Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

On June 25, 2026, Aether Holdings, Inc. (the "Company") entered into the At The Market Offering Agreement (the "Sales Agreement"), with Rodman & Renshaw LLC (the "Sales Agent"), pursuant to which the Company may offer and sell from time to time up to $10,998,532 of shares of the Company's common stock, par value $0.001 per share (the "Shares"), through or to the Sales Agent, as sales agent and/or principal. The offering and sale of the Shares has been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's Registration Statement on Form S-3 (File No. 333-296182) (the "Registration Statement"), which was originally filed with the Securities and Exchange Commission (the "SEC") on May 22, 2026 and declared effective by the SEC on June 2, 2026, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on June 25, 2026 ("Prospectus Supplement"). Investors should read the Registration Statement, the base prospectus and the Prospectus Supplement and all documents incorporated therein by reference.

Sales of the Shares, if any, pursuant to the Sales Agreement, may be made in sales deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through The Nasdaq Capital Market or on any other existing trading market for the Company's common stock. The Sales Agent may also sell Shares in privately negotiated transactions with the Company's consent or in block transactions, in each case as permitted by the Sales Agreement and consistent with the "Plan of Distribution" section of the applicable prospectus supplement. If the Company sells Shares to the Sales Agent as principal, the Company and the Sales Agent will enter into a separate terms agreement setting forth the terms of such sale.

The Company has no obligation to sell any of the Shares under the Sales Agreement, and may at any time suspend offers under the Sales Agreement. The Company may terminate the Sales Agreement upon ten business days' prior written notice, and the Sales Agent may terminate the Sales Agreement at any time, in each case as set forth in the Sales Agreement. The Sales Agent will act as sales agent and will use commercially reasonable efforts to sell on the Company's behalf all of the Shares requested to be sold by the Company, consistent with its normal trading and sales practices and applicable law and regulations, on mutually agreed terms between the Sales Agent and the Company (including any price or size limits or other customary parameters or conditions the Company may impose). The Company currently intends to use the net proceeds from the offering, if any, as described in the prospectus supplement.

The Sales Agreement contains customary representations, warranties and agreements by the Company, as well as indemnification obligations of the Company for certain liabilities under the Securities Act. Under the terms of the Sales Agreement, the Company will pay the Sales Agent a commission of up to 3.0% of the gross proceeds from sales of Shares sold pursuant to the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Sales Agent in connection with the offering.

The Shares will be sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement and the accompanying base prospectus.This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Venable LLP, counsel to the Company, has issued an opinion to the Company, dated June 25, 2026 regarding the validity of the Shares. A copy of the opinion is filed herewith as Exhibit 5.1.

The description of the material terms of the Sales Agreement is not intended to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.