{"url_path":"/sec/athr/8-k/2026-08-11/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":218,"has_tables":true,"body_markdown":"**Item\n3.02 Unregistered Sales of Equity Securities.**\n\n \n\nAt\nthe closing of the Acquisition, the Company sold and agreed to issue an aggregate of 686,823 Transaction Shares to the\nSellers as partial consideration for the acquired equity interests. The Transaction Shares had a stated aggregate value of approximately\n$2.7 million, determined using the VWAP, as defined in the Stock Purchase Agreement. No underwriter, placement agent or broker\nreceived any underwriting discount, placement fee or selling commission in connection with the issuance.\n\n \n\nThe\nTransaction Shares were offered and issued in a privately negotiated transaction in reliance upon the exemption from registration provided\nby Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated\nthereunder. In connection with the issuance, each Seller represented, among other matters, that the Seller was acquiring the Transaction\nShares for investment and not with a view to distribution, was an accredited investor or otherwise qualified for the exemption relied\nupon, had sufficient knowledge and access to information to evaluate the investment, and had not been solicited through general solicitation\nor general advertising. The Transaction Shares constitute restricted securities within the meaning of Rule 144 under the Securities Act\nand are subject to restrictive legends, stop-transfer instructions, the lock-up and leak-out agreements and the Company’s insider-trading\npolicy."}