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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/19/24 Aterian, Inc. 10-K 12/31/23 99:9.9M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.23M
8: EX-19.1 Report Furnished to Security Holders HTML 97K
2: EX-21.1 Subsidiaries List HTML 41K
3: EX-23.1 Consent of Expert or Counsel HTML 26K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 42K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 30K
7: EX-31.3 Certification -- §302 - SOA'02 HTML 30K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
15: R1 Document And Entity Information HTML 98K
16: R2 Consolidated Balance Sheets HTML 117K
17: R3 Consolidated Balance Sheets (Parentheticals) HTML 35K
18: R4 Consolidated Statements of Operations HTML 109K
19: R5 Consolidated Statements of Comprehensive Loss HTML 49K
20: R6 Consolidated Statements of Stockholders' Equity HTML 97K
21: R7 Consolidated Statements of Cash Flows HTML 162K
22: R8 Note 1 - Organization and Description of Business HTML 52K
23: R9 Note 2 - Summary of Significant Accounting HTML 123K
Policies
24: R10 Note 3 - Inventory HTML 35K
25: R11 Note 4 - Accounts Receivable HTML 36K
26: R12 Note 5 - Property and Equipment HTML 41K
27: R13 Note 6 - Fair Value Measurements HTML 55K
28: R14 Note 7 - Prepaid and Other Current Assets HTML 36K
29: R15 Note 8 - Accrued and Other Current Liabilities HTML 43K
30: R16 Note 9 - Credit Facility, Term Loans and Warrants HTML 57K
31: R17 Note 10 - Stockholders' Equity HTML 38K
32: R18 Note 11 - Stock-based Compensation HTML 76K
33: R19 Note 12 - Commitment and Contingencies HTML 49K
34: R20 Note 13 - Income Taxes HTML 109K
35: R21 Note 14 - Related Party Transaction HTML 32K
36: R22 Note 15 - Net Loss Per Share HTML 40K
37: R23 Note 16 - Acquisitions HTML 42K
38: R24 Note 17 - Goodwill and Intangibles HTML 95K
39: R25 Note 18 - Restructuring HTML 52K
40: R26 Note 19 - Subsequent Events HTML 31K
41: R27 Insider Trading Arrangements HTML 36K
42: R28 Significant Accounting Policies (Policies) HTML 180K
43: R29 Note 2 - Summary of Significant Accounting HTML 54K
Policies (Tables)
44: R30 Note 3 - Inventory (Tables) HTML 34K
45: R31 Note 4 - Accounts Receivable (Tables) HTML 35K
46: R32 Note 5 - Property and Equipment (Tables) HTML 39K
47: R33 Note 6 - Fair Value Measurements (Tables) HTML 52K
48: R34 Note 7 - Prepaid and Other Current Assets (Tables) HTML 35K
49: R35 Note 8 - Accrued and Other Current Liabilities HTML 42K
(Tables)
50: R36 Note 9 - Credit Facility, Term Loans and Warrants HTML 40K
(Tables)
51: R37 Note 11 - Stock-based Compensation (Tables) HTML 66K
52: R38 Note 13 - Income Taxes (Tables) HTML 104K
53: R39 Note 15 - Net Loss Per Share (Tables) HTML 36K
54: R40 Note 16 - Acquisitions (Tables) HTML 36K
55: R41 Note 17 - Goodwill and Intangibles (Tables) HTML 90K
56: R42 Note 18 - Restructuring (Tables) HTML 50K
57: R43 Note 1 - Organization and Description of Business HTML 75K
(Details Textual)
58: R44 Note 2 - Summary of Significant Accounting HTML 123K
Policies (Details Textual)
59: R45 Note 2 - Summary of Significant Accounting HTML 56K
Policies - Disaggregation of Revenue (Details)
60: R46 Note 3 - Inventory (Details Textual) HTML 27K
61: R47 Note 3 - Inventory - Schedule of Inventory HTML 31K
(Details)
62: R48 Note 4 - Accounts Receivable - Summary of Accounts HTML 32K
Receivable (Details)
63: R49 Note 5 - Property and Equipment (Details Textual) HTML 27K
64: R50 Note 5 - Property and Equipment - Summary of HTML 41K
Property and Equipment (Details)
65: R51 Note 6 - Fair Value Measurements (Details Textual) HTML 30K
66: R52 Note 6 - Fair Value Measurements - Summary of HTML 41K
Financial Assets Measured at Fair Value (Details)
67: R53 Note 6 - Fair Value Measurements - Summary of HTML 31K
Warrant Activity (Details)
68: R54 Note 7 - Prepaid Expenses and Other Current Assets HTML 38K
- Schedule of Prepaid Expenses and Other Current
Assets (Details)
69: R55 Note 8 - Accrued and Other Current Liabilities - HTML 52K
Schedule of Accrued and Other Current Liabilities
(Details)
70: R56 Note 9 - Credit Facility, Term Loans and Warrants HTML 123K
(Details Textual)
71: R57 Note 9 - Credit Facility, Term Loans, and Warrants HTML 38K
- Schedule of Credit Facility and Term Loans
(Details)
72: R58 Note 9 - Credit Facility, Term Loans, and Warrants HTML 33K
- Schedule of Interest Expense, Net (Details)
73: R59 Note 10 - Stockholders' Equity (Details Textual) HTML 76K
74: R60 Note 11 - Stock-based Compensation (Details HTML 60K
Textual)
75: R61 Note 11 - Stock-based Compensation - Schedule of HTML 63K
Option Activity (Details)
76: R62 Note 11 - Stock-based Compensation - Restricted HTML 47K
Stock Activity (Details)
77: R63 Note 11 - Stock-based Compensation - Schedule of HTML 33K
Stock-based Compensation Expense (Details)
78: R64 Note 12 - Commitment and Contingencies (Details HTML 82K
Textual)
79: R65 Note 13 - Income Taxes (Details Textual) HTML 35K
80: R66 Note 13 - Income Taxes - Loss Before Provision HTML 35K
(Details)
81: R67 Note 13 - Income Taxes - Components of Income Tax HTML 51K
Provisions (Details)
82: R68 Note 13 - Income Taxes - Income Tax Rate HTML 55K
Reconciliation (Details)
83: R69 Note 13 - Income Taxes - Deferred Tax Assets and HTML 72K
Liabilities (Details)
84: R70 Note 15 - Net Loss Per Share - Schedule of Net HTML 49K
Loss Per Share (Details)
85: R71 Note 16 - Acquisitions (Details Textual) HTML 52K
86: R72 Note 16 - Acquisitions - Change in Carrying Value HTML 38K
of Estimated Contingent Earn-out Liabilities
(Details)
87: R73 Note 17 - Goodwill and Intangibles (Details HTML 62K
Textual)
88: R74 Note 17 - Goodwill and Intangibles - Summary of HTML 42K
Changes in Goodwill and Intangible Assets
(Details)
89: R75 Note 17 - Goodwill and Intangibles - Schedule of HTML 64K
Intangible Assets (Details)
90: R76 Note 17 - Goodwill and Intangibles - Summary of HTML 42K
Estimated Aggregate Amortization Expense of
Intangible Assets (Details)
91: R77 Note 18 - Restructuring (Details Textual) HTML 37K
92: R78 Note 18 - Restructuring - Schedule of HTML 34K
Restructuring Costs (Details)
93: R79 Note 18 - Restructuring - Summary of Restructuring HTML 48K
Reserve (Details)
94: R80 Note 19 - Subsequent Events (Details Textual) HTML 55K
96: XML IDEA XML File -- Filing Summary XML 181K
99: XML XBRL Instance -- ater20231231_10k_htm XML 2.00M
95: EXCEL IDEA Workbook of Financial Report Info XLSX 162K
11: EX-101.CAL XBRL Calculations -- ater-20231231_cal XML 217K
12: EX-101.DEF XBRL Definitions -- ater-20231231_def XML 1.70M
13: EX-101.LAB XBRL Labels -- ater-20231231_lab XML 1.28M
14: EX-101.PRE XBRL Presentations -- ater-20231231_pre XML 1.72M
10: EX-101.SCH XBRL Schema -- ater-20231231 XSD 244K
97: JSON XBRL Instance as JSON Data -- MetaLinks 538± 869K
98: ZIP XBRL Zipped Folder -- 0001437749-24-008398-xbrl Zip 441K
Exhibit 97.1
Aterian, Inc.
COMPENSATION RECOVERY POLICY
Adopted as of November 3, 2023
Aterian, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below.
1. Overview
The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from current and former Executive Officers and any other designated employees of the Company in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Nasdaq Stock Market. Please refer to Section 3 below for definitions of capitalized terms used and not otherwise defined herein.
2. Compensation Recovery Requirement
In the event the Company is required to prepare a Material Financial Restatement, the Company shall reasonably promptly recover all Erroneously Awarded Compensation with respect to such Material Financial Restatement, and each Covered Person shall be required to take all actions necessary to enable such recovery.
3. Definitions
|
a. |
“Applicable Recovery Period” means with respect to a Material Financial Restatement, the three completed fiscal years immediately preceding the Restatement Date for such Material Financial Restatement. In addition, in the event the Company has changed its fiscal year: (i) any transition period of less than nine months occurring within or immediately following such three completed fiscal years shall also be part of such Applicable Recovery Period and (ii) any transition period of nine to 12 months will be deemed to be a completed fiscal year. |
|
b. |
“Applicable Rules” means any rules or regulations adopted by the Exchange pursuant to Rule 10D-1 under the Exchange Act and any applicable rules or regulations adopted by the SEC pursuant to Section 10D of the Exchange Act. |
|
c. |
“Board” means the Board of Directors of the Company. |
|
d. |
“Committee” means the Compensation Committee of the Board or, in the absence of such committee, a majority of independent directors serving on the Board. |
|
e. |
A “Covered Person means any Executive Officer and any other person designated by the Board or the Committee as being subject to this Policy . A person’s status as a Covered Person with respect to Erroneously Awarded Compensation shall be determined as of the time of receipt of such Erroneously Awarded Compensation regardless of their current role or status with the Company (e.g., if a person began service as an Executive Officer after the beginning of an Applicable Recovery Period, that person would not be considered a Covered Person with respect to Erroneously Awarded Compensation received before the person began service as an Executive Officer, but would be considered a Covered Person with respect to Erroneously Awarded Compensation received after the person began service as an Executive Officer where such person served as an Executive Officer at any time during the performance period for such Erroneously Awarded Compensation). |
|
f. |
“Effective Date” means October 2, 2023. |
|
g. |
“Erroneously Awarded Compensation” means, with respect to a Material Financial Restatement, the amount of any Incentive-Based Compensation received by a Covered Person on or after the Effective Date during the Applicable Recovery Period that exceeds the amount that otherwise would have been received by the Covered Person had such compensation been determined based on the restated amounts in the Material Financial Restatement, computed without regard to any taxes paid. Calculation of Erroneously Awarded Compensation with respect to Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Material Financial Restatement, shall be based on a reasonable estimate of the effect of the Material Financial Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company shall maintain documentation of the determination of such reasonable estimate and provide such documentation to the Exchange in accordance with the Applicable Rules. |
|
h. |
“Exchange” means The Nasdaq Stock Market LLC |
|
i. |
An “Executive Officer” means any person who served the Company in any of the following roles, received Incentive-Based Compensation after beginning service in any such role (regardless of whether such Incentive-Based Compensation was received during or after such person’s service in such role) and served in such role at any time during the performance period for such Incentive-Based Compensation: the president, the principal financial officer, the principal accounting officer (or if there is no such accounting officer the controller), any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the issuer. |
|
j. |
“Financial Reporting Measures” mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measures that are derived wholly or in part from such measures (including, for example, a non-GAAP financial measure), and stock price and total shareholder return. |
|
k. |
“Incentive-Based Compensation” means any compensation provided, directly or indirectly, by the Company or any of its subsidiaries that is granted, earned, or vested based, in whole or in part, upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation is deemed received, earned or vested when the Financial Reporting Measure is attained, not when the actual payment, grant or vesting occurs. |
|
l. |
A “Material Financial Restatement” means an accounting restatement of previously issued financial statements of the Company due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously-issued financial statements that is material to the previously-issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
|
m. |
“Restatement Date” means, with respect to a Material Financial Restatement, the earlier to occur of: (i) the date the Board or the Audit Committee of the Board concludes, or reasonably should have concluded, that the Company is required to prepare the Material Financial Restatement or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare the Material Financial Restatement. |
4. Exception to Compensation Recovery Requirement
The Company may elect not to recover Erroneously Awarded Compensation pursuant to this Policy if the Committee determines that recovery would be impracticable, and one or more of the following conditions, together with any further requirements set forth in the Applicable Rules, are met: (i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, and the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation or (ii) recovery would likely cause an otherwise tax-qualified retirement plan to fail to be so qualified under applicable regulations.
5. Tax Considerations
To the extent that, pursuant to this Policy, the Company is entitled to recover any Erroneously Awarded Compensation that is received by a Covered Person, the gross amount received (i.e., the amount the Covered Person received, or was entitled to receive, before any deductions for tax withholding or other payments) shall be returned by the Covered Person.
7. Method of Compensation Recovery
The Committee shall determine, in its sole discretion, the method for recovering Erroneously Awarded Compensation hereunder, which may include, without limitation, any one or more of the following:
|
a. |
requiring reimbursement of cash Incentive-Based Compensation previously paid; |
|
b. |
seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; |
|
c. |
canceling or rescinding some or all outstanding vested or unvested equity-based awards; |
|
d. |
adjusting or withholding from unpaid compensation or other set-off; |
|
e. |
canceling or setting-off against planned future grants of equity-based awards; and/or |
|
f. |
any other method permitted by applicable law or contract. |
Notwithstanding the foregoing, a Covered Person will be deemed to have satisfied such person’s obligation to return Erroneously Awarded Compensation to the Company if such Erroneously Awarded Compensation is returned in the exact same form in which it was received; provided that equity withheld to satisfy tax obligations will be deemed to have been received in cash in an amount equal to the tax withholding payment made.
8. Policy Interpretation
This Policy shall be interpreted in a manner that is consistent with the Applicable Rules and any other applicable law and shall otherwise be interpreted (including in the determination of amounts recoverable) in the business judgment of the Committee. The Committee shall take into consideration any applicable interpretations and guidance of the SEC in interpreting this Policy, including, for example, in determining whether a financial restatement qualifies as a Material Financial Restatement hereunder. To the extent the Applicable Rules require recovery of Incentive-Based Compensation in additional circumstances besides those specified above, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Incentive-Based Compensation to the fullest extent required by the Applicable Rules. This Policy shall be deemed to be automatically amended, as of the date the Applicable Rules become effective with respect to the Company, to the extent required for this Policy to comply with the Applicable Rules.
9. Policy Administration
This Policy shall be administered by the Committee. The Committee shall have such powers and authorities related to the administration of this Policy as are consistent with the governing documents of the Company and applicable law. The Committee shall have full power and authority to take, or direct the taking of, all actions and to make all determinations required or provided for under this Policy and shall have full power and authority to take, or direct the taking of, all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of this Policy that the Committee deems to be necessary or appropriate to the administration of this Policy. The interpretation and construction by the Committee of any provision of this Policy and all determinations made by the Committee under this policy shall be final, binding and conclusive.
10. Compensation Recovery Repayments not Subject to Indemnification
Notwithstanding anything to the contrary set forth in any agreement with, or the organizational documents of, the Company or any of its subsidiaries, Covered Persons are not entitled to indemnification for Erroneously Awarded Compensation recovered under this Policy and, to the extent any such agreement or organizational document purports to provide otherwise, Covered Persons hereby irrevocably agree to forego such indemnification.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/19/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 11/3/23 | ||||
| 10/2/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/21/24 Aterian, Inc. S-8 3/21/24 4:80K RDG Filings/FA |