General form for registration of securities under the Securities Act of 1933



BGCOLOR="WHITE">




Table of Contents






As filed with the Securities and Exchange Commission on May 28, 2021.




Registration No. 333-










UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549











FORM S-1





REGISTRATION STATEMENT





UNDER






THE
SECURITIES ACT OF 1933











Aterian, Inc.




(Exact name
of Registrant as specified in its charter)







































Delaware




3634





83-1739858





(State or other jurisdiction of


incorporation or organization)






(Primary Standard Industrial


Classification Code Number)








(I.R.S. Employer


Identification Number)





Aterian, Inc.




37 East 18th Street, 7th Floor




New York, NY 10003




(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)










Yaniv Sarig




Chief
Executive Officer




Aterian, Inc.




37 East 18th Street, 7th Floor




New York, NY 10003




(347)

676-1681





(Name, address, including zip code, and telephone number, including area code, of agent for service)











Copies to:






















Jeffrey T. Hartlin, Esq.


Samantha H. Eldredge, Esq.




Elizabeth A. Razzano, Esq.


Paul Hastings LLP


1117 S. California Avenue


Palo Alto, California 94304


(650)

320-1800






Joseph A. Risico, Esq.


Chief Legal Officer


Aterian, Inc.


37 East 18th Street, 7th Floor


New York, NY 10003


(347)

676-1681











Approximate date of commencement of proposed sale to the public

: As soon as practicable after this registration statement becomes
effective.



If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act, check the following box:  ☒



If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐



If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐



If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in

Rule 12b-2

of the Exchange Act:





























































Large accelerated filer





Accelerated filer








Non-accelerated filer





Smaller reporting company












Emerging growth company





If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐










CALCULATION OF REGISTRATION FEE



















































































Title of Each Class of


Securities to be Registered




Amount


to be


Registered(1)




Proposed


Maximum


Offering Price


Per Share(2)




Proposed


Maximum


Aggregate


Offering Price(1)(2)




Amount of


Registration Fee



Common Stock, $0.0001 par value per share




7,422,307


$16.25


$120,612,488.75


$13,158.82


Common Stock, $0.0001 par value per share, issuable upon
exercise of warrants




5,363,230(3)


$16.25


$87,152,487.50


$9,508.34


Total




12,785,537


—


$207,764,976.25


$22,667.16













(1)


Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also
cover any additional shares of the Registrant’s Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration.









(2)


Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under
the Securities Act of 1933, as amended. The offering price per share and aggregate offering price are based upon the average of the high and low prices for the Registrant’s Common Stock as reported on the Nasdaq Capital Market on May 24,
2021, a date within five business days prior to the filing of this Registration Statement.









(3)


Represents 5,363,230 shares of common stock issuable upon exercise of warrants at a weighted-average exercise
price of $20.61 per share, offered by the selling stockholders.











The registrant
hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
















Table of Contents







The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.








Subject to Completion, Dated May 28, 2021





Prospectus





LOGO




Aterian, Inc.




12,785,537 Shares of Common Stock



This
prospectus relates to the resale by the investors listed in the section of this prospectus entitled “Selling Stockholders” (the “Selling Stockholders”) of up to 12,785,537 shares (the “Shares”) of our common stock,
par value $0.0001 per share (“Common Stock”). The Shares consist of: (i) 4,220,000 shares of Common Stock (the “December APA Shares”) issued pursuant to that certain Asset Purchase Agreement, dated December 1, 2020 (the
“December APA”), by and among us and Truweo, LLC, our wholly owned subsidiary (“Truweo”), as the purchaser, 9830 Macarthur LLC (“9830”), Reliance Equities Group, LLC and ZN Direct LLC, as sellers (the “December
Sellers”), and Jelena Puzovic, as founder; (ii) 980,000 shares of Common Stock (the “December Warrant Shares”) issued on February 9, 2021 upon the exercise of that certain Warrant to Purchase Common Stock issued to High Trail
Investments SA LLC (“HT SA”) on December 1, 2020, as amended (the “December Warrant”); (iii) 469,931 shares of Common Stock (the “February Warrant Shares”) issuable upon exercise of that certain Warrant to Purchase
Common Stock issued to High Trail Investments ON LLC (“HT ON”) on February 2, 2021, as amended (the “February Warrant”); (iv) 1,387,759 shares of Common Stock (the “February APA Shares”) issued pursuant to that
certain Asset Purchase Agreement, dated February 2, 2021 (the “February APA”), by and among us and Truweo, as the purchaser, Healing Solutions, LLC (“Healing Solutions”), Jason R. Hope, and for the purposes of
Section 5.11 and Article VII therein, Super Transcontinental Holdings LLC; (v) 1,884,133 shares of Common Stock (the “Penny Warrant Shares”) issuable upon exercise of that certain Warrant to Purchase Common Stock issued to HT SA on
February 9, 2021, as amended (the “Penny Warrant”); (vi) 750,000 shares of Common Stock (the “Additional Warrant Shares”) issuable upon exercise of that certain Warrant to Purchase Common Stock issued to HT SA on
February 9, 2021, as amended (the “Additional Warrant”); (vii) 130,000 shares of Common Stock issued to HT SA (the “Letter Agreement Shares”) pursuant to that certain Letter Agreement, dated as of April 8, 2021, by and
among us, HT SA and HT ON (the “April Letter Agreement”); (viii) 2,259,166 shares of Common Stock (the “April Warrant Shares”) issuable upon exercise of those certain Warrants to Purchase Common Stock issued to HT SA and HT ON on
April 8, 2021 (the “April Warrants” and, together with the February Warrant, the Penny Warrant and the Additional Warrant, the “Warrants”); and (ix) 704,548 shares of Common Stock (the “SPA Shares”) issued pursuant
to that certain Stock Purchase Agreement, dated as of May 5, 2021 (the “SPA”), by and among us and Truweo, as the purchaser, Photo Paper Direct Ltd, Josef Eitan (the “PPD Owner”) and Ran Nir (the “PPD Beneficial
Owner” and, together with the PPD Owner, the “PPD Sellers”).



We are registering the resale of the December APA Shares as required by the
December APA. We are registering the resale of the December Warrant Shares, the Penny Warrant Shares and the Letter Agreement Shares as required by that certain Letter Agreement, dated as of February 8, 2021, by and between us and HT SA, as
amended by the April Letter Agreement (the “Letter Agreement”). We are registering the resale of the February APA Shares pursuant to the February APA. We are registering the resale of the April Warrant Shares pursuant to that certain
Securities Purchase and Exchange Agreement, dated as of April 8, 2021, by and among us, HT SA and HT ON (the “Securities Purchase Agreement”). We are registering the resale of the SPA Shares pursuant to the SPA. We are registering the
February Warrant Shares and the Additional Warrant Shares because the terms of the February Warrant and the Additional Warrant each provide that such Warrant can be exercised on a cashless basis if there is not an effective registration statement
covering the resale of the shares issuable upon exercise of such Warrant.



Our registration of the Shares covered by this prospectus does not mean that
the Selling Stockholders will offer or sell any of the Shares. The Selling Stockholders may sell the Shares covered by this prospectus in a number of different ways and at varying prices. For additional information on the possible methods of sale
that may be used by the Selling Stockholders, you should refer to the section of this prospectus entitled “Plan of Distribution” beginning on page 14 of this prospectus. We will not receive any of the proceeds from the Shares sold by the
Selling Stockholders, other than any proceeds from any cash exercise of the February Warrant, the Additional Warrant or the April Warrants.



No
underwriter or other person has been engaged to facilitate the sale of the Shares in this offering. The Selling Stockholders may, individually but not severally, be deemed to be an “underwriter” within the meaning of the Securities Act
of 1933, as amended (the “Securities Act”), of the Shares that they are offering pursuant to this prospectus. We will bear all costs, expenses and fees in connection with the registration of the Shares. The Selling Stockholders will
bear all commissions and discounts, if any, attributable to their respective sales of the Shares.



Our common stock is listed on the Nasdaq Capital Market
under the symbol “ATER”. On May 24, 2021, the last reported sales price per share of our common stock was $16.40. Our Common Stock has recently experienced price volatility. For example, from January 4, 2021 to May 24, 2021,
sales of our Common Stock were effected at prices as low as $11.81 and as high as $48.99. The high sales price of $48.99 occurred on February 17, 2021, on which day the last reported sales price for our Common Stock was $47.66. We have not
experienced any material changes in our financial condition or results of operations that explain such price volatility. The trading price of our Common Stock has been, and may continue to be, subject to wide price fluctuations in response to
various factors, many of which are beyond our control, including those described under the heading “Risk Factors” beginning on page 7 of this prospectus.



We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as
such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings with the Securities and Exchange Commission (the “SEC”).



We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this prospectus, together with
additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information”, and any amendments or supplements carefully before you invest in any of our
securities.










Investing in our common stock involves substantial risk. You should review carefully the risks and uncertainties described under the heading “

Risk
Factors

” beginning on page 7 of this prospectus.




Neither the Securities and Exchange Commission nor any other regulatory




The above information was disclosed in a filing to the SEC. To see the filing, click here.

To receive a free e-mail notification whenever Mohawk Group Holdings, Inc. makes a similar move, sign up!

Other recent filings from the company include the following:

Mohawk Group Holdings: Aterian Reports First Quarter 2022 Results - May 9, 2022

Auto Refresh

Feedback