false 0001757715 0001757715 2022-04-18 2022-04-18

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 18, 2022

 

 

Aterian, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-38937   83-1739858

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

Aterian, Inc.
37 East 18th Street, 7th Floor
New York, NY 10003
(Address of Principal Executive Offices)(Zip Code)

(347) 676-1681

(Registrant’s telephone number, including area code)

N/A

(Former Name, or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol

  

Name of each exchange

on which registered

Common Stock, $0.0001 par value   ATER   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 18, 2022, Aterian, Inc. (the “Company”) appointed Anton von Rueden, age 45, as the Company’s Chief Operating Officer, assuming the duties of the Company’s principal operating officer until such time as his successor is appointed, or until his earlier resignation or removal. There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) involving the Company and Mr. von Rueden. In connection with Mr. von Rueden’s appointment, Pramod K C ceased serving as the Company’s Chief Operating Officer and became the Chief Operating Officer and General Manager of the Company’s Asia operations, effective April 18, 2022.

Prior to joining the Company, Mr. von Rueden served as the President and COO of Boosted eCommerce Inc. from March 2020 to February 2022, where he oversaw Business Operations and Marketing for Boosted Commerce’s portfolio of brands. Previously, he served TechStyle Fashion Group as its Chief Operating Officer from September 2015 to July 2019, overseeing all Global Operations for Fabletics, Savage X Fenty and all other portfolio brands, and General Manager of Global Customer Service from May 2014 to August 2015. In 2012, Mr. von Rueden co-founded Carfrogger GmbH and led the company as its Chief Executive Officer until the successful completion of a merger in 2014. Mr. von Rueden began his career in 1999, joining a small startup that would become eBay Germany. At eBay, Mr. von Rueden managed marketing, built eBay’s European Customer Service Center, and then, as Managing Director from 2003 to 2006, established eBay’s business teams in Austria and Switzerland. Prior to that, Mr. von Rueden served as Vice President Global Operations at Spreadshirt (Sprd.net AG) from July 2007 to September 2008. Mr. von Rueden has served as the Managing Director of Feensee GmbH since June 2007. Mr. von Rueden has also served on the Advisory Boards of the Los Angeles Kings since October 2018 and Sondors Network since July 2019.

Pursuant to an offer letter entered into between the Company and Mr. von Rueden, dated April 11, 2022 (the “Offer Letter”), Mr. von Rueden’s annualized salary is $350,000 and he will be eligible to receive an annual performance bonus of up to 20% of his base salary. His salary and bonus eligibility are subject to periodic review and may be modified in the Company’s sole discretion. Mr. von Rueden’s employment is on an “at will” basis. Additionally, the Offer Letter provides that Mr. Von Rueden will, subject to approval by the Company’s Board of Directors or the Compensation Committee thereof (the “Compensation Committee”), be granted 500,000 shares of restricted common stock or restricted stock units of the Company (the “Award”). The Award will vest over three years, with 33.33% of the total number of shares vesting on the one-year anniversary of the date of commencement of Mr. von Rueden’s employment with the Company and the balance vesting in equal amounts on a quarterly basis thereafter, subject in each case to Mr. von Rueden’s continued service to the Company on each vesting date. The Offer Letter provides that the Award will have a double trigger acceleration clause providing for accelerated vesting in the event of a termination without cause or for good reason within the 90 day period prior to, or 12 months following, a change of control of the Company. The Award is expected to be granted pursuant to an inducement equity award plan expected to be adopted by the Compensation Committee and granted promptly following the approval of such plan and the Company’s filing of a Registration Statement on Form S-8 covering the issuance of shares pursuant to such plan. The Offer Letter also provides that if Mr. von Rueden’s employment with the Company is terminated by the Company without cause outside a change of control, then Mr. von Rueden shall be entitled to receive three months of his base salary or if Mr. von Rueden’s employment with the Company is terminated by the Company without cause within one year after a change of control, then Mr. von Rueden shall be entitled to receive six months of his base salary.

In connection with Mr. von Rueden’s appointment as the Company’s Chief Operating Officer, the Company entered into an indemnification agreement with Mr. von Rueden, in the form filed by the Company as an exhibit to the Registration on Form S-1 filed on May 24, 2019.

On April 18, 2022, the Company issued a press release announcing the appointment of Mr. von Rueden as the Company’s Chief Operating Officer. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

 

Number

   

Description

99.1    Press release, dated April 18, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ATERIAN, INC.
Date: April 18, 2022     By:  

/s/ Yaniv Sarig

    Name:   Yaniv Sarig
    Title:   President and Chief Executive Officer

Exhibit 99.1

 

LOGO

Aterian Appoints New Chief Operating Officer

Anton von Rueden Brings Significant E-Commerce and Supply Chain Expertise

NEW YORK, April 18, 2022 — Aterian, Inc. (Nasdaq: ATER) (“Aterian” or the “Company”) announced today the appointment of Anton von Rueden as Chief Operating Officer, effective April 18, 2022. Mr. von Rueden will oversee the Company’s global supply chain operations and will be based in the United States.

The Company also announced that Pramod K C, who was previously serving as the Company’s Chief Operating Officer, will become the COO and General Manager of Aterian’s Asia operations and will report to Mr. von Rueden.

Yaniv Sarig, Co-Founder and Chief Executive Officer of Aterian, stated, “We are excited to have Anton joining us at Aterian. He is a seasoned builder of e-commerce businesses and an operational leader with deeply relevant experience. His multi-faceted career brings incredibly valuable experience to our executive team as we prepare for our next phase of growth. Anton will target improved operational cross department management and processes as we scale our platform in years to come through building, acquiring and partnering with brands. ”

Prior to joining Aterian, Mr. von Rueden was President and COO of e-commerce aggregator Boosted Commerce. At Boosted Commerce he oversaw Business Operations and Marketing for Boosted Commerce’s portfolio of brands. Previously, Mr. von Rueden spent over five years at TechStyleOS as COO and SVP and General Manager of Global Member Services. Prior to TechStyleOS, Mr. von Rueden spent several years consulting companies such as Carfrogger, where he was Co-Founder and CEO, Frommer Legal as COO and Grünkauf AG as COO. Prior to that, Mr. von Rueden was VP of Global Operations at Spreadshirt. Mr. Von Rueden started his career at Ebay Inc. where he spent over 7 years in various roles including Managing Director of Ebay Switzerland and Austria.

Mr. von Rueden commented, “I am thrilled to join the Aterian team and help drive forward their tech-enabled vision for the consumer brands platform of the future. I am convinced that the incredible team, together with its agile processes, data and technology, provide key elements to producing the fixed cost efficiencies that enable a consumer product platform model to thrive. I see a strong proven foundation in Aterian’s existing infrastructure and am delighted to join the Aterian team in pursuing their ambitious journey.”

About Aterian, Inc.

Aterian, Inc. (Nasdaq: ATER), is a leading technology-enabled consumer products 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, including 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 growth, operational cross department management and processes, scaling our platform, producing fixed cost efficiencies, building, acquiring and partnering with brands and building the consumer brands platform company of the future. 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 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, 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, including its impact on consumer demand, our cash flows, financial condition, forecasting 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; our ability to disrupt the consumer products industry; our ability to 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; acquisitions of other companies and technologies, and our ability to 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.

Investor Contact:

Ilya Grozovsky

Director of Investor Relations & Corp. Development

Aterian, Inc.

ilya@aterian.io

917-905-1699