| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Aterian, Inc. [ ATER ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/27/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 0(1) | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series AA Convertible Non-Redeemable Preferred Stock(2)(3) | (4) | 04/27/2026 | A | 1,750,000 | (3) | (5) | Common Stock | 0(3) | (2) | 1,750,000 | D | ||||
| Explanation of Responses: |
| 1. No shares of common stock are beneficially owned. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. Each class of Preferred Stock is perpetual and therefore has no expiration date. |
| /s/ David E. Lazar | 05/01/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||