{"url_path":"/sec/athr/8-k/2026-05-19/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/2026353/0001493152-26-024444-index.html","accession_number":"0001493152-26-024444","cik":"0002026353","ticker":"ATHR","issuer_name":"Aether Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2026353/0001493152-26-024444-index.html","primary_entity_key":"0002026353","primary_entity_name":"Aether Holdings, Inc."},"word_count":943,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 13, 2026, Aether Holdings, Inc., a Delaware corporation (the “Company”), entered into a note purchase agreement\n(the “Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (the “Lender”),\npursuant to which the Company issued and sold to the Lender a secured promissory note in the original principal amount\nof $3,240,000.00 (the “Note”). The Note carries an original issue discount of $240,000.00, which is included in the original\nprincipal amount of the Note, and the Company agreed to pay $30,000.00 to the Lender for legal fees, accounting costs, due diligence\nand other transaction expenses, which amount was deducted from the purchase price funded to the Company at closing. The purchase price\nfor the Note was $3,000,000.00.\n\n \n\nThe\nNote matures eighteen (18) months after the Purchase Price Date (as defined in the Note) and bears interest on the outstanding balance\nat 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\nbalance. If the Note remains outstanding on the six-month anniversary of the Purchase Price Date, a one-time monitoring fee will be added\nto the outstanding balance, subject to the forgiveness provisions set forth in the Note.\n\n \n\nBeginning\non the six-month anniversary of the Purchase Price Date, the Lender may redeem up to $250,000.00 of the outstanding balance per\ncalendar month. Upon the occurrence of a Limited Redemption Event (as defined in the Note), the Lender may also exercise limited\nredemptions up to the Maximum Limited Redemption Amount (as defined in the Note), with each redemption payable in cash within three trading\ndays of the applicable redemption notice.\n\n \n\nThe\nCompany’s obligations under the Note and the other transaction documents are secured by (i) a first-position security interest\nin substantially all of the Company’s assets pursuant to a Security Agreement, (ii) a first-position security interest in the Company’s\nintellectual property pursuant to an Intellectual Property Security Agreement, and (iii) a Guaranty by the Company’s subsidiaries.\n\n \n\nThe\nPurchase Agreement requires the Company to refrain, without the Lender’s prior written consent, from making Restricted Issuances\n(as defined in the Purchase Agreement), granting liens on assets, or selling, transferring or issuing equity or voting rights in its\nsubsidiaries. The Company also agreed not to permit its subsidiaries to incur debt other than in the ordinary course of business.\n\n \n\nThe\nPurchase Agreement also prohibits the Company from entering into agreements that would restrict the Company from entering into a variable\nrate transaction with the Lender or from issuing securities to the Lender or its affiliates. In addition, so long as the\nNote is outstanding, the Purchase Agreement contains a most favored nation provision with respect to more favorable economic terms granted\nto future debt holders.\n\n \n\nUpon\nthe occurrence of a Trigger Event under the Note, the Lender may increase the outstanding balance by applying a 15% Trigger Effect\nfor each Major Trigger Event or a 5% Trigger Effect for each Minor Trigger Event, in each case subject to the limitations set forth in\nthe Note.\n\n \n\nTrigger\nEvents include, among other things, payment defaults; bankruptcy and insolvency events; entry into or consummation of a Fundamental Transaction\nwithout repayment of the Note in full; breaches of covenants in Section 4 of the Purchase Agreement or other material obligations under\nthe transaction documents; materially false or misleading representations; a reverse stock split without twenty trading days’ prior\nnotice to the Lender; certain money judgments in excess of $500,000.00; and certain breaches of other agreements with the Lender\nor its affiliates. If a Trigger Event is not cured within the applicable five-trading-day cure period, or automatically upon the occurrence\nof certain insolvency-related Trigger Events, the Note may become immediately due and payable at the Mandatory Default Amount, and default\ninterest may accrue at 15% per annum.\n\n \n\n2\n\n \n\n \n\nThe\nPurchase Agreement provides specified exceptions to certain covenant restrictions, including exceptions for a commercial mortgage on\nthe 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\nto the limits set forth in the transaction documents.\n\n \n\nThe\nPurchase Agreement and the related transaction documents contain arbitration provisions governed by Utah law and provide the Lender\nwith specified equitable remedies, including injunctive relief and specific performance, in certain circumstances.\n\n \n\nThe\nforegoing descriptions of the Note, the Purchase Agreement, the Security Agreement, the Intellectual Property Security Agreement and\nthe Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies\nof 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\nherein by reference.\n\n \n\nThe\nrepresentations, warranties and covenants contained in the Purchase Agreement, the Security Agreement, the Intellectual Property Security\nAgreement and the Guaranty were made only for purposes of such agreements, were made as of specified dates and solely for the benefit\nof the parties thereto, and may be subject to limitations agreed upon by the contracting parties. Accordingly, such agreements are incorporated\nherein by reference only to provide investors with information regarding their terms and not to provide investors with any other factual\ninformation regarding the Company or its subsidiaries.\n\n \n\nThis\nCurrent 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\nbe any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration\nor qualification under the securities laws of any such state or other jurisdiction."}