{"filing":{"accession_number":"0001437749-26-023879","cik":"0001757715","ticker":"ATER","company_name":"Aterian, Inc.","form":"8-K","filing_date":"2026-07-20","report_date":null,"primary_document":"ater20260718_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1757715/000143774926023879/ater20260718_8k.htm"},"events":[{"id":18844,"run_id":16954,"accession_number":"0001437749-26-023879","anchor_item_number":"1.01","event_type":"dividend_distribution","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"Aterian declared a dividend in the form of contingent value rights (CVRs) to holders of common stock and certain warrants as of July 8, 2026, with a payment date set for August 17, 2026. The CVRs are contingent on future asset sales and other events, creating uncertainty around actual payout amounts.","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20","form":"8-K","submitted_at":null,"items":[{"id":17776,"accession_number":"0001437749-26-023879","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dividend_distribution","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Aterian declared a dividend in the form of contingent value rights (CVRs) to holders of common stock and certain warrants as of July 8, 2026, and entered into a CVR Agreement with Broadridge on July 17, 2026. While the CVRs are contingent on future asset sales and other events (making actual payment uncertain), the core disclosure is a declared dividend distribution to shareholders, which falls squarely within the dividend_distribution category. The contingent nature and potential for zero payout creates some ambiguity, but the Board's formal declaration of a dividend in CVR form is the principal event disclosed.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17785,"accession_number":"0001437749-26-023879","item_number":"8.01","item_title":"Other Events.","event_type":"dividend_distribution","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Board has set a payment date of August 17, 2026 for a dividend, which constitutes a declaration or announcement of a dividend distribution to shareholders. This is a material capital allocation event that would affect investor assessment of the company's capital strategy and cash deployment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18845,"run_id":16954,"accession_number":"0001437749-26-023879","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Aterian completed the sale of substantially all major consumer brands (Mueller Living, PurSteam, hOmeLabs, Squatty Potty, Healing Solutions, Photo Paper Direct) for $18.0 million in cash on July 17, 2026, representing a significant disposition of assets that materially affects the company's operations and financial position.","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20","form":"8-K","submitted_at":null,"items":[{"id":17778,"accession_number":"0001437749-26-023879","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of two material transactions on July 17, 2026: (1) sale of substantially all major consumer brands (Mueller Living, PurSteam, hOmeLabs, Squatty Potty, Healing Solutions, Photo Paper Direct) for $18.0 million in cash, and (2) sale of preferred stock to David E. Lazar for $7.0 million aggregate proceeds. Together these transactions represent a significant disposition of assets and change in capital structure that would materially affect a reasonable investor's assessment of the company's operations and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17784,"accession_number":"0001437749-26-023879","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"This is a classic Item 5.07 disclosure of shareholder vote results from a special meeting held on July 17, 2026. The filing reports voting outcomes on eight proposals, including a material asset sale to Trademark Global (Proposal 1), director elections (Proposal 2), and multiple shareholder approvals for preferred stock conversion and charter amendments. The asset sale proposal alone—with 6,042,027 votes in favor—represents a material transaction requiring stockholder approval, making this disclosure material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18846,"run_id":16954,"accession_number":"0001437749-26-023879","anchor_item_number":"5.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"David E. Lazar acquired Series AAA Preferred Shares for $7.0 million on July 17, 2026, resulting in a change of control where Lazar became the beneficial owner of approximately 95.8% of the Company's voting securities, with prior shareholders diluted to approximately 4.2% ownership.","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20","form":"8-K","submitted_at":null,"items":[{"id":17779,"accession_number":"0001437749-26-023879","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of Series AAA Preferred Shares and underlying Common Stock issuable upon conversion, sold under Regulation S to non-U.S. persons. This is a dilutive equity issuance that would materially affect shareholder ownership and capital structure, particularly relevant for a small-cap issuer like Aterian.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17781,"accession_number":"0001437749-26-023879","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This disclosure describes a change of control transaction where Lazar acquired Series AAA Preferred Shares for $7.0 million, resulting in Lazar becoming the beneficial owner of approximately 95.8% of the Company's voting securities. This constitutes a material acquisition and change of control event under Item 5.01, with prior shareholders diluted to approximately 4.2% ownership. The transaction is explicitly characterized as a \"change in control\" and involves a substantial shift in voting power and economic interest.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17783,"accession_number":"0001437749-26-023879","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses the designation of Series AAA Convertible Preferred Stock with a conversion price of $0.0184, enabling each share to convert into 135.1 shares of Common Stock. This represents a highly dilutive issuance of convertible securities at a substantial discount to typical market prices, which is material to existing shareholders. While Item 5.03 technically covers amendments to articles/bylaws, the substance here is the creation and terms of dilutive convertible preferred stock, consistent with dilutive_issuance classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18847,"run_id":16954,"accession_number":"0001437749-26-023879","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"David E. Lazar was appointed as Chief Executive Officer on July 17, 2026, following the company's change of control transaction. The appointment was accompanied by director resignations and the election of new directors (Ben-Tzi and Natan) as part of the governance restructuring.","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20","form":"8-K","submitted_at":null,"items":[{"id":17782,"accession_number":"0001437749-26-023879","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The filing discloses the appointment of Lazar as Chief Executive Officer on July 17, 2026, which is the principal action. While the section also covers Rodriguez's departure from the CEO role, his transition agreement, Feldman's separation agreement, director resignations, and new director appointments, the central event is Lazar's appointment as sole CEO. The appointment of new directors (Ben-Tzi and Natan) and the acceleration of RSAs are secondary governance and compensation matters tied to the CEO transition and change of control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18848,"run_id":16954,"accession_number":"0001437749-26-023879","anchor_item_number":"3.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"summary":"Material modifications to the rights of security holders were implemented in connection with the change of control transaction, including amendments to the company's articles of incorporation and bylaws related to the designation of Series AAA Convertible Preferred Stock.","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20","form":"8-K","submitted_at":null,"items":[{"id":17780,"accession_number":"0001437749-26-023879","item_number":"3.03","item_title":"Material Modifications to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"reasoning":"Item 3.03 addresses material modifications to security holder rights, which is a governance matter. The disclosure is incorporated by reference from Items 2.01 (business combination) and 5.03 (amendments to articles/bylaws), suggesting a structural or capital event affecting shareholder rights. Without the full text of those items, the specific nature cannot be determined, but the governance domain is clear.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18849,"run_id":16954,"accession_number":"0001437749-26-023879","anchor_item_number":"1.02","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.55,"summary":"Aterian terminated its material credit facility with Midcap Funding IV Trust (dated December 22, 2021) with full repayment of outstanding indebtedness and discharge of guarantees and liens on July 17, 2026, as part of the broader Aterian Transactions.","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20","form":"8-K","submitted_at":null,"items":[{"id":17777,"accession_number":"0001437749-26-023879","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.45,"reasoning":"The filing discloses termination of a material credit facility (Existing Credit Agreement with Midcap Funding IV Trust dated December 22, 2021) with full repayment of outstanding indebtedness and discharge of guarantees and liens. While the Item 1.02 caption indicates termination, the substance reflects a refinancing or capital event tied to the \"Aterian Transactions\" — the repayment of existing debt is material and typically signals either a debt refinancing, equity raise, or M\u0026A activity. Without visibility into what the Aterian Transactions entail, debt_issuance is the closest fit among financial event types, though the confidence is moderate given the ambiguity around whether this is purely a debt payoff or part of a larger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":17776,"accession_number":"0001437749-26-023879","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dividend_distribution","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Aterian declared a dividend in the form of contingent value rights (CVRs) to holders of common stock and certain warrants as of July 8, 2026, and entered into a CVR Agreement with Broadridge on July 17, 2026. While the CVRs are contingent on future asset sales and other events (making actual payment uncertain), the core disclosure is a declared dividend distribution to shareholders, which falls squarely within the dividend_distribution category. The contingent nature and potential for zero payout creates some ambiguity, but the Board's formal declaration of a dividend in CVR form is the principal event disclosed.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20"},{"id":17777,"accession_number":"0001437749-26-023879","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.45,"reasoning":"The filing discloses termination of a material credit facility (Existing Credit Agreement with Midcap Funding IV Trust dated December 22, 2021) with full repayment of outstanding indebtedness and discharge of guarantees and liens. While the Item 1.02 caption indicates termination, the substance reflects a refinancing or capital event tied to the \"Aterian Transactions\" — the repayment of existing debt is material and typically signals either a debt refinancing, equity raise, or M\u0026A activity. Without visibility into what the Aterian Transactions entail, debt_issuance is the closest fit among financial event types, though the confidence is moderate given the ambiguity around whether this is purely a debt payoff or part of a larger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20"},{"id":17778,"accession_number":"0001437749-26-023879","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of two material transactions on July 17, 2026: (1) sale of substantially all major consumer brands (Mueller Living, PurSteam, hOmeLabs, Squatty Potty, Healing Solutions, Photo Paper Direct) for $18.0 million in cash, and (2) sale of preferred stock to David E. Lazar for $7.0 million aggregate proceeds. Together these transactions represent a significant disposition of assets and change in capital structure that would materially affect a reasonable investor's assessment of the company's operations and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20"},{"id":17779,"accession_number":"0001437749-26-023879","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of Series AAA Preferred Shares and underlying Common Stock issuable upon conversion, sold under Regulation S to non-U.S. persons. This is a dilutive equity issuance that would materially affect shareholder ownership and capital structure, particularly relevant for a small-cap issuer like Aterian.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20"},{"id":17780,"accession_number":"0001437749-26-023879","item_number":"3.03","item_title":"Material Modifications to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"reasoning":"Item 3.03 addresses material modifications to security holder rights, which is a governance matter. The disclosure is incorporated by reference from Items 2.01 (business combination) and 5.03 (amendments to articles/bylaws), suggesting a structural or capital event affecting shareholder rights. Without the full text of those items, the specific nature cannot be determined, but the governance domain is clear.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20"},{"id":17781,"accession_number":"0001437749-26-023879","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This disclosure describes a change of control transaction where Lazar acquired Series AAA Preferred Shares for $7.0 million, resulting in Lazar becoming the beneficial owner of approximately 95.8% of the Company's voting securities. This constitutes a material acquisition and change of control event under Item 5.01, with prior shareholders diluted to approximately 4.2% ownership. The transaction is explicitly characterized as a \"change in control\" and involves a substantial shift in voting power and economic interest.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20"},{"id":17782,"accession_number":"0001437749-26-023879","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The filing discloses the appointment of Lazar as Chief Executive Officer on July 17, 2026, which is the principal action. While the section also covers Rodriguez's departure from the CEO role, his transition agreement, Feldman's separation agreement, director resignations, and new director appointments, the central event is Lazar's appointment as sole CEO. The appointment of new directors (Ben-Tzi and Natan) and the acceleration of RSAs are secondary governance and compensation matters tied to the CEO transition and change of control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20"},{"id":17783,"accession_number":"0001437749-26-023879","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses the designation of Series AAA Convertible Preferred Stock with a conversion price of $0.0184, enabling each share to convert into 135.1 shares of Common Stock. This represents a highly dilutive issuance of convertible securities at a substantial discount to typical market prices, which is material to existing shareholders. While Item 5.03 technically covers amendments to articles/bylaws, the substance here is the creation and terms of dilutive convertible preferred stock, consistent with dilutive_issuance classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20"},{"id":17784,"accession_number":"0001437749-26-023879","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"This is a classic Item 5.07 disclosure of shareholder vote results from a special meeting held on July 17, 2026. The filing reports voting outcomes on eight proposals, including a material asset sale to Trademark Global (Proposal 1), director elections (Proposal 2), and multiple shareholder approvals for preferred stock conversion and charter amendments. The asset sale proposal alone—with 6,042,027 votes in favor—represents a material transaction requiring stockholder approval, making this disclosure material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20"},{"id":17785,"accession_number":"0001437749-26-023879","item_number":"8.01","item_title":"Other Events.","event_type":"dividend_distribution","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Board has set a payment date of August 17, 2026 for a dividend, which constitutes a declaration or announcement of a dividend distribution to shareholders. This is a material capital allocation event that would affect investor assessment of the company's capital strategy and cash deployment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T20:44:01.661929+00:00","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-07-20"}]}