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0002026353
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2026-07-17
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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): July
17, 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
1.01 Entry Into a Material Definitive Agreement.
On
July 17, 2026, Aether Holdings, Inc. (the “Company”) and Aether Compute LLC (“Aether Compute”) entered into a
series of definitive agreements with Virtual Grid Inc., an Alberta corporation (“Virtual Grid”), providing for a strategic
commercial relationship relating to Virtual Grid’s modular compute-and-energy pods and related software and a strategic investment
by the Company in Virtual Grid (collectively, the “Virtual Grid Transaction”).
The
Supply Agreement and the FOMA Agreement, each as defined below, were entered into by Aether Compute, and not by the Company. The Company
is not a party to either agreement, and the Supply Agreement expressly provides that the Company has no liability or obligation under
or in connection with the Supply Agreement, except to the extent the Company separately agrees to such liability or obligation in a written
instrument signed by the Company.
Timothy
Murphy, a member of the Board of Directors and officer of
the Company, is the Chief Executive Officer, a director and a shareholder of Virtual Grid. Accordingly, Mr. Murphy has an interest in
Virtual Grid and in the transactions described in this Current Report on Form 8-K. Except as described in this paragraph and in respect
of the transaction documents described herein, the Company is not aware of any other material relationship between the Company or its
affiliates, on the one hand, and Virtual Grid or its affiliates, on the other hand.
Exclusive
White Label Supply and Distribution Agreement
Under
the Exclusive White Label Supply and Distribution Agreement, dated July 17, 2026, by and between Virtual Grid and Aether Compute (the
“Supply Agreement”), Virtual Grid appointed Aether Compute as its exclusive white-label reseller, distributor and commercial
channel partner for the applicable products in Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand
and Vietnam (the “Territory”) during the exclusivity term. The Supply Agreement also permits Aether Compute to pursue non-exclusive
opportunities in the United States, subject to case-by-case written approval by Virtual Grid. Products are expected to be marketed by
Aether Compute under the AetherPod VG100 white-label presentation together with the “Powered by Virtual Grid” designation.
The Supply Agreement provides that there are no reserved accounts as of the effective date unless identified by a signed amendment.
The
initial exclusivity term runs for ten years from the effective date, subject to earlier termination in accordance with the Supply Agreement,
and Aether Compute has an option to renew the exclusivity term for one additional ten-year period if it is not then in material uncured
breach. Aether Compute is required to use commercially reasonable efforts to commercially launch AetherPod VG100 in the Territory by
December 31, 2027, subject to Virtual Grid having made commercially deployable products available and having satisfied applicable delivery,
support, capacity, technical, documentation, training and approval obligations. The Supply Agreement does not impose a minimum purchase,
take-or-pay, minimum sourcing or exclusive purchasing obligation unless expressly set forth in a written agreement, quote, accepted purchase
order, change order or similar order-specific document.
Pricing,
deposits, milestone payments, delivery terms, capacity reservations, product configurations, FOMA fees, warranty periods, support packages
and other order-specific terms are determined on an order-by-order basis and are binding only to the extent reflected in a quote, accepted
purchase order, change order or capacity reservation agreement accepted by Virtual Grid. Aether Compute will provide first-line customer
relationship management, local customer interface, site coordination and local deployment support, while Virtual Grid will provide second-line
and third-line technical support, remote implementation assistance, firmware and software updates, cybersecurity patches, warranty support
and engineering escalation for the products and FOMA. The Supply Agreement also includes customary exclusivity, non-circumvention, compliance,
intellectual property, confidentiality, warranties, indemnities, limitations on liability, suspension, termination, wind-down, assignment
and dispute resolution provisions. Aether Compute may terminate the Supply Agreement for cause and, after the second anniversary of the
effective date, for convenience upon 90 days’ prior written notice; Virtual Grid may terminate the Supply Agreement or convert
Aether Compute’s rights to non-exclusive upon certain uncured breaches or unsatisfied conditions. The Company is not a party to
the Supply Agreement and has no liability or obligation arising under or in connection with the Supply Agreement except to the extent
the Company expressly agrees in a separate written instrument signed by the Company.
FOMA
License and Support Agreement
Under
the License and Support Agreement, dated July 17, 2026, by and between Virtual Grid and Aether Compute (the “FOMA Agreement”),
Virtual Grid granted Aether Compute, subject to completion of the strategic investment, payment and compliance conditions, a limited,
exclusive, non-transferable, non-assignable and revocable license during the license term to use, demonstrate, market and sublicense
object-code access to Virtual Grid’s Fleet Orchestration Management Application, or FOMA, solely in the Territory, solely in connection
with products supplied by Virtual Grid and solely for authorized deployments. The FOMA Agreement does not grant source code, standalone
commercialization rights or rights to use FOMA with non-approved products, sites, customers or deployments.
For
Aether direct deployments, Aether Compute is required to pay Virtual Grid royalties equal to 6% of direct gross compute revenue for each
applicable calendar quarter plus a quarterly support fee equal to 20% of the royalty. For operator deployments, the Virtual Grid royalty
is calculated by reference to the operator royalty pool; where the operator royalty pool is 6% of operator gross compute revenue, Aether
Compute retains 50% and Virtual Grid receives 50% of the gross royalty pool, resulting in an effective 3% share of operator gross compute
revenue for each party. Aether Compute is required to deliver quarterly royalty reports within 20 days after the end of each calendar
quarter and Virtual Grid has audit rights under the FOMA Agreement. The FOMA Agreement also contains restrictions on use and sublicensing,
end-user protection requirements, security and compliance obligations, support and update obligations, suspension and termination rights,
indemnities and limitations of liability.
Subscription
and Share Payment Agreement
Under
the Subscription and Share Payment Agreement, dated July 17, 2026, by and between the Company and Virtual Grid (the “Subscription
Agreement”), the Company agreed to subscribe for equity securities of Virtual Grid and an equal number of warrants for an aggregate
subscription price of US$360,000. The Company agreed to pay the subscription price by issuing to Virtual Grid 82,606 shares
of the Company’s common stock, par value $0.001 per share (the “Aether Shares”), based on a Nasdaq Minimum Price of
$4.358 per share, representing the average Nasdaq official closing price for the five trading days immediately preceding signing.
Based on the Bank of Canada daily USD/CAD exchange rate of 1.4038 on July 16, 2026 and Virtual Grid’s certified fully diluted
capitalization of 12,250,882 shares, Virtual Grid’s closing deliveries to the Company include 176,412 Class A common shares of
Virtual Grid and a common share purchase warrant to acquire 176,412 Class A common shares of Virtual Grid at an exercise price of C$2.864692
per share, expiring at 5:00 p.m. Vancouver time on July 17, 2031. The number of Virtual Grid Class A common shares and warrant shares
was determined by converting the US$360,000 subscription price into Canadian dollars and dividing the resulting amount by the per-share
price implied by Virtual Grid’s US$25.0 million pre-money valuation and certified fully diluted capitalization.
The
Subscription Agreement provides for a down-round true-up if, during the 24 months following closing, Virtual Grid completes a qualifying
arm’s-length equity financing for cash proceeds of at least US$1,000,000 at an implied pre-money valuation below US$25,000,000.
In that event, Virtual Grid will issue additional true-up shares and true-up warrants to the Company for no additional consideration
and the exercise price of the Company’s warrants will be reduced to the effective financing price, subject to the terms and exclusions
in the Subscription Agreement. The Subscription Agreement also includes public-market transaction cooperation covenants from the Company
in favor of Virtual Grid and customary representations, warranties, conditions, covenants and indemnification provisions.
Lock-Up
Agreement and Warrant
In
connection with the Subscription Agreement, the Company and Virtual Grid entered into a Lock-Up Agreement, dated July 17, 2026 (the “Lock-Up
Agreement”), under which Virtual Grid agreed not to transfer the Aether Shares during the 12-month period beginning on the closing
date, subject to limited exceptions, and agreed not to engage in short sales, hedging transactions or other transactions transferring
the economic consequences of ownership during the lock-up period. During the 90 calendar days immediately following the lock-up period,
Virtual Grid is subject to orderly disposition limitations. The Lock-Up Agreement also provides that the Company is not required to file
or maintain any resale registration statement for the Aether Shares and supersedes the transfer restriction, resale support and registration
rights provisions of the Subscription Agreement relating to the Aether Shares.
The
Common Share Purchase Warrant to be issued by Virtual Grid to the Company (the “Warrant”) entitles the Company, or its permitted
assigns, to purchase up to 176,412 common shares of Virtual Grid, subject to adjustment, at an exercise price of C$2.864692
per share at any time before 5:00 p.m. Vancouver time on July 17, 2031, and will expire automatically at that time, subject
to the automatic cashless exercise provisions described in the Warrant. The Warrant includes cash exercise and cashless exercise mechanics,
including automatic cashless exercise at expiry if the fair market value exceeds the exercise price, and customary adjustment provisions.
The
foregoing descriptions of the Supply Agreement, the FOMA Agreement, the Subscription Agreement, the Lock-Up Agreement and the Warrant
do not purport to be complete and are qualified in their entirety by reference to the full text of the Supply Agreement, the FOMA Agreement,
the Subscription Agreement, the Lock-Up Agreement and the Warrant, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5,
respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1# |
|
Exclusive White Label Supply and Distribution Agreement, dated July 17, 2026, by and between Virtual Grid Inc. and Aether Compute LLC. |
| |
|
|
| 10.2# |
|
License and Support Agreement, dated July 17, 2026, by and between Virtual Grid Inc. and Aether Compute LLC. |
| |
|
|
| 10.3 |
|
Subscription and Share Payment Agreement, dated July 17, 2026, by and between Virtual Grid Inc. and Aether Holdings, Inc. |
| |
|
|
| 10.4 |
|
Lock-Up Agreement, dated July 17, 2026, by and between Virtual Grid Inc. and Aether Holdings, Inc. |
| |
|
|
| 10.5 |
|
Common Share Purchase Warrant, dated July 17, 2026, issued by Virtual Grid Inc. to Aether Holdings, Inc. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
#
Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees
to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
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:
July 21, 2026 |
Aether
Holdings, Inc. |
| |
|
| |
By: |
/s/
Nicolas Lin |
| |
|
Nicolas
Lin |
| |
|
Chief Executive Officer |
