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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) October 12, 2026
Aether
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42595 |
|
35-2818803 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
110
Charlton Street, Unit RET B
New
York, New York 10014
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (347) 726-8898
Not
Applicable
(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:
| ☐ |
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(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
ATHR |
|
The
Nasdaq Stock Market LLC |
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
October 12, 2026, Aether Holdings, Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company had not held an annual
meeting of shareholders within 12 months after the end of its fiscal year ended September 30, 2025, the Company no longer complies with
Nasdaq Listing Rule 5620(a). The Notice has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.
Pursuant
to Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days, or until November 27, 2026, to submit a plan to regain compliance.
If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the Company’s
September 30, 2026 fiscal year end, or until March 29, 2027, to regain compliance.
The
Company intends to submit a compliance plan within the required period and to take the necessary steps to hold an annual meeting of shareholders
within the period permitted by Nasdaq. There can be no assurance that Nasdaq will accept the Company’s plan or that the Company
will regain compliance within any extension period that Nasdaq may grant.
SIGNATURES
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.
| Date:
October 16, 2026 |
Aether
Holdings, Inc. |
| |
|
| |
By: |
/s/
Nicolas Lin |
| |
|
Nicolas
Lin |
| |
|
Chief Executive Officer |
