Onar Holding Corp 8-K

What Happened
On January 7, 2026 Onar Holding Corp (the Company) reported that its subsidiary ONAR, LLC completed the sale of substantially all assets of VMED Services, LLC to VMED Consulting, Inc. The asset purchase agreement is dated December 31, 2025 (effective December 30, 2025) and the aggregate purchase price is $1,500,000 to be paid by the buyer in the form of a promissory note. The sale transfers business operations, goodwill, client relationships and contracts, accounts receivable and certain IP (excluding IP specifically tied to the brand name “Of Kos”).

Key Details

• Purchase price: $1,500,000 paid by a promissory note from VMED Consulting, Inc. (no upfront cash reported).
• Payment terms: $5,000 monthly installments beginning January 1, 2026 through December 30, 2031, with a final balloon payment of remaining principal and accrued interest due on the maturity date (Dec 30, 2031).
• Guarantee: The promissory note is fully guaranteed personally by Michael Steven, President of VMED Consulting, Inc.
• Filings: Onar filed a related press release (Exhibit 99.1) and unaudited pro forma condensed consolidated financial information (Exhibit 99.2) showing the effect of the sale on the Company’s balance sheet and historical operating results.

Why It Matters
This divestiture removes the VMED Services business and related assets from Onar’s consolidated operations and replaces an asset bundle with a receivable rather than immediate cash. Investors should note the credit and timing risk: proceeds are payable over ~6 years with a final balloon payment, albeit with a personal guarantee by the buyer’s president. Review the company’s pro forma financials filed as Exhibit 99.2 to see how the sale would have affected past balance sheets and results, and read the promissory note terms in Exhibit 10.1 for details on interest, default and indemnification provisions.