公司擬將所得款項淨額用於補充招股書所述的用途（具體未在8-K中詳述）。Venable LLP已就股份有效性出具法律意見書，隨附於Exhibit 5.1。

false
 0002026353
 
 
 
 
 
 
 
 0002026353
 
 
 2026-06-25
 2026-06-25
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 

 

 

 

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): June 25, 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)
  
 (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
June 25, 2026, Aether Holdings, Inc. (the “Company”) entered into the At The Market Offering Agreement (the “Sales
Agreement”), with Rodman & Renshaw LLC (the “Sales Agent”), pursuant to which the Company may offer and sell from
time to time up to $10,998,532 of shares of the Company’s common stock, par value $0.001 per share (the “Shares”),
through or to the Sales Agent, as sales agent and/or principal. The offering and sale of the Shares has been registered under the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File
No. 333-296182) (the “Registration Statement”), which was originally filed with the Securities and Exchange Commission (the
“SEC”) on May 22, 2026 and declared effective by the SEC on June 2, 2026, the base prospectus contained within the Registration
Statement, and a prospectus supplement that was filed with the SEC on June 25, 2026 (“Prospectus Supplement”).
Investors should read the Registration Statement, the base prospectus and the Prospectus Supplement and all documents incorporated therein
by reference.

 

Sales
of the Shares, if any, pursuant to the Sales Agreement, may be made in sales deemed to be an “at the market offering” as
defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through The Nasdaq Capital
Market or on any other existing trading market for the Company’s common stock. The Sales Agent may also sell Shares in privately
negotiated transactions with the Company’s consent or in block transactions, in each case as permitted by the Sales Agreement and
consistent with the “Plan of Distribution” section of the applicable prospectus supplement. If the Company sells Shares
to the Sales Agent as principal, the Company and the Sales Agent will enter into a separate terms agreement setting forth the terms of
such sale.

 

The
Company has no obligation to sell any of the Shares under the Sales Agreement, and may at any time suspend offers under the Sales Agreement.
The Company may terminate the Sales Agreement upon ten business days’ prior written notice, and the Sales Agent may terminate the
Sales Agreement at any time, in each case as set forth in the Sales Agreement. The Sales Agent will act as sales agent and will use commercially
reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by the Company, consistent with its normal
trading and sales practices and applicable law and regulations, on mutually agreed terms between the Sales Agent and the Company (including
any price or size limits or other customary parameters or conditions the Company may impose). The Company currently intends to use
the net proceeds from the offering, if any, as described in the prospectus supplement.

 

The
Sales Agreement contains customary representations, warranties and agreements by the Company, as well as indemnification obligations
of the Company for certain liabilities under the Securities Act. Under the terms of the Sales Agreement, the Company will pay the Sales
Agent a commission of up to 3.0% of the gross proceeds from sales of Shares sold pursuant to the Sales Agreement. In addition, the Company
has agreed to reimburse certain expenses incurred by the Sales Agent in connection with the offering.

 

The Shares will be sold pursuant to the Registration Statement,
and offerings of the Shares will be made only by means of the Prospectus Supplement and the accompanying base prospectus.
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 these 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.

 

Venable
LLP, counsel to the Company, has issued an opinion to the Company, dated June 25, 2026 regarding the validity of the Shares. A
copy of the opinion is filed herewith as Exhibit 5.1.

 

The
description of the material terms of the Sales Agreement is not intended to be complete and is qualified in its entirety by reference
to the Sales Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.

 

Item 9.01
Financial Statements and Exhibits.

 

(d)
Exhibits

 

 
 1.1
  
 At
 The Market Offering Agreement, dated June 25, 2026, by and between Aether Holdings, Inc. and Rodman & Renshaw LLC.

 
 5.1
  
 Opinion of Venable LLP

 
 23.1
  
 Consent of Venable LLP (contained in Exhibit 5.1)

 
 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document)

 

 

  

  

 

 

SIGNATURES

 

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.

 

 
  
 Aether Holdings, Inc.

 
  
  
  

 
 Date:
 June 25, 2026
 By: 
 /s/ Nicolas Lin 

 
  
  
 Nicolas Lin

 
  
  
 Chief Executive Officer