Aterian, Inc.

Issuer

Aterian, Inc.

Security title

Common Stock, $0.0001 par value

Principal address

Comment

This Amendment No. 1 to the Schedule 13D ("Amendment No. 1") amends and supplements the initial Schedule 13D filed with the Securities and Exchange Commission ("SEC") on September 10, 2026. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as amended, restated and/or supplemented by this Amendment No. 1, the Schedule 13D remains unchanged. This Amendment No. 1 is being filed for the purpose of reporting a decrease in the percentage of the class of securities beneficially owned by the Reporting Person and constitutes an "exit filing" with respect to Schedule 13D for the Reporting Person. The related updates and amendments to the Schedule 13D are outlined in the Items below.

Source of funds

On September 24, 2026, the Reporting Person converted 168,900 shares of Series AA Preferred Stock of the Issuer into 1,300,530 shares of Common Stock of the Issuer.

Purpose of transaction

Item 4 is hereby amended and supplemented as follows: "September 2026 Securities Purchase Agreement On September 1, 2026, the Reporting Person entered into a Securities Purchase Agreement (the "September SPA") with multiple purchasers (the "Purchasers"), pursuant to which the Reporting Person agreed to sell, in a private transaction, (i) 706,100 shares of Series AA Preferred Stock of the Issuer and (ii) 1,750,000 shares of Series AAA Preferred Stock of the Issuer, which are convertible into an aggregate of 241,861,970 shares of Common Stock of the Issuer, to the Purchasers for an aggregate purchase price of $12,000,000. The transactions contemplated by the September SPA occurred on September 25, 2026. The foregoing description of the September SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the September SPA, which is filed as Exhibit 99.5 hereto."

Number of shares

Item 5(b) is hereby amended and restated in its entirety as follows: "(i) Sole power to vote or to direct the vote: See Item 7 on the cover page(s) hereto. (ii) Shared power to vote or to direct the vote: See Item 8 on the cover page(s) hereto. (iii) Sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. (iv) Shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto."

Transactions

Item 5(c) is hereby amended and restated in its entirety as follows: Other than as set forth in Item 3 and Item 4, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

Date ownership ceased to exceed 5%

Item 5(e) is hereby amended and restated in its entirety as follows: The Reporting Person ceased to beneficially own more than five percent of the outstanding shares of Common Stock of the Issuer on September 25, 2026.

Percentage of class

Item 5(a) is hereby amended and restated in its entirety as follows: The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page hereto.

Contracts and arrangements

Item 6 is hereby amended and supplemented as follows: The descriptions of the September SPA set forth in Item 4 of this Amendment No.1 are incorporated herein by reference.

Filed exhibits

Item 7 is hereby amended and supplemented as follows: 99.5 Form of Securities Purchase Agreement, dated as of September 1, 2026, by and among the Reporting Person and the Purchasers.