Item 1.01. Entry into a Material Definitive Agreement.
On June 10, 2021, Aterian, Inc. (the "Company") entered into a Securities
Purchase Agreement (the "Purchase Agreement") with certain accredited investors
identified on the signature pages to the Purchase Agreement (collectively, the
"Investors") pursuant to which, among other things, the Company issued and sold
to the Investors, in a private placement transaction (the "Private Placement"),
an aggregate of 2,666,667 shares of common stock, par value $0.0001 per share
(the "Common Stock"), of the Company (the "Shares"), at an offering price of
$15.00 per Share. The Company intends to use the proceeds from the Private
Placement for working capital purposes, the conduct of its business and other
general corporate purposes, which may include acquisitions, investments in or
licenses of complementary products, technologies or businesses, operating
expenses and capital expenditures.
The Purchase Agreement contains customary representations, warranties and
agreements of the Company and the Investors, and customary conditions to
closing, indemnification obligations of the Company, other obligations of the
parties and termination provisions. Under the Purchase Agreement, subject to the
Investors' reasonable cooperation and provision of any required information, the
Company has agreed to use commercially reasonable efforts to file a registration
statement (the "Registration Statement") with the Securities and Exchange
Commission (the "SEC") for the purpose of registering all of the registrable
securities covered thereby for resale. The Company has also agreed to use
commercially reasonable efforts to cause the Registration Statement to become
effective within 60 days after the closing of the Private Placement, in the
event of no review by the SEC; otherwise, within ninety 90 days following the
closing of the Private Placement, and to keep such Registration Statement
effective at all times until no Investor owns any Shares. In addition, the
Company has agreed, subject to certain exceptions, not to enter into any
agreement to issue or announce the issuance or proposed issuance of any Common
Stock or Common Stock equivalents for a period of 60 days after the date the
Registration Statement is declared effective.
On June 10, 2021, the Company also entered into a placement agent agreement (the
"Placement Agent Agreement") with A.G.P./Alliance Global Partners (the
"Placement Agent"). The Placement Agent Agreement contains customary
representations, warranties and agreements by the Company and the Placement
Agent, indemnification obligations of the Company, other obligations of the
parties and termination provisions. Pursuant to the terms of the Placement Agent
Agreement, the Placement Agent acted as the sole placement agent for the Private
Placement and the Company paid to the Placement Agent a cash fee equal to 7.0%
of the gross proceeds received by the Company in the Private Placement and
reimbursed the Placement Agent for certain legal and other out-of-pocket
expenses incurred in connection with the Private Placement.
The foregoing summaries of the Purchase Agreement and the Placement Agent
Agreement do not purport to be complete and are qualified in their entirety by
reference to the full texts of the form of Purchase Agreement and the Placement
Agent Agreement that are filed herewith as Exhibits 10.1 and 10.2, respectively.
The representations, warranties and covenants contained in the Purchase
Agreement and the Placement Agent Agreement were made only for purposes of such
agreements and as of specific dates, were solely for the benefit of the parties
to the Purchase Agreement and the Placement Agent Agreement, respectively, and
may be subject to limitations agreed upon by the contracting parties and are
qualified by certain disclosures exchanged by the parties in connection with the
execution of the Purchase Agreement and the Placement Agent Agreement.
Accordingly, the Purchase Agreement and the Placement Agent Agreement are
incorporated herein by reference only to provide investors with information
regarding the terms of the Purchase Agreement and the Placement Agent Agreement,
and not to provide investors with any other factual information regarding the
Company or its business, and should be read in conjunction with the disclosures
in the Company's periodic reports and other filings with the SEC.
This report does not constitute an offer to sell, or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such state
This Current Report on Form 8-K contains forward-looking statements that involve
risks and uncertainties, such as statements related to the expected use of the
proceeds from the Private Placement. The risks and uncertainties involved
include the Company's financial position, market conditions and other risks
detailed from time to time in the Company's periodic reports and other filings
with the SEC. You are cautioned not to place undue reliance on forward-looking
statements, which are based on the Company's current expectations and
assumptions and speak only as of the date of this Current Report on Form 8-K.
The Company does not intend to revise or update any forward-looking statement in
this Current Report on Form 8-K as a result of new information, future events or
otherwise, except as required by law.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K in
relation to the Shares is incorporated herein by reference.
On June 10, 2021, the Company entered into the Purchase Agreement, whereby the
Company agreed to issue and sell to the Investors up to an aggregate of
$40.0 million of Shares. The closing of the Private Placement occurred on
June 15, 2021.
The Shares were offered and sold to the Investors pursuant to an exemption from
the registration requirement of the Securities Act provided in Section 4(a)(2)
of the Securities Act and/or Rule 506 of Regulation D thereunder. Each of the
Investors represented that it was an "accredited investor," as defined in
Regulation D, and was acquiring the securities for investment only and not with
a view towards, or for resale in connection with, the public sale or
distribution thereof. Accordingly, the securities have not been registered under
the Securities Act and they may not be offered or sold in the United States
absent registration or an exemption from registration under the Securities Act
and any applicable state securities laws.
Item 8.01. Other Information.
On June 10, 2021, the Company issued the press release attached hereto as
Exhibit 99.1 announcing the entry into the Purchase Agreement and the closing of
the issuance and sale of the Shares.
Item 9.01. Financial Statements and Exhibits.
10.1 Form of Securities Purchase Agreement, dated June 10, 2021, by and among
Aterian, Inc. and the Investors identified on the signature pages to the
Securities Purchase Agreement.
10.2 Placement Agent Agreement, dated June 10, 2021, by and among Aterian,
Inc. and A.G.P./Alliance Global Partners.
99.1 Press release, dated June 10, 2021.
104 Cover Page Interactive Data File, formatted in Inline Extensible Business
Reporting Language (iXBRL).
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