Aterian (ATER) Proxy filing summary

Executive summary

• Entered into an Asset Purchase Agreement to sell marquee brands for $18 million in cash, subject to adjustments, to Trademark Global, with closing expected in Q2 2026 pending shareholder approval.

• Entered into a Securities Purchase Agreement for a $7 million strategic investment from David Lazar, split into two tranches of $3.5 million each, with the second tranche contingent on shareholder approval.

• Following the transactions, Lazar will hold approximately 95.13% of the fully-diluted share capitalization and will be appointed CEO after the second closing.

• Net proceeds from the asset sale are expected to be distributed to shareholders, potentially via a Contingent Value Right (CVR), after transaction expenses and debt repayment.

Voting matters and shareholder proposals

• Shareholder approval is required for both the asset sale and the issuance of common stock upon conversion of preferred shares.

• A special meeting will be convened to vote on the asset sale, preferred stock conversion, board expansion, and a reverse stock split.

• Directors and executive officers have entered into a voting agreement to support all board-recommended proposals.

Board of directors and corporate governance

• The board will expand to five members, with Lazar joining immediately and the right to nominate four additional directors after shareholder approval.

• Lazar will become CEO following the second closing, succeeding Arturo Rodriguez, who will assist in the transition.

• Board actions are subject to compliance with Nasdaq listing rules.