Miami, FL, July 16, 2026 (GLOBE NEWSWIRE) -- ONAR Holding Corporation (OTC PINK: ONAR) (“ONAR” or the “Company”), an AI-powered marketing platform, today issued the following letter to stockholders from Chief Executive Officer Claude Zdanow.

Dear Valued Shareholders,

Let me start with the thesis, because everything else in this letter follows from it.

The holding company model does not work for the middle market. The big networks were built to serve the Fortune 100, and their economics only make sense at that scale. Everybody else gets the leftovers: a junior team, recycled strategy, and a rate card designed for someone else’s budget. That is most of the market, and it is where most of the growth actually is.

Our bet is that AI collapses the cost of doing that work properly. Not by firing people, which is where most of our industry seems to have landed, but by giving good people leverage they have never had. We buy strong agencies, we put our own technology inside them, and the same team serves more clients without us adding headcount at the same pace.

That is no longer a slide in a deck. It is showing up in the P&L.

The quarter

In the first quarter of 2026, revenue grew 39% year over year. Our loss from operations improved 68%. And we used 40% less cash running the business than we did a year ago. For fiscal year 2025, revenue grew 63% and gross profit turned positive. The dollar figures are all in our filings, and I would encourage you to go read them.

We are not where we need to be. But you do not get numbers like those out of cost cuts. You get them out of a model that has started to work.

Being late, and owning it

Our Form 10-K went out later than any of us wanted and I take responsibility for it. We were integrating several acquisitions at once while building the finance function that a multi-subsidiary public company actually requires, and we did not build it fast enough. It was not a reflection of the health of the business. We have since strengthened that function, added people, and fixed our close and audit process so that we do not repeat it. With our first quarter Form 10-Q now on file, we are current in our reporting obligations with the SEC.

We were also quiet for several months, and that was deliberate. We were working through a decision that shapes everything else: whether to take ONAR private, or stay public and go after something much bigger. It was not a decision I wanted to rush, and it was certainly not one to narrate in real time. It is made now, and the rest of this letter is what came out of it.

What we have actually built

Everything we have built lives inside ONAR Labs, our technology division. Three of them matter here.

ONAR AI is the platform that runs the company. It is our marketing intelligence layer, and it sits across every agency we own, giving our teams the efficiency I keep coming back to. It is why the same people can take on more clients without us hiring at the same pace, and it is a big reason our loss from operations improved 68% while revenue grew. Here is the part that matters most for how we grow: ONAR AI can be implanted into any agency we acquire. When we buy a business, we do not only add its revenue, we drop our technology into it and lift how the whole thing runs. That is what makes the acquisition model compound rather than just add up.

Retina AI is a predictive customer intelligence engine. In plain terms, it tells you what a customer is going to be worth before you spend the money to acquire them. Most marketing budgets in this industry are still allocated on cost per click, which optimizes for the cheapest customer rather than the most valuable one. Retina inverts that. It scores lifetime value up front, so media spend goes toward the customers who will actually be worth having. That is the difference between buying traffic and buying customers, and our clients feel it in their margins.

Cortex is our sales attribution platform. It answers the oldest, hardest question in marketing: which spend actually drove a sale. Cortex measures that across both offline and online channels, and the offline half is the hard half, because most tools can follow a click but go dark the moment a customer walks into a store or picks up the phone. It lays the answer out in a way a client can actually read, instead of a dashboard nobody opens.

Cortex is now a product

Here is the development I am most excited about, and the one I think is most easily missed.

We have begun commercializing Cortex, starting with the offline sales attribution piece. It is no longer only something we use to measure our own clients’ marketing; we are selling it to others, and it has started to generate revenue. It is early and the amounts are small, and I will not pretend otherwise. But a marketing services company that also earns technology revenue is a fundamentally different business than the one we started with, and it is the business we intend to become.

What is ahead

I am going to keep the specifics close, because these are live processes and several of them involve counterparties and definitive agreements that are not yet signed.

First, we have signed a non-binding letter of intent for a potentially transformative acquisition, which remains subject to the execution of definitive documentation. It is significantly larger than anything we have done before. It is profitable, and it fits what we have been building.

Second, we have signed a term sheet for a proposed $15 million financing to fund the business going forward. A term sheet is not a definitive agreement. The financing remains subject to the negotiation and execution of definitive documentation, completion of due diligence, and customary closing conditions, and there is no assurance that it will be completed on these terms or at all.

Third, we are in active discussions with our lenders and investors regarding the conversion of a portion of our outstanding debt into equity, which would align our long-term partners directly with you.

Fourth, we have made the decision to pursue an uplisting to the Nasdaq Stock Market. A national exchange listing can bring added credibility, broader access to investors, and greater visibility as we continue to scale.

Taken together, the proposed financing and the potential debt conversion are directed at one objective: a stronger balance sheet. If both are completed on the terms we are pursuing, we would expect to enter the second half of the year with more capital to invest in the business and less debt to service. I want to be equally direct that neither is in final form today, and both remain subject to the conditions I describe below.

Clear-eyed

A non-binding letter of intent is not a closed deal, and a term sheet is not a financing. Both require definitive documentation. A Nasdaq listing depends on meeting Nasdaq’s requirements and receiving approval. None of these are promises, and some of them may not happen. What I can tell you is that they are real priorities, they are in motion, and we will report on each one as it moves from plan to fact.

And you have my word on the communication itself. We were quiet for too long, and I do not intend to repeat it. You can expect to hear from us on a regular basis going forward, in our filings and directly, whether the news is easy or hard.

If you have held this stock through the quiet stretch, thank you. I know it has not always been easy, and I have felt the weight of that every day. The trend has turned, the technology is doing what we said it would, and the opportunity in front of us is the largest this company has ever had. There is a great deal of work ahead, and we are just getting started.

Sincerely,

Claude Zdanow
Chief Executive Officer
ONAR Holding Corporation

For complete financial statements, related notes and risk factors, including all reported dollar figures, please refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, each filed with the SEC and available at www.sec.gov.

About ONAR Holding Corporation

ONAR Holding Corporation (OTC PINK: ONAR) is an AI-powered marketing platform. ONAR owns and operates a group of specialist marketing agencies serving middle-market and growth-stage brands across performance marketing, creative, and commerce. Its technology division, ONAR Labs, develops and houses the Company’s proprietary technology, including ONAR AI, a marketing intelligence platform deployed across the Company’s agencies to improve productivity; Retina AI, a predictive customer intelligence platform; and Cortex, an offline and online sales attribution platform. ONAR continues to expand the platform through disciplined acquisitions, including JUICE and Scale Partner. Learn more at www.onar.com.

Forward-Looking Statements

This letter contains statements that the Company believes to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding the Company’s future financial condition, results of operations, business operations and business prospects, the commercialization of the Company’s technology and any revenue derived from it, and any statements regarding a potential acquisition, a proposed financing, a potential conversion of outstanding debt into equity, an upgrade to a higher OTC Markets market tier, or an exchange uplisting, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe,” and similar words and expressions are intended to identify forward-looking statements. These statements reflect the Company’s current expectations, are not guarantees of future performance, and involve known and unknown risks and uncertainties, including the non-binding nature of letters of intent and term sheets, the requirement to negotiate and execute definitive documentation, the satisfaction of due diligence and customary closing conditions, the early stage of the Company’s technology commercialization efforts, the substantial doubt about the Company’s ability to continue as a going concern described in its SEC filings, the Company’s working capital deficit, the need for additional financing, the requirements and approvals necessary for a national exchange listing, integration risks, market conditions, competition, and regulatory changes, any of which could cause actual results to differ materially. Detailed risk factors are included in the Company’s filings with the SEC, including its Annual Report on Form 10-K and its Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date hereof. The Company assumes no obligation to update these statements except as required by law.

Media and Investor Contact

ONAR Holding Corporation
Investor Relations
IR@onar.com
(213) 437-3081
www.onar.com