Lazar David E. 4
4 · Aterian, Inc. · Filed May 1, 2026
Research Summary
AI-generated summary of this filing
Aterian (ATER) Director David E. Lazar Receives 1.75M Preferred Shares
What Happened
- David E. Lazar, a director of Aterian, acquired 1,750,000 shares of Series AA Convertible Non‑Redeemable Preferred Stock on April 27, 2026 under a Securities Purchase Agreement, paying $2.00 per share for a total of $3,500,000. The filing also notes an agreement to purchase an additional 1,750,000 Series AAA preferred shares at $2.00 per share (additional $3.5M) at a subsequent closing that is subject to stockholder approvals.
Key Details
- Transaction date: April 27, 2026; Filing date: May 1, 2026.
- Purchase price: $2.00 per preferred share; Series AA purchase = $3,500,000.
- Shares held after transaction: Reporting person beneficially owns no common stock; beneficial ownership reported relates to preferred shares (1,750,000 Series AA now; 1,750,000 Series AAA contingent).
- Conversion and restrictions:
- Preferred shares are not convertible into common stock until the company obtains required stockholder approvals (including Nasdaq-related approvals and a charter amendment).
- After approval, each Series AA share converts into 7.7 common shares.
- Each Series AAA share will convert into a minimum of 117.63 and a maximum of 135.10 common shares, based on fully diluted capitalization per the Purchase Agreement.
- Conversion will be at the reporting person’s option for no additional consideration once approvals are obtained.
- Other: Each preferred class is perpetual (no expiration). Transaction was reported on Form 4 as an award/acquisition of a derivative security.
Context
- These are purchases of preferred (derivative) securities, not purchases of common stock. They confer potential future common shares only if and when required stockholder approvals and charter amendments are completed. For retail investors, preferred purchases can indicate a planned financing or governance arrangement but do not immediately increase common‑share holdings or represent immediate open‑market buying of common stock.
Insider Transaction Report
Form 4
Aterian, Inc.ATER
Lazar David E.
Director
Transactions
- Award
Series AA Convertible Non-Redeemable Preferred Stock
[F2][F3][F4][F5]2026-04-27+1,750,000→ 1,750,000 total→ Common Stock (0 underlying)
Holdings
- 0
Common Stock
[F1]
Footnotes (5)
- [F1]No shares of common stock are beneficially owned.
- [F2]On April 27, 2026, David E. Lazar (the "Reporting Person") and Aterian, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") pursuant to which the Reporting Person acquired 1,750,000 shares of Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Shares"), at a price of $2.00 per share, for a total purchase price of $3,500,000. Pursuant to the Purchase Agreement, the Reporting Person will also acquire, at a subsequent closing promptly following the receipt of Stockholder Approval (as defined below), 1,750,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Preferred Shares" and, together with the Series AA Preferred Shares, the "Preferred Shares"), at a price of $2.00 per share, for an additional purchase price of $3,500,000.
- [F3]The Preferred Shares are not convertible into common stock until stockholders approve the issuance of common stock upon conversion in compliance with Nasdaq rules and an increase in authorized common stock, and the Company files a corresponding charter amendment (the "Stockholder Approvals"). The closing on the Series AAA Preferred Shares is also subject to stockholder approval of additional matters, including the election of Reporting Person designees to the Board and a reverse stock split. Following the Stockholder Approval, each Series AA Preferred Share will be convertible into 7.7 shares of common stock, and each Series AAA Preferred Share will be convertible into a minimum of 117.63 and maximum of 135.10 shares of common stock, based on the Company's fully-diluted capitalization as determined under the Purchase Agreement.
- [F4]Following receipt by the Company of the Stockholder Approval, the Preferred Shares will be convertible into shares of common stock at the option of the Reporting Person for no additional consideration.
- [F5]Each class of Preferred Stock is perpetual and therefore has no expiration date.
Signature
/s/ David E. Lazar|2026-05-01