Aterian, Inc.
95.70%
249,900,000
1757715
Jul 16, 2026
Sep 10, 2026, 05:53 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Lazar David E. | Individual | 95.70% | 249,900,000 | 249,900,000 | 0 |
Disclosure Items (7)
Common Stock, $0.0001 par value
Aterian, Inc.
350 Springfield Avenue, Summit, NJ, 07901
This statement is filed by David Elliot Lazar (the "Reporting Person").
The principal business address of the Reporting Person is 44, Tower 100, The Towers, Winston Churchill, San Francisco, Paitilla, Panama City, Panama 07196.
The Reporting Person is the Chairperson of the board of directors of the Issuer and Chief Executive Officer of the Issuer.
The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Reporting Person is a citizen of Portugal.
Securities Purchase Agreement On April 27, 2026, the Issuer entered into a Securities Purchase Agreement (the "SPA") with the Reporting Person, pursuant to which the Issuer agreed to issue and sell, in a private placement transaction, 1,750,000 Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Stock") and 1,750,000 Series AAA Convertible Non-Redeemable Preferred Stock of the Issuer (the "Series AAA Preferred Stock" and together with the Series AA Preferred Stock of the Issuer, the "Preferred Stock") of the Issuer, which are convertible into an aggregate of 249,900,000 shares of the Issuer's Common Stock, with an aggregate stated value of $7 million. Each share of Series AA Preferred Stock is convertible into 7.7 shares of the Issuer's Common Stock at a conversion price of $0.25974 per share, and each share of Series AAA Preferred Stock is convertible into 135.1 shares of Common Stock of the Issuer at the conversion price set forth in the Certificate of Designation of Preferences and Rights of Series AAA Convertible Non-Redeemable Preferred Stock, in each case on the terms and conditions set forth in the applicable Certificate of Designation, as discussed below. Pursuant to the Securities Purchase Agreement, the Issuer agreed to use commercially reasonable efforts to hold a meeting of its stockholders to submit to its stockholders for their consideration, among other matters, the approval of the issuance of the shares of Common Stock of the Issuer issuable upon conversion of the Preferred Stock of the Issuer, an amendment to the Issuer's certificate of incorporation to increase the number of authorized shares of Common Stock of the Issuer, a reverse stock split of the Common Stock of the Issuer and the election of the Reporting Person's nominees to the Issuer's board of directors (the "Board") (collectively, the "Stockholder Approval"). Further, pursuant to the Securities Purchase Agreement, effective as of the closing of the purchase of the Series AA Preferred Stock and for so long as the Reporting Person holds any securities of the Issuer, the Reporting Person has the right to designate a director to be nominated, elected or appointed to the Board. Immediately prior to the execution of the Securities Purchase Agreement, the Reporting Person was appointed to the Board as a Class II director with a term expiring at the Issuer's 2027 annual meeting of stockholders. Following receipt of the Stockholder Approval, the Reporting Person also has the right to recommend up to four individuals to be nominated for election to the Board. On April 27, 2026, the Issuer consummated the private placement of the Series AA Preferred Stock pursuant to the Securities Purchase Agreement (the "First Closing"). At the First Closing, the Reporting Person purchased 1,750,000 shares of Series AA Preferred Stock of the Issuer for an aggregate purchase price of $3.5 million. On July 17, 2026, the Issuer's stockholders approved the proposals constituting the Stockholder Approval. On the same date, the Issuer consummated the private placement of the Series AAA Preferred Stock of the Issuer pursuant to the Securities Purchase Agreement (the "Second Closing"). At the Second Closing, the Reporting Person purchased 1,750,000 shares of Series AAA Preferred Stock of the Issuer for an aggregate purchase price of $3.5 million. The Reporting Person paid the aggregate $7.0 million purchase price for the Preferred Stock of the Issuer using cash on hand. Preferred Stock; Certificate of Designations The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series AA Preferred Stock are set forth in the Certificate of Designation of Preferences and Rights of Series AA Convertible Non-Redeemable Preferred Stock of the Issuer (the "Series AA Certificate of Designation"), which was filed with the Secretary of State of the State of Delaware on April 27, 2026, in connection with the First Closing. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series AAA Preferred Stock of the Issuer are set forth in the Certificate of Designation of Preferences and Rights of Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Certificate of Designation" and, together with the Series AA Certificate of Designation, the "Certificates of Designation"), which was filed with the Secretary of State of the State of Delaware on July 17, 2026 in connection with the Second Closing. The Series AA Preferred Stock of the Issuer and the Series AAA Preferred Stock of the Issuer rank on parity with each other and senior to the Common Stock of the Issuer and any other class or series of capital stock of the Issuer designated as ranking junior to the Preferred Stock of the Issuer, in each case with respect to distributions of assets upon the liquidation, dissolution or winding up of the Issuer. In the event of any such liquidation, dissolution or winding up, each holder of Preferred Stock of the Issuer is entitled to receive, before any distribution to holders of Common Stock of the Issuer or junior securities, an amount per share equal to the greater of (i) $2.00, subject to adjustment, plus any dividends declared but unpaid thereon, and (ii) the amount that would have been payable had such share of Preferred Stock of the Issuer been converted into Common Stock of the Issuer immediately prior to such liquidation, dissolution or winding up. The holders of Preferred Stock of the Issuer are entitled to receive dividends equal to, on an as-converted-to-Common-Stock basis, and in the same form and manner as, dividends actually paid on shares of Common Stock of the Issuer, subject to the terms of the Securities Purchase Agreement, including the Reporting Person's waiver of any right to receive or participate in certain distributions relating to the Issuer's legacy assets and the proceeds of the Issuer's asset sale. Except as otherwise required by law or expressly provided in the Certificates of Designation, the Preferred Stock of the Issuer generally does not have voting rights. The consent of holders of a majority of the outstanding Preferred Stock of the Issuer is required for certain actions that would adversely alter or change the powers, preferences, rights or privileges of the Preferred Stock of the Issuer, increase or decrease the authorized number of shares of Preferred Stock of the Issuer or otherwise amend the Issuer's organizational documents in a manner adverse to the Preferred Stock of the Issuer. Following receipt of the Stockholder Approval, each share of Series AA Preferred Stock of the Issuer became convertible, at the option of the holder, into 7.7 shares of Common Stock of the Issuer, based on a conversion price of $0.25974 per share, subject to adjustment as set forth in the Series AA Certificate of Designation. Each share of Series AAA Preferred Stock of the Issuer became convertible, at the option of the holder, into 135.1 shares of Common Stock of the Issuer, based on the conversion price set forth in the Series AAA Certificate of Designation and subject to adjustment as provided therein. The conversion prices of the Preferred Stock of the Issuer are subject to customary adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar transactions. The Preferred Stock of the Issuer is also subject to price-based anti-dilution adjustments under which, if the Issuer or any of its subsidiaries issues Common Stock of the Issuer or Common Stock of the Issuer equivalents at an effective price per share below the applicable conversion price, the applicable conversion price generally will be reduced to such lower price, subject to the terms and exceptions set forth in the applicable Certificate of Designation. On August 4, 2026, the Reporting Person converted 875,000 shares of Series AA Preferred Stock of the Issuer into 6,737,500 shares of Common Stock of the Issuer. Following such conversion, the Reporting Person continued to hold 875,000 shares of Series AA Preferred Stock of the Issuer and 1,750,000 shares of Series AAA Preferred Stock of the Issuer. The foregoing descriptions of the Securities Purchase Agreement and the Certificates of Designation do not purport to be complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement, which is filed as Exhibit 99.1 hereto, the Form of Certificate of Designations of Series AA Convertible Non-Redeemable Preferred Stock, which is filed as Exhibit 99.2 hereto, and the Form of Certificate of Designations of Series AAA Convertible Non-Redeemable Preferred Stock, which is filed as Exhibit 99.3 hereto, each of which is incorporated herein by reference.
The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page hereto.
(i) Sole power to vote or to direct the vote: See Item 7 on the cover page(s) hereto. (ii) Shared power to vote or to direct the vote: See Item 8 on the cover page(s) hereto. (iii) Sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. (iv) Shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto.
Except as otherwise described herein, including the acquisitions of shares or derivative securities of the Issuer as disclosed in Item 3 of this Schedule 13D, no transactions in the shares of Common Stock of the Issuer were effected during the past sixty days by the Reporting Person.
No other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Issuer covered by this Schedule 13D.
Not applicable.
The descriptions of the SPA set forth in Items 3 and 4 of this Schedule 13D are incorporated herein by reference. Pursuant to the SPA, the Reporting Person is subject to transfer restrictions, anti-hedging and short-sale covenants, and participation rights with respect to securities of the Issuer, and has waived the right to receive or participate in certain distributions relating to the Issuer's legacy assets and asset-sale proceeds. Voting Agreement In connection with the transactions contemplated by the SPA, the directors and executive officers (including the Reporting Persons) of the Issuer agreed to enter into a voting agreement, dated April 27, 2026 (the "Voting Agreement"), pursuant to which each of them agreed, in their capacity as stockholders of the Issuer, to vote all of their shares of Common Stock of the Issuer in favor of all proposals recommended by the Board at the special meeting of the Issuer's stockholders with respect to the transaction contemplated in the SPA and at any subsequent meeting of the stockholders of the Issuer until the termination of the Voting Agreement. The foregoing description of the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Form of Voting Agreement, which is filed as Exhibit 99.4 hereto. Except as otherwise described in this Schedule 13D, the Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to the Common Stock of the Issuer or any other securities of the Issuer.
99.1 Securities Purchase Agreement, dated as of April 27, 2026, by and between the Issuer and the Reporting Person (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 29, 2026). https://www.sec.gov/Archives/edgar/data/1757715/000143774926013884/ex_951953.htm 99.2 Form of Certificate of Designations of Series AA Convertible Non-Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 29, 2026). https://www.sec.gov/Archives/edgar/data/1757715/000143774926013884/ex_951852.htm 99.3 Form of Certificate of Designations of Series AAA Convertible Non-Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 20, 2026). https://www.sec.gov/Archives/edgar/data/1757715/000143774926023879/ex_989865.htm 99.4 Form of Voting Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 29, 2026). https://www.sec.gov/Archives/edgar/data/1757715/000143774926013884/ex_951854.htm