{"url_path":"/sec/athr/8-k/2026-07-21/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":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/2026353/0001493152-26-034007-index.html","accession_number":"0001493152-26-034007","cik":"0002026353","ticker":"ATHR","issuer_name":"Aether Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2026353/0001493152-26-034007-index.html","primary_entity_key":"0002026353","primary_entity_name":"Aether Holdings, Inc."},"word_count":1623,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry Into a Material Definitive Agreement.**\n\n \n\nOn\nJuly 17, 2026, Aether Holdings, Inc. (the “Company”) and Aether Compute LLC (“Aether Compute”) entered into a\nseries of definitive agreements with Virtual Grid Inc., an Alberta corporation (“Virtual Grid”), providing for a strategic\ncommercial relationship relating to Virtual Grid’s modular compute-and-energy pods and related software and a strategic investment\nby the Company in Virtual Grid (collectively, the “Virtual Grid Transaction”).\n\n \n\nThe\nSupply Agreement and the FOMA Agreement, each as defined below, were entered into by Aether Compute, and not by the Company. The Company\nis not a party to either agreement, and the Supply Agreement expressly provides that the Company has no liability or obligation under\nor in connection with the Supply Agreement, except to the extent the Company separately agrees to such liability or obligation in a written\ninstrument signed by the Company.\n\n \n\nTimothy\nMurphy, a member of the Board of Directors and officer of\nthe Company, is the Chief Executive Officer, a director and a shareholder of Virtual Grid. Accordingly, Mr. Murphy has an interest in\nVirtual Grid and in the transactions described in this Current Report on Form 8-K. Except as described in this paragraph and in respect\nof the transaction documents described herein, the Company is not aware of any other material relationship between the Company or its\naffiliates, on the one hand, and Virtual Grid or its affiliates, on the other hand.\n\n \n\nExclusive\nWhite Label Supply and Distribution Agreement\n\n \n\nUnder\nthe Exclusive White Label Supply and Distribution Agreement, dated July 17, 2026, by and between Virtual Grid and Aether Compute (the\n“Supply Agreement”), Virtual Grid appointed Aether Compute as its exclusive white-label reseller, distributor and commercial\nchannel partner for the applicable products in Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand\nand Vietnam (the “Territory”) during the exclusivity term. The Supply Agreement also permits Aether Compute to pursue non-exclusive\nopportunities in the United States, subject to case-by-case written approval by Virtual Grid. Products are expected to be marketed by\nAether Compute under the AetherPod VG100 white-label presentation together with the “Powered by Virtual Grid” designation.\nThe Supply Agreement provides that there are no reserved accounts as of the effective date unless identified by a signed amendment.\n\n \n\nThe\ninitial exclusivity term runs for ten years from the effective date, subject to earlier termination in accordance with the Supply Agreement,\nand Aether Compute has an option to renew the exclusivity term for one additional ten-year period if it is not then in material uncured\nbreach. Aether Compute is required to use commercially reasonable efforts to commercially launch AetherPod VG100 in the Territory by\nDecember 31, 2027, subject to Virtual Grid having made commercially deployable products available and having satisfied applicable delivery,\nsupport, capacity, technical, documentation, training and approval obligations. The Supply Agreement does not impose a minimum purchase,\ntake-or-pay, minimum sourcing or exclusive purchasing obligation unless expressly set forth in a written agreement, quote, accepted purchase\norder, change order or similar order-specific document.\n\n \n\nPricing,\ndeposits, milestone payments, delivery terms, capacity reservations, product configurations, FOMA fees, warranty periods, support packages\nand other order-specific terms are determined on an order-by-order basis and are binding only to the extent reflected in a quote, accepted\npurchase order, change order or capacity reservation agreement accepted by Virtual Grid. Aether Compute will provide first-line customer\nrelationship management, local customer interface, site coordination and local deployment support, while Virtual Grid will provide second-line\nand third-line technical support, remote implementation assistance, firmware and software updates, cybersecurity patches, warranty support\nand engineering escalation for the products and FOMA. The Supply Agreement also includes customary exclusivity, non-circumvention, compliance,\nintellectual property, confidentiality, warranties, indemnities, limitations on liability, suspension, termination, wind-down, assignment\nand dispute resolution provisions. Aether Compute may terminate the Supply Agreement for cause and, after the second anniversary of the\neffective date, for convenience upon 90 days’ prior written notice; Virtual Grid may terminate the Supply Agreement or convert\nAether Compute’s rights to non-exclusive upon certain uncured breaches or unsatisfied conditions. The Company is not a party to\nthe Supply Agreement and has no liability or obligation arising under or in connection with the Supply Agreement except to the extent\nthe Company expressly agrees in a separate written instrument signed by the Company.\n\n \n\nFOMA\nLicense and Support Agreement\n\n \n\nUnder\nthe License and Support Agreement, dated July 17, 2026, by and between Virtual Grid and Aether Compute (the “FOMA Agreement”),\nVirtual Grid granted Aether Compute, subject to completion of the strategic investment, payment and compliance conditions, a limited,\nexclusive, non-transferable, non-assignable and revocable license during the license term to use, demonstrate, market and sublicense\nobject-code access to Virtual Grid’s Fleet Orchestration Management Application, or FOMA, solely in the Territory, solely in connection\nwith products supplied by Virtual Grid and solely for authorized deployments. The FOMA Agreement does not grant source code, standalone\ncommercialization rights or rights to use FOMA with non-approved products, sites, customers or deployments.\n\n \n\n \n\n \n\n \n\nFor\nAether direct deployments, Aether Compute is required to pay Virtual Grid royalties equal to 6% of direct gross compute revenue for each\napplicable calendar quarter plus a quarterly support fee equal to 20% of the royalty. For operator deployments, the Virtual Grid royalty\nis calculated by reference to the operator royalty pool; where the operator royalty pool is 6% of operator gross compute revenue, Aether\nCompute retains 50% and Virtual Grid receives 50% of the gross royalty pool, resulting in an effective 3% share of operator gross compute\nrevenue for each party. Aether Compute is required to deliver quarterly royalty reports within 20 days after the end of each calendar\nquarter and Virtual Grid has audit rights under the FOMA Agreement. The FOMA Agreement also contains restrictions on use and sublicensing,\nend-user protection requirements, security and compliance obligations, support and update obligations, suspension and termination rights,\nindemnities and limitations of liability.\n\n \n\nSubscription\nand Share Payment Agreement\n\n \n\nUnder\nthe Subscription and Share Payment Agreement, dated July 17, 2026, by and between the Company and Virtual Grid (the “Subscription\nAgreement”), the Company agreed to subscribe for equity securities of Virtual Grid and an equal number of warrants for an aggregate\nsubscription price of US$360,000. The Company agreed to pay the subscription price by issuing to Virtual Grid 82,606 shares\nof the Company’s common stock, par value $0.001 per share (the “Aether Shares”), based on a Nasdaq Minimum Price of\n$4.358 per share, representing the average Nasdaq official closing price for the five trading days immediately preceding signing.\nBased on the Bank of Canada daily USD/CAD exchange rate of 1.4038 on July 16, 2026 and Virtual Grid’s certified fully diluted\ncapitalization of 12,250,882 shares, Virtual Grid’s closing deliveries to the Company include 176,412 Class A common shares of\nVirtual 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\nper 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\nwas determined by converting the US$360,000 subscription price into Canadian dollars and dividing the resulting amount by the per-share\nprice implied by Virtual Grid’s US$25.0 million pre-money valuation and certified fully diluted capitalization.\n\n \n\nThe\nSubscription Agreement provides for a down-round true-up if, during the 24 months following closing, Virtual Grid completes a qualifying\narm’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.\nIn that event, Virtual Grid will issue additional true-up shares and true-up warrants to the Company for no additional consideration\nand the exercise price of the Company’s warrants will be reduced to the effective financing price, subject to the terms and exclusions\nin the Subscription Agreement. The Subscription Agreement also includes public-market transaction cooperation covenants from the Company\nin favor of Virtual Grid and customary representations, warranties, conditions, covenants and indemnification provisions.\n\n \n\nLock-Up\nAgreement and Warrant\n\n \n\nIn\nconnection with the Subscription Agreement, the Company and Virtual Grid entered into a Lock-Up Agreement, dated July 17, 2026 (the “Lock-Up\nAgreement”), under which Virtual Grid agreed not to transfer the Aether Shares during the 12-month period beginning on the closing\ndate, subject to limited exceptions, and agreed not to engage in short sales, hedging transactions or other transactions transferring\nthe economic consequences of ownership during the lock-up period. During the 90 calendar days immediately following the lock-up period,\nVirtual Grid is subject to orderly disposition limitations. The Lock-Up Agreement also provides that the Company is not required to file\nor maintain any resale registration statement for the Aether Shares and supersedes the transfer restriction, resale support and registration\nrights provisions of the Subscription Agreement relating to the Aether Shares.\n\n \n\nThe\nCommon Share Purchase Warrant to be issued by Virtual Grid to the Company (the “Warrant”) entitles the Company, or its permitted\nassigns, to purchase up to 176,412 common shares of Virtual Grid, subject to adjustment, at an exercise price of C$2.864692\nper share at any time before 5:00 p.m. Vancouver time on July 17, 2031, and will expire automatically at that time, subject\nto the automatic cashless exercise provisions described in the Warrant. The Warrant includes cash exercise and cashless exercise mechanics,\nincluding automatic cashless exercise at expiry if the fair market value exceeds the exercise price, and customary adjustment provisions.\n\n \n\nThe\nforegoing descriptions of the Supply Agreement, the FOMA Agreement, the Subscription Agreement, the Lock-Up Agreement and the Warrant\ndo not purport to be complete and are qualified in their entirety by reference to the full text of the Supply Agreement, the FOMA Agreement,\nthe 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,\nrespectively, to this Current Report on Form 8-K and are incorporated herein by reference."}