Aether Holdings, Inc.
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
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Dec 31, 2025 · Filed Feb 17, 2026
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Item 5. Other Information
Coinstack Acquisition
On December 22, 2025, our subsidiary AEM completed the acquisition of substantially all of the assets used in connection with Hive Global, Inc.’s Coinstack newsletter business (the “Coinstack Acquisition”) pursuant to the Purchase Agreement and a Bill of Sale and Assignment of Assets dated December 22, 2025 (the “Bill of Sale”). Under the Purchase Agreement, the acquired assets include an institutional crypto newsletter and media platform which reaches more than 340,000 subscribers across hedge funds, venture capital firms, family offices, and digital-asset market participants. The platform delivers curated insights covering Bitcoin, Ethereum, digital assets, DeFi, and broader blockchain market trends.
The total consideration paid for the Coinstack Acquisition was $500,000, consisting of $350,000 in cash and $150,000 of our common stock, subject to a 6-month lock up, with the number of shares issued equal to $150,000 divided by the closing price per share of the Company’s common stock on December 19, 2025, or $5.97 per share, for a total issuance of 25,125 shares of our common stock. We funded the cash portion of the purchase price with cash on hand.
The assets acquired included the Coinstack brand and related intellectual property (including trademarks and trade names), Coinstack’s content library and associated copyrights, domain names, websites and social media accounts, and the newsletter’s subscriber lists. In addition, Ryan Allis and Mike Gavela of Hive Global, Inc. have agreed to provide certain post-closing services to us. Mr. Allis has agreed to provide a column in addition to the regular newsletter for a period of 12 months, with an option for us to extend these services for no additional fee. Mr. Gavela will provide post-closing transition services, including sponsor introductions, renewal of outreach support, transferring sponsor materials and processes, and training a new team on advertising operations and weekly production workflow.
Under the Coinstack Agreement, Hive Global, Inc., Mr. Allis and Mr. Gavela are prohibited from soliciting subscribers for a period of 24 months and must keep all nonpublic information about the assets confidential. We did not assume any liabilities except obligations under certain sponsorship/advertising placements that were scheduled to run after closing and which were expressly identified and mutually agreed upon, and obligations arising after closing solely from our operation of the purchased assets. In addition, the Coinstack Agreement contains other customary representations, warranties and covenants of the parties.
The foregoing discussion of the Purchase Agreement and Bill of Sale is qualified in its entirety by the full text of the agreements, copies of which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Quarterly Report on Form 10-Q.
Trading Plans and Arrangements
No director or Section 16 officer adopted orterminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a “non-Rule 10b5-1” trading arrangement during the periods reported in this Form 10-Q.
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