Aterian: Chang Woei Jiann acquires about 10% stake

Closing the share purchase coincided with William H Crampton's appointment to Aterian's board to fill a vacancy.

Rhea-AI Filing Summary

Aterian, Inc. (ATER) investor Chang Woei Jiann purchased 193,347 shares of Series AAA Preferred Stock from David E. Lazar, then the issuer’s controlling shareholder, for an aggregate purchase price of $1,296,000. The preferred shares were subsequently converted into 26,121,180 shares of common stock. The transactions under the agreement occurred on September 25, 2026. Based on 261,129,410 common shares outstanding, Jiann reported beneficial ownership of approximately 10.00%.

In connection with the closing, William H Crampton was appointed to Aterian’s board to fill a vacancy following Avraham Ben-Tzv’s resignation. Jiann stated that, depending on prevailing market, economic and other conditions, he may acquire additional common stock or discuss future acquisitions with Aterian.

Filing Explained

Jiann reports sole voting and disposition authority over all 26,121,180 shares in his 10% stake, so the votes attached to that stake are attributed to him alone rather than shared.

Key Figures

Series AAA Preferred Stock purchased: 193,347 shares Aggregate purchase price: $1,296,000 Common Stock received on conversion: 26,121,180 shares +2 more

5 metrics

Series AAA Preferred Stock purchased 193,347 shares Private transaction

Aggregate purchase price $1,296,000 Purchase from David E. Lazar

Common Stock received on conversion 26,121,180 shares Preferred shares subsequently converted

Beneficial ownership Approximately 10.00% Chang Woei Jiann’s reported ownership of Aterian common stock

Common shares outstanding 261,129,410 shares Basis stated for the reported ownership percentage

Key Terms

beneficially owns, Series AAA Preferred Stock, Securities Purchase Agreement, sole voting power, +1 more

5 terms

beneficially owns regulatory

"The Reporting Person beneficially owns 26,121,180 shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Series AAA Preferred Stock financial

"purchase 193,347 shares of Series AAA Preferred Stock"

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement"

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.

sole voting power regulatory

"Sole Voting Power 26,121,180.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power regulatory

"Sole Dispositive Power 26,121,180.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ATER shares did Chang Woei Jiann acquire?

Chang Woei Jiann purchased 193,347 shares of Series AAA Preferred Stock from David E. Lazar for an aggregate purchase price of $1,296,000; the preferred shares were subsequently converted into 26,121,180 shares of common stock. The transactions contemplated by the agreement occurred on September 25, 2026.

What percentage of ATER does Chang Woei Jiann own?

Chang Woei Jiann reported beneficial ownership of 26,121,180 shares, representing approximately 10.00% of Aterian’s common stock. The stated percentage is based on 261,129,410 common shares outstanding.

Could Chang Woei Jiann acquire more ATER shares?

He stated that, depending on prevailing market, economic and other conditions, he may from time to time acquire additional common stock or discuss future acquisitions with Aterian. Potential methods listed include open-market purchases, privately negotiated transactions and direct acquisitions from Aterian.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 05:17 PM Accepted by SEC EDGAR 10/02/2026 - 05:16 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Aterian, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

02156U200

(CUSIP Number)

CHANG WOEI JIANN
NO. 03-03, BLOK 68, TAMAN UNGKU TUN AMINAH
SKUDAI, N8, 81300
852 69304427

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/25/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 02156U200

1

Name of reporting person

Chang Woei Jiann

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MALAYSIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 26,121,180.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,121,180.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,121,180.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The figure in Item 13 is based upon 261,129,410 shares of common stock, $0.0001 par value per share (the "Common Stock") of Aterian, Inc. (the "Issuer") outstanding.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Aterian, Inc.
(c)	Address of Issuer's Principal Executive Offices: 350 SPRINGFIELD AVENUE, SUITE #200, SUMMIT, NEW JERSEY , 07901.
Item 2.	Identity and Background
(a)	This statement is filed by Chang Woei Jiann (the "Reporting Person"). The Reporting Person beneficially owns approximately 10.00% of the outstanding Common Stock of the Issuer.
(b)	The principal business address of the Reporting Person is No. 03-03, Blok 68, Taman Ungku Tun Aminah, Skudai, Malaysia 81300.
(c)	See (a)
(d)	None
(e)	None
(f)	Chang Woei Jiann is a citizen of Malaysia.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	On September 1, 2026, the Reporting Person, as one of the multiple purchasers, entered into a Securities Purchase Agreement (the "SPA") with David E. Lazar (the "Seller"), the then controlling shareholder of the Issuer, pursuant to which the Reporting Person agreed to purchase, in a private transaction, 193,347 shares of Series AAA Preferred Stock of the Issuer, which were subsequently converted into 26,121,180 shares of Common Stock of the Issuer, from the Seller for an aggregate purchase price of $1,296,000. The transactions contemplated by the SPA occurred on September 25, 2026. In connection with the closing of the transaction contemplated by the SPA, William H Crampton was appointed to serve as a member of the board of directors of the Issuer (the "Board") to fill in the vacancy due to the resignation of the Avraham Ben-Tzv. The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, which is filed as Exhibit 99.1 hereto. Depending on prevailing market, economic and other conditions, the Reporting Person may from time to time acquire additional Common Stock or engage in discussions with the Issuer concerning future acquisitions of its shares. Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Issuer or otherwise. Except as set forth in this Item 4, the Reporting Person has no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any material change in the present capitalization or dividend policy of the Issuer; (e) any other material change in the Issuer's business or corporate structure; (f) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (g) a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (i) any action similar to any of those enumerated above. The Reporting Person may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (i) of this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference into this Item 5(a). The aggregate number and percentage of Common Stock of the Issuer beneficially or directly owned by the Reporting Person is based upon the 261,129,410 shares of the outstanding Common Stock of the Issuer. The Reporting Person beneficially owns 26,121,180 shares of Common Stock of the Issuer, representing approximately 10.00% of the outstanding Common Stock of the Issuer.
(b)	The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference into this Item 5(b). The beneficial ownership of the Reporting Person is 26,121,180 shares of Common Stock of the Issuer, representing approximately 10.00% of the outstanding Common Stock of the Issuer.
(c)	Other than the purchase of the Common Stock of the Issuer as reported in this Schedule 13D, no transactions in the Common Stock were effected during the past sixty (60) days by the Reporting Person.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Schedule 13D are hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	99.1 Form of Securities Purchase Agreement, dated as of September 1, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Chang Woei Jiann

Signature:	/s/ Chang Woei Jiann
Name/Title:	Chang Woei Jiann
Date:	10/02/2026