ATER · Aterian, Inc.

Aterian, Inc. announced a significant strategic restructuring involving the sale of its core brand portfolio and a change in control through a strategic investment. The company entered into an Asset Purchase Agreement with Trademark Global, LLC to sell assets associated with six marquee brands—Mueller Living, PurSteam, hOmeLabs, Squatty Potty, Healing Solutions, and Photo Paper Direct—for a base purchase price of $18 million in cash. This transaction represents a disposition of a substantial portion of the company's business operations. The closing is contingent upon stockholder approval and the company achieving specific contribution margin targets (not lower than 87.5% of projected margins). The agreement includes customary termination rights, with a termination fee of $1,080,000 and a cap on transaction expense reimbursements of $600,000 payable to the buyer under certain termination scenarios.

Concurrently, Aterian executed a Securities Purchase Agreement with David E. Lazar for a $7.0 million strategic investment. The financing involves two tranches: the first tranche of Series AA Preferred Stock closed on April 27, 2026, and the second tranche of Series AAA Preferred Stock is expected to close following stockholder approval. The investment terms result in a significant change of control, with Lazar expected to hold approximately 95.13% of the fully-diluted share capitalization post-closing. The Series AA Preferred Stock is convertible into Common Stock at a ratio of 7.7 shares per preferred share, while the Series AAA conversion ratio is variable (117.63 to 135.10 shares) based on the fully-diluted capitalization prior to the second closing. The company agreed to seek stockholder approval for proposals including increasing authorized common stock to 1 billion shares and effecting a reverse stock split.

In connection with the investment, David Lazar was immediately appointed to the Board of Directors and is designated to become the sole Chief Executive Officer following the second closing, succeeding Arturo Rodriguez. The company expects to continue operating its smaller legacy brands, Vremi and Xtava, following the asset sale. The transactions are expected to close in the second quarter of 2026.