Berliner Tageszeitung - ONAR Advances Nasdaq Listing Preparation Following Advertise Purple Acquisition and Financing

ONAR Holding Corporation (OTCID: ONAR) is entering a new phase in its expansion strategy, combining its largest acquisition with financing and a senior finance appointment focused on Nasdaq listing preparation. The company’s September 29 and September 30 announcements established the funding framework and completed the Advertise

Purple transaction. Its October 6 announcement adds leadership to support financial integration and reporting at the enlarged business.

Experienced Financial Leadership for the Next Phase

ONAR appointed Kelly Anderson as interim chief financial officer, effective October 1. Her mandate includes financial integration of Advertise Purple, public-company reporting and preparation for a potential Nasdaq listing.

According to ONAR, Anderson brings more than 25 years of senior finance experience and has overseen more than 400 acquisitions. Her background includes CFO roles at T3 Motion and Mavenlink, and service as chief accounting officer at Fisker Automotive.

A certified public accountant and founder of CXO Executive Solutions, Anderson previously chaired ONAR’s Audit Committee. She stepped down from the board and committee with the executive appointment. Director Howard D. Palefsky assumes the Audit Committee chair, while Vice President of Finance James Keck continues leading daily financial operations, planning and acquisition finance.

A Larger Operating Base

ONAR completed its Advertise Purple acquisition on September 30. The acquired affiliate marketing business generated approximately $17.1 million in net revenue, $4.4 million in net income and $6.6 million in adjusted EBITDA during fiscal 2025, according to the announcement. Combined fiscal 2025 pro forma revenue was approximately $23.5 million, roughly seven times ONAR’s standalone revenue for that period.

Advertise Purple manages affiliate programs for more than 400 active brands, with no single client representing more than approximately 5% of revenue. CEO Jonathan Moisan and Chief Growth Officer Rowland Hazard remain in leadership positions. That continuity gives ONAR an established management team responsible for the client relationships and operating processes of the acquired business.

The Technology Behind the Acquisition

The acquisition also brings Bloom, Advertise Purple’s proprietary analytics and workflow platform, into ONAR Labs alongside predictive customer intelligence platform Retina AI and sales attribution platform Cortex. Bloom contains more than 111 million performance records and supports affiliate partner selection, commission optimization and program management. It serves both clients and the agency’s internal operations.

The strategic opportunity is to connect campaign activity, customer intelligence and sales measurement more closely. In practical terms, better information could help an agency choose partners, evaluate campaigns and allocate client spending. Whether those capabilities improve retention, productivity or profitability will depend on implementation and measurable results.

How the Purchase Is Structured

ONAR’s September 30 filing describes $12.825 million in cash consideration, subject to adjustments, a $7 million seller note and up to $8 million in performance-based cash earnouts. Previously paid deposits of $1.25 million count toward the cash consideration. The seller note bears 8% annual interest and matures after three years. Earnouts depend on specified gross profit thresholds across three annual measurement periods ending in September 2029.

This structure separates the initial cash payment from obligations extending beyond closing. The earnout connects part of the purchase price to future operating performance, while the seller note creates an ongoing financing obligation. Assessing the acquisition therefore requires attention to cash generation and debt service as well as revenue growth.

Financing Supports the Expansion Plan

On September 29, ONAR announced the initial closing of an up to $15 million financing with institutional investors. The securities are structured to convert into preferred equity upon completion of a Nasdaq listing at a fixed price based on a $25 million pre-money valuation. The company described an implied post-money valuation of approximately $40 million upon full funding and conversion.

A separate senior secured facility of up to $5 million brings potential new financing capacity to $20 million and uses the same valuation basis for preferred-equity conversion. Holders of approximately $6.5 million in existing notes exchanged those obligations into the new financing, retiring the exchanged notes and associated warrants. ONAR said proceeds were intended for acquisition cash consideration and working capital. Financing capacity, initial closing and full funding are distinct; the announcements should not be read as confirmation that every available dollar has been received.

The Next Milestones for Investors

The sequence shifts the focus toward execution: integrating the acquired business, completing financial reporting and advancing listing readiness. Investors can assess progress through consolidated revenue, operating cash flow, client retention, integration costs and financing obligations. Historical profitability at Advertise Purple does not automatically establish profitability for the combined company.

A Nasdaq listing remains a goal rather than an approved or completed event. Advertise Purple’s historical financial information is unaudited; adjusted EBITDA is a non-GAAP measure; and pro forma revenue is preliminary, illustrative and not guidance. ONAR’s disclosures identify increased indebtedness, working capital constraints, integration risks and substantial doubt about its ability to continue as a going concern. Subsequent reporting will help establish how the larger operating platform performs under ONAR’s ownership.

About ONAR Holding Corporation

ONAR (OTCID: ONAR), pronounced “honor,” is an AI-powered marketing platform. ONAR acquires specialist marketing agencies serving middle-market and growth-stage brands across performance marketing, creative, and commerce, and operates them as one company on shared proprietary technology designed to automate up to 70% of manual agency work. 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, Scale Partner, and Advertise Purple. Learn more at www.onar.com.

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Source article: https://financewire.com/2026/10/08/onar-advances-nasdaq-listing-preparation-following-advertise-purple-acquisition-and-financing/

S. Soerensen--BTZ