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-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Aterian, Inc.
(Exact name of registrant as specified in its charter)
| | |
| Delaware | | 83-1739858 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
37 East 18th Street, 7th Floor
New York, NY 10003
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated Aterian, Inc. 2018 Equity Incentive Plan
(Full title of the plan)
Yaniv Sarig
Chief Executive Officer
Aterian, Inc.
37 East 18th Street, 7th Floor
New York, NY 10003
(347) 676-1681
(Name, address and telephone number, including area code, of agent for service)
Copies to:
| | |
| Joseph A. Risico, Esq. | | Jeffrey T. Hartlin, Esq. |
| Chief Legal Officer | | Paul Hastings LLP |
| Aterian, Inc. | | 1117 S. California Avenue |
| 37 East 18th Street, 7th Floor | | Palo Alto, California 94304 |
| New York, NY 10003 | | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 securities
to be registered | | Amount
to be
registered(1) | | Proposed
maximum offering price
per share | | Proposed
maximum aggregate offering price | | Amount of registration fee |
Common Stock, $0.0001 par value per share—Issuable pursuant to awards available for future issuance under the 2018 Plan | | 1,875,957(2) | | $16.25(3) | | $30,484,301.25(3) | | $3,325.84 |
Total | | 1,875,957 | | — | | $30,484,301.25 | | $3,325.84 |
|
|
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) shall also cover any additional shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Registrant (as defined below) that become issuable under the Amended and Restated Aterian, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock. |
| (2) | Represents 1,875,957 shares of Common Stock that were automatically added to the shares reserved for future issuance under the 2018 Plan. The 2018 Plan provides that the number of shares reserved for issuance under the 2018 Plan will automatically increase on January 1st each calendar year for ten years, starting on January 1, 2019 and ending on and including January 1, 2028, by the lesser of (a) such number of shares of Common Stock equal to 15% of the number of shares of Common Stock Deemed Outstanding (as defined in the 2018 Plan) on the immediately preceding December 31st, minus the number of shares of Common Stock in the Share Reserve (as defined in the 2018 Plan) as of immediately prior to the increase, and (b) a number determined by the Registrant’s board of directors. |
| (3) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price with respect to these shares are calculated based on $16.25 per share, the average of the high and low prices of the 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. |
