{"url_path":"/sec/athr/8-k/2026-08-11/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":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/2026353/0001493152-26-037023-index.html","accession_number":"0001493152-26-037023","cik":"0002026353","ticker":"ATHR","issuer_name":"Aether Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2026353/0001493152-26-037023-index.html","primary_entity_key":"0002026353","primary_entity_name":"Aether Holdings, Inc."},"word_count":1940,"has_tables":true,"body_markdown":"**Item\n1.01 Entry Into a Material Definitive Agreement.**\n\n \n\nStock\nPurchase Agreement\n\n \n\nOn\nAugust 5, 2026, Aether Holdings, Inc. (the “Company”), Aether Compute LLC, a Delaware limited liability company\n(“Aether Compute”), Noviant Inc., a New York corporation (“Noviant”), and Kevin Wang, Jin Yi Wang, James L. Mo\nand Enbo B. Zeng (collectively, the “Sellers”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”).\nPursuant to the Stock Purchase Agreement, Aether Compute agreed to purchase from the Sellers equity interests representing 60% of the\nfully diluted equity interests of Noviant immediately following the closing of the transaction (the “Acquisition”), and the\nCompany agreed to provide the consideration for the Acquisition on behalf of Aether Compute.\n\n \n\nExcept for the Stock Purchase Agreement and the related transaction documents described below, the Company is not aware of any material\nrelationship between the Company or its affiliates, on the one hand, and Noviant or any Seller, on the other hand.\n\n \n\nPurchase\nPrice and Closing\n\n \n\nThe\naggregate transaction value was $3.6 million, consisting of restricted shares of the Company’s common stock having a stated aggregate\nvalue of approximately $2.7 million (the “Transaction Shares”) and $900,000 of aggregate cash funding, of which $50,000 was\ndeposited into a segregated support account pursuant to the transaction documents.\n\n \n\nThe\nSellers are required to cause Noviant to have closing working capital at least equal to Noviant’s average month-end working capital\nfor the 12 full calendar months ending on the last day of the calendar month immediately preceding the closing date. If estimated closing\nworking capital is below that target, Aether Compute may reduce the cash consideration at closing on a dollar-for-dollar basis, without\nlimiting its right to recover any additional working-capital shortfall after closing.\n\n \n\nThe Stock Purchase Agreement includes customary representations, warranties, covenants, closing conditions and termination rights, as\nwell as indemnification provisions that include a $25,000 deductible basket for certain claims, specified caps and survival periods,\nand separate treatment for fundamental, tax, intellectual-property, capitalization, fraud and willful-misconduct claims.\n\n \n\nThe\nStock Purchase Agreement provided that the closing was subject to satisfaction or waiver of specified conditions, including delivery\nof audited Noviant financial statements and related audit support; satisfactory completion of legal, financial, accounting, tax, technology,\nintellectual-property, data-privacy, cybersecurity, employment, commercial and operational diligence; confirmation of Noviant’s\ncapitalization and title to the acquired equity interests; assignment to Noviant of Company-related intellectual property and other assets;\nexecution of the ancillary agreements; receipt of required approvals and consents; and satisfaction of applicable SEC and Nasdaq requirements.\n\n \n\nLock-Up\nand Leak-Out Agreements\n\n \n\nIn\nconnection with the closing, each Seller entered into a lock-up and leak-out agreement with the Company and Aether Compute. Fifty percent\nof each Seller’s Transaction Shares are subject to a six-month lock-up, and the remaining 50% are subject to a two-year lock-up,\nin each case measured from the closing date and subject to limited permitted transfers. During the applicable lock-up period, the Seller\nmay not sell, transfer, pledge, lend, hedge, short or otherwise transfer the economic or voting risk of the applicable Transaction Shares.\nFollowing expiration of the applicable lock-up period, any sale remains subject to applicable securities laws, Rule 144, the Company’s\ninsider-trading policy, trading windows, pre-clearance procedures, volume and manner-of-sale requirements, broker instructions and applicable\nleak-out limitations. The Sellers do not receive registration rights with respect to the Transaction Shares.\n\n \n\n \n\n \n\n \n\nPost-Closing\nGovernance and Ancillary Agreements\n\n \n\nAt\nthe closing, Noviant, Aether Compute, the Company solely for specified provisions, and Kevin Wang, Jin Yi Wang and Enbo B. Zeng entered\ninto a shareholders’ agreement governing Noviant following the Acquisition. The shareholders’ agreement provides for a three-member\nNoviant board of directors, with Aether Compute entitled to designate two directors and the continuing founders, acting by majority of\ntheir retained shares, entitled to designate one director subject to Aether Compute’s approval, not to be unreasonably withheld,\nconditioned or delayed. The shareholders’ agreement also includes reserved-matter approval rights, cash-management and internal-control\nprotections, information and audit rights, transfer restrictions, a right of first refusal, drag-along provisions, confidentiality obligations\nand public-company compliance protections.\n\n \n\nEach\nSeller also entered into an intellectual property assignment agreement under which the Seller assigned to Noviant all rights owned by\nthe Seller in intellectual property, technology, software, data, models, accounts, credentials, documentation and other assets relating\nto Noviant and its business. Certain continuing founders entered into employment and restrictive covenant agreements with Noviant, with\nAether Compute and the Company having specified third-party-beneficiary and enforcement rights. Those agreements include confidentiality,\ninvention-assignment, return-of-property, public-company-compliance, cooperation, non-solicitation and sale-of-business restrictive covenants.\n\n \n\nKevin\nWang and Enbo B. Zeng entered into employment and restrictive covenant agreements with Noviant, and Jin Yi Wang and James L. Mo entered\ninto restrictive covenant and confidentiality agreements.\n\n \n\nThe\nforegoing descriptions of the Stock Purchase Agreement, the lock-up and leak-out agreements, the intellectual property assignment\nagreement, the shareholders’ agreement, the employment and restrictive covenant\nagreements and restrictive covenant and confidentiality agreements do not purport to be\ncomplete and are qualified in their entirety by reference to the full text of the Stock Purchase Agreement and the forms of the\napplicable ancillary agreements, copies of which are filed as Exhibits 2.1 and 10.1 through 10.5,\nrespectively, to this Current Report on Form 8-K and are incorporated herein by reference.\n\n \n\nStreeterville\nFinancing\n\n \n\nOn\nAugust 5, 2026, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with Streeterville\nCapital, LLC, a Utah limited liability company (the “Lender”), pursuant to which the Company issued and sold to the Lender\na secured promissory note in the original principal amount of $1,620,000 (the “Streeterville Note”). The Streeterville Note\ncarries an original issue discount of $120,000, which is included in its original principal amount. Accordingly, the purchase price paid\nby the Lender for the Streeterville Note was $1,500,000.\n\n \n\nThe\nStreeterville Note matures 18 months after the date on which the purchase price is delivered to the Company and bears interest on the\noutstanding balance at a rate of 8% per annum, compounded daily on the basis of a 360-day year consisting of twelve 30-day months. The\nCompany may prepay the Streeterville Note in full at any time by paying 110% of the outstanding balance. If the Streeterville Note remains\noutstanding on the six-month anniversary of the purchase price date, a one-time monitoring fee will be added to the outstanding balance,\nsubject to the forgiveness provisions set forth in the Streeterville Note.\n\n \n\nBeginning\non the six-month anniversary of the purchase price date, the Lender may redeem up to $125,000 of the outstanding balance per calendar\nmonth. Upon the occurrence of a Limited Redemption Event, as defined in the Streeterville Note, the Lender may also exercise limited\nredemptions up to the Maximum Limited Redemption Amount, as defined in the Streeterville Note. Each redemption amount is payable in cash\nwithin three trading days after the applicable redemption notice.\n\n \n\nThe\nCompany’s obligations under the Streeterville Note and the other related transaction documents are secured by (i) the first-position\nsecurity interest in substantially all of the Company’s assets granted under the Security Agreement, dated May 13, 2026, between\nthe Company and the Lender (the “Security Agreement”), (ii) a security interest in the Company’s intellectual property\nunder an Intellectual Property Security Agreement (the “IP Security Agreement”) and (iii) a guaranty (the “Guaranty”)\nby Sundial Capital Research Inc., Alpha Edge Media Inc., Aether Grid Inc., Aether Labs, Inc., 537 Greenwich LLC and Aether Compute LLC\n(collectively, the “Guarantors”). The Guaranty covers the Company’s obligations under both the Streeterville Note and\nthe secured promissory note in the original principal amount of $3,240,000 issued to the Lender on May 13, 2026.\n\n \n\nThe\nNote Purchase Agreement requires the Company, among other matters, to maintain its Exchange Act reporting status and the listing or quotation\nof its common stock on Nasdaq, the New York Stock Exchange or NYSE American. Without the Lender’s prior written consent, the Company\ngenerally may not make a Restricted Issuance, as defined in the Note Purchase Agreement, grant additional liens on its assets, sell,\ntransfer or issue equity or voting rights in its subsidiaries, or permit its subsidiaries to incur debt other than in the ordinary course\nof business. The Note Purchase Agreement also restricts the Company from entering into agreements that would prohibit or limit certain\nvariable-rate transactions or issuances of securities to the Lender or its affiliates.\n\n \n\n \n\n \n\n \n\nSo\nlong as the Streeterville Note remains outstanding, the Note Purchase Agreement includes a most-favored-nation provision under which\nspecified more favorable economic terms granted to a future holder of Company debt may, at the Lender’s election, be incorporated\ninto the Streeterville transaction documents. The Note Purchase Agreement provides specified exceptions to certain covenant restrictions,\nincluding exceptions for current or future at-the-market facilities, certain fixed-price primary offerings, a commercial mortgage on\nthe Company’s New York property subject to a $2,000,000 limit and a working capital line of credit subject to a $1,000,000 limit,\nin each case as further described in the Note Purchase Agreement.\n\n \n\nUpon\nthe occurrence of certain trigger events under the Streeterville Note, the Lender may increase the outstanding balance by applying a\n15% trigger effect for each major trigger event or a 5% trigger effect for each minor trigger event, in each case subject to the limitations\nset forth in the Streeterville Note. Trigger events include, among other matters, payment defaults; specified bankruptcy and insolvency\nevents; entry into or consummation of certain fundamental transactions without repayment of the Streeterville Note in full; breaches\nof specified covenants or other material obligations under the transaction documents; materially false or misleading representations;\ncertain reverse stock splits; certain money judgments in excess of $500,000; and certain breaches of other agreements with the Lender\nor its affiliates.\n\n \n\nIf\na trigger event is not cured within the applicable five-trading-day cure period, or automatically upon the occurrence of specified insolvency-related\ntrigger events, the Streeterville Note may become immediately due and payable at the Mandatory Default Amount, as defined in the Streeterville\nNote, and default interest may accrue at 15% per annum. The transaction documents contain arbitration provisions governed by Utah law\nand provide the Lender with specified equitable remedies, including injunctive relief and specific performance, in certain circumstances.\n\n \n\nThe\nforegoing descriptions of the Streeterville Note, the Note Purchase Agreement, the Security Agreement, the IP 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. The Streeterville\nNote, the Note Purchase Agreement, the IP Security Agreement and the Guaranty are filed as Exhibits 4.1, 10.6, 10.7 and 10.8,\nrespectively, to this Current Report on Form 8-K and are incorporated herein by reference. The Security Agreement was previously filed\nas Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2026 and\nis incorporated herein by reference.\n\n \n\nThe\nrepresentations, warranties and covenants contained in the Note Purchase Agreement, the Security Agreement, the IP Security Agreement\nand the Guaranty were made only for purposes of those agreements, were made as of specified dates and solely for the benefit of the parties\nthereto, and may be subject to limitations agreed upon by the contracting parties. Accordingly, those agreements are incorporated herein\nby reference only to provide investors with information regarding their terms and not to provide investors with any other factual information\nregarding 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 before registration\nor qualification under the securities laws of any such state or jurisdiction."}