Aether Holdings, Inc. 8-K

What Happened

• Aether Holdings, Inc. announced on May 13, 2026 that it entered into a Note Purchase Agreement with Streeterville Capital, LLC and issued a secured promissory note with an original principal amount of $3,240,000. The note carried a $240,000 original issue discount and the company received $3,000,000 in cash after paying $30,000 for transaction expenses. The Note matures 18 months after the purchase price date and bears interest at 8.0% per annum, compounded daily.

Key Details

• Lender: Streeterville Capital, LLC; Original principal: $3,240,000 (includes $240,000 original issue discount); Net proceeds to company: $3,000,000 (after $30,000 fee).
• Term & cost: 18‑month maturity; 8.0% annual interest (compounded daily); prepayment in full requires payment of 110% of the outstanding balance.
• Security & guarantees: first‑priority security interest in substantially all assets, first‑priority security interest in intellectual property, and guaranty by the company’s subsidiaries.
• Additional mechanics & protections: if outstanding at six months a monitoring fee may be added; lender may redeem up to $250,000 per calendar month beginning at six months; trigger events (e.g., payment defaults, insolvency, certain breaches) can increase the outstanding balance by 15% for major triggers or 5% for minor triggers and may accelerate repayment and raise default interest to 15% per year. The agreement contains covenants limiting issuances, liens and subsidiary indebtedness and includes limited exceptions (e.g., up to $2M commercial mortgage on NY property, up to $1M working capital line).

Why It Matters

• This filing creates a new, secured financial obligation for Aether (Item 2.03): $3.24M in face value debt with $3.0M cash proceeds, which affects the company’s capital structure and liquidity.
• The loan’s security, tight covenants, redemption rights, trigger penalties and high default remedies (including potential 15% default interest and balance increases) make this a meaningful financing arrangement investors should monitor for potential impacts on cash flow, flexibility and downside risk if covenants are breached or triggers occur.