Entry into a Material Definitive Agreement. On October 20, 2026, Aterian, Inc., a Delaware corporation (the “Company”), entered into an unsecured promissory note (the “Note”) with Chen Zhipeng (the “Lender”), a stockholder of the Company, pursuant to which the Lender agreed to make advances (each, an “Advance”) to the Company in an aggregate principal amount of up to $1,000,000. Advances bear interest at 8.0% per annum, computed on the basis of a 360-day year and accruing daily from the date…

The Company’s direct financial obligations under the Note will arise as, and to the extent that Advances are funded by the Lender, up to an aggregate principal amount of $1,000,000, together with interest accruing at 8.0% per annum.

The Note was, and any PIPE Securities or Maturity Conversion Shares issued under the Note will be, issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Lender has agreed that it will not offer, sell, pledge, transfer or otherwise dispose of the Note or any PIPE Securities or Maturity Conversion Shares except pursuant to an effective registration statement or an available exemption from registration, and…

CEO — Arturo Rodriguez: The filing confirms the termination of the former CEO's employment, representing the final departure of a senior executive.

Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm On October 2, 2026, the Audit Committee of the Board of Directors (the “Committee”) of Aterian, Inc. (the “Company”) approved the dismissal of UHY LLP (“UHY”) as the Company’s independent registered public accounting firm, effective as of the same date. The reports of UHY on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2…

Changes in Control of Registrant. As previously disclosed, Aterian, Inc. (the “Company”) and David E. Lazar entered into a Securities Purchase Agreement on April 27, 2026 (the “Purchase Agreement”), pursuant to which Mr. Lazar purchased from the Company 1,750,000 shares of Series AA Convertible Non-Redeemable Preferred Stock, par value $0.0001 per share, of the Company (the “Series AA Preferred Stock” and such purchased shares, the “Series AA Preferred Shares”) and 1,750,000 shares of Series…

Director — Avraham Ben-Tzvi: The filing reports the resignation of a director and the immediate appointment of a successor, which is a standard board turnover event rather than the loss of a senior executive officer.

CFO — Joshua Feldman: The CFO was terminated pursuant to a separation agreement, creating a vacancy that requires an interim appointment by the CEO.

Notice of Failure to Satisfy a Continued Listing Rule or Standard Bid Price Notice On September 2, 2026, Aterian, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (the “Staff”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum b…

Material Modifications to Rights of Security Holders. The disclosure required by this Item and included in

Entry into a Material Definitive Agreement. As previously disclosed by Aterian, Inc. (the “ Company ” or “ Aterian ”), on June 25, 2026 and in connection with the Aterian Transactions (as defined below), the Board of Directors of the Company (the “ Board ”) declared a dividend (the “ Dividend ”) in the form of contingent value rights (each, a “ CVR ”) to record holders of the following Company securities as of the close of business on July 8, 2026 (the “ Record Date ”): (i) the Company’s comm…

Unregistered Sales of Equity Securities. The disclosure required by this Item and included in

Termination of a Material Definitive Agreement. On July 17, 2026, in connection with the Aterian Transactions (as defined below), all outstanding indebtedness under that certain Credit and Security Agreement, dated as of December 22, 2021, as amended from time to time, between the Company, together with certain of its subsidiaries party thereto as borrowers, the entities party thereto as lenders, and Midcap Funding IV Trust, as administrative agent (the “ Existing Credit Agreement ”), was rep…

Other Events. On July 15, 2026, the Board set August 17, 2026 as the payment date for the Dividend.

Completion of Acquisition or Disposition of Assets. Completion of Asset Sale On July 17, 2026, the Company completed its previously announced sale of assets to Trademark Global, LLC (“ Trademark Global ”), pursuant to that certain Asset Purchase Agreement, dated as of April 27, 2026 (the “ Asset Purchase Agreement ”). Pursuant to the Asset Purchase Agreement, Trademark Global acquired certain specified assets and liabilities of the Company, including, among other things, assets associated wit…

CEO — Arturo Rodriguez: Arturo Rodriguez's position as CEO terminated, but he will provide transition services and remain on the Board.

Changes in Control of Registrant. The disclosure required by this Item and included in Items 2.01, 5.02 and 5.03 of this Current Report is incorporated herein by reference. Upon the Second SPA Closing, the Series AAA Preferred Shares were issued to Lazar, at which time Lazar became the beneficial owner of approximately 95.8% of the Company’s issued and outstanding voting securities, which constitutes a change in control of the Company. On a fully-diluted basis, Lazar’s ownership of the Compan…

Regulation FD Disclosure. On July 10, 2026, Aterian, Inc. (the “Company” or “Aterian”) convened and adjourned, without conducting any business, the special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, a total of 5,278,277 shares, or 48.65% of the shares of the Company’s common stock, par value $0.0001 per share, issued and outstanding and entitled to vote as of May 29, 2026, the record date for the Special Meeting, were present virtually or represented by proxy…

Regulation FD Disclosure. As previously announced by Aterian, Inc. (the “Company” or “Aterian”), the Company entered into (i) an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Trademark Global, LLC (“Trademark Global”), pursuant to which Trademark Global agreed to acquire substantially all assets of the Company used in its consumer products business, including certain of its marquee brands, and to assume certain related liabilities (the “Asset Sale”), and (ii) a Securities Pur…

Regulation FD Disclosure. On April 28, 2026, the Company issued a press release announcing the execution of the definitive agreements in respect of the Aterian Transactions. A copy of the press release is attached to this report as Exhibit 99.1. The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exc…

Chief Executive Officer — David E. Lazar: Lazar was appointed as the new CEO following a securities purchase agreement.

Material Modifications to Rights of Security Holders. The disclosure required by this Item and included in

Unregistered Sales of Equity Securities The disclosure required by this Item and included in

Entry into a Material Definitive Agreement. Asset Purchase Agreement On April 27, 2026, Aterian, Inc. (the “Company” or “Aterian”) and Trademark Global, LLC (“Trademark Global”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which Trademark Global has agreed to acquire certain specified assets and liabilities of the Company, including, among other things, assets associated with the Company’s marquee brands: Mueller Living, PurSteam, hOmeLabs, Squatty Po…

Entry into a Material Definitive Agreement. On March 13, 2026, the Company entered into Amendment No. 5 (the “Amendment”) to the Credit and Security Agreement dated as of December 22, 2021 (the “Credit Agreement”) between the Company, together with certain of its subsidiaries party thereto as borrowers, the entities party thereto as lenders, and Midcap Funding IV Trust, as administrative agent. Material changes contained in the Amendment are as follows: a) Reduced the Minimum Credit Party Liq…