false 0001757715 0001757715 2023-08-11 2023-08-11
 
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): August 11, 2023
 
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)
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:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
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
  
Name of each exchange on which registered
Common Stock, $0.0001 par value
  
ATER
  
The Nasdaq Stock 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 5.07 Submission of Matters to a Vote of Security Holders
 
Aterian, Inc. (the “Company”) reconvened its adjourned Annual Meeting of Stockholders on August 11, 2023 (the “Annual Meeting”). The purpose of the Annual Meeting was described in the Company’s definitive proxy statement as filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 2, 2023 and the supplement to the proxy statement filed with the SEC by the Company on June 30, 2023 (together, the “Proxy Statement”). Of the 81,625,501 shares of the Company’s common stock outstanding as of May 17, 2023 (the “Record Date”), 34,189,455 shares, or 41.88% were represented in person or by proxy, which total constituted a quorum of the issued and outstanding shares as of the Record Date.
 
Set forth below is a brief description of the matters voted upon at the Annual Meeting and the voting results with respect to such matters.
 
Proposal No. 1: To approve the election of Bari A. Harlam and William Kurtz as Class I Directors to serve until our 2026 Annual Meeting of Stockholders.
 
Nominee
  
For
  
Withheld
  
Broker Non-votes
Bari A. Harlam
  
12,661,655
  
2,350,503
  
19,177,297
William Kurtz
  
11,742,618
  
3,269,540
  
19,177,297
 
Proposal No. 2: To grant discretionary authority to our Board to (A) amend our Amended and Restated Certificate of Incorporation to effect one or more consolidations of the issued and outstanding shares of our common stock, par value $0.0001 per share (“Common Stock”), pursuant to which the shares of Common Stock would be combined and reclassified at ratios within the range from 1-for-2 up to 1-for-30 (the “Reverse Stock Split”) and (B) determine whether to arrange for the disposition of fractional interests by stockholders entitled thereto, to pay in cash the fair value of fractions of a share of Common Stock as of the time when those entitled to receive such fractions are determined, or to entitle stockholders to receive from our transfer agent, in lieu of any fractional share, the number of shares of Common Stock rounded up to the next whole number, and to amend our Amended and Restated Certificate of Incorporation in connection therewith, provided that any Reverse Stock Split must be completed on or before the day immediately prior to the date of the 2024 Annual Meeting of Stockholders.
 
             
For
  
Against
  
Abstentions
  
Broker Non-Votes
25,933,757
  
8,117,347
  
138,351
  
0
 
Proposal No. 4: To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 203.
 
For
  
Against
  
Abstentions
  
Broker Non-Votes
32,189,897
  
1,083,964
  
915,594
  
0
 
 
 
 
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.
  
       
       
Date:  August 14, 2023
By:
/s/ Joseph A. Risico
  
   
Name: Joseph A. Risico
  
   
Title: Co-Chief Executive Officer
  
 
 
v3.23.2
Document And Entity Information
Aug. 11, 2023
Document Information [Line Items]  
Entity, Registrant Name Aterian, Inc.
Document, Type 8-K
Document, Period End Date Aug. 11, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-38937
Entity, Tax Identification Number 83-1739858
Entity, Address, Address Line One 350 Springfield Avenue, Suite 200
Entity, Address, City or Town Summit
Entity, Address, State or Province NJ
Entity, Address, Postal Zip Code 07901
City Area Code 347
Local Phone Number 676-1681
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol ATER
Security Exchange Name NASDAQ
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001757715
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