{"url_path":"/sec/ater/8-k/2026-07-20/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.**","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":731,"has_tables":true,"body_markdown":"**Item 5.07. Submission of Matters to a Vote of Security Holders.**\n\n \n\nAs previously disclosed, on July 10, 2026, the Company convened and adjourned the special meeting of stockholders, which was reconvened on July 17, 2026 (such meeting, as reconvened, the “***Special Meeting***”), in a virtual meeting format via live webcast. At the Special Meeting, a total of 6,196,341 shares of Common Stock, or approximately 57.11% of the 10,849,410 shares of Common Stock, issued and outstanding, as of the close of business on May 29, 2026, the record date for the Special Meeting, were represented virtually or by proxy, which was sufficient to constitute a quorum for the purpose of transacting business at such meeting.\n\n \n\nAt the Special Meeting, the Company’s stockholders considered eight proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on June 9, 2026, as supplemented from time to time (the “***Definitive Proxy Statement***”).\n\n \n\nSet forth below is a brief description of each matter voted upon at the Special Meeting and the voting results with respect to each matter.\n\n \n\n**Proposal No. 1:** To consider and vote upon a proposal to approve the sale of substantially all of the assets of the Company pursuant to the Asset Purchase Agreement (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof), by and between the Company and Trademark Global (the “***Asset Sale Proposal***” or “***Proposal 1***”).\n\n \n\n**For**\n\n**Against**\n\n**Abstentions**\n\n**Broker****Non-Votes**\n\n6,042,027\n\n137,096\n\n17,218\n\n–\n\n \n\n**Proposal No. 2:** To elect Avraham Ben-Tzi as Class II director and David Natan as Class III director to serve until the 2027 and 2028 annual meetings of stockholders, respectively, and until their respective successors have been duly elected and qualified (the “***Director Election Proposal***” or “***Proposal 2***”).\n\n \n\nAvraham Ben-Tzi:\n\n \n\n**For**\n\n**Withhold**\n\n**Broker****Non-Votes**\n\n5,979,121\n\n217,220\n\n–\n\n \n\nDavid Natan:\n\n \n\n**For**\n\n**Withhold**\n\n**Broker****Non-Votes**\n\n5,756,971\n\n439,370\n\n–\n\n \n\n**Proposal No. 3:** To approve, in accordance with Nasdaq Listing Rule 5635(b) (such rules, the “***Nasdaq Listing Rules***”), the issuance of shares of Common Stock, upon conversion of the Preferred Stock (the “***Change of Control Proposal***” or “***Proposal 3***”).\n\n \n\n**For**\n\n**Against**\n\n**Abstentions**\n\n**Broker****Non-Votes**\n\n5,856,704\n\n274,767\n\n64,870\n\n–\n\n \n\n \n\n**Proposal No. 4:** To approve, in accordance with Nasdaq Listing Rule 5635(c), the issuance of shares of Common Stock upon the conversion of the Preferred Stock to a director of the Company (the “***Related Party Proposal***” or “***Proposal 4***”).\n\n \n\n**For**\n\n**Against**\n\n**Abstentions**\n\n**Broker****Non-Votes**\n\n5,860,819\n\n274,743\n\n60,779\n\n–\n\n \n\n**Proposal No. 5:** To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock upon conversion of the Preferred Stock (the “***Issuance Proposal***” or “***Proposal 5***”).\n\n \n\n**For**\n\n**Against**\n\n**Abstentions**\n\n**Broker****Non-Votes**\n\n5,869,703\n\n272,731\n\n53,907\n\n–\n\n \n\n**Proposal No. 6:** To approve an amendment to the Charter, in the form set forth on Annex C attached to the accompanying proxy statement, to effect a reverse stock split (the “***Reverse Stock Split***”) with respect to the Company’s issued and outstanding shares of Common Stock having an aggregate ratio of 1-for-2 to 1-for-99 (the “***Range***”), with the ratio at which the Reverse Stock Split would be effected to be a ratio within the Range to be determined at the discretion of the Board and included in a public announcement by the Company before the effectiveness of a Reverse Stock Split (the “***Reverse Stock Split Proposal***” or “***Proposal 6***”).\n\n \n\n**For**\n\n**Against**\n\n**Abstentions**\n\n**Broker****Non-Votes**\n\n5,527,027\n\n629,497\n\n39,817\n\n–\n\n \n\n**Proposal No. 7:** To approve an amendment to the Charter, in the form set forth on Annex D attached to the accompanying proxy statement, to increase the authorized shares of Common Stock from 500,000,000 to up to 1,000,000,000 at the discretion of the Board (the “***Authorized Stock Increase Proposal***” or “***Proposal 7***”).\n\n \n\n**For**\n\n**Against**\n\n**Abstentions**\n\n**Broker****Non-Votes**\n\n5,554,814\n\n601,732\n\n39,795\n\n–\n\n \n\n**Proposal No. 8:** To approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, to solicit additional votes in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the foregoing proposals (the “***Adjournment Proposal***” or “***Proposal 8***”).\n\n \n\n**For**\n\n**Against**\n\n**Abstentions**\n\n**Broker****Non-Votes**\n\n5,695,009\n\n467,131\n\n34,201\n\n–\n\n \n\nAn adjournment of the Special Meeting was not necessary because there were sufficient votes in favor of Proposals 1, 2, 3, 4, 5, 6 and 7.\n\n \n\nNo other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting."}