Aterian (NASDAQ: ATER) director enters $7M convertible preferred deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Aterian, Inc. director David E. Lazar entered into a Securities Purchase Agreement to acquire preferred equity in the company. On April 27, 2026, he purchased 1,750,000 shares of Series AA Convertible Non-Redeemable Preferred Stock at $2.00 per share, for a total of $3,500,000, and currently holds no beneficially owned common stock.
The agreement also provides that, at a subsequent closing following required stockholder approvals, he will acquire an additional 1,750,000 Series AAA Convertible Non-Redeemable Preferred Shares at $2.00 per share, for another $3,500,000. After stockholder approvals and a charter amendment, each Series AA share will be convertible into 7.7 common shares, while each Series AAA share will convert into between 117.63 and 135.10 common shares, at the holder’s option for no additional consideration.
Positive
- None.
Negative
- None.
Insights
Aterian director commits up to $7M across two preferred series.
The filing shows director David E. Lazar buying $3,500,000 of Series AA preferred stock at $2.00 per share, with a contractual commitment for an additional $3,500,000 in Series AAA preferred at a later closing after specific stockholder approvals.
The preferred shares are perpetual and only become convertible into common stock once stockholders approve the common issuance, an increase in authorized common, and related matters, including board designees and a reverse stock split. Until those steps occur, the economic exposure is through preferred rather than common equity.
Conversion terms are significant: each Series AA share converts into 7.7 common shares, while each Series AAA share converts into between 117.63 and 135.10 shares, depending on fully diluted capitalization. Actual dilution and governance impact will depend on the stockholder approvals referenced for the subsequent closing and charter amendment.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Lazar David E.
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Series AA Convertible Non-Redeemable Preferred Stock | 1,750,000 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Series AA Convertible Non-Redeemable Preferred Stock — 1,750,000 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- No shares of common stock are beneficially owned. 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. 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. 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. Each class of Preferred Stock is perpetual and therefore has no expiration date.
Key Figures
Series AA shares acquired: 1,750,000 shares
Series AA purchase price: $2.00 per share
Series AA total investment: $3,500,000
+4 more
7 metrics
Series AA shares acquired
1,750,000 shares
Series AA Convertible Non-Redeemable Preferred Stock purchased by director
Series AA purchase price
$2.00 per share
Cash price paid for each Series AA preferred share
Series AA total investment
$3,500,000
Aggregate purchase price for 1,750,000 Series AA preferred shares
Planned Series AAA shares
1,750,000 shares
Series AAA preferred to be acquired at subsequent closing
Planned Series AAA investment
$3,500,000
Aggregate purchase price for Series AAA preferred at $2.00 per share
Series AA conversion ratio
7.7 common shares per share
Conversion into common stock after Stockholder Approvals
Series AAA conversion range
117.63–135.10 common shares per share
Conversion range based on fully diluted capitalization
Key Terms
Series AA Convertible Non-Redeemable Preferred Stock, Series AAA Convertible Non-Redeemable Preferred Stock, Securities Purchase Agreement, Stockholder Approval, +2 more
6 terms
Series AA Convertible Non-Redeemable Preferred Stock financial
"acquired 1,750,000 shares of Series AA Convertible Non-Redeemable Preferred Stock"
Series AAA Convertible Non-Redeemable Preferred Stock financial
"will also acquire, at a subsequent closing, 1,750,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock"
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the "Purchase Agreement") pursuant to which the Reporting Person acquired"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Stockholder Approval regulatory
"subsequent closing promptly following the receipt of Stockholder Approval"
Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.
fully-diluted capitalization financial
"based on the Company's fully-diluted capitalization as determined under the Purchase Agreement"
Fully-diluted capitalization is the total number of shares that would exist if every potential share — such as stock options, warrants, convertible debt and other instruments that can be turned into stock — were converted or exercised today. Investors use it like counting every possible slice of a pie to judge how much of the company each share represents; a larger fully-diluted count can lower per-share earnings, ownership percentages and implied value.
reverse stock split financial
"subject to stockholder approval of additional matters, including the election of Reporting Person designees to the Board and a reverse stock split"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
FAQ
What did Aterian (ATER) director David E. Lazar purchase in this Form 4?
David E. Lazar bought 1,750,000 shares of Aterian’s Series AA Convertible Non-Redeemable Preferred Stock at $2.00 per share, for a total of $3,500,000. This transaction reflects a direct preferred equity investment rather than a grant or option exercise.
Does David E. Lazar own any Aterian (ATER) common stock after this filing?
The filing states that no shares of Aterian common stock are beneficially owned by David E. Lazar. His economic interest is currently through preferred shares, which only become convertible into common stock after specified stockholder approvals and a related charter amendment.
What are the conversion ratios for Aterian (ATER) Series AA and Series AAA preferred?
After the required stockholder approvals, each Series AA Preferred Share converts into 7.7 shares of Aterian common stock. Each Series AAA Preferred Share converts into at least 117.63 and up to 135.10 common shares, based on the fully diluted capitalization defined in the purchase agreement.