Aterian Announces Pricing of $20 Million Registered Direct Offering
September 30 2022 - 07:25AM
Aterian, Inc. (Nasdaq: ATER) (“Aterian” or the “Company”) today
announced the pricing of a registered direct offering of 10,526,368
shares of its common stock (or, in lieu of shares of common stock,
pre-funded warrants to purchase common stock (the “pre-funded
warrants”)) and accompanying warrants to purchase 10,526,368 shares
of its common stock. Each share of common stock and accompanying
warrant will be sold at a combined offering price of $1.90 (minus
$0.0001 for pre-funded warrants). The pre-funded warrants will have
an exercise price of $0.0001 per share of common stock. The
accompanying warrants are exercisable six months from closing for a
period of 5 years at an exercise price of $2.00 per share.
The offering is being led by existing
shareholder Armistice Capital Master Fund Ltd.
In addition, the Company’s Co-Founder and Chief
Executive Officer, Yaniv Sarig; Chief Financial Officer, Arturo
Rodriguez; Chief Legal Officer and Global Head of M&A, Joe
Risico; and Chief Technology Officer, Roi Zahut are purchasing an
aggregate of 116,666 shares of the Company’s common stock and
accompanying warrants to purchase 116,666 shares of its common
stock. Each share of common stock and accompanying warrant
purchased by insiders will be sold at a combined offering price of
$2.10.
The gross proceeds to the Company from this
offering are expected to be approximately $20.2 million before
deducting offering expenses payable by the Company.
Aterian intends to use the net proceeds from the
offering 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. The offering is expected to close on or
about October 4, 2022, subject to the satisfaction of customary
closing conditions.
Craig-Hallum Capital Group LLC is acting as
exclusive placement agent for the registered direct offering.
The offering of the securities described above
will be made pursuant to a shelf registration statement on Form S-3
(File No. 333-239614) previously filed with the Securities and
Exchange Commission (the “SEC”) on July 1, 2020 and declared
effective by the SEC on July 8, 2020. The offering of the
securities will be made by means of a prospectus, including a
prospectus supplement, forming a part of the effective registration
statement. A final prospectus supplement and the accompanying
prospectus relating to and describing the terms of the offering
will be filed with the SEC and will be available on the SEC’s
website at www.sec.gov or by contacting Craig-Hallum Capital Group
LLC, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402,
Attn: Equity Capital Markets, by telephone at (612) 334-6300 or by
e-mail at prospectus@chlm.com.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of these
securities, nor will there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale is not permitted.
About Aterian, Inc.Aterian,
Inc. (Nasdaq: ATER) is a leading technology-enabled consumer
product platform that builds, acquires, and partners with
best-in-class e-commerce brands by harnessing proprietary software
and an agile supply chain to create top selling consumer products.
The Company’s cloud-based platform, Artificial Intelligence
Marketplace Ecommerce Engine (AIMEE™), leverages machine learning,
natural language processing and data analytics to streamline the
management of products at scale across the world's largest online
marketplaces with a focus on Amazon, Shopify and Walmart. Aterian
has thousands of SKUs across 14 owned and operated brands and sells
products in multiple categories, including home and kitchen
appliances, health and wellness, beauty and consumer
electronics.
Forward-Looking Statements
All statements other than statements of
historical facts included in this press release that address
activities, events or developments that we expect, believe or
anticipate will or may occur in the future are forward-looking
statements including, in particular, the statements regarding the
registered direct offering and expected gross proceeds, the
expected uses of the proceeds from the registered direct offering
and the expected closing date of the registered direct offering.
These forward-looking statements are based on management’s current
expectations and beliefs and are subject to a number of risks and
uncertainties and other factors, all of which are difficult to
predict and many of which are beyond our control and could cause
actual results to differ materially and adversely from those
described in the forward-looking statements. These risks include,
but are not limited to, those related to risks in completing
proposed M&A transactions and realizing the anticipated
benefits of such transactions; the global shipping disruptions, our
ability to continue as a going concern, our ability to meet
financial covenants with our lenders, our ability to create
operating leverage and efficiency when integrating companies that
we acquire or have acquired, including through the use of our
team’s expertise, the economies of scale of our supply chain and
automation driven by our platform; those related to our ability to
grow internationally and through the launch of products under our
brands and the acquisition of additional brands; those related to
the impact of COVID-19 and the war in the Ukraine, including its
impact on consumer demand, our cash flows, financial condition and
revenue growth rate; our supply chain including sourcing,
manufacturing, warehousing and fulfillment; our ability to manage
expenses, working capital and capital expenditures efficiently; our
business model and our technology platform; the impact of
intangible assets, such as goodwill, and other impairments;
disruptions to the Company’s information technology systems,
including but not limited to potential or actual security breaches
of systems protecting consumer and employee information or other
types of cybercrimes or cybersecurity attacks; our ability to
disrupt the consumer products industry; our ability to maintain and
grow market share in existing and new product categories; our
ability to generate profitability and stockholder value;
international tariffs and trade measures; inventory management,
product liability claims, recalls or other safety and regulatory
concerns; reliance on third party online marketplaces; seasonal and
quarterly variations in our revenue and expenses; acquisitions of
other companies and technologies and our ability to successfully
integrate such companies and technologies with our business, our
ability to continue to access debt and equity capital (including on
terms advantageous to the Company) and the extent of our leverage
and other factors discussed in the “Risk Factors” section of our
most recent periodic reports filed with the Securities and Exchange
Commission (“SEC”), all of which you may obtain for free on the
SEC’s website at www.sec.gov.
Although we believe that the expectations
reflected in our forward-looking statements are reasonable, we do
not know whether our expectations will prove correct. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof, even if
subsequently made available by us on our website or otherwise. We
do not undertake any obligation to update, amend or clarify these
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
Investor Contact:
Ilya Grozovsky Vice President of Investor
Relations & Corp. DevelopmentAterian,
Inc.ilya@aterian.io917-905-1699
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