Onar Holding Corp
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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.
Jun 30, 2026 · Filed Aug 14, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-07-13.
0001477932-26-004268
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001477932-26-005103
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 55 previous paragraphs and 58 current paragraphs.
36 unchanged; 14 reworded; 8 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 5 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 (8)
Current report
That focus is showing up in the Company’s results. Revenue for the three months ended June 30, 2026 more than doubled year-over-year, revenue for the six-month period grew 72%, and deferred revenue, amounts contracted and collected for services to be delivered in future periods, roughly tripled from year-end, reflecting the network’s shift toward recurring, technology-enabled client engagements. Subsequent to quarter-end, ONAR Labs began billing its first technology-subscription clients for its Cortex analytics platform, and Scale Partners onboarded new clients and added a dedicated growth lead.
Current report
Highlights: The three months ended June 30, 2026 reflected a 123% year-over-year increase in total revenue, and revenue for the six months ended June 30, 2026 increased 72% year-over-year, driven by the first full six months of JUICE and growth in recurring subscription arrangements; deferred revenue roughly tripled from year-end to $405,014. The Company returned to positive gross profit in both the quarter and the six-month period, compared to gross losses in the prior-year periods. Loss from operations narrowed 72% for the quarter and 70% for the six-month period. Total costs, cost of revenues together with operating expenses, declined 9% for the quarter and 17% for the six-month period even as revenue grew 72%, and net cash used in operating activities improved 63% to $378,813; the Company’s total cash balance declined by only $54,471 during the half. Subsequent to quarter-end, the Company resolved both of its outstanding disputes through settlements that placed approximately $2.1 million of obligations onto multi-year scheduled payments at little or no incremental cost.
Current report
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Current report
We had cost of revenues of $1,004,796 for the three months ended June 30, 2026, compared to cost of revenues of $585,361 for the three months ended June 30, 2025, an increase of $419,435 or 72% from the prior period. This change is primarily due to the growth in revenue described above and a shift in revenue mix toward performance media engagements, which carry a higher proportion of pass-through media costs. Cost of revenues grew more slowly than revenue, and the Company generated gross profit of $43,014 for the three months ended June 30, 2026, compared to a gross loss of $116,315 for the three months ended June 30, 2025. For the six months ended June 30, 2026, gross profit was $99,253, compared to a gross loss of $21,659 for the six months ended June 30, 2025.
Current report
We had operating expenses of $318,837 for the three months ended June 30, 2026, compared to operating expenses of $865,499 for the three months ended June 30, 2025, a decrease of $546,662 or 63%. For the six months ended June 30, 2026, operating expenses were $700,719, compared to $1,977,381 for the prior-year period, a decrease of 65%, reflecting integration synergies from uniting the Storia and JUICE operations, lower non-cash stock-based compensation, and disciplined cost management. As a result, loss from operations improved 72% for the quarter and 70% for the six-month period. Combined cost of revenues and total operating expenses declined 9% for the quarter and 17% for the six-month period, even as revenue more than doubled.
Current report
We had a net loss of $1,123,489 for the three months ended June 30, 2026, compared to a net loss of $1,406,023 for the three months ended June 30, 2025, an improvement of $282,534, or approximately 20%, as the 72% improvement in loss from operations absorbed the increase in largely non-cash interest expense described above. For the six months ended June 30, 2026, we had a net loss of $2,251,555, compared to $2,693,525 for the six months ended June 30, 2025, an improvement of $441,970 or approximately 16%.
Current report
For the Six Months Ended June 30, 2026, compared to the Six Months Ended June 30, 2025: revenue increased $865,334, or 72%, to $2,068,895, driven by the factors described above.
Current report
We used $378,813 of net cash in operating activities from continuing operations for the six months ended June 30, 2026, as compared to $1,024,544 of net cash used in operating activities from continuing operations for the six months ended June 30, 2025, an improvement of approximately 64% that reflects the revenue growth and expense reductions described above.
Removed paragraphs (5)
Previous report
***Highlights:***The three months ended March 31, 2026 reflected a 39% year-over-year increase in total revenue, driven primarily by the inclusion of agencies acquired during 2025. Operating expenses declined year-over-year, while interest expense increased in connection with borrowings used to fund operations and acquisitions. We continue to prioritize cost discipline and strategic growth initiatives to improve profitability.
Previous report
We had cost of revenues of $964,846 for the three months ended March 31, 2026, compared to cost of revenues of $639,859 for the three months ended March 31, 2025, an increase of $324,987 or 51% from the prior period. This change is primarily due to the mix of revenue from acquired agencies and increased labor costs.
Previous report
We had operating expenses of $381,882 for the three months ended March 31, 2026, compared to operating expenses of $1,111,882 for the three months ended March 31, 2025, representing a decrease of $730,000 or 66%. This decrease was primarily related to lower stock-based compensation, professional fees, and compliance costs incurred in the prior-year period.
Previous report
We had a net loss of $1,128,066 for the three months ended March 31, 2026, compared to a net loss of $1,287,502 for the three months ended March 31, 2025, a decrease of $159,436 or approximately 12%.
Previous report
We used $205,094 of net cash in operating activities from continuing operations for the three months ended March 31, 2026, as compared to $344,264 of net cash used in operating activities from continuing operations for the three months ended March 31, 2025. Net cash used in operating activities in both periods was mainly due to our net loss for the period, offset by non-cash charges including amortization of debt discount, depreciation and amortization, and shares issued for services.
Reworded paragraphs (14)
Previous wording
This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on June 11, 2026 (the “Annual Report”).
Current wording
This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s 2025 Annual Report.
Previous wording
We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us athttp://www.sec.gov (our filings can be found athttps://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001682265). Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. Our website address is https://www.onar.com. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.
Current wording
We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us atwww.sec.gov. Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. Our website address is www.onar.com. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.
Previous 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.
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 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 $178,550 in current assets and $10.6 million in current liabilities, resulting in a working capital deficit of approximately $10.4 million. Current liabilities include approximately $5.7 million of notes and other borrowings due within twelve months.
Current wording
We ended the quarter with $195,457 in current assets and $11.7 million in current liabilities, resulting in a working capital deficit of approximately $11.5 million. Current liabilities include approximately $6.0 million of notes and other borrowings due within twelve months.
Previous wording
The integration of Juice Labs is delivering measurable operating leverage. Net cash used in operating activities declined approximately 40% year over year, to approximately $205,000 for the three months ended March 31, 2026, and the Company received approximately $211,000 from financing activities in the period. While the Company does not currently have additional committed sources of capital, management believes that the completion of the potential refinancing will materially enhance the Company’s financial flexibility.
Current wording
The integration of Juice Labs is delivering measurable operating leverage. Net cash used in operating activities from continuing operations was $378,813 for the six months ended June 30, 2026, compared to $1,024,544 for the six months ended June 30, 2025, and the Company generated approximately $492,414 of net cash from financing activities in the period. While the Company does not currently have additional committed sources of capital, management believes that the completion of the potential refinancing will materially enhance the Company’s financial flexibility.
Previous wording
We had revenue of $1,021,085 for the three months ended March 31, 2026, compared to revenue of $734,515 for the three months ended March 31, 2025, an increase of $286,570 or 39% from the prior period. The increase in revenues was primarily due to the inclusion of agencies acquired during 2025 and changes in the customer base and timing of revenue streams.
Current wording
We had revenue of $1,047,810 for the three months ended June 30, 2026, compared to revenue of $469,046 for the three months ended June 30, 2025, an increase of $578,764 or 123% from the prior period. The increase in revenues was primarily due to the inclusion of JUICE, which was acquired in September 2025 and therefore did not contribute to the prior-year period, together with growth in recurring subscription arrangements and performance marketing engagements.
Previous wording
We had interest expense of $802,502 for the three months ended March 31, 2026, compared to interest expense of $192,864 for the three months ended March 31, 2025, an increase of $609,638, due to interest costs and amortization of debt discount in connection with new borrowings during 2025 and 2026 to fund operations and acquisitions as described in greater detail under “Liquidity and Capital Resources” below.
Current wording
We had interest expense of $831,797 for the three months ended June 30, 2026, compared to interest expense of $174,676 for the three months ended June 30, 2025, an increase of $657,121, due to interest costs and amortization of debt discount in connection with borrowings during 2025 and 2026 to fund operations and acquisitions as described in greater detail under “Liquidity and Capital Resources” below. Reducing the Company’s cost of capital is management’s top capital-structure priority, and the settlements and note amendment executed subsequent to quarter-end place a substantial portion of these obligations on fixed multi-year schedules. Of the $1,634,299 of interest expense for the six-month period, $371,775 represented non-cash amortization of debt discounts.
Previous wording
We had no change in the fair value of our investments for the three months ended March 31, 2026, compared to a loss of $182,151 for the three months ended March 31, 2025. The prior-period change was the result of the liquidation of our investments coupled with changes in the underlying market for these securities.
Current wording
We had no change in the fair value of our investments for the three months ended June 30, 2026, compared to a loss of $64,653 for the three months ended June 30, 2025. The prior-period change was the result of the liquidation of our investments coupled with changes in the underlying market for these securities.
Previous wording
We had income from discontinued operations of $-0- for the three months ended March 31, 2026, compared to $67,300 for the three months ended March 31, 2025, reflecting the Company’s exit from its legacy pool construction business during December 2025 (see Note 3 to the condensed consolidated financial statements).
Current wording
We had no income or loss from discontinued operations for the three and six months ended June 30, 2026, compared to losses from discontinued operations of $186,149 and $118,849 for the three and six months ended June 30, 2025, respectively, reflecting the Company’s exit from its legacy pool construction business during December 2025 (see Note 3 to the condensed consolidated financial statements).
Previous wording
We had total assets of $4.0 million as of March 31, 2026, consisting of total current assets of $178,550, which included cash of $11,213 and accounts receivable, net, of $55,614.
Current wording
We had total assets of $4.0 million as of June 30, 2026, consisting of total current assets of $195,457, which included cash of $39,949 and accounts receivable, net, of $48,432.
Previous wording
We had total and current liabilities of $10.6 million as of March 31, 2026, including accounts payable of $1,577,569, accrued expenses and other liabilities of $3,141,300, deferred revenue of $240,915, and notes payable, notes payable — related party, and convertible notes payable maturing within one year of approximately $5.7 million, net of associated debt discounts.
Current wording
We had total and current liabilities of $11.7 million as of June 30, 2026, including accounts payable of $1,651,690, accrued expenses and other liabilities of $3,644,213, deferred revenue of $405,014 (which represents contracted amounts collected for services to be delivered and recognized as revenue in future periods, and which roughly tripled from year-end), and notes payable, notes payable, related party, and convertible notes payable maturing within one year of approximately $6.0 million, net of associated debt discounts.
Previous wording
We had a working capital deficit of $10.4 million as of March 31, 2026, compared to a working capital deficit of $9.4 million as of December 31, 2025.
Current wording
We had a working capital deficit of $11.5 million as of June 30, 2026, compared to a working capital deficit of $9.4 million as of December 31, 2025. Subsequent to quarter-end, the Settlement Agreement and the lender settlement described in Note 7 placed approximately $2.1 million of these obligations on payment schedules extending into 2030, which management expects to reduce near-term demands on liquidity.
Previous wording
We used $88,850 of net cash in investing activities from continuing operations for the three months ended March 31, 2026, consisting of advances to a related party of $99,416, partially offset by $10,566 of net cash received in connection with the disposal of certain property and equipment. Investing activities from continuing operations provided $143,897 of net cash for the three months ended March 31, 2025.
Current wording
We used $168,072 of net cash in investing activities from continuing operations for the six months ended June 30, 2026, consisting of advances to a related party. Investing activities from continuing operations provided no net cash for the six months ended June 30, 2025.
Previous wording
We generated $210,737 of net cash from financing activities from continuing operations for the three months ended March 31, 2026, primarily driven by proceeds from convertible notes payable of $727,200, offset by payments on convertible notes payable of $491,463 and repayments of notes payable, related party, of $25,000. We generated $334,883 of net cash from financing activities from continuing operations for the three months ended March 31, 2025, driven primarily by proceeds from convertible notes payable of $385,000.
Current wording
We generated $492,414 of net cash from financing activities from continuing operations for the six months ended June 30, 2026, driven by proceeds from notes payable, including the $100,000 secured demand note issued in April 2026 and the $53,700 promissory note issued in June 2026, offset by payments on convertible notes payable and repayments of notes payable, related party. We generated $950,754 of net cash from financing activities from continuing operations for the six months ended June 30, 2025. During the period, the Company repaid $299,738 of notes payable and convertible notes payable, approximately $0.38 for every dollar of new financing proceeds, consistent with management’s focus on reducing short-term obligations.