Onar Holding Corp
For the period ended Dec 31, 2025. Filed Jun 11, 2026.
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FY2025 · Filed Jun 11, 2026
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ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
(a) Documents filed as part of this Annual Report:
| (1) | Consolidated Financial Statements |
| The consolidated financial statements and notes are included herein under “Part II”-”Item 8. Financial Statements and Supplementary Data”. | |
|---|---|
| Page | |
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Consolidated Balance Sheets | F-4 |
| Consolidated Statements of Operations | F-5 |
| Consolidated Statements of Stockholders’ Deficit | F-6 |
| Consolidated Statements of Cash Flows | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
| (2) | Consolidated Financial Statement Schedules |
All schedules are omitted because they are inapplicable or not required or the required information is shown in the consolidated financial statements or notes thereto.
| (3) | Exhibits required by Item 601 of Regulation S-K |
| Exhibit · Filed/ Furnished · Incorporated By Reference | |||||
|---|---|---|---|---|---|
| Number · Description of Exhibit · Herewith · Form · Exhibit · Filing Date · File Number | |||||
| 3.1 | Articles of Incorporation as amended and restated | 8-K | 3.1 | 2/3/2025 | 000-56012 |
| 3.2 | Certificate of Amendment to Articles of Incorporation of ONAR Holding Corporation, dated September 29, 2025. | 8-K | 3.1 | 10/03/2025 | 000-56012 |
| 3.3 | Amended and Restated Bylaws | 10-K | 3.6 | 4/15/2025 | 000-56012 |
| 3.4 | Certificate of Designation of Series A Preferred Stock | 8-K | 3.1 | 6/17/2021 | 000-56012 |
| 3.5 | Certificate of Designation of Series B Preferred Stock | 8-K/A | 4.1 | 7/31/2024 | 000-56012 |
| 3.6 | Certificate of Designation of Series C Preferred Stock | 8-K/A | 4.2 | 7/31/2024 | 000-56012 |
| 3.7 | Certificate of Designation of Series D Preferred Stock | 8-K/A | 4.3 | 7/31/2024 | 000-56012 |
| 3.8 | Designations of Series E Preferred Stock | 8-K | 4.1 | 06/12/2025 | 000-56012 |
| 4.1 | Description of Securities of the Registrant | 10-K | 4.1 | 4/15/2025 | 000-56012 |
| 10.1 | 351 Contribution Agreement between the Company and the members of HLDCO, LLC | 8-K/A | 10.1 | 7/31/2024 | 000-56012 |
| 10.2† | ONAR Holding Corporation 2025 Omnibus Incentive Plan | 8-K | 10.1 | 2/12/2025 | 000-56012 |
| 10.3† | Employment Agreement dated as of December 1, 2024 by and between the Company and Tricia Kaelin | 10-K | 10.3 | 4/15/2025 | 000-56012 |
| 10.4† | Employment Agreement dated as of September 27, 2024 by and between the Company and Claude Zdanow | 10-K | 10.4 | 4/15/2025 | 000-56012 |
| 10.5 | Form of Subscription Agreement | 8-K | 10.1 | 06/12/2025 | 000-56012 |
| 10.6 | Securities Purchase Agreement by and among Storia Agency, LLC, Juice Labs LLC and the sellers listed on Schedule 1 thereto, dated as of September 15, 2025 | 10-K | 10.1 | 09/19/2025 | 000-56012 |
| 10.7 | Asset Purchase Agreement, dated December 31, 2025, by and among ONAR Holding Corporation. and VMED Consulting, Inc. | 8-K | 10.1 | 01/07/2026 | 000-56012 |
| 14.1* · Code of Ethics and Code of Conduct · ☒ | ||||||
|---|---|---|---|---|---|---|
| 19.1 | ONAR Holding Corporation Insider Trading Policy | 10-K | 19.1 | 04/15/2025 | 000-56012 | |
| 21.1* | Subsidiaries | ☒ | ||||
| 23.1* | Consent of WWC, P.C. | ☒ | ||||
| 31.1** | Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act | ☒ | ||||
| 32.1** | Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | ☒ | ||||
| 97.1* | Clawback Policy | ☒ | ||||
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ☒ | ||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | ☒ | ||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | ☒ | ||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | ☒ | ||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | ☒ | ||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | ☒ | ||||
| 104* | XBRL for the cover page of this Annual Report on Form 10-K included in the Exhibit 101 Inline XBRL Document Set | ☒ | ||||
- Filed herewith.
** Furnished Herewith.
† Exhibit constitutes a management contract or compensatory plan or agreement.
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