UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter) |
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including area code (
______________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(g) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
|
| OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective June 22, 2026, ONAR Holding Corporation (the “Company”) amended its Articles of Incorporation (as amended, the “Articles of Incorporation”) to increase the authorized number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), from 1,000,000,000 shares to 3,000,000,000 shares (the “Amendment”).
As previously disclosed in the Company’s Definitive Information Statement, as filed with the United States Securities and Exchange Commission on Schedule 14C on June 1, 2026, the Amendment was approved by the Company’s board of directors and by written consent of approximately 76.8% of the voting power of the Company’s outstanding Common Stock on May 5, 2026.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
|
|
|
| ||
|
|
|
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONAR Holding Corporation | ||
| (Registrant) |
| |
|
|
|
|
Date: June 22, 2026 | By: | /s/ Claude Zdanow | |
| Name: | Claude Zdanow |
|
| Title: | Chief Executive Officer |
|
3 |