Current Report Filing (8-k)
14 January 2023 - 08:37AM
Edgar (US Regulatory)
false000175771500017577152023-01-132023-01-13
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):
January 13, 2023
Aterian, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-38937
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83-1739858
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Aterian, Inc.
37
East 18th Street,
7th
Floor
New York,
NY
10003
(Address of Principal Executive Offices)(Zip Code)
(347)
676-1681
(Registrant’s
telephone number, including area code)
N/A
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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ATER
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The Nasdaq Stock Market LLC
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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.
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Item 8.01 Other Events
Settlement of Derivative Lawsuit
Aterian, Inc. (the “Company”) is filing this Current Report on Form
8-K to provide an update on the proposed settlement of the
previously disclosed shareholder derivative action, captioned Zhang
v. Aterian, Inc., et al.On October 21 and 25, 2021, and November
10, 2021, three shareholder derivative actions were filed on behalf
of Aterian by Shaoxuan Zhang, Michael Sheller, and Tyler Magnus
(the “Plaintiffs”) in the U.S. District Court for the Southern
District of New York (the “Court”). These actions, naming current
and former directors and officers of the Company as defendants, and
Aterian as a nominal defendant, asserted that the individual
defendants breached their fiduciary duties and violated federal
securities laws, among other claims. (These actions were predicated
on substantively the same factual allegations made in the
previously disclosed putative securities action consolidated under
the caption Tate v. Aterian, Inc., et. al., 21-cv-04323-VM (the
“Securities Action”).) By Order dated November 16, 2021, the three
cases were consolidated into a single action docketed under the
Zhang case number (the “Derivative Action”).
All defendants vehemently deny and continue to deny each of the
claims and allegations of wrongdoing made in the Derivative Action
(and in the Securities Action).
As previously disclosed, on September 12, 2022, the Court entered a
final judgment approving a settlement in the Securities Action and,
on December 12, 2022, the parties reached an agreement and entered
into a Stipulation and Agreement of Settlement (the “Stipulation”)
to resolve the Derivative Action. Under the Stipulation, the
Company agreed to adopt certain corporate governance reforms, the
terms of which are outlined in Exhibit A to the Stipulation, and a
payment of the Plaintiffs’ attorneys’ fees and expenses of
$250,000. The proposed settlement was preliminarily approved by the
Court on December 29, 2022, and a hearing to determine whether the
Court should give final approval to the settlement has been
scheduled for March 17, 2023, at 11:00 a.m.
As ordered by the Court, the Stipulation and Agreement of
Settlement and all exhibits thereto, as well as the Notice of
Pendency and Proposed Settlement of Stockholder Derivative Action,
are attached as Exhibits 99.1 and 99.2 to this Current Report on
Form 8-K. Additionally, the Stipulation and all exhibits are also
available on the Company’s Investor Relations website at
https://ir.aterian.io/.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
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ATERIAN, INC.
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Date: January 13, 2023
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By:
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/s/ Yaniv Sarig
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Name: Yaniv Sarig
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Title:
President and Chief Executive Officer
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