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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): May 13, 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, including 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
May 13, 2026, Aether Holdings, Inc., a Delaware corporation (the “Company”), entered into a note purchase agreement
(the “Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (the “Lender”),
pursuant to which the Company issued and sold to the Lender a secured promissory note in the original principal amount
of $3,240,000.00 (the “Note”). The Note carries an original issue discount of $240,000.00, which is included in the original
principal amount of the Note, and the Company agreed to pay $30,000.00 to the Lender for legal fees, accounting costs, due diligence
and other transaction expenses, which amount was deducted from the purchase price funded to the Company at closing. The purchase price
for the Note was $3,000,000.00.
The
Note matures eighteen (18) months after the Purchase Price Date (as defined in the Note) and bears interest on the outstanding balance
at a rate of 8.0% per annum, compounded daily. The Company may prepay the Note in full at any time by paying 110% of the outstanding
balance. If the Note remains outstanding on the six-month anniversary of the Purchase Price Date, a one-time monitoring fee will be added
to the outstanding balance, subject to the forgiveness provisions set forth in the Note.
Beginning
on the six-month anniversary of the Purchase Price Date, the Lender may redeem up to $250,000.00 of the outstanding balance per
calendar month. Upon the occurrence of a Limited Redemption Event (as defined in the Note), the Lender may also exercise limited
redemptions up to the Maximum Limited Redemption Amount (as defined in the Note), with each redemption payable in cash within three trading
days of the applicable redemption notice.
The
Company’s obligations under the Note and the other transaction documents are secured by (i) a first-position security interest
in substantially all of the Company’s assets pursuant to a Security Agreement, (ii) a first-position security interest in the Company’s
intellectual property pursuant to an Intellectual Property Security Agreement, and (iii) a Guaranty by the Company’s subsidiaries.
The
Purchase Agreement requires the Company to refrain, without the Lender’s prior written consent, from making Restricted Issuances
(as defined in the Purchase Agreement), granting liens on assets, or selling, transferring or issuing equity or voting rights in its
subsidiaries. The Company also agreed not to permit its subsidiaries to incur debt other than in the ordinary course of business.
The
Purchase Agreement also prohibits the Company from entering into agreements that would restrict the Company from entering into a variable
rate transaction with the Lender or from issuing securities to the Lender or its affiliates. In addition, so long as the
Note is outstanding, the Purchase Agreement contains a most favored nation provision with respect to more favorable economic terms granted
to future debt holders.
Upon
the occurrence of a Trigger Event under the Note, the Lender may increase the outstanding balance by applying a 15% Trigger Effect
for each Major Trigger Event or a 5% Trigger Effect for each Minor Trigger Event, in each case subject to the limitations set forth in
the Note.
Trigger
Events include, among other things, payment defaults; bankruptcy and insolvency events; entry into or consummation of a Fundamental Transaction
without repayment of the Note in full; breaches of covenants in Section 4 of the Purchase Agreement or other material obligations under
the transaction documents; materially false or misleading representations; a reverse stock split without twenty trading days’ prior
notice to the Lender; certain money judgments in excess of $500,000.00; and certain breaches of other agreements with the Lender
or its affiliates. If a Trigger Event is not cured within the applicable five-trading-day cure period, or automatically upon the occurrence
of certain insolvency-related Trigger Events, the Note may become immediately due and payable at the Mandatory Default Amount, and default
interest may accrue at 15% per annum.
The
Purchase Agreement provides specified exceptions to certain covenant restrictions, including exceptions for a commercial mortgage on
the Company’s New York property up to $2,000,000.00 and a working capital line of credit up to $1,000,000.00, in each case subject
to the limits set forth in the transaction documents.
The
Purchase Agreement and the related transaction documents contain arbitration provisions governed by Utah law and provide the Lender
with specified equitable remedies, including injunctive relief and specific performance, in certain circumstances.
The
foregoing descriptions of the Note, the Purchase Agreement, the Security Agreement, the Intellectual Property Security Agreement and
the Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies
of which are filed as Exhibits 4.1, 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
The
representations, warranties and covenants contained in the Purchase Agreement, the Security Agreement, the Intellectual Property Security
Agreement and the Guaranty were made only for purposes of such agreements, were made as of specified dates and solely for the benefit
of the parties thereto, and may be subject to limitations agreed upon by the contracting parties. Accordingly, such agreements are incorporated
herein by reference only to provide investors with information regarding their terms and not to provide investors with any other factual
information regarding the Company or its subsidiaries.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 4.1 |
|
Secured Promissory Note, dated May 13, 2026. |
| 10.1 |
|
Note Purchase Agreement, dated May 13, 2026. |
| 10.2 |
|
Security Agreement, dated May 13, 2026. |
| 10.3 |
|
Intellectual Property Security Agreement, dated May 13, 2026. |
| 10.4 |
|
Guaranty, dated May 13, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated:
May 19, 2026 |
Aether
Holdings, Inc. |
| |
|
|
| |
By: |
/s/
Nicolas Lin |
| |
Name: |
Nicolas
Lin |
| |
Title: |
Chief
Executive Officer |
