13D Filings
Aterian, Inc.
ATER
Amendment
Ownership

3.10%

Total Shares

8,038,030

Issuer CIK

1757715

Event Date

Sep 24, 2026

Accepted

Sep 29, 2026, 09:34 PM

Reporting Persons (1)
NameType% of ClassAggregateSole VotingShared Voting
Lazar David E.
Individual
3.10%8,038,0308,038,0300
Disclosure Items (6)

Security Title

Common Stock, $0.0001 par value

Issuer Name

Aterian, Inc.

Issuer Address

350 Springfield Avenue, Summit, NJ, 07901

On September 24, 2026, the Reporting Person converted 168,900 shares of Series AA Preferred Stock of the Issuer into 1,300,530 shares of Common Stock of the Issuer.

Item 4 is hereby amended and supplemented as follows: "September 2026 Securities Purchase Agreement On September 1, 2026, the Reporting Person entered into a Securities Purchase Agreement (the "September SPA") with multiple purchasers (the "Purchasers"), pursuant to which the Reporting Person agreed to sell, in a private transaction, (i) 706,100 shares of Series AA Preferred Stock of the Issuer and (ii) 1,750,000 shares of Series AAA Preferred Stock of the Issuer, which are convertible into an aggregate of 241,861,970 shares of Common Stock of the Issuer, to the Purchasers for an aggregate purchase price of $12,000,000. The transactions contemplated by the September SPA occurred on September 25, 2026. The foregoing description of the September SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the September SPA, which is filed as Exhibit 99.5 hereto."

Percentage of Class

Item 5(a) is hereby amended and restated in its entirety as follows: 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.

Number of Shares

Item 5(b) is hereby amended and restated in its entirety as follows: "(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."

Transactions

Item 5(c) is hereby amended and restated in its entirety as follows: Other than as set forth in Item 3 and Item 4, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

Date of 5% Ownership

Item 5(e) is hereby amended and restated in its entirety as follows: The Reporting Person ceased to beneficially own more than five percent of the outstanding shares of Common Stock of the Issuer on September 25, 2026.

Item 6 is hereby amended and supplemented as follows: The descriptions of the September SPA set forth in Item 4 of this Amendment No.1 are incorporated herein by reference.

Item 7 is hereby amended and supplemented as follows: 99.5 Form of Securities Purchase Agreement, dated as of September 1, 2026, by and among the Reporting Person and the Purchasers.

Aterian, Inc. — Schedule 13D | 13D Filings