Onar Holding Corp

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below as well as the other information in this filing before deciding to invest in our company. Any of the risk factors described below could adversely affect our business, operating results, financial condition and the trading price of our common stock. The risks and uncertainties described below may not be the only risks we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.

Risks Related to Our Business Operations

The financial statements included in this annual report on Form 10-K have been prepared assuming we will continue as a going concern. We have incurred losses since the completion of the reverse merger, have negative working capital and have not generated positive cash flows from operations since the completion of the reverse merger. We generated a loss of $9,276,897 for the period ended December 31, 2025 and have a working capital deficiency of approximately $9.4 million. These matters, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to continue in existence is dependent on our ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plans with respect to operations include aggressive marketing and raising additional capital through sales of equity or debt securities as may be necessary to pursue our business plans and sustain operations until such time as we can achieve profitability. There can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. Any such inability to continue as a going concern may result in our stockholders losing their entire investment.

Our revenues are highly susceptible to declines as a result of unfavorable economic conditions.

Advertising, marketing and communications expenditures are sensitive to global, national and regional macroeconomic conditions, including inflationary pressures, currency fluctuations, geopolitical uncertainty and elevated interest rates, as well as specific industry conditions. Unfavorable economic conditions have in the past and could in the future materially reduce our revenue and negatively impact our operating results. Clients may reduce, postpone, or cancel spending with us if they experience an economic downturn, which could adversely affect our business.

Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions.

Our revenue and profitability depend on the demand for our services and favorable margins, which have been and may continue to be negatively affected by numerous factors, many of which are beyond our control. To increase our revenue and sustain profitability, we must maintain and expand our existing client relationships and attract new clients. There can be no assurance that we will be able to achieve these objectives.

Our business could be adversely affected if we fail to retain our existing clients.

Our clients may terminate or reduce the scope of their relationships with us on short notice. Our ability to attract and retain clients is an important aspect of our competitiveness, and client loss could have a material adverse effect on our business, results of operations and financial condition.

We face significant competition.

The advertising and marketing services business is highly competitive and constantly changing. We compete on the basis of the quality of our work, our ability to protect confidential client information, our technology capabilities, and our pricing. Our competitors include large global holding companies, mid-sized agencies, boutique firms, technology companies, and in-house marketing teams. If we are unable to compete successfully, we could lose market share and clients to competitors.

We are making investments in new product offerings and technologies, including AI, that are inherently risky.

We have made and continue to make significant investments in AI, data analytics, and marketing technology through ONAR Labs, including the Retina AI platform and the broader ONAR Labs technology stack. There can be no assurance that client demand for these products will exist or be sustained at the levels we anticipate, or that these initiatives will generate sufficient revenue to justify our investment. Additionally, these investments may place demands on management and internal resources, and may involve significant upfront capital expenditures before generating meaningful revenue.

We are subject to risks related to our use of AI, including generative AI.

We are building AI features into our offerings and are investing in expanding our AI capabilities through ONAR Labs. The use of AI and generative AI involves significant technical complexity. Any disruption or failure in our AI offerings could result in delays or errors, which could damage our reputation and adversely affect our business. The AI regulatory landscape is evolving, and new regulations may increase our compliance costs or restrict our ability to use AI technologies in ways that are integral to our business strategy.

We are impacted by seasonal fluctuations in marketing, research, communications and advertising activity.

Our revenue, cash flow, operating results and other key operating and performance metrics vary from quarter to quarter due to the seasonal nature of our clients’ spending on the services we provide. Historically, client spending tends to be higher in the fourth quarter and lower in the first quarter. These seasonal fluctuations could cause our results to vary from the expectations of securities analysts and investors, which could adversely affect the price of our common stock.

We expect to enter into strategic transactions in the future that may result in material changes in our operations.

Our business strategy relies on our ability to identify, complete, and successfully integrate strategic acquisitions. We completed the Juice Labs LLC acquisition and Retina AI acquisition in September 2025, and we expect to continue pursuing additional transactions. Any future transaction may result in a change in our business focus and may involve risks including the failure to achieve anticipated synergies, difficulty integrating acquired operations, and potential unknown liabilities.

We are a company with a limited operating history in our current form.

ONAR, LLC was initially formed in July 2021, and the Company completed its reverse merger in July 2024. Our strategy revolves around the acquisition of multiple operating businesses, and we have a limited track record of operating as a consolidated public company. You should consider and evaluate our operating prospects in light of the risks and uncertainties frequently encountered by companies in the early stages of development.

We will require additional financing in order to execute our business strategy.

We had negative working capital as of December 31, 2025, as a result of costs associated with acquisitions and investments in growing the business. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we anticipate the need for additional funding to meet our planned operating activities over the next 12 months. These conditions raise substantial doubt about our ability to continue as a going concern. We may not be able to borrow or raise additional capital in the future to meet our needs, which might result in the value of our common stock decreasing. We are actively pursuing refinancing of near-term debt maturities, raising additional equity or debt capital, and driving revenue growth to address our liquidity needs.

We face risks associated with integrating acquired businesses.

Our growth strategy depends on our ability to successfully integrate acquired businesses, including Juice Labs LLC and Retina AI. The integration of acquired businesses involves significant challenges, including: the difficulty of integrating acquired products, services or operations; the potential disruption of ongoing businesses; difficulties in maintaining uniform standards, controls, procedures and policies; the potential impairment of relationships with employees and clients; and potential unknown liabilities associated with acquired businesses. Our inability to successfully integrate acquisitions could have a material adverse effect on our business.

The security of our computer systems may be breached.

The use of our products involves the storage, transmission and processing of our clients’ data. Individuals or entities may attempt to penetrate our computer systems. If successful, they could compromise confidential client data. Any actual or perceived breach of data security could adversely affect our reputation, client relationships, and business.

We face legal, reputational and financial risks from any failure to protect client data from security incidents or cyberattacks.

We and our third-party service providers rely on information technology infrastructure. As the breadth and complexity of this infrastructure grows, the potential risk of security breaches and cyberattacks increases. We are subject to extensive data privacy laws and regulations, and any failure to comply could result in significant fines and damage to our reputation.

We rely on our management and key personnel.

We are dependent upon the personal efforts and abilities of our management, including Claude Zdanow (Chief Executive Officer and Chief Financial Officer), Chris Becker (President), and other key members of our management team and subsidiary leadership. The loss of any key personnel could have a material adverse effect on our business. We do not currently maintain key person life insurance policies on our executive officers.

Our business is dependent on our ability to keep our supply of skills and resources in balance with client demand.

Employees, including creative, technology, data science, media, and account specialists, and their skills and relationships with clients, are among our most important assets. Our ability to serve our clients and grow our business depends on our ability to attract, develop, and retain talented people. Competition for qualified personnel is intense, and we may not be able to attract and retain the skilled employees we need.

Our operating results may fluctuate due to factors that are difficult to forecast and not within our control.

Our past operating results may not be accurate indicators of future performance. Our operating results have fluctuated in the past and could fluctuate in the future due to factors including our ability to manage working capital, generate demand in targeted markets, satisfy client demands cost-effectively, and adjust costs for changes in demand.

Our Chief Executive Officer controls a majority of our voting securities.

Our Chief Executive Officer, Claude Zdanow, beneficially owns a significant percentage of the issued and outstanding shares of our common stock and also holds all 1,000 outstanding shares of Series A Preferred Stock, which carry super-majority voting rights. As a result, Mr. Zdanow has the ability to influence matters affecting stockholders, including the election of directors and the approval of significant corporate transactions. While the Company expanded its Board during 2025 with the addition of independent directors, Mr. Zdanow’s voting control remains significant and could discourage potential acquisition proposals and delay or prevent a change of control. In addition, on August 31, 2025, Mr. Zdanow began serving as the principal financial officer of the Company as well.

We have in the past and may in the future identify material weaknesses in our internal controls over financial reporting.

If we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. If we cannot assert that our internal controls over financial reporting are effective, or if our independent registered public accounting firm were to report a material weakness, we could lose investor confidence in the accuracy and completeness of our financial statements, which could materially adversely affect our business. Our internal controls may not prevent or detect misstatements due to inherent limitations, and even effective controls provide only reasonable assurance regarding the preparation and fair presentation of our financial statements. Failure to maintain adequate internal controls, implement required new or improved controls, or difficulties in their implementation could harm our business and operating results and prevent us from meeting our financial reporting obligations.

We identified material weaknesses in our internal control over financial reporting as of December 31, 2025. In particular, we failed to maintain (i) an effective control environment due to limited accounting personnel and insufficient segregation of duties across key financial reporting processes and (ii) effective controls over our financial reporting process, including controls over the preparation and review of financial statements, technical accounting analyses, reconciliations, and SEC reporting disclosures. For further discussion of the material weaknesses identified, see Part II, Item 9A, “Controls and Procedures.”

Risks Related to Our Common Stock

We have no committed source of financing. Wherever possible, our Board will attempt to use non-cash consideration to satisfy obligations. Our Board may issue shares of common stock to settle debts, fund operations, and compensate employees or consultants. These issuances would dilute the ownership interests of existing stockholders and may reduce the value of previously issued shares.

There is currently a limited public market for our common stock, which is volatile, sporadic and illiquid.

Although our common stock trades on the OTCQB Market maintained by OTC Markets, to date only a limited number of shares have been regularly traded. There can be no assurance that a more active trading market will develop. Even if a more significant trading market develops, we cannot predict how liquid that market might become. Factors such as quarterly variations in results, competitive announcements, commencement of litigation, and general market conditions could cause wide fluctuations in the trading price of our common stock.

We have not paid any cash dividends and have no plans to issue cash dividends in the future.

We have not paid any cash dividends on our common stock to date and do not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that all earnings, if any, will be retained to finance our operations.

Our common stock is considered a penny stock under SEC rules.

Our common stock is a penny stock under applicable SEC rules. Unless we maintain a per-share price above $5.00 or obtain a listing on a national securities exchange, transactions in our common stock are subject to additional requirements that may reduce the level of trading activity and make it more difficult for investors to sell their shares.

There may not be sufficient liquidity in the market for our securities.

The market price of our common stock has been, and is likely to continue to be, highly volatile. There have been, and may be, periods of minimal or nonexistent trading activity in our shares. Investors who purchase our common stock may have difficulty selling their shares at a price that is attractive or at all.

Risks Related to Our Governing Documents and Nevada Law

Our Articles of Incorporation and Bylaws limit the liability of, and provide indemnification for, our officers and directors.

Our Articles of Incorporation and Bylaws, as amended, generally limit our officers’ and directors’ personal liability to the Company and its stockholders for breach of fiduciary duty except for certain specified matters. These provisions could result in substantial expenditures by the Company and may discourage lawsuits against directors and officers.

Anti-takeover provisions in our governing documents and Nevada law might discourage, delay or prevent a change in control.

Our Articles of Incorporation, Bylaws, and Nevada law contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. Any provision that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares.

We incur ongoing costs and expenses for SEC reporting and compliance.

In order for us to remain in compliance with our reporting requirements, we may require additional capital and/or future revenues to cover the cost of these filings. If we are unable to meet these costs through our operations, we may not be able to remain in compliance, which could adversely affect investors’ ability to resell their shares.

We maintain insurance that we believe is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Any loss incurred could have a material adverse effect on our business.