Aether Holdings, Inc.

Current report

Our management is currently involved in litigation proceedings with one of our former directors who has brought claims against us for breach of contract and promissory fraud. If we were to receive an adverse ruling, it could materially and adversely affect our reputation, cause us to incur significant judgment or settlement costs in cash or equity securities, and adversely affect our stock price.

Current report

On March 19, 2026, David Mandel, a former member of our board of directors, filed a complaint against us, Nicolas Lin, our Chief Executive Officer and Chairman, and certain Doe defendants in the Superior Court of the State of California, County of Los Angeles, Case No. 26STCV08877. On April 24, 2026, we removed the action to the United States District Court for the Central District of California, Case No. 2:26-cv-04423. The complaint alleges breach of oral contract and promissory fraud based on allegations that we and Mr. Lin offered Mr. Mandel the position of our Chief Executive Officer for a three-year term at an annual salary of $220,000 and an equity interest equal to 7.5% of our equity, vesting in tranches over a three-year period. Mr. Mandel seeks damages in excess of $11.46 million, punitive damages and such other relief as the court may deem appropriate. We believe the claims are without merit and intend to defend the action vigorously.

Current report

Defending against Mr. Mandel’s legal action could cause us to incur significant expenses and consume large amounts of our management’s time and attention. If Mr. Mandel were to prevail, an adverse ruling on such a claim could materially and adversely affect our reputation, cause us to incur significant judgment or settlement costs in cash or equity securities and could adversely affect our stock price. See the section above entitled “Item 1. Legal Proceedings – Mandel v. Aether Holdings, Inc., et. al.” and the sections in our Annual Report on Form 10-K filed with the SEC on December 17, 2025, entitled “Business - Recent Developments - Dispute with Former Director” and “Business – Recent Developments – Removal of Director” for additional information regarding the legal action, dispute and Mr. Mandel’s removal.

Current report

Covenants and other provisions in the Note Purchase Agreement with Streeterville Capital, LLC pursuant to which we issued a Secured Promissory Note may restrict our business and operations, and if we do not effectively manage our covenants, our financial condition and results of operations could be adversely affected. In addition, our operations may not provide sufficient cash to meet the repayment obligations of our debt incurred under the Note Purchase Agreement and the Secured Promissory Note.

Current report

Pursuant to the Note Purchase Agreement, we granted to Streeterville Capital, LLC a security interest in substantially all of our assets, including our intellectual property. If an event of default occurs under the Note Purchase Agreement, Streeterville Capital, LLC may foreclose on its security interest and liquidate some or all of these assets, which would harm our business, financial condition and results of operations.

Current report

In the event of a default in connection with our bankruptcy, insolvency, liquidation, or reorganization, Streeterville Capital, LLC would have a prior right to substantially all of our assets to the exclusion of our general unsecured creditors. Only after satisfying the claims of Streeterville Capital, LLC and any unsecured creditors would any amount be available for our equity holders. The pledge of these assets and other restrictions imposed in the Note Purchase Agreement may limit our flexibility in raising capital for other purposes. Because substantially all of our assets are pledged to secure the Note, our ability to incur additional indebtedness or to sell or dispose of assets to raise capital may be impaired, which could have an adverse effect on our financial flexibility.

Current report

In addition, if we are unable to comply with certain covenants in the Note Purchase Agreement, we may be limited in our business activities and access to credit or may default under the Note Purchase Agreement. Provisions in the Note and Note Purchase Agreement impose restrictions or require prior approval on our ability, and the ability of our subsidiaries to, among other things:

Current report

The Note Purchase Agreement also contains certain other covenants, which we may not be able to comply with in the future. Our failure to comply with these covenants may result in the declaration of an event of default, which, if not cured or waived, may result in the acceleration of our repayment obligations under the Note. If the maturity of our indebtedness is accelerated, we may not have sufficient funds available for repayment or we may not have the ability to borrow or obtain sufficient funds to replace the accelerated indebtedness on terms acceptable to us or at all. Our failure to repay our obligations under the Note would result in Streeterville Capital, LLC foreclosing on all or a portion of our assets, which could force us to curtail or cease our operations.

Current report

During the six months ended March 31, 2026, the Company did not conduct any unregistered sales of equity securities.

Previous report

There is substantial doubt about our ability to continue as a going concern, and this may adversely affect our stock price and ability to raise capital.

Previous report

In connection with the preparation of our condensed consolidated financial statements for the three months ended December 31, 2025, management evaluated whether there were conditions and events, considered in the aggregate, that raise substantial doubt about our ability to meet our obligations as they become due over the next twelve months from the date of the issuance of the financial statements. Since inception we have incurred recurring losses and negative cash flows from operations, resulting in an accumulated deficit of $6,495,444 as of December 31, 2025. For the three months ended December 31, 2025, we incurred a net loss of $1,297,237 and used cash in operating activities of $1,008,063. We intend to fund operating costs over the next twelve months primarily through the use of remaining IPO proceeds and, if necessary, through additional financings from public or private offerings of equity or debt securities. However, there can be no assurance that such financing will be available on acceptable terms, or at all. The substantial doubt about our ability to continue as a going concern may adversely affect the price of our common stock, may negatively impact relationships with third parties with whom we do business, and may negatively impact our ability to raise capital and implement our business plan.

Previous report

On December 22, 2025, we issued 16,750 shares of our common stock to Ryan Allis and 8,375 shares of our common stock to Mike Gavella in a private placement at a price of $5.97 per share, as part of the consideration for the Coinstack acquisition discussed inItem 5. Other Information – Coinstack Acquisition below. The shares of common stock were issued to Mr. Allis and Mr. Gavella in reliance upon one or more exemptions from the registration requirements of the Securities Act found, including Section 4(a)(2) thereof.

Current report — wording carried from elsewhere

For our current risk factors relating to our operations, other than as set forth below, see the section entitled “Risk Factors” contained in our Annual Report.