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…

Notice of Failure to Satisfy a Continued Listing Rule or Standard Bid Price Notice On December 9, 2025, Aterian, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price…

Regulation FD Disclosure. On December 8, 2025, Aterian, Inc. (the "Company") issued a press release announcing that the Company’s Board of Directors has authorized the initiation of a formal process to evaluate and explore strategic alternatives. These strategic alternatives could include, among other things, a potential sale of assets of the Company, a sale of the Company, a business combination, a merger or other strategic action. A copy of the press release is furnished herewith as Exhibit…

Results of Operations and Financial Condition. On November 13, 2025, Aterian, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including the press release attached hereto as Exhibit 99.1, is intended to be furnished under

Chief Technology Officer — Roi Zahut: Mr. Zahut resigned to accept another executive position outside the company.

Entry into a Material Definitive Agreement. On August 29, 2025, the Company entered into Amendment No. 4 (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 Li…

Results of Operations and Financial Condition. On August 13, 2025, Aterian, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including the press release attached hereto as Exhibit 99.1, is intended to be furnished under

Director — Sarah Liebel: Ms. Liebel is retiring due to increased responsibilities in her current professional role.

Chief Commercial Officer — Phillip A. Lepper: The employment of Phillip A. Lepper, Chief Commercial Officer, will end on June 4, 2025.

Costs Associated with Exit or Disposal Activities On May 14, 2025, the Company announced a fixed cost reduction plan, which includes a workforce reduction affecting approximately 20 employees. The Company expects to substantially complete this reduction by the end of the third quarter of 2025. In connection with this plan, the Company anticipates recognizing restructuring charges of approximately $2.3 million, primarily related to severance, during the second quarter of 2025. Severance paymen…