{"url_path":"/sec/ater/8-k/2026-07-20/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","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":782,"has_tables":true,"body_markdown":"**Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\n*Series AAA Preferred Stock Certificate of Designation*\n\n \n\nOn July 17, 2026, the Company filed a Certificate of Designation of Preferences and Rights of Series AAA Convertible Non-Redeemable Preferred Stock of the Company with the Secretary of State of Delaware designating the rights, preferences and limitations of the shares of the Series AAA Preferred Stock (the “***Series AAA Certificate of Designation***”). Each Series AAA Preferred Share may be converted into 135.1 shares of Common Stock, which number is based on a conversion price of $0.0184, as determined in accordance with the terms of the Securities Purchase Agreement and set forth in the Series AAA Certificate of Designation.\n\n \n\nAs previously disclosed, at the Initial SPA Closing, the Company filed a Certificate of Designation of Preferences and Rights of Series AA Convertible Non-Redeemable Preferred Stock of the Company with the Secretary of State of Delaware designating the rights, preferences and limitations of the shares of the Series AA Preferred Stock (the “***Series AA Certificate of Designation***” and, together with the Series AAA Certificate of Designation, the “***Certificates of Designation***”). Each Series AA Preferred Share may be converted into 7.7 shares of Common Stock, based on a conversion price of $0.25974, as set forth in the Series AA Certificate of Designation.\n\n \n\nThe Preferred Stock ranks:\n\n \n\n \n\n●\n\nsenior to all of the Common Stock;\n\n \n\n●\n\nsenior to any class or series of capital stock of the Company hereafter created specifically ranking by its terms junior to the Preferred Stock (“***Junior Securities***”); and\n\n \n\n●\n\non parity with each other (i.e., Series AA Preferred Stock ranks *pari passu*with the Series AAA Preferred Stock);\n\n \n\nin each case, as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily (each, a “***Dissolution***”).\n\n \n\nIn the event of a Dissolution, holders of the Preferred Stock will be entitled to receive, before any distributions to the holders of the Common Stock and the holders of Junior Securities, an amount per share of Preferred Stock equal to the greater of (i) $2.00 (subject to adjustment in the event of any stock split, combination or reclassification), plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of the Preferred Stock been converted into Common Stock (without regard to any restrictions on conversion) immediately prior to such Dissolution. Shares of Preferred Stock will be entitled to receive dividends equal to (on an as-if-converted-to-Common Stock basis), and in the same form and manner as, dividends actually paid on shares of Common Stock. For the avoidance of any doubt, neither a change in control of the Company, the merger or consolidation of the Company with or into any other entity, nor the sale, lease, exchange or other disposition of all or substantially all of the Company’s assets shall, in and of itself, be deemed to constitute a Dissolution.\n\n \n\nShares of Preferred Stock generally have no voting rights, except to the extent provided by applicable law, and except that the consent of the holders of a majority of the outstanding shares of the Preferred Stock will be required to (i) alter, repeal or change the powers, preferences or rights of the Preferred Stock or alter or amend the Certificates of Designation so as to adversely affect the Preferred Stock; (ii) supplement, amend, restate, repeal or waive any provision of the Company’s amended and restated certificate of incorporation or bylaws, or file any certificate of amendment, certificate of designation, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of or restrictions provided for the benefit of the Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Company’s amended and restated certificate of incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise; (iii) increase or decrease (other than by conversion) the number of authorized shares of the Preferred Stock; or (iv) enter into any agreement with respect to any of the foregoing.\n\n \n\n \n\nThe foregoing description of the Series AAA Certificate of Designation and the Series AA Certificate of Designation, which terms are identical, except as to conversion price, does not purport to be complete and is qualified in its entirety by reference to the full text of the Series AAA Certificate of Designation filed as Exhibit 3.1 to this Current Report and the Series AA Certificate of Designation filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on April 29, 2026, each of which is incorporated herein by reference."}