Aterian, Inc. has entered into an unsecured promissory note agreement with Chen Zhipeng, a stockholder of the company. The agreement was executed on October 20, 2026. Under the terms of the note, the Lender is authorized to provide advances to the Company with an aggregate principal amount of up to $1,000,000.
The promissory note stipulates that advances will bear interest at a rate of 8.0% per annum, calculated on the basis of a 360-day year and accruing daily from the date of funding. The note is set to mature eight months from its date, subject to extension by mutual written agreement. The Company may draw down funds prior to maturity by written request, subject to the Lender’s approval.
The agreement includes specific provisions regarding the potential conversion of the outstanding balance into common stock. If the Company does not consummate a private placement of equity or equity-linked securities for cash (a PIPE Financing) prior to the maturity date, the Lender has the right to convert all or a portion of the outstanding amount into shares of the Company’s common stock. This conversion price is determined by the “Minimum Price” under Nasdaq Listing Rule 5635(d). Conversely, if a PIPE Financing is proposed, the Lender has a one-time, irrevocable election to either receive repayment in cash or apply the outstanding amount toward the purchase of the securities issued in the PIPE Financing.
The issuance of securities under the note is contingent upon compliance with Nasdaq listing rules, including the Exchange Cap, which limits the number of shares that may be issued without stockholder approval. Any portion of the outstanding amount that cannot be applied or converted due to these limitations is payable in cash. Events of default under the note include the failure to pay amounts due, failure to make third-party payments exceeding $10,000 individually or $50,000 in aggregate, specified bankruptcy events, and uncured material breaches. Upon the occurrence of a default, the Lender may declare the outstanding amount immediately due and payable.
The note is governed by the laws of the State of New York and was issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933. The Company’s direct financial obligation under the note will arise as advances are funded, up to the aggregate principal amount of $1,000,000, together with the accruing interest.
