Aterian, Inc.: enters $1,000,000 promissory note

What happened Aterian, Inc. filed an 8-K reporting that on Oct 20, 2026 it entered into an unsecured promissory note (the Note) with stockholder Chen Zhipeng (the Lender) providing for advances in an aggregate principal amount of up to $1,000,000, bearing interest at 8.0% per annum and maturing eight months after its date, subject to extension by mutual written agreement.

Key details

• Advances bear interest at 8.0% per annum, computed on a 360-day year and accruing daily from the date funded.
• The company may draw down prior to the stated maturity date by written request, subject to the Lender’s written approval; prepayment of the outstanding principal and accrued interest is permitted without premium or penalty prior to delivery of a PIPE notice.
• If the company proposes a private placement of equity or equity-linked securities for cash (a PIPE financing), the company must give the Lender at least 18 calendar days’ notice; the Lender then has a one-time election, exercisable not later than 15 calendar days before closing, to receive cash repayment or apply all or part of the outstanding amount toward purchase of the PIPE securities at the same price and terms as cash investors.
• If no PIPE financing is consummated before maturity, the Lender has a one-time election, exercisable not later than 15 calendar days before maturity, to convert all or part of the outstanding amount into common stock at a conversion price equal to the “Minimum Price” under Nasdaq Listing Rule 5635(d). Issuances are limited by the Exchange Cap and other Nasdaq listing and stockholder approval requirements; any portion that cannot be applied or converted due to these limits is payable in cash.
• Events of default include failure to pay or issue required securities (with a five-business-day cure period), failure to make funded third-party payments over $10,000 individually or $50,000 in the aggregate, specified bankruptcy and insolvency events, and other material uncured breaches; upon certain defaults the Lender may accelerate repayment and acceleration is automatic on specified bankruptcy events. The Note is governed by New York law.

Why it may matter The filing reports Item 1.01 (entry into a material definitive agreement) describing the terms of the unsecured promissory note and also references Item 2.03 (creation of a direct financial obligation) and Item 3.02 (unregistered sales of equity securities) as set forth in the Note. The filing does not show why the insider traded or why the company acted.