Core Viewpoint - ONAR Holding Corporation has completed the sale of substantially all assets of VMED Services, LLC to VMED Consulting Inc., transitioning non-core assets into a structured payment obligation while excluding intellectual property related to the 'Of Kos' brand from the sale [1][2][3]. Transaction Details - The transaction closed on December 31, 2025, and became effective as of December 30, 2025 [1]. - The purchase price includes a promissory note of $1,500,000 issued by VMED Consulting to ONAR, LLC [8]. - The payment structure involves monthly payments starting the month after closing, with a final balloon payment due on the sixth anniversary of the closing date [8]. - The note is secured by collateral and supported by a personal guaranty [8]. - Included assets consist of business operations, goodwill, client relationships, contracts, accounts receivable, and certain intellectual property, while excluding intellectual property related to the 'Of Kos' brand [8]. Strategic Focus - The transaction aligns with ONAR's strategy to manage its portfolio by focusing on core operations and enhancing its AI-enabled marketing platform [2][3]. - CEO Claude Zdanow emphasized the importance of streamlining the business to allocate resources towards high-value platforms and capabilities [3]. Company Overview - ONAR Holding Corporation operates as an AI-powered marketing platform that acquires and scales specialist marketing agencies [6]. - The company integrates these agencies into a shared technology infrastructure, enhancing their capabilities through data-driven analytics [6]. - ONAR is actively pursuing additional acquisitions to expand its platform and accelerate growth [7].

Core Insights - ONAR Holding Corporation has expanded its recurring revenue base through new fixed-fee subscription contracts signed by its performance marketing agency JUICE, amounting to over $400,000 in annual recurring revenue as it heads into 2026 [1][2]. Group 1: New Client Contracts - JUICE signed new client agreements between December 1 and December 10, 2025, structured as fixed monthly subscription fees for core services such as paid media, lifecycle marketing, and analytics [2]. - These subscriptions are projected to contribute more than $400,000 in revenue over the next twelve months, translating to approximately $33,000 in additional recurring monthly revenue if current levels are maintained [2]. Group 2: Business Model and Strategy - The CEO of ONAR stated that JUICE serves as a proof point for the company's strategy of acquiring strong specialist agencies and providing them with technology and support for accelerated growth [3]. - The transition to fixed monthly subscriptions enhances predictability in revenue and offers clients transparent pricing, aligning JUICE with ONAR's tech-enabled, subscription-style model [3]. - The integration of JUICE into ONAR's platform has standardized the business on fixed monthly contracts and connected services to a broader AI and analytics infrastructure, which is a key feature of ONAR's operations [3]. Group 3: Growth and Future Prospects - The company believes that the recent client additions validate its acquisition-led growth strategy and demonstrate the operational leverage gained from integrating agencies into a shared AI and data platform [3]. - ONAR anticipates that additional cross-sell opportunities, improved client retention, and standardized best practices will enhance the impact of new subscription wins across its network [3]. - The company is actively pursuing further acquisitions to expand its platform and accelerate growth [5].

Core Insights - ONAR Holding Corporation has retired approximately $311,000 of outstanding debt through a voluntary conversion into common stock by certain noteholders, which simplifies its capital structure and reduces future interest expenses [1][2]. Group 1: Financial Strategy - The debt conversion aligns long-term capital partners with shareholders and supports the integration and scaling of recent acquisitions, including JUICE and Retina [2][3]. - CEO Claude Zdanow emphasized that the conversion indicates lender confidence in the company's value creation and its strategy to build a scaled, AI-powered marketing platform for mid-market brands [3]. Group 2: Business Model and Growth Strategy - ONAR focuses on efficiently using its balance sheet while growing an integrated, AI-driven marketing ecosystem that combines specialist agencies with proprietary analytics tools [3][5]. - The company aims to acquire profitable, specialist marketing agencies and integrate them into a shared technology stack, enhancing the value of each acquisition [4][5]. - ONAR is actively seeking additional agency acquisitions to expand its platform and accelerate growth [6].

Core Insights - ONAR Holding Corporation has achieved significant performance milestones through its acquisition of JUICE, particularly during the Black Friday/Cyber Monday period, showcasing the scalability and value of the partnership [2][4] Operational Highlights & Client Wins - JUICE demonstrated exceptional revenue growth during the holiday season, achieving a 12x return on ad spend and exceeding volume targets by 300% [4] - Key performance metrics include: - High-End Jewelry: Revenue of $1.03 million, a 72% year-over-year increase, with a 12.12x ROAS, improving efficiency by 26% [7] - Fitness Sector: Over 13,000 membership signups against a goal of 4,000, achieving 3x the anticipated volume [7] - Supplement Retailer: 82% reduction in CPA to $16.77 and a 270% increase in ROAS to 5.23x [7] - Novelty Swimwear: 63% increase in Shopify revenue and a 26% YoY revenue increase in the UK [7] - Fragrance & Home Goods: Delivered a $320 NCAC against a target of <$400 [7] - Premium Hemp/CBD: Scaled spend to nearly $70k with a 2.46 Blended ROAS, generating $171k in total revenue [7] Company Overview - ONAR Holding Corporation is an AI-powered marketing platform that acquires and integrates specialist marketing agencies into a shared technology infrastructure, enhancing their capabilities and accelerating growth [5][6]

Core Insights - ONAR Holding Corporation has achieved significant performance milestones through its acquisition of JUICE, particularly during the Black Friday/Cyber Monday period, showcasing the scalability and value of the partnership [2][4] Operational Highlights & Client Wins - JUICE demonstrated exceptional revenue growth during the holiday season, achieving a 12x return on investment and exceeding volume targets by 300% [4] - In the high-end jewelry sector, JUICE increased Black Friday spending by 36% year-over-year, generating $1.03 million in revenue, a 72% increase from the previous year, with a 12.12x return on ad spend [7] - For a major fitness company, JUICE surpassed membership sign-up goals, achieving over 13,000 sign-ups against a target of 4,000 [7] - The agency optimized unit economics for a supplement retailer, reducing cost per acquisition by 82% to $16.77 and increasing return on ad spend by 270% to 5.23x [7] - A leading novelty swimwear brand experienced a 63% increase in Shopify revenue during BFCM compared to 2024, with a successful email campaign [7] - JUICE effectively managed customer acquisition costs for a high-end fragrance diffuser company, achieving a net customer acquisition cost of $320 against a target of less than $400 [7] - In the premium hemp/CBD sector, JUICE scaled spending to nearly $70,000 while maintaining a blended return on ad spend of 2.46, generating $171,000 in total revenue [7] Company Overview - ONAR Holding Corporation is an AI-powered marketing platform that acquires and integrates specialist marketing agencies into a shared technology infrastructure, enhancing their capabilities and accelerating growth [5][6]

Core Insights - ONAR Holding Corporation expects Q4 2025 to be its strongest quarter with revenue guidance of $2.0 million to $2.3 million, driven by the full-quarter contribution from JUICE and integration synergies [5][8] Financial Performance - For Q3 2025, ONAR reported revenue of $1.08 million, representing a 20% year-over-year increase [5] - Gross profit for Q3 was $0.24 million, yielding a 23% margin [5] Operational and Strategic Highlights - The acquisition of JUICE, a high-performance digital marketing agency, was completed, contributing to revenue for the first time in Q4 [5] - Significant integration progress has been made across JUICE, Storia, and Retina AI, enhancing operational efficiency [5] - The company has implemented major internal control upgrades, including a two-person disbursement approval process [5] - Ongoing discussions with institutional lenders are focused on refinancing initiatives to strengthen the balance sheet [5][7] Management Commentary - CEO Claude Zdanow highlighted that Q3 marked a turning point for ONAR, with the successful acquisition of JUICE and advancements in technology capabilities through Retina AI [8] - The company anticipates entering 2026 with a scalable operating structure and a growing pipeline of opportunities [8] Company Overview - ONAR is a technology-enabled marketing holding company that integrates specialist marketing agencies into a single AI-enabled operating system to enhance margins and earnings [9] - The company focuses on performance marketing through JUICE and healthcare marketing through Of Kos, generating revenue from subscription and pay-as-you-go technology fees [9] - ONAR Labs is dedicated to identifying and commercializing innovative marketing technology [9]