Aether Holding, Inc. SEC Filings

Aether Holdings, Inc. reported leadership and governance changes. The board appointed Hon Nam Lee (Alvars) as an independent director effective June 1, 2026, increasing the board size to five members and naming him Chair of the Nominating and Corporate Governance Committee. He will serve until the next annual stockholder meeting, receiving an annual cash fee of $30,000 plus $5,000 for his committee chair role, along with reimbursement of reasonable business expenses. The board also approved the transition of Timothy William Murphy from independent director to a director who will additionally serve as the company’s General Counsel, so he will no longer be treated as an independent director under Nasdaq and SEC rules.

Aether Holdings, Inc. has filed a shelf registration statement to offer, from time to time, up to $100,000,000 of various securities, including common stock, preferred stock, debt securities, warrants, rights and units.

The prospectus states offerings will be made in one or more offerings with terms set in prospectus supplements; the company is an emerging growth company and a smaller reporting company.

Aether Holdings, Inc. entered into a financing deal with Streeterville Capital, issuing a secured promissory note with an original principal of $3,240,000.00. The lender funded a $3,000,000.00 purchase price, reflecting a $240,000.00 original issue discount and $30,000.00 of transaction expenses.

The note bears 8.0% annual interest, compounded daily, matures in eighteen months, and can be prepaid at 110% of the outstanding balance. Starting six months after funding, the lender may redeem up to $250,000.00 of principal per month and may add percentage “Trigger Effects” to the balance if specified default events occur.

The company’s obligations are secured by first-position liens on substantially all assets and intellectual property, plus subsidiary guarantees. The purchase agreement imposes restrictions on new debt, subsidiary equity transfers, and certain other financings, with limited exceptions for a commercial mortgage up to $2,000,000.00 and a working capital line up to $1,000,000.00.

Aether Holdings, Inc. reported wider losses and a weaker balance sheet for the three and six months ended March 31, 2026. Revenue was relatively flat at $336,041 for the quarter and $674,845 for six months, but operating expenses more than doubled year over year, driving a six‑month net loss of $2,326,201. Cash fell sharply to $807,957 from $4,418,169 at September 30, 2025, while shareholders’ equity declined to $2,340,882. Management discloses substantial doubt about the company’s ability to continue as a going concern and notes a subsequent $3,240,000 secured promissory note financing intended to bolster liquidity.

Aether Holdings, Inc. reported a much larger quarterly loss while investing heavily in growth. For the three months ended December 31, 2025, revenue was $338,804, slightly below $354,643 a year earlier, but gross margin improved to 80.4%.

Operating expenses rose sharply to $1.6 million, driving a net loss of $1,297,237, or $0.11 per share, versus a $284,989 loss, or $0.03 per share, last year. Cash declined to $1,798,679 from $4,418,169 at September 30, 2025, after $1,008,063 of operating cash use and $1,611,427 of investing outflows.

The company completed several strategic moves, including acquiring New York headquarters property for a total capitalized cost of $1,276,598 and asset purchases such as Coinstack and 21Bitcoin.xyz to expand its newsletter and digital-asset analytics footprint. Management disclosed substantial doubt about Aether’s ability to continue as a going concern without additional capital, despite prior IPO proceeds.

Aether Holdings, Inc. director reports no share ownership. Director Junwei Huo filed an initial ownership report on Form 3 for Aether Holdings, Inc. (ticker ATHR) relating to an event dated 12/18/2025. The filing states in the Explanation of Responses that no securities are beneficially owned.

Aether Holdings, Inc. has changed its independent auditor. The board’s Audit Committee dismissed ZH CPA, LLC and appointed KNAV CPA LLP as the company’s independent registered public accounting firm for the fiscal year ending September 30, 2026, effective January 22, 2026.

ZH’s reports on Aether’s financial statements for the years ended September 30, 2025 and 2024 contained no adverse opinions and were not qualified or modified for uncertainty, audit scope, or accounting principles, although the 2024 report included an explanatory paragraph raising substantial doubt about Aether’s ability to continue as a going concern. The company states there were no disagreements with ZH and no reportable events during the covered periods. ZH has provided a letter to the SEC agreeing or setting out any differences with these disclosures, which Aether has filed as an exhibit.

Aether Holdings, Inc. reported changes to its board of directors. On December 18, 2025, the board appointed Wayne Huo as a director and member of the audit, compensation, investment and treasury, and nominating and governance committees. He brings executive experience from fintech and digital-asset companies, including leading a Nasdaq-listed firm and overseeing finance, governance, and risk management.

Huo will receive an annual retainer of $30,000 for board service and $5,000 per board committee. Separately, on December 14, 2025, director Mang Hei Jaclyn Wu resigned from the board for personal reasons related to a regulatory proceeding involving her and a significant stockholder affiliate. The filing notes no family relationships or related-party transactions for Huo requiring disclosure.