Aether Holdings, Inc. Common Stock

Aether Holdings (ATHR) filed a 424B5 prospectus supplement on June 25, 2026 to sell up to $10,998,532 of common stock in an at-the-market (ATM) offering through Rodman & Renshaw LLC at a 3.0% sales commission, referencing a share price of $3.19 as of June 23, 2026. The company's public float was approximately $33.0 million as of June 24, 2026 (12.1M total shares outstanding, ~4.1M held by affiliates), so this $11M ATM represents up to ~33% of the non-affiliate float — the maximum permitted under the baby shelf rules. This is live dilution happening now for a small-cap; the dribble-out structure gives management pricing flexibility but signals meaningful capital needs relative to ATHR's current market size.

Aether Holdings (ATHR) entered into an At the Market Offering Agreement with Rodman & Renshaw LLC on June 25, 2026, authorizing the sale of up to $10,998,532 of its common stock through the sales agent at a 3.0% commission. The offering is registered under ATHR's S-3 (File No. 333-296182, effective June 2, 2026), with the prospectus supplement filed simultaneously on June 25, 2026; ATHR has no obligation to sell any specific amount and the offering terminates when the $11M cap is reached or the agreement is terminated. This 8-K is the agreement-entry companion to the concurrent 424B5 prospectus supplement — together they initiate an ATM dilution mechanism giving ATHR flexible access to up to ~$11M in equity capital.

Aether Holdings (ATHR) appointed Hon Nam Lee (Alvars) as an independent director effective June 1, 2026, expanding the Board to five members, with Mr. Lee serving as Chair of the Nominating and Corporate Governance Committee. He will receive annual cash compensation of $30,000 plus $5,000 for Committee Chair service, along with standard expense reimbursement and indemnification agreements. This is a routine board expansion for an emerging growth company — administrative with no financial impact.

Aether Holdings (ATHR) filed a Form S-3 shelf registration statement on May 22, 2026 (Registration No. 333-296182), covering the continuous or delayed offering of securities, which was declared effective by the SEC on June 2, 2026. As a smaller reporting company and emerging growth company with a ~$33M public float, ATHR is subject to baby shelf rules limiting any single offering to one-third of public float. This S-3 is the enabling vehicle for the subsequent ATM offering — the shelf filing itself is administrative and preparatory, with the dilutive risk crystallizing in the later 424B5 prospectus supplement.

Aether Holdings (ATHR) issued a secured promissory note to Streeterville Capital LLC on May 13, 2026, with an original principal of $3,240,000 (including $240,000 OID) for net proceeds of $3,000,000 after a $30,000 expense deduction. The note bears 8% annual interest compounded daily, matures 18 months from funding, and may be prepaid at 110% of outstanding balance; beginning at month six, Streeterville may redeem up to $250,000 per calendar month, and all obligations are secured by a first-position lien on substantially all of ATHR's assets. This is expensive secured debt for a small-cap with recurring monthly redemption pressure — the subsequent S-3 and ATM offering are likely intended in part to build a liquidity buffer against these redemption obligations.