Aether Holdings, Inc. (0002026353) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 12, 2026

Aether Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42595

35-2818803

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

110 Charlton Street, Unit RET B

New York, New York 10014

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (347) 726-8898

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ATHR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 12, 2026, Aether Holdings, Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company had not held an annual meeting of shareholders within 12 months after the end of its fiscal year ended September 30, 2025, the Company no longer complies with Nasdaq Listing Rule 5620(a). The Notice has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.

Pursuant to Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days, or until November 27, 2026, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the Company’s September 30, 2026 fiscal year end, or until March 29, 2027, to regain compliance.

The Company intends to submit a compliance plan within the required period and to take the necessary steps to hold an annual meeting of shareholders within the period permitted by Nasdaq. There can be no assurance that Nasdaq will accept the Company’s plan or that the Company will regain compliance within any extension period that Nasdaq may grant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 16, 2026	Aether Holdings, Inc.

	By:	/s/ Nicolas Lin
		Nicolas Lin
		Chief Executive Officer