Aether Holdings, Inc.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. However, we are voluntarily providing risk factor updates as described in this Item 1A.

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.

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.

On March 19, 2026, Mr. 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. On June 3, 2026, the District Court remanded the action back to the Superior Court of Los Angeles County. 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. The action is in the discovery phase.

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.

Our secured indebtedness to Streeterville Capital, LLC, and the restrictive covenants, redemption provisions and default remedies contained in the related transaction documents, may restrict our business and operations, adversely affect our liquidity and permit Streeterville to foreclose on substantially all of our assets.

On May 13, 2026, we entered into a Note Purchase Agreement with Streeterville Capital, LLC, or Streeterville, pursuant to which we issued to Streeterville a secured promissory note in the original principal amount of $3.24 million, including a $240,000 original issue discount, for a purchase price of $3.0 million, which we refer to as the May Note. On August 5, 2026, we entered into a Note Purchase Agreement with Streeterville, pursuant to which we issued to Streeterville a secured promissory note in the original principal amount of $1.62 million, including a $120,000 original issue discount, for a purchase price of $1.5 million, which we refer to as the August Note and, together with the May Note, the Streeterville Notes. The aggregate original principal amount of the Streeterville Notes is $4.86 million, compared with aggregate purchase prices of $4.5 million, before giving effect to payments, accrued interest, monitoring fees, trigger-event balance increases, default interest and other amounts that may become payable under the Streeterville Notes and the related transaction documents. Certain of our subsidiaries have guaranteed our obligations under both Streeterville Notes.

Each Streeterville Note bears interest at 8% per annum, compounded daily, and matures 18 months after its applicable purchase price date. We may prepay either Streeterville Note in full only by paying 110% of its then-outstanding balance. In addition, if either Streeterville Note remains outstanding on the six-month anniversary of its applicable purchase price date, a one-time monitoring fee will be added to the outstanding balance of that Note, subject to specified forgiveness provisions. Accordingly, the stated interest rates do not reflect the full potential economic cost of the Streeterville Notes, which also includes the original issue discounts, prepayment premiums, potential monitoring fees and any balance increases or default interest that may become payable.

Beginning six months after the applicable purchase price date, Streeterville may require us to redeem up to $250,000 of the outstanding balance of the May Note and up to $125,000 of the outstanding balance of the August Note per calendar month. Once the redemption periods for both Streeterville Notes have commenced, Streeterville may therefore require scheduled redemptions of up to $375,000 in the aggregate per calendar month. Each Streeterville Note also permits additional limited redemptions if our common stock trades at or above the price threshold specified in the applicable Note, with the maximum limited-redemption amount determined by reference to trading volume. Under each Streeterville Note, limited redemptions do not reduce the otherwise applicable monthly redemption limit. Redemption amounts under each Streeterville Note, including limited redemptions, are payable in cash within three Trading Days following Streeterville’s delivery of the applicable redemption notice. Any redemption paid in cash would reduce the cash available for working capital, acquisitions, product development and other corporate purposes. Our operations may not generate sufficient cash to make required redemptions, pay monitoring fees or other amounts that may be added to the outstanding balances, repay the Streeterville Notes at maturity or satisfy accelerated payment obligations following an event of default. We may also be unable to refinance the Streeterville Notes on acceptable terms or at all. The payment obligations under the two Streeterville Notes may overlap, and additional limited redemptions or other balance adjustments could materially increase the amounts payable during a particular period.

Our obligations under the May Note are secured by a first-position lien, subject to permitted liens, on substantially all of our assets, including our intellectual property. The August Note is also secured by substantially all of our assets and intellectual property under the applicable security documents. Certain of our subsidiaries have guaranteed our obligations under both Streeterville Notes. If an event of default occurs, Streeterville may seek to foreclose on all or a portion of the collateral or pursue one or more guarantors. Any such action could result in the loss of assets necessary to operate our business and could adversely affect the liquidity and operations of our subsidiaries and force us to curtail or cease some or all of our operations.

In a bankruptcy, insolvency, liquidation or reorganization, Streeterville would generally have secured claims against the collateral, subject to applicable bankruptcy law, the validity and perfection of its liens, permitted liens and claims entitled to priority under applicable law. The value of our assets may not be sufficient to satisfy the amounts owing to Streeterville and our other creditors. As a result, holders of our common stock could receive little or no value in such a proceeding.

Each Note Purchase Agreement contains substantially similar affirmative and negative covenants that may restrict our business and financing activities. Subject to specified exceptions, these provisions restrict or require Streeterville’s prior consent with respect to our ability, and the ability of our subsidiaries, to, among other things:

Some of these covenants, including those relating to the continued listing and trading of our common stock, may be affected by market, regulatory or other circumstances that are not entirely within our control. The covenants may also limit our ability to obtain additional financing, negotiate favorable financing terms, conduct acquisitions or other strategic transactions, capitalize our subsidiaries, dispose of assets or respond to changes in our business and market conditions. A failure to comply with a covenant could result in a trigger event or event of default even if we are otherwise able to make scheduled payments under the Streeterville Notes.

Each Note Purchase Agreement also contains a most-favored-nation provision. If, while the applicable Streeterville Note remains outstanding, we issue a debt security containing an economic term or condition more favorable to the holder, or another holder-favorable term that was not similarly provided to Streeterville, Streeterville may elect to incorporate that term into the applicable Streeterville financing documents. If we fail to provide the required notice and Streeterville subsequently becomes aware of the more favorable term, the incorporation may be retroactive to the date on which the term was granted. This provision could increase our obligations to Streeterville, make future debt financing more costly or difficult to negotiate, or discourage potential financing sources from providing capital on terms that would trigger the provision.

Each Streeterville Note contains broad trigger-event provisions. Following a trigger event, Streeterville may increase the outstanding balance of the affected Streeterville Note by applying a 15% adjustment for each major trigger event or a 5% adjustment for each minor trigger event, subject to the limits set forth in the applicable Note. Trigger events under each Streeterville Note include, among other matters, payment defaults, breaches of covenants or other material obligations, materially false or misleading representations, certain insolvency events, and the entry into or consummation of certain fundamental transactions without repayment of the applicable Streeterville Note or Streeterville’s consent. Each Streeterville Note also includes trigger events relating to certain reverse stock splits, certain judgments exceeding $500,000 and material breaches by us or our subsidiaries of certain other agreements. Because the definition of other agreements is broad, a breach of an agreement that is not itself a Streeterville financing document could result in an increase in the outstanding balance of the applicable Streeterville Note or the exercise of other remedies by Streeterville.

If a trigger event is not cured within the applicable cure period, it may become an event of default. Specified insolvency-related trigger events may result in an automatic event of default and acceleration. Following an event of default, the outstanding balance of the affected Streeterville Note and other amounts payable under the applicable financing documents may become immediately due and payable, and default interest may accrue at 15% per annum. Under each Note Purchase Agreement, Streeterville may also seek injunctive relief or specific performance. Following an event of default under the applicable Streeterville Note, Streeterville may seek an injunction prohibiting us from issuing common or preferred stock unless 50% of the gross proceeds from the issuance are simultaneously applied to that Note. Streeterville may also seek to prevent the consummation of certain fundamental transactions unless the applicable Streeterville Note is repaid in full at closing or Streeterville provides its written consent. The availability or exercise of these remedies could prevent or delay financings or strategic transactions that our board of directors otherwise believes would be in the best interests of our company and stockholders.

If we are unable to comply with the applicable covenants, make required redemptions or other payments, or repay accelerated amounts, Streeterville could exercise its contractual and secured-creditor remedies, including foreclosure on all or a portion of the collateral and enforcement of the subsidiary guarantees. Any such actions could materially impair our liquidity, restrict or prevent us from obtaining additional financing, disrupt our business and force us to curtail or cease some or all of our operations.