The acquisition transforms ONAR's scale and technology platform, adding a proprietary data asset (Bloom) that management believes enables a differentiated measurement capability in affiliate marketing. Watch for the filing of audited financial statements and pro forma financials within 71 days, and for progress on the Nasdaq uplisting — the CEO stated three of four uplisting prerequisites are now complete.
Price Chart
Executive Summary
ONAR Holding Corp completed its acquisition of Advertise Purple, an affiliate marketing agency, for total consideration of up to $27.825 million ($12.825M cash, $7.0M unsecured promissory note, and up to $8.0M in earnout payments). Advertise Purple contributed approximately $17.1 million of net revenue and $4.4 million of net income in fiscal year 2025, representing approximately $6.6 million of adjusted EBITDA. The acquisition transforms ONAR's scale, adding a proprietary data platform (Bloom) with 111 million performance records, and brings combined pro forma revenue to approximately $23.5 million. The deal was funded by a previously announced $15 million financing, and ONAR continues to pursue a Nasdaq uplisting.
Key Financial Metrics
Key Facts
- ONAR completed acquisition of Advertise Purple for up to $27.825 million total consideration: $12.825M cash, $7.0M unsecured promissory note (8% interest, 36-month maturity), and up to $8.0M in earnout payments over three measurement periods.
- Advertise Purple generated approximately $17.1 million net revenue, $4.4 million net income, and $6.6 million adjusted EBITDA in fiscal year 2025.
- Combined pro forma revenue for fiscal year 2025 is approximately $23.5 million, roughly 7x ONAR's standalone revenue.
- Advertise Purple manages affiliate programs for 400+ active brands; no single client exceeds ~5% of revenue.
- Bloom, Advertise Purple's proprietary data and analytics platform with 111+ million performance records, joins ONAR Labs alongside Retina AI and Cortex.
- ONAR has unconditionally guaranteed the $7.0M seller note and all payment obligations of its subsidiary buyer.
- The acquisition was funded by a $15 million financing announced the prior day.
- ONAR's CEO stated three of four priorities for Nasdaq uplisting are now complete (transformative acquisition, $15M financing, and debt conversion).
Financial Impact
Transformative acquisition adding ~$17.1M revenue and ~$6.6M adjusted EBITDA to ONAR's base; total consideration up to $27.825M with $12.825M cash at close plus $7.0M note and up to $8.0M earnout.
Risk Factors
- Integration risk: combining Advertise Purple's operations and technology with ONAR's existing platform may not achieve expected synergies.
- Earnout risk: up to $8.0M in earnout payments depend on achieving gross profit targets ($15.5M, $21.0M, and $25.0M over three annual periods — no guarantee of payment.
- Debt and leverage: $7.0M seller note adds to ONAR's debt burden; note is subordinated to senior debt and subject to payment blockage provisions.
- Going concern uncertainty: ONAR previously disclosed substantial doubt about going concern and a working capital deficit — the acquisition and financing improve but do not eliminate this risk.
- Stock is traded on OTC Pink, not a national exchange — liquidity and price discovery are limited.
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001477932-26-005919 |
| Document: onar_8k.htm | 0001477932-26-005919 |
| Document: onar_ex991.htm | 0001477932-26-005919 |
| Document: onar_ex102.htm | 0001477932-26-005919 |
| Document: 0001477932-26-005919-index-headers.html | 0001477932-26-005919 |
| Document: 0001477932-26-005919-index.html | 0001477932-26-005919 |
| Document: 0001477932-26-005919.txt | 0001477932-26-005919 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 6, 2026 20d ago | 8-K | $0.009000 $0.005100 | ▼ −43.00% | ▼ −42.86% | $0.004000 (−55.56%) |
Sep 30, 2026 26d ago | 8-K | $0.009500 $0.007600 | ▼ −20.00% | ▼ −21.91% | $0.004000 (−57.89%) |
Aug 11, 2026 10w ago | 8-K | $0.007800 $0.007500 | ▼ −3.85% | ▼ −3.40% | $0.004000 (−48.72%) |
Jul 31, 2026 12w ago | 8-K | $0.009500 $0.005300 | ▼ −44.21% | ▼ −46.24% | $0.004000 (−57.89%) |
Apr 6, 2026 29w ago | EFFECT | $0.001800 $0.001700 | ▼ −5.56% | ▼ −9.69% | $0.004000 (+122.22%) |
US Market Status
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