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ater20240321_8k.htm
false 0001757715 0001757715 2024-03-20 2024-03-20
 
UNITED STATES
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): March 20, 2024
 
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.)
 
 
 
Aterian, Inc.
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)
 
 
(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 (see General Instructions A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
--12-31
 
☐
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 pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on
which registered
Common Stock, $0.0001 par value per share
  
ATER
  
The Nasdaq 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 3.03
Material Modification to Rights of Security Holders.
 
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
 
Item 5.03
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Aterian, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to affect a 1 - 12 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) on March 20, 2024. The Certificate of Amendment will not decrease the number of authorized shares of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be rounded up to the nearest whole number. The number of any outstanding awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issued are automatically adjusted to reflect the effects of the Reverse Stock Split. The Reverse Stock Split impacts all holders of the Common Stock proportionally and does not impact any stockholder’s percentage ownership of Common Stock (except to the extent the Reverse Stock Split results in any stockholder owning fractional shares).
 
The Common Stock will begin trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market when the market opens on March 22, 2024. The trading symbol for the Common Stock will remain “ATER.” The Common Stock was assigned a new CUSIP number (02156U200) following the Reverse Stock Split.
 
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
No.
  
Description
3.1
  
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
1
 
 
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.
   
Dated: March 21, 2024
By:
/s/ Joseph A Risico
 
Name:  
Joseph A Risico
 
Title:
Co-Chief Executive Officer
 
 
2
ex_643063.htm

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF 

ATERIAN, INC.

 

a Delaware corporation

 

Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Aterian, Inc., a corporation organized and existing under the DGCL (the “Corporation”), hereby certifies as follows:

 

A. On March 8, 2024, the Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable the following amendment (the “Amendment”) to the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate”).

 

B. The Certificate is hereby amended by adding the following paragraph:

 

“TWELFTH: Effective 8:00 a.m. Eastern Time March 22, 2024, every twelve (12) shares of Common Stock then issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined, converted and changed into one (1) share of Common Stock (the “Reverse Stock Split”); provided, however, that the number of shares of Common Stock and the number of shares of Preferred Stock authorized pursuant to ARTICLE FOURTH shall not be altered. No fractional shares shall be issued upon the Reverse Stock Split. Any shareholder holding a fractional share following the Reverse Stock Split shall have their fractional share rounded up to the next whole number, without any action on the part of the shareholder."

 

C. This Amendment has been duly approved and adopted by a majority of the stockholders of the Corporation entitled to vote thereon in accordance with the provisions of Section 242 of the DGCL.

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, to be signed by a duly authorized officer of the Corporation on this 20th day of March 2024.

 

 

By:

/s/ Christopher Porcelli

  
 

     Name: Christopher J. Porcelli

  
 

     Title: Corporate Secretary