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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Aterian, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
(CUSIP Number) |
MICHELLE CHIAM SIN LING 15, JALAN SERI AUSTIN 3/51, TAMAN SERI AUSTIN JOHOR BAHRU, N8, 81100 852 69516475 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/25/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Michelle Chiam Sin Ling | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MALAYSIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
26,121,180.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value |
| (b) | Name of Issuer:
Aterian, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
350 SPRINGFIELD AVENUE, SUITE #200, SUMMIT,
NEW JERSEY
, 07901. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by Michelle Chiam Sin Ling (the "Reporting Person"). The Reporting Person beneficially owns approximately 10.00% of the outstanding Common Stock of the Issuer. |
| (b) | The principal business address of the Reporting Person is 15, Jalan Seri Austin 3/51, Taman Seri Austin, Johor Bahru, Malaysia 81100. |
| (c) | See (a) |
| (d) | None |
| (e) | None |
| (f) | Michelle Chiam Sin Ling is a citizen of Malaysia. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3. | |
| Item 4. | Purpose of Transaction |
On September 1, 2026, the Reporting Person, as one of the multiple purchasers, entered into a Securities Purchase Agreement (the "SPA") with David E. Lazar (the "Seller"), the then controlling shareholder of the Issuer, pursuant to which the Reporting Person agreed to purchase, in a private transaction, 193,347 shares of Series AAA Preferred Stock of the Issuer, which were subsequently converted into 26,121,180 shares of Common Stock of the Issuer, from the Seller for an aggregate purchase price of $1,296,000. The transactions contemplated by the SPA occurred on September 25, 2026. In connection with the closing of the transaction contemplated by the SPA, William H Crampton was appointed to serve as a member of the board of directors of the Issuer (the "Board") to fill in the vacancy due to the resignation of the Avraham Ben-Tzv.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, which is filed as Exhibit 99.1 hereto.
Depending on prevailing market, economic and other conditions, the Reporting Person may from time to time acquire additional Common Stock or engage in discussions with the Issuer concerning future acquisitions of its shares. Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Issuer or otherwise. Except as set forth in this Item 4, the Reporting Person has no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any material change in the present capitalization or dividend policy of the Issuer; (e) any other material change in the Issuer's business or corporate structure; (f) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (g) a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (i) any action similar to any of those enumerated above. The Reporting Person may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (i) of this Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference into this Item 5(a). The aggregate number and percentage of Common Stock of the Issuer beneficially or directly owned by the Reporting Person is based upon the 261,129,410 shares of the outstanding Common Stock of the Issuer. The Reporting Person beneficially owns 26,121,180 shares of Common Stock of the Issuer, representing approximately 10.00% of the outstanding Common Stock of the Issuer. |
| (b) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference into this Item 5(b). The beneficial ownership of the Reporting Person is 26,121,180 shares of Common Stock of the Issuer, representing approximately 10.00% of the outstanding Common Stock of the Issuer. |
| (c) | Other than the purchase of the Common Stock of the Issuer as reported in this Schedule 13D, no transactions in the Common Stock were effected during the past sixty (60) days by the Reporting Person. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Form of Securities Purchase Agreement, dated as of September 1, 2026. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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