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



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As filed with the Securities and Exchange Commission on August 9, 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


(State or other jurisdiction of


incorporation or organization)




3634


(Primary Standard Industrial


Classification Code Number)


Aterian, Inc.


37 East 18th Street, 7th Floor


New York, NY 10003




83-1739858


(I.R.S. Employer


Identification Number)





(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.



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




2,722,075




$8.535




$23,232,910.13




$2,534.71




Total




2,722,075








$23,232,910.13




$2,534.71













(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




August


5


,


20


21


, a date within five business days prior to the filing of this Registration Statement.







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.















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 August 9, 2021



Prospectus






Aterian, Inc.



2,722,075


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 2,722,075 shares (the “Shares”) of our common stock, par value $0.0001 per share (“Common Stock”). The Shares consist of: (i) 2,666,667 shares of Common Stock (the “SPA Shares”) issued pursuant to that certain Securities Purchase Agreement, dated June 10, 2021, by and among us and the accredited investors identified on the signature pages thereto (the "Securities Purchase Agreement"); (ii) 44,217 shares of Common Stock (the “Referral Shares”) issued pursuant to that certain Common Stock Purchase Agreement, dated as of July 15, 2021, by and between us and Nadav Zohar (the “Referral SPA”); and (iii) 11,191 shares of Common Stock (the “Contractor Shares”) issued pursuant to that Common Stock Purchase Agreement, dated as of August 6, 2021, by and between us and Andrew Blecher (the “Contractor SPA”).



We are registering the resale of the SPA Shares as required by the Securities Purchase Agreement. We are registering the resale of the Referral Shares pursuant to the terms of the Referral SPA. We are registering the resale of the Referral Shares pursuant to the terms of the Contractor SPA.



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 19 of this prospectus. We will not receive any of the proceeds from the Shares sold by the Selling Stockholders.



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 August 6, 2021, the last reported sales price per share of our common stock was $8.23. Our Common Stock has recently experienced price volatility. For example, from January 4, 2021 to August 6, 2021, sales of our Common Stock were effected at prices as low as $8.18 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 other than as disclosed in the section of this prospectus entitled “Prospectus Summary—Recent Developments”. 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 10 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 10 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.

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Other recent filings from the company include the following:

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

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