{"url_path":"/sec/ater/8-k/2026-07-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1757715/0001437749-26-023879-index.html","accession_number":"0001437749-26-023879","cik":"0001757715","ticker":"ATER","issuer_name":"Aterian, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1757715/0001437749-26-023879-index.html","primary_entity_key":"0001757715","primary_entity_name":"Aterian, Inc."},"word_count":528,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\nAs previously disclosed by Aterian, Inc. (the “***Company***” or “***Aterian***”), on June 25, 2026 and in connection with the Aterian Transactions (as defined below), the Board of Directors of the Company (the “***Board***”) declared a dividend (the “***Dividend***”) in the form of contingent value rights (each, a “***CVR***”) to record holders of the following Company securities as of the close of business on July 8, 2026 (the “***Record Date***”): (i) the Company’s common stock, par value $0.0001 per share (“***Common Stock***”) and (ii) certain warrants to purchase Common Stock that have not been exercised and settled prior to the Record Date (and which have the right to participate in the Dividend pursuant to the terms of their respective warrants).\n\n \n\nOn July 17, 2026, the Company entered into a Contingent Value Rights Agreement (the “***CVR Agreement***”) with Broadridge Corporate Issuer Solutions, LLC, as the “Rights Agent” (the “***Rights Agent***”) in connection with the Dividend.\n\n \n\nEach CVR will represent the contractual right to receive payments from the Company upon the actual receipt by the Company of proceeds derived from (i) the net proceeds of the Asset Sale (as defined below), after satisfaction of certain obligations, (ii) the Additional Reserves Remainder (as defined in the Securities Purchase Agreement (as defined below)), (iii) the net proceeds from the sale of any assets of the Company (other than the Asset Sale), subject to certain exceptions, (iv) the net amount of any release of any restricted cash or import bond held by the Company at or prior to the Second SPA Closing (as defined below), (v) the net proceeds from the receipt of cash or other proceeds in connection with or as a result of the release of any amounts held in escrow for the benefit of the Company and/or any of its equityholders in connection with the Asset Sale or in respect of any other transaction occurring at or prior to the Second SPA Closing, and (vi) the net proceeds of the Stock Sale (as defined below).\n\n \n\nThe payments under the CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs. There can be no assurance that any holders of CVRs will receive payments with respect thereto.\n\n \n\nThe right to the contingent payments contemplated by the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be registered with the Securities and Exchange Commission (“***SEC***”). The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in the Company or any of its affiliates. No interest will accrue on any amounts payable in respect of the CVRs.\n\n \n\nThe foregoing summary of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (“***Current Report***”) and is incorporated herein by reference."}