Aterian, Inc. Files 8-K: Accountant, Director, Officer Changes

TL;DR

ATER 8-K: New accountant, board shakeup, exec comp details filed 6/26.

AI Summary

Aterian, Inc. filed an 8-K on June 26, 2024, reporting on several key events. These include changes in its certifying accountant, the departure and election of directors and officers, and compensatory arrangements for certain officers. The filing also covers results of operations and financial condition, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate governance and financial reporting updates for Aterian, Inc., which could impact investor confidence and operational direction.

Risk Assessment

Risk Level: medium — The filing details changes in auditors and executive/director positions, which can signal underlying issues or strategic shifts that warrant closer investor scrutiny.

Key Players & Entities

• Aterian, Inc. (company) — Registrant
• June 26, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-38937 (company_id) — Commission File Number
• 81-1739858 (tax_id) — IRS Employer Identification No.
• 350 Springfield Avenue, Suite 200 Summit, New Jersey (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.0001 — e on which registered) Common Stock , $0.0001 Par Value ATER The Nasdaq Stock Mar
• $43,333.33 — nt, (i) the Company will pay Mr. Risico $43,333.33 per month during the Term, (ii) the Com
• $360,000 — received an increase in base salary to $360,000 per annum; - was granted 176,000 share
• $310,000 — an's annualized salary was increased to $310,000 in connection with this appointment as

Filing Documents

• ater20240626_8k.htm (8-K) — 45KB
• ex_693390.htm (EX-16.1) — 4KB
• ex_693037.htm (EX-99.1) — 18KB
• ex_693390img001.jpg (GRAPHIC) — 7KB
• logo.jpg (GRAPHIC) — 6KB
• 0001437749-24-021429.txt ( ) — 235KB
• ater-20240626.xsd (EX-101.SCH) — 3KB
• ater-20240626_def.xml (EX-101.DEF) — 12KB
• ater-20240626_lab.xml (EX-101.LAB) — 16KB
• ater-20240626_pre.xml (EX-101.PRE) — 12KB
• ater20240626_8k_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On June 26, 2024, Aterian, Inc. (the "Company") issued a press release regarding Joe Risico's resignation as the Company's Co-Chief Executive Officer and the appointment of Josh Feldman as the Company's Chief Financial Officer and announcing certain preliminary financial results for the second quarter ending June 30, 2024 (the "Press Release"). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report. The preliminary financial information presented in the Press Release is based on the Company's current expectations and may be adjusted as a result of, among other things, completion of customary quarter close procedures and financial review. In accordance with General Instructions B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including the Press Release attached hereto as Exhibit 99.1, shall be deemed to be "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Changes in Registrant ' s Certifying Accountant

Item 4.01 Changes in Registrant ' s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm. Following an assessment and review of several accounting firms undertaken by the Company, the Audit Committee of the Board of Directors of the Company (the "Committee") approved the appointment of UHY LLP ("UHY") as the Company's independent registered public accounting firm. As a result of the same process, the Committee approved the dismissal of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm. Pursuant to the Committee's approval and direction, effective on June 26, 2024, the Company dismissed Deloitte as its independent registered public accounting firm. Deloitte's report on the Company's consolidated financial statements for the two most recent fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles except for Deloitte's unqualified opinion on the financial statements that included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern. During the Company's two most recent fiscal years ended December 31, 2023 and 2022, and subsequent interim periods through the date of this report, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the matter in connection with its report. There were no reportable events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K that occurred within the years ended December 31, 2023 and 2022, and subsequent interim periods through the date of this report The Company has provided Deloitte with a copy of the disclosures it is m

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Co-Chief Executive Officer On June 26, 2024, Joseph Risico notified the Board of Directors (the "Board") of the Company of his decision to resign as Co-Chief Executive Officer of the Company and from the Board, effective as of June 26, 2024. Mr. Risico's decision to resign is not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Upon Mr. Risico's resignation from the Board, the authorized number of members of the Board was reduced to six. In connection with Mr. Risico's resignation, effective as of June 26, 2024, the Company entered into a consulting agreement with Mr. Risico (the "Consulting Agreement") for services as a consultant (the "Consulting Services"). The Consulting Agreement, provides that, commencing June 26, 2024, Mr. Risico will provide Consulting Services to the Company for three months (the "Term"). As consideration for the Consulting Services to be provided by Mr. Risico to the Company pursuant to the Consulting Agreement, (i) the Company will pay Mr. Risico $43,333.33 per month during the Term, (ii) the Company will pay COBRA premiums for Mr. Risico for a period of up to six months and (iii) Mr. Risico's outstanding unvested restricted stock awards shall continue vesting according to the original vesting schedules during the Term. Additionally, if Mr. Risico continues to provide the Consulting Services through September 24, 2024, complies with his obligations to the Company and re-executes the Consulting Agreement after the termination of the Consulting Services to release claims against the Company through the date of re-execution of the Consulting Agreement by no earlier than December 25, 2024 and no later than December 31, 2024, then, effective as of the date of re-execution, an additional 30,364 unvested

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 16.1 Letter from Deloitte to the Securities and Exchange Commission dated June 27, 2024. 99.1 Press Release, dated June 26, 2024. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 27, 2024 ATERIAN, INC. By: /s/ Arturo Rodriguez Arturo Rodriguez Chief Executive Officer

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View this 8-K filing on SEC EDGAR