ONAR Holding Corporation

Item 2.01. Completion of Acquisition or Disposition of Assets On December 31, 2025, ONAR, LLC (the “Seller”), a subsidiary of ONAR Holding Corporation (the “Company”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with VMED Consulting, Inc. (the “Buyer”) effective as of December 30, 2025, pursuant to which the Seller agreed to sell, and Buyer agreed to purchase, substantially all of the assets of VMED Services, LLC, a subsidiary of the Company (the “Purchased Assets”), for aggregate consideration of $1,500,000 in the form of a promissory note made in favor of the Seller by the Buyer (the “Promissory Note”), subject to the terms and conditions set forth in the Asset Purchase Agreement (such sale, the “VMED Services Sale”). The Purchased Assets include business operations and goodwill, client relationships and contracts, accounts receivable, and certain intellectual property rights (except for intellectual property rights specifically related to the brand name ‘Of Kos’), and other assets as detailed in the agreement. The Asset Purchase Agreement also provides for customary representations, warranties, indemnification provisions, and post-closing obligations. The Promissory Note shall be payable in monthly installments of $5,000 commencing on January 1, 2026, and continuing through December 30, 2031 (the “Maturity Date”) at which time a final balloon payment of the remaining unpaid principal and accrued interest shall be due and payable in full. The Promissory Note is fully guaranteed by Michael Steven, President of VMED Consulting, Inc., in his individual capacity. The foregoing descriptions of the Asset Purchase Agreement and Promissory Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Asset Purchase Agreement (which includes the full text of the Promissory Note as Exhibit A), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure On January 7, 2025, the Company issued a press release announcing the closing of the Asset Purchase Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits. (b) Pro Forma Financial Information The unaudited pro forma condensed consolidated financial information of the Company giving effect to the VMED Services Sale are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference. The unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2025 included in Exhibit 99.2 gives effect to the VMED Services Sale as if the VMED Services Sale had occurred on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations of the Company for the nine months ended September 30, 2025 and for the year ended December 31, 2024, included in Exhibit 99.2 gives effect to the VMED Services Sale as if it had occurred on January 1, 2024. (d) Exhibits. Exhibit No. Description ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 10.1* Asset Purchase Agreement, dated December 31, 2025, by and among ONAR Holding Corporation. and VMED Consulting, Inc. 99.1 Press Release, dated January 7, 2026 99.2 Unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2025 and unaudited pro forma condensed consolidated statements of operations of the Company for the nine months ended September 30, 2025 and for the year ended December 31, 2024, in each case, giving effect to the VMED Services Sale, and the related notes thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or attachment to the SEC on a confidential basis upon its request.