Aterian, Inc.

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):**July 15, 2026

ATERIAN, INC.

(Exact name of registrant as specified in its charter)

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:

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

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. ☐

As previously disclosed by Aterian, Inc. (the “Company” or “Aterian”), on June 25, 2026 and in connection with the Aterian Transactions (as defined below), the Board of Directors of the Company (the “Board”) declared a dividend (the “Dividend”) in the form of contingent value rights (each, a “CVR”) to record holders of the following Company securities as of the close of business on July 8, 2026 (the “Record Date”): (i) the Company’s common stock, par value $0.0001 per share (“Common Stock”) and (ii) certain warrants to purchase Common Stock that have not been exercised and settled prior to the Record Date (and which have the right to participate in the Dividend pursuant to the terms of their respective warrants).

On July 17, 2026, the Company entered into a Contingent Value Rights Agreement (the “CVR Agreement”) with Broadridge Corporate Issuer Solutions, LLC, as the “Rights Agent” (the “Rights Agent”) in connection with the Dividend.

Each CVR will represent the contractual right to receive payments from the Company upon the actual receipt by the Company of proceeds derived from (i) the net proceeds of the Asset Sale (as defined below), after satisfaction of certain obligations, (ii) the Additional Reserves Remainder (as defined in the Securities Purchase Agreement (as defined below)), (iii) the net proceeds from the sale of any assets of the Company (other than the Asset Sale), subject to certain exceptions, (iv) the net amount of any release of any restricted cash or import bond held by the Company at or prior to the Second SPA Closing (as defined below), (v) the net proceeds from the receipt of cash or other proceeds in connection with or as a result of the release of any amounts held in escrow for the benefit of the Company and/or any of its equityholders in connection with the Asset Sale or in respect of any other transaction occurring at or prior to the Second SPA Closing, and (vi) the net proceeds of the Stock Sale (as defined below).

The payments under the CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs. There can be no assurance that any holders of CVRs will receive payments with respect thereto.

The right to the contingent payments contemplated by the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be registered with the Securities and Exchange Commission (“SEC”). The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in the Company or any of its affiliates. No interest will accrue on any amounts payable in respect of the CVRs.

The foregoing summary of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Current Report”) and is incorporated herein by reference.

On July 17, 2026, in connection with the Aterian Transactions (as defined below), all outstanding indebtedness under that certain Credit and Security Agreement, dated as of December 22, 2021, as amended from time to time, between the Company, together with certain of its subsidiaries party thereto as borrowers, the entities party thereto as lenders, and Midcap Funding IV Trust, as administrative agent (the “Existing Credit Agreement”), was repaid in full and all commitments thereunder were terminated. Additionally, the guarantees and liens securing the indebtedness under the Existing Credit Agreement were discharged and released.

Completion of Asset Sale

On July 17, 2026, the Company completed its previously announced sale of assets to Trademark Global, LLC (“Trademark Global”), pursuant to that certain Asset Purchase Agreement, dated as of April 27, 2026 (the “Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, Trademark Global acquired certain specified assets and liabilities of the Company, including, among other things, assets associated with the Company’s marquee consumer brands: Mueller Living, PurSteam, hOmeLabs, Squatty Potty, Healing Solutions, and Photo Paper Direct for $18.0 million in cash, subject to certain purchase price adjustments (the “Asset Sale”).

The Company will continue to operate its smaller remaining legacy brands such as Vremi and Xtava.

Completion of Stock Sale

On July 17, 2026, the Company also completed its previously announced sale of preferred stock to David E. Lazar (“Lazar”), pursuant to that certain Securities Purchase Agreement, dated as of April 27, 2026 (the “Securities Purchase Agreement”). Pursuant to the Securities Purchase Agreement, Lazar purchased from the Company (a) 1,750,000 shares of Series AA Convertible Non-Redeemable Preferred Stock, par value $0.0001 per share, of the Company (the “Series AA Preferred Stock” and such purchased shares, the “Series AA Preferred Shares”), the closing of which occurred on April 27, 2026 (the “Initial SPA Closing”), and (b) 1,750,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock, par value $0.0001 per share, of the Company (the “Series AAA Preferred Stock” and together with the Series AA Preferred Stock, the “Preferred Stock” and such purchased shares, the “Series AAA Preferred Shares” and together with the Series AA Preferred Shares, the “Purchased Shares”), the closing of which occurred on July 17, 2026 (the “Second SPA Closing”), in each case at a purchase price of $2.00 per share of Preferred Stock for aggregate gross proceeds of $7.0 million, subject to the terms and conditions of the Securities Purchase Agreement (the “Stock Sale,” and together with the Asset Sale, the “Aterian Transactions”). As the Company received the requisite approvals at the