Onar Holding Corp

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. Except as disclosed below, we are not currently involved in any legal proceedings that we believe could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations.

Prior litigation and other matters which have since been settled, are described in, and incorporated by reference in, this “Item 3. Legal Proceedings” of this Annual Report on Form 10-K from, “Part II” - “Item 8. Financial Statements and Supplementary Data” in the Notes to Consolidated Financial Statements in “Note 6. Commitments and Contingencies”.

The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

Feinberg Personal Trust v. ONAR, LLC

On November 7, 2025, Jeffrey L. Feinberg Personal Trust (“Feinberg”) filed a complaint against ONAR, LLC in the Superior Court of the State of Delaware, Case No. N25C-11-060 SPL. The complaint alleges breach of contract and unjust enrichment related to a Senior Secured Promissory Note originally issued by Integrum Group, LLC (the Company’s predecessor entity) dated March 18, 2024, in the principal amount of $1,500,000 (the “Note”). Feinberg alleges that the Note matured on March 18, 2025, and that the amounts due thereunder have not been repaid.

The Company has retained counsel and filed its Answer and Affirmative Defenses, vigorously denying the claims asserted and raising multiple affirmative defenses. Among other defenses, the Company has asserted that Feinberg failed to provide required notice of an Event of Default under the Note, that Feinberg frustrated the Company’s ability to comply with the terms of the Note by making disparaging and defamatory statements about the Company and its Chief Executive Officer to current and prospective investors, and that Feinberg is estopped from claiming the relief sought based on prior representations regarding the rollover of debt to equity in connection with the Company’s going-public transaction. The Company has also asserted that it previously issued shares of common stock to Feinberg pursuant to the Note’s terms and that Feinberg accepted and continues to hold such shares. The Company intends to vigorously defend itself against this action.

Prior to the filing of the complaint, in October 2025, the Company, through counsel at Winston & Strawn LLP, sent a cease-and-desist letter to Feinberg’s counsel demanding that Feinberg immediately cease making false and defamatory statements about the Company and its officers to other shareholders and investors. The Company reserves its rights to pursue all available counterclaims and remedies in connection with this matter.

The litigation is in its early stages and discovery has not yet commenced. At this time, management does not believe the ultimate resolution of this matter will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

Payroll Tax Liabilities

For the year ended December 31, 2023, the Company did not remit federal income tax, social security, Medicare or local and state income taxes which were withheld from the Company’s employees’ payroll. The Company has estimated and accrued fines and penalties associated with the amounts which have not been remitted and includes this amount in accrued expenses in the accompanying consolidated balance sheets. As of December 31, 2025 and 2024, the balance due was $646,113 and $516,807, respectively.

The Company’s tax representatives are engaged in active discussions with the relevant taxing authorities to resolve this matter and negotiate a structured payment plan arrangement. As of the date of this filing, no enforcement action has been initiated by any taxing authority in connection with these liabilities. Management believes it is possible that a portion of the accrued penalties and interest may be abated or forgiven through the negotiation process, consistent with established IRS and state tax authority relief programs available to qualifying taxpayers. The Company continues to work diligently toward a resolution and expects to finalize a payment arrangement during 2026.