UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 10, 2026

~~PURSUANT~~ATERIAN, TOINC. ~~SECTION~~ (Exact 13name ORof ~~15(d)~~registrant as specified in its charter)

OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware (State or other jurisdiction of incorporation)	001-38937 (Commission File Number)	83-1739858 (IRS Employer Identification No.)
350 Springfield Avenue Suite #200 Summit, NJ 07901 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (347) 676-1681 N/A (Former name or former address, if changed since last report)

Date of Report (Date of earliest event reported): June 25, 2026

Aterian, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-38937	83-1739858
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

350 Springfield Avenue Suite #200 Summit, NJ	07901
(Address of principal executive offices)	(Zip Code)

(347) 676-1681

(Registrant’s telephone number, including area code)

N/A

(Former Name, or Former Address, if Changed Since Last Report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	ATER	~~The~~ Nasdaq ~~Stock~~Capital Market ~~LLC~~

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. ☐

Item 7.01. Regulation FD Disclosure.

AsOn ~~previously~~July ~~announced~~10, by2026, Aterian, Inc. (the “Company” or “Aterian”) convened and adjourned, ~~the~~without ~~Company~~conducting ~~entered~~any ~~into~~business, ~~(i)~~the anspecial ~~Asset~~meeting ~~Purchase~~of ~~Agreement~~its stockholders (the “~~Asset~~Special ~~Purchase Agreement~~Meeting”). ~~with~~At ~~Trademark~~the ~~Global,~~Special ~~LLC (“Trademark Global”)~~Meeting, ~~pursuant~~a tototal ~~which~~of ~~Trademark~~5,278,277 shares, ~~Global~~or ~~agreed~~48.65% toof ~~acquire~~the ~~substantially~~shares ~~all assets~~ of the Company’s ~~used~~common ~~in its consumer products business~~stock, ~~including~~ ~~certain~~par ofvalue ~~its~~$0.0001 ~~marquee~~per ~~brands~~share, issued and tooutstanding ~~assume certain related liabilities (the “Asset Sale”),~~ and ~~(ii)~~entitled ato ~~Securities~~vote ~~Purchase~~as ~~Agreement~~of ~~(the~~May ~~“Securities~~29, ~~Purchase Agreement”) with David E. Lazar (“Lazar”)~~2026, ~~pursuant~~the torecord ~~which~~date ~~Lazar~~for ~~agreed to purchase from~~ the ~~Company~~Special 1Meeting,~~750,000~~ ~~shares~~were ofpresent virtually ~~Series AA~~or ~~Convertible~~represented ~~Non-Redeemable~~by ~~Preferred Stock~~proxy, ~~par~~constituting ~~value~~a $0quorum.~~0001~~ ~~per share~~However, ofbecause ~~the~~there ~~Company~~were ~~and~~not ~~1,750,000~~sufficient ~~shares~~votes ofto ~~Series AAA~~approve ~~Convertible~~the ~~Non-Redeemable~~Asset ~~Preferred~~Sale ~~Stock,~~Proposal ~~par~~(as ~~value~~defined ~~$0.0001~~below) ~~per~~at ~~share~~the ~~(collectively,~~time of the ~~“Preferred~~Special ~~Stock”)~~Meeting, of the Company (decided to adjourn the ~~“Investment~~Special ~~Transaction”)~~Meeting.

InThe ~~connection~~Special ~~with~~Meeting ~~the~~will ~~Asset~~reconvene ~~Sale and the Investment Transaction,~~ on ~~June~~July 2517, 2026, ~~the~~at ~~board~~9:30 ofa.m. Eastern ~~directors~~Time ~~(the~~via ~~“Board”)~~live ofwebcast ~~the~~at ~~Company~~www.virtualshareholdermeeting.com/ATER2026SM ~~declared~~to aprovide ~~dividend (~~the ~~“Dividend”)~~Company’s instockholders ~~the~~with ~~form~~additional oftime ~~contingent~~to ~~value~~vote ~~rights~~on ~~(each,~~the aproposal ~~“CVR”)~~ to ~~record~~approve ~~holders of~~ the ~~following~~sale ~~Company~~of ~~securities~~substantially asall of the ~~close~~assets of ~~business~~the onCompany ~~July 8, 2026~~ (the “~~Record~~Asset ~~Date~~Sale”): ~~(i)~~pursuant to the ~~Company’s~~Asset ~~common~~Purchase ~~stock~~Agreement, ~~par~~dated ~~value~~April ~~$0.0001~~27, ~~per~~2026, ~~share~~by ~~(such~~and ~~stock,~~between the “Company ~~Common Stock”~~ and ~~such~~Trademark ~~record holders~~Global, ~~the “Record Common Holders”) and~~ LLC (~~ii)~~as ~~certain~~it ~~warrants~~may tobe ~~purchase~~amended, ~~Company~~restated, ~~Common~~supplemented ~~Stock~~or ~~that~~otherwise ~~have~~modified ~~not~~from ~~been~~time ~~exercised~~to ~~and~~time ~~settled~~in ~~prior~~accordance towith the ~~Record~~terms ~~Date~~thereof) (~~and~~the ~~which~~“Asset ~~have~~Sale ~~the~~Proposal”), ~~right~~and tothe ~~participate~~other proposals described in the ~~Dividend~~Company’s ~~pursuant~~definitive toproxy statement filed with the ~~terms~~Securities ofand ~~their~~Exchange ~~respective~~Commission ~~warrants~~(“SEC”) ~~(such~~on ~~warrants~~June 9, ~~the~~2026, ~~“Participating~~as ~~Warrants”~~supplemented ~~and~~from ~~such~~time ~~record~~to ~~holders,~~time. No changes have been made to the ~~“Record~~proposals ~~Warrant~~to ~~Holders”~~be ~~and~~voted ~~together~~on ~~with~~by the ~~Record~~stockholders ~~Common~~at ~~Holders,~~ the ~~“Record~~Special ~~Holders”)~~Meeting.

The ~~Record~~record ~~Date~~date for ~~the~~determining ~~Dividend~~stockholder ~~may~~eligibility beto ~~changed~~vote byat the ~~Board (or~~ ~~authorized~~Special ~~committee~~Meeting ~~thereof)~~remains ~~for any reason at any time prior to~~ the ~~actual~~close ~~payment date, and payment~~ of ~~the~~business ~~Dividend~~on isMay ~~conditioned upon the Board (or authorized committee thereof) having not revoked the Dividend prior to the payment date~~29, ~~including due to a material change in the solvency or surplus analysis presented to the Board~~2026. ~~Subject~~Proxies topreviously ~~the~~submitted ~~right of the Board (or authorized committee thereof) to change the Record Date, the payment date for the Dividend~~ will be ~~determined~~voted byat ~~subsequent resolutions of~~ the ~~Board~~reconvened ~~(or~~Special ~~authorized~~Meeting ~~committee~~unless ~~thereof)~~properly revoked, ~~which~~and ~~payment~~stockholders ~~date~~who ~~will~~have bealready ~~within~~submitted 60a ~~days~~proxy ~~following~~or ~~the~~otherwise ~~Record~~voted ~~Date~~ and indo ~~any event~~ not ~~later~~wish than September 4, 2026 (such date as determined by the Board or authorized committee thereof, the “Payment Date”). The Dividend shall be made on the basis of one CVR for each share of Company Common Stock held by each Record Holder or issuable to ~~such~~change ~~Record~~their ~~Holder~~vote ~~upon~~need ~~exercise~~not oftake ~~the Participating Warrants, in each case, as of the Record Date; provided, for the avoidance of doubt, that no shares of Preferred Stock shall entitle~~ any ~~holder thereof to receive any CVR or participate in the Dividend and the holder of Preferred Stock has waived all such rights as set forth in the Securities Purchase Agreement~~action.

AsThe ~~previously~~information ~~disclosed~~furnished inpursuant ~~the~~to ~~Company’s~~this ~~Definitive~~Item ~~Proxy~~7.01 ~~Statement~~shall ~~filed~~not ~~with~~be ~~the~~deemed ~~Securities and Exchange Commission (the~~ “~~SEC~~filed”) onfor ~~June~~purposes 9,of ~~2026,~~Section as18 ~~supplemented to date, the Company anticipates that, in addition to the net proceeds from the Asset Sale and Investment Transaction, it may receive cash or other proceeds, if any, (i) from sales~~ of ~~inventory not purchased by Trademark Global and collections on outstanding receivables which~~ the ~~Company~~Securities ~~will~~Exchange ~~collect~~Act ~~in the ordinary course following the closing~~ of ~~the Asset Sale~~1934, ~~(ii) in connection with or~~ as ~~the~~amended result of any tax or other refunds, credits, rebates, drawbacks, claims for recovery or causes of action relating to any anti-dumping actions, international tariffs, sanctions, trade policies or disputes, customs duties or any “trade war” or similar actions in the United States or any other country or region in the world, in each case in respect of any period prior to the second closing under the Securities Purchase Agreement (the “~~Second~~Exchange ~~SPA Closing~~Act”), ~~(iii) in connection with~~ or asotherwise asubject ~~result~~to of the ~~release~~liabilities ofunder ~~any~~that ~~restricted~~Section, ~~cash~~ or ~~import~~incorporated ~~bond held~~ by ~~the~~reference ~~Company at or prior to the Second SPA Closing, (iv)~~ in ~~connection with or as a result of the release of~~ any ~~amounts~~filing ~~held~~under ~~in escrow for~~ the ~~benefit~~Securities ofAct ~~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~~1933, ~~(v) from reserves held with respect to certain Specified Liabilities (~~as ~~defined below)~~amended, ~~and~~or ~~(vi) from~~ the ~~sale~~Exchange ~~of certain real property~~Act, ~~the~~except ~~Company’s~~as ~~4th~~shall &be ~~Heart~~expressly ~~investment~~set ~~and~~forth ~~any remaining brands or brand-related assets not purchased~~ by ~~Trademark~~specific ~~Global.~~reference ~~The~~in ~~Company~~such ~~intends to make distributions to its stockholders of~~ a ~~portion of its remaining available cash and such proceeds via the CVR~~filing. The exact timing and amounts of such distributions are unknown at this time and would be subject to the closing of the Asset Sale and the Investment Transaction, following receipt of the necessary stockholder approvals in connection with such transactions.

There can be no assurance as to the timing and amount of the distributions via the CVR because there are many factors, some of which are outside of the Company’s control, that could affect its ability to make such payments in the future. For example: (i) the cash consideration from the Asset Sale of $18,000,000 is subject to certain adjustments as set forth in the Asset Purchase Agreement. Accordingly, the net proceeds from the Asset Sale, after accounting for any net working capital adjustment, the Company’s satisfaction of certain indebtedness collateralized by the assets subject to the Asset Sale, and the Company’s obligations to pay legal, financial advisory, and other costs and expenses incurred, or required to be paid or satisfied, in connection with the Asset Sale, are subject to substantial uncertainty and may be materially less than that amount; (ii) the Company may have unforeseen liabilities and expenses that must be satisfied from the after-tax net proceeds of the Asset Sale and may not realize the expected revenue from sales of its remaining inventory or collections on outstanding receivables; and (iii) pursuant to the Securities Purchase Agreement, the Company is required to set aside from any remaining proceeds from the Asset Sale (A) $1,000,000 with respect to ongoing Company operational costs and expenses and (B) an aggregate amount not to exceed $6,000,000 (the “Additional Reserves”) with respect to certain existing or potential obligations of the Company (the “Specified Liabilities”), and thereafter the remaining proceeds may be used to make distributions under the CVR. However, by way of example, the net amount expected to be available for distribution to stockholders as a result of the proceeds from the Asset Sale and the Investment Transaction is between approximately $10.6 million and $14.2 million, or approximately $0.85 to $1.14 per share. There can be no assurance that the Additional Reserves will be sufficient to satisfy the Specified Liabilities. Any decrease in the amount available for distribution to the Company’s stockholders under the CVR as a result of the foregoing factors or otherwise will reduce the expected range of the Dividend and may not be within the range currently anticipated to be distributed.

The information under this Item 7.01 of this Current Report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		~~Description~~Title of Document
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

Participants in the Solicitation

Aterian and its directors and executive officers may be deemed “participants” in any solicitation of proxies from Aterian’s stockholders with respect to the Asset Sale and the investment contemplated by that certain Securities Purchase Agreement, dated April 27, 2026, between the Company and David E. Lazar (the “Investment Transaction”). Information regarding the identity of Aterian’s directors and executive officers, and their direct and indirect interests, by security holdings or otherwise, in the Company’s securities is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, ~~which was~~ filed with the SEC on March 23, 2026. Information regarding subsequent changes to the holdings of Aterian’s securities by Aterian’s directors and executive officers can be found in filings on Forms 3, 4, and 5, which are available ~~through~~on the SEC’s website at www.sec.gov. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement relating to the Asset Sale and the Investment Transaction, ~~which was~~ filed with the SEC on June 9, 2026, as such proxy statement may be supplemented from time to time. The proxy statement, as well as Aterian’s other public filings with the SEC, may be obtained without charge aton the SEC’s website at www.sec.gov and on the investor relations section of the Company’s website at www.aterian.io.

Forward-Looking Statements

~~The~~All ~~information~~statements other than statements of historical facts included in this Current Report on Form 8-K that address activities, events or developments that we expect, believe or anticipate will or may ~~contain~~occur “in the future are forward-looking statements”. ~~(within~~Examples ~~the~~of ~~meaning~~these offorward-looking ~~Section~~statements ~~27A~~include ofstatements concerning the ~~Securities~~proposed ~~Act~~Asset ofSale, ~~1933~~the Investment Transaction, asthe ~~amended~~transactions contemplated thereby, ~~Section~~the ~~21E~~timing of completing the ~~Exchange~~proposed ~~Act~~transactions, the ~~Private~~potential ~~Securities~~benefits ~~Litigation~~of ~~Reform~~the ~~Act~~proposed oftransactions ~~1995,~~and asthe ~~amended,~~declaration and ~~other~~timing ~~securities~~of ~~laws~~any potential dividend or distribution of contingent value rights (“CVRs”). ~~about~~These ~~the~~forward-looking ~~Company~~statements are based on management’s current expectations and ~~its~~beliefs ~~industry~~and ~~that~~are ~~involve~~subject to a number of risks and uncertainties. Inand ~~some~~other ~~cases~~factors that are difficult to predict, many of which are beyond our control, that and could cause actual results to differ materially and adversely from those described in the forward-looking statements. ~~can~~These berisks ~~identified~~and byuncertainties ~~words~~include, ~~such~~among asothers: ~~“may,”~~the ~~“might~~terms,” ~~“will~~structure,” ~~“shall,”~~benefits ~~“should,”~~and ~~“expects,”~~costs ~~“plans,”~~of ~~“anticipates,”~~each ~~“could,”~~of ~~“intends,”~~the ~~“target,”~~Asset ~~“projects~~Sale,” ~~“contemplates,”~~the ~~“believes,”~~Investment ~~“estimates~~Transaction,” ~~“predicts,”~~and ~~“potential,”~~the ~~“goal,”~~transactions ~~“objective,”~~contemplated ~~“seeks,”~~by ~~“likely”~~each orof ~~“continue”~~the orforegoing; the ~~negative~~timing of ~~these~~such ~~words~~transactions orand ~~other~~whether ~~similar~~such ~~terms~~transactions orwill ~~expressions~~be consummated; the risk that ~~concern~~the Asset Sale, the ~~Company’s~~Investment ~~expectations~~Transaction, ~~strategy~~and the transactions contemplated by each of the foregoing, ~~plans~~and orthe ~~intentions.~~announcement ~~The~~of ~~absence~~the same, could have an adverse effect on the ability of ~~these~~the ~~words~~Company ~~does~~to ~~not~~retain ~~mean~~and ~~that~~hire akey ~~statement~~personnel isand ~~not~~maintain ~~forward-looking.~~relationships ~~Such~~with ~~forward-looking~~partners, ~~statements~~suppliers, ~~including~~employees, ~~but~~stockholders ~~not~~and ~~limited~~other ~~to,~~business ~~statements~~relationships ~~regarding~~and on the Company’'s ~~declaration~~operating results and~~/or~~ ~~payment~~business ofgenerally; the ~~Dividend~~risk ~~and~~that ~~any~~the ~~distributions~~Asset ~~under~~Sale, the ~~CVR~~Investment Transaction, and the transactions contemplated by each of the foregoing could divert the attention and time of the Company’s ~~expectations~~management; ~~regarding~~the risk of any unexpected costs or expenses resulting from the ~~terms~~Asset Sale, the Investment Transaction, and~~/or~~ ~~timing~~the transactions contemplated by each of the ~~Dividend~~foregoing; ~~(including~~the risk that ~~the~~any ~~Board~~anticipated distributions of proceeds (orwhether ~~authorized~~via ~~committee~~a ~~thereof~~dividend or CVR) may ~~change~~not be declared and paid; the ~~Record~~risk ~~Date~~of ~~and/or~~any litigation relating thereto; the ~~Payment~~uncertainties ~~Date~~and variables inherent in business, operating and ~~may~~financial ~~revoke~~performance, ~~the~~including, ~~Dividend~~among ~~entirely)~~other things, competitive developments and ~~whether~~general economic, political, business, industry, regulatory and market conditions, future exchange and interest rates, and changes in tax and other laws, regulations, rates and policies; our ability to continue as a going concern; our ability to maintain the ~~Company~~listing ~~will~~of ~~proceed~~our common stock on Nasdaq; our ability to meet financial covenants with our lenders; our business model and our technology platform; reliance on third party online marketplaces; and other factors discussed in the ~~Dividend~~“Risk Factors” section of our most recent periodic reports filed with the SEC, ~~are~~all ~~necessarily~~of ~~based~~which ~~upon~~may ~~estimates~~be ~~and~~obtained ~~assumptions~~for free on the SEC’s website at www.sec.gov. Although we believe that, ~~while~~the ~~considered~~expectations reflected in our forward-looking statements are reasonable, bywe do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the ~~Company~~date ~~and~~hereof, ~~its~~even ~~management~~if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, ~~are~~amend ~~inherently~~or ~~uncertain~~clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Readers are cautioned not to place undue reliance on these and other forward-looking statements contained herein. There can be no assurance that future dividends will be declared, and the payment of any dividend is expressly conditioned on the Board (or authorized committee thereof) not revoking any or all dividends before its payment date. Actual results may differ materially from those indicated by these forward-looking statements as a result of various risks and uncertainties including, but not limited to, the following: risks related to legal proceedings that may be instituted against the Company regarding the Dividend; risks associated with the right of the Board (or authorized committee thereof) to change the Record Date and/or the Payment Date, and/or to revoke the Dividend prior to the Payment Date; changes in economic, market or regulatory conditions; and other risks and uncertainties as more fully described in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025 and other filings that the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov, and could cause actual results to vary from expectations.

The forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. The Company undertakes no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after the date hereof or to reflect new information or the occurrence of unanticipated events, except as required by law. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on such forward-looking statements. The Company’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments it may make.

Additional Information and Where to Find It

In connection with the proposed transactions, Aterian has filed a definitive proxy statement with the SEC and has mailed the definitive proxy statement and related materials to stockholders of record. The proposed transactions will be submitted to Aterian stockholders for their approval. Aterian may also file other documents with the SEC regarding the proposed transactions. The definitive proxy statement contains important information about the proposed transactions and related matters. This document is not a substitute for the proxy statement filed with the SEC or any other documents that Aterian may file with the SEC or send to Aterian stockholders in connection with the proposed transactions. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTIONS (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors and security holders may obtain free copies of the proxy statement and all other documents filed, or that will be filed, by Aterian with the SEC through the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Aterian will be made available free of charge on Aterian’s website at www.aterian.io or by directing a request to Investor ~~relations~~Relations at [email protected].

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/ Arturo Rodriguez
Name: Arturo Rodriguez
Title: Chief Executive Officer

Date: ~~June~~July 2610, 2026

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