our acquisition of Reliant Holdings and the accompanying public company reporting obligations coupled with increases in stock-based compensation and executive compensation during the period.