Onar Holding Corp (ONAR) Form 8-K — Sep 29, 2026
ONAR Holding entered into a Securities Purchase Agreement on September 28, 2026 for up to $15,000,000 of secured convertible notes with a 10% original issue discount and 8% interest, issuing $3,944,444.44 of notes at the initial closing for $3,550,000 in proceeds, plus Exchange Notes of $7,089,317.25 converting existing debt of $6,380,385.52. Concurrently, the company issued Senior Secured Convertible Notes of up to $5,000,000 at 12% interest maturing September 28, 2027, granted a blanket security interest in substantially all assets to collateral agent ADI Funding LLC, and issued warrants for 102,251,256 shares at $0.0482 per share with a 12-month price reset.
Key figures
- Debt Amount
- 15000000
- Interest Rate
- 8
- Maturity Date
- Eighteen months following issuance (Notes); Senior Notes mature September 28, 2027
- Warrant shares
- 102251256
- Conversion price
- $0.038576 per share
- Notes issued initial
- $3,944,444.44 principal for $3,550,000 proceeds
- Exchange notes issued
- $7,089,317.25 principal for $6,380,385.52 exchange value
- Additional senior note
- $213,630.11 principal for $192,267.10 exchange value
- Liquidated damages cap
- 6% of applicable subscription amount
- Warrant exercise price
- $0.0482 per share (125% of conversion price), five-year term
- Fully diluted valuation
- $25,000,000
- Incentive shares issued
- 9202613
- Original issue discount
- 10%
- Senior notes commitment
- $5,000,000 aggregate principal (up to)
- Fully diluted share count
- 648070547
- Senior notes interest rate
- 12.0% per annum
- Minimum financing condition
- $13,000,000 gross proceeds, or $10,000,000 plus $3,000,000 senior debt
- Senior notes issued initial
- $3,944,444.44 principal for $3,550,000 proceeds
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