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Aterian, Inc.

For the period ended Jul 15, 2026. Filed Jul 20, 2026.

View on SEC.gov

About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Jul 15, 2026 · Filed Jul 20, 2026

Use the contents to explore the available documents and sections.

ATER$0.85+0.8%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

PROXY STATEMENT

proxy statement on Schedule 14A filed with the SEC on June 9, 2026, as supplemented from time to time (the “Definitive Proxy Statement”).

Set forth below is a brief description of each matter voted upon at the Special Meeting and the voting results with respect to each matter.

Proposal No. 1: To consider and vote upon a proposal to approve the sale of substantially all of the assets of the Company pursuant to the Asset Purchase Agreement (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof), by and between the Company and Trademark Global (the “Asset Sale Proposal” or “Proposal 1”).

ForAgainstAbstentionsBrokerNon-Votes
6,042,027137,09617,218–

Proposal No. 2: To elect Avraham Ben-Tzi as Class II director and David Natan as Class III director to serve until the 2027 and 2028 annual meetings of stockholders, respectively, and until their respective successors have been duly elected and qualified (the “Director Election Proposal” or “Proposal 2”).

Avraham Ben-Tzi:

ForWithholdBrokerNon-Votes
5,979,121217,220–

David Natan:

ForWithholdBrokerNon-Votes
5,756,971439,370–

Proposal No. 3: To approve, in accordance with Nasdaq Listing Rule 5635(b) (such rules, the “Nasdaq Listing Rules”), the issuance of shares of Common Stock, upon conversion of the Preferred Stock (the “Change of Control Proposal” or “Proposal 3”).

ForAgainstAbstentionsBrokerNon-Votes
5,856,704274,76764,870–

Proposal No. 4: To approve, in accordance with Nasdaq Listing Rule 5635(c), the issuance of shares of Common Stock upon the conversion of the Preferred Stock to a director of the Company (the “Related Party Proposal” or “Proposal 4”).

ForAgainstAbstentionsBrokerNon-Votes
5,860,819274,74360,779–

Proposal No. 5: To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock upon conversion of the Preferred Stock (the “Issuance Proposal” or “Proposal 5”).

ForAgainstAbstentionsBrokerNon-Votes
5,869,703272,73153,907–

Proposal No. 6: To approve an amendment to the Charter, in the form set forth on Annex C attached to the accompanying proxy statement, to effect a reverse stock split (the “Reverse Stock Split”) with respect to the Company’s issued and outstanding shares of Common Stock having an aggregate ratio of 1-for-2 to 1-for-99 (the “Range”), with the ratio at which the Reverse Stock Split would be effected to be a ratio within the Range to be determined at the discretion of the Board and included in a public announcement by the Company before the effectiveness of a Reverse Stock Split (the “Reverse Stock Split Proposal” or “Proposal 6”).

ForAgainstAbstentionsBrokerNon-Votes
5,527,027629,49739,817–

Proposal No. 7: To approve an amendment to the Charter, in the form set forth on Annex D attached to the accompanying proxy statement, to increase the authorized shares of Common Stock from 500,000,000 to up to 1,000,000,000 at the discretion of the Board (the “Authorized Stock Increase Proposal” or “Proposal 7”).

ForAgainstAbstentionsBrokerNon-Votes
5,554,814601,73239,795–

Proposal No. 8: To approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, to solicit additional votes in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the foregoing proposals (the “Adjournment Proposal” or “Proposal 8”).

ForAgainstAbstentionsBrokerNon-Votes
5,695,009467,13134,201–

An adjournment of the Special Meeting was not necessary because there were sufficient votes in favor of Proposals 1, 2, 3, 4, 5, 6 and 7.

No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.

On July 15, 2026, the Board set August 17, 2026 as the payment date for the Dividend.

(b)Pro Forma Financial Information.

The unaudited pro forma financial information required by Item 9.01(b) of Form 8-K was previously included in the Definitive Proxy Statement and is incorporated herein by reference.

(d)Exhibits.
Exhibit NumberTitle of Document
3.1Certificate of Designation of Preferences and Rights of Series AAA Convertible Non-Redeemable Preferred Stock of Aterian, Inc.
10.1*Contingent Value Rights Agreement, dated July 17, 2026, between Aterian, Inc. and Broadridge Corporate Issuer Solutions, LLC.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain schedules referenced herein have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.

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.

ATERIAN, INC.
By:/s/ Joshua Feldman
Name: Joshua Feldman
Title: Chief Financial Officer

Date: July 20, 2026

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