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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Shift Technologies Inc - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| November 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38839 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in |
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| October 16, 2024 |
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) October 16, 2024 (October 11, 2024) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorp |
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| October 16, 2024 |
UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION Exhibit 99.1 Keller Benvenutti KIM LLP TOBIAS S. KELLER (Cal. bar no. 151445) ([email protected]) jane kim (Cal. Bar No. 298192) ([email protected]) THOMAS B. RUPP (Cal. bar no. 278041) ([email protected]) 425 Market Street, 26th Floor San Francisco, California 94105 Telephone: (415) 496-6723 Facsimile: (650) 636-9251 Attorneys for the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT |
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| October 1, 2024 |
Financial Statements and Exhibits, Other Events 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) October 1, 2024 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporation or organizat |
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| October 1, 2024 |
UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION Exhibit 99.1 KELLER BENVENUTTI KIM LLP TOBIAS S. KELLER (Cal. Bar No. 151445) ([email protected]) JANE KIM (Cal. Bar No. 298192) ([email protected]) THOMAS B. RUPP (Cal. bar no. 278041) ([email protected]) 425 Market Street, 26th Floor San Francisco, California 94105 Telephone: (415) 496-6723 Facsimile: (650) 636-9251 Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT NOR |
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| September 26, 2024 |
Exhibit 99.1 |
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| September 26, 2024 |
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) September 26, 2024 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporation or organi |
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| August 29, 2024 |
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) August 29, 2024 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporation or organizat |
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| August 29, 2024 |
Exhibit 99.1 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO In Re. Shift Technologies, Inc. Debtor(s) † † † † Case No. 23 - 30687 Lead Case No. 23 - 30687 Jointly Administered Monthly Operating Report Chapter 11 Petition Date: 10/09/2023 Reporting Period Ended: 07/31/2024 Months Pending: 10 Reporting Method: 1 1 4 4 Industry Classification: Accrual Basis Cash Basis De |
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| July 25, 2024 |
Exhibit 99.1 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO In Re. Shift Technologies, Inc. Debtor(s) † † † † Case No. 23 - 30687 Lead Case No. 23 - 30687 Jointly Administered Monthly Operating Report Chapter 11 Petition Date: 10/09/2023 Reporting Period Ended: 06/30/2024 Months Pending: 9 Reporting Method: 1 1 4 4 Industry Classification: Accrual Basis Cash Basis Deb |
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| July 25, 2024 |
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) July 25, 2024 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporation or organizatio |
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| July 11, 2024 |
Financial Statements and Exhibits, Other Events 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) July 11, 2024 (July 3, 2024) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporation |
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| July 11, 2024 |
Exhibit 99.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 KELLER BENVENUTTI KIM LLP TOBIAS S. KELLER (Cal. Bar No. 151445) ([email protected]) JANE KIM (Cal. Bar No. 298192) ([email protected]) THOMAS B. RUPP (Cal. Bar No. 278041) ([email protected]) 425 Market Street, 26th Floor San Francisco, California 94105 Telephone: (415) 496 - 6723 Facsimile: (650) 636 - 9251 Att |
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| June 27, 2024 |
Financial Statements and Exhibits, Other Events 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) June 27, 2024 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporation or organizatio |
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| June 27, 2024 |
Exhibit 99.1 |
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| May 29, 2024 |
Exhibit 99.1 |
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| May 29, 2024 |
Financial Statements and Exhibits, Other Events 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) May 29, 2024 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporation or organization |
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| May 16, 2024 |
Financial Statements and Exhibits, Other Events 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) May 16, 2024 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporation or organization |
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| May 16, 2024 |
Exhibit 99.1 |
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| February 5, 2024 |
SFT / Shift Technologies Inc - Class A / LITHIA MOTORS INC - SC 13G/A Passive Investment SC 13G/A 1 a2023q413g-shifttechnologi.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Shift Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82452T107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the a |
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| February 5, 2024 |
SFT / Shift Technologies Inc - Class A / LITHIA MOTORS INC - SC 13G Passive Investment SC 13G 1 a2023q413g-shifttechnologi.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Shift Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82452T107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appro |
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| January 5, 2024 |
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) January 5, 2024 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporation or organizat |
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| January 5, 2024 |
SCHEDULES OF ASSETS AND LIABILITIES FOR Shift Technologies, Inc. Case No: 23-30687 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT NORTHERN CALIFORNIA ) In re ) Chapter 11 ) Shift Technologies, Inc., et al., ) Case No 23-30687 Debtors. ) (Jointly Administered) ) SCHEDULES OF ASSETS AND LIABILITIES FOR Shift Technologies, Inc. Case No: 23-30687 Part 1: List All Creditors with PRIORITY Unsecured Claims Schedule E/F: Creditors Who Have Unsecured Claims Shift Technologies, Inc. Case Num |
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| December 15, 2023 |
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) December 15, 2023 (December 11, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of inco |
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| December 7, 2023 |
Exhibit 99.1 STATEMENT OF FINANCIAL AFFAIRS FOR Shift Technologies, Inc. Case No: 23 - 30687 Chapter 11 Case No 23 - 30687 (Jointly Administered) In re Case: 23 - 30687 Doc# 183 Filed: 11/22/23 40 Entered: 11/22/23 14:58:21 Page 1 of Shift Technologies, Inc., et al., Debtors. ) ) ) ) ) ) UNITED STATES BANKRUPTCY COURT NORTHERN CALIFORNIA Identify the Beginning and Ending Dates of the Debtor’s Fisc |
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| December 7, 2023 |
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) December 7, 2023 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporation or organiza |
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| December 7, 2023 |
Exhibit 99.2 SCHEDULES OF ASSETS AND LIABILITIES FOR Shift Technologies, Inc. Case No: 23 - 30687 UNITED STATES BANKRUPTCY COURT NORTHERN CALIFORNIA Chapter 11 Case No 23 - 30687 (Jointly Administered) In re Case: 23 - 30687 Doc# 182 Filed: 11/22/23 51 Entered: 11/22/23 14:57:05 Page 1 of Shift Technologies, Inc., et al., Debtors. ) ) ) ) ) ) Shift Technologies, Inc. Part 1: Cash and cash equivale |
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| October 13, 2023 |
SFT / Shift Technologies Inc - Class A / Venkata Maruthi JD - FORM SC 13D/A2 Activist Investment SC 13D/A 1 e4869sc13da2.htm FORM SC 13D/A2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Amendment No.2) SCHEDULE 13D Under the Securities Exchange Act of 1934 Shift Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82452T107 (CUSIP Number) Maruthi J. D. Venkata 610 E Zack St, Ste 110 Tampa, Florida 33602 Telephone: 7276108949 (Name, |
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| October 11, 2023 |
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) October 11, 2023 (October 10, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorp |
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| October 10, 2023 |
Exhibit 99.2 STRICTLY PRIVATE AND CONFIDENTIAL Strictly Confidential Subject to FRE 408 Draft - Subject to Material Revision Shift – Business Plan Update & Proposed In - Court Restructuring – Presentation to Lenders September 2023 DRAFT 2 2 Table of Contents 1. Introduction 2. Business Plan Update 3. DIP Loan Assumptions 4. Proposed Restructuring Terms Appendix: Supplemental Materials Strictly Con |
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| October 10, 2023 |
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) October 10, 2023 (October 6, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorpo |
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| October 10, 2023 |
Exhibit 99.1 Shift Technologies, Inc. to File Voluntary Chapter 11 Petition Shift Stores and Website are Closed as Wind Down Commences SAN FRANCISCO, October 6, 2023 (GLOBE NEWSWIRE) - Shift Technologies, Inc. (Nasdaq: SFT), a consumer-centric omnichannel retailer for buying and selling used cars, today announced that it and its subsidiaries (collectively, “the Company”) intend to file a voluntary |
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| October 10, 2023 |
Exhibit 99.3 STRICTLY CONFIDENTIAL DRAFT - SUBJECT TO MATERIAL REVISION Ch. 11 Liquidation Analysis Shift Technologies, Inc. October 3, 2023 Page 1 of 3 Shift Technologies, Inc. STRICTLY CONFIDENTIAL Ch. 11 Liquidation - Wholesale Liquidation DRAFT - SUBJECT TO MATERIAL REVISION Line Item Assumptions General Assumptions - Form - Liquidating Ch. 11 (3 months) - Filing Date - 10/6/2023 - 10/8/2023 - |
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| September 27, 2023 |
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) September 27, 2023 (September 22, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of i |
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| September 5, 2023 |
Up to 1,582,025 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-261284 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated April 11, 2023) Up to 1,582,025 Shares of Class A Common Stock This prospectus supplement updates and supplements the prospectus dated April 11, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-3 (No. 333-261284), as amended by Post-Effective Amendment No |
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| September 5, 2023 |
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) September 5, 2023 (September 5, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of inc |
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| August 30, 2023 |
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) August 30, 2023 (August 29, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorpo |
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| August 28, 2023 |
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) August 28, 2023 (August 22, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorpo |
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| August 14, 2023 |
Up to 1,582,025 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-261284 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated April 11, 2023) Up to 1,582,025 Shares of Class A Common Stock This prospectus supplement updates and supplements the prospectus dated April 11, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-3 (No. 333-261284), as amended by Post-Effective Amendment No |
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| August 11, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3 |
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| August 10, 2023 |
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): August 10, 2023 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 10, 2023 |
Shift Announces Second Quarter Results Exhibit 99.1 Shift Announces Second Quarter Results SAN FRANCISCO, August 10, 2023 — Shift Technologies, Inc. (Nasdaq: SFT) (“Shift” or the “Company”), a consumer-centric omnichannel retailer for buying and selling used cars, today reported second quarter financial results for the period ended June 30, 2023. Management’s commentary on second quarter financial results can be found by accessing the |
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| August 8, 2023 |
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) August 7, 2023 (August 3, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorpora |
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| August 8, 2023 |
Exhibit 10.1 SHIFT TECHNOLOGIES, INC. SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (the “Agreement”) is entered into by and between Shift Technologies, Inc., a Delaware corporation (the “Company”) and Sean Foy (the “Employee”) (the Company and Employee collectively referred to herein as the “Parties”) as of the last date set forth on the signature page her |
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| July 25, 2023 |
Up to 1,582,025 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-261284 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated April 11, 2023) Up to 1,582,025 Shares of Class A Common Stock This prospectus supplement updates and supplements the prospectus dated April 11, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-3 (No. 333-261284), as amended by Post-Effective Amendment No |
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| July 25, 2023 |
Exhibit 10.1 SHIFT TECHNOLOGIES, INC. TRANSITION AND SEPARATION AGREEMENT This Transition and Separation Agreement (the “Agreement”) is entered into by and between Shift Technologies, Inc., a Delaware corporation (the “Company”) and Jeff Clementz (the “Employee”) (the Company and Employee collectively referred to herein as the “Parties”) as of the last date set forth on the signature page hereto. |
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| July 25, 2023 |
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) July 25, 2023 (July 21, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporati |
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| July 24, 2023 |
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) July 24, 2023 (July 21, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporatio |
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| July 24, 2023 |
Exhibit 99.5 Shift Technologies, Inc., et al. Transaction Term Sheet Material Terms of the Transaction Term Description Overview of the Transaction This term sheet (the “Term Sheet”) sets forth the principal terms of a comprehensive restructuring transaction (the “Transaction”) involving the existing debt and other obligations of Shift Technologies, Inc. and its subsidiaries (collectively, the “Co |
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| July 24, 2023 |
Exhibit 99.2 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Project Speed Discussion Materials June 2023 DRAFT 2 Table of Contents 1. Situation Overview 2. Optimization of Omnichannel Retail Business 3. Court Orchestrated Wind-Down 4. Conclusions D r a f |
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| July 24, 2023 |
Exhibit 99.1 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Project Speed Discussion Materials May 2023 2 Table of Contents 1. Situation Overview 2. Optimization of Omnichannel Retail Business 3. Court Orchestrated Wind - Down 4. Conclusions D r a f t - S |
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| July 24, 2023 |
Exhibit 99.3 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n Project Speed – Updated Operating Plan Analysis July 12, 2023 S t r i c t l y C o n f i d e n t i a l S u b j e c t t o F R E 4 0 8 D r a f t - S u b j e c t t o M a t e r i a l R e v i s i o n 2 |
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| July 24, 2023 |
Exhibit 99.4 Shift Technologies, Inc., et al. Transaction Term Sheet Material Terms of the Transaction Term Description Overview of the Transaction This term sheet (the “Term Sheet”) sets forth the principal terms of a comprehensive restructuring transaction (the “Transaction”) involving the existing debt and other obligations of Shift Technologies, Inc. and its subsidiaries (collectively, the “Co |
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| July 18, 2023 |
Exhibit 10.1 SECOND AMENDMENT TO INVENTORY FINANCING AND SECURITY AGREEMENT I. THE PARTIES TO THIS AGREEMENT This Second Amendment to Inventory Financing and Security Agreement (“Amendment”) is effective as of July 14, 2023 (the “Amendment Effective Date”), and is made by and among the following parties (the “Parties”): A. Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey) (to |
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| July 18, 2023 |
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): July 18, 2023 (July 14, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorporation) |
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| July 11, 2023 |
Exhibit 99.1 Shift Announces Restructuring to Streamline Operations and Reduce Cost Structure SAN FRANCISCO, July 11, 2023 (GLOBE NEWSWIRE) - Shift Technologies, Inc. (Nasdaq: SFT), a consumer-centric omnichannel used auto retailer, today announced a plan to restructure and reduce the Company’s workforce to better align people and responsibilities with the Company’s omnichannel sales strategy. The |
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| July 11, 2023 |
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) July 11, 2023 (July 11, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporati |
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| June 30, 2023 |
As filed with the Securities and Exchange Commission on June 30, 2023 As filed with the Securities and Exchange Commission on June 30, 2023 Registration No. |
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| June 30, 2023 |
Exhibit 99.2 SHIFT TECHNOLOGIES, INC. Employment INDUCEMENT GRANT AGREEMENT THIS EMPLOYMENT INDUCEMENT GRANT AGREEMENT (this “Agreement”), dated June 30, 2023 (the “Date of Grant”) between Shift Technologies, Inc., a Delaware corporation (the “Company”), and Ayman Moussa (the “Grantee”), is a grant of restricted Stock Units (“RSUs”) subject to the terms, definitions and provisions of the Company’s |
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| June 30, 2023 |
Up to 1,582,025 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-261284 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated April 11, 2023) Up to 1,582,025 Shares of Class A Common Stock This prospectus supplement updates and supplements the prospectus dated April 11, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-3 (No. 333-261284), as amended by Post-Effective Amendment No |
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| June 30, 2023 |
Filing Fee Table (filed herewith). Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Shift Technologies, Inc. |
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| June 29, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| June 29, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-388 |
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| June 28, 2023 |
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) June 28, 2023 (June 23, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporati |
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| June 15, 2023 |
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) June 15, 2023 (June 13, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporati |
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| June 14, 2023 |
Up to 1,582,025 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-261284 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated April 11, 2023) Up to 1,582,025 Shares of Class A Common Stock This prospectus supplement updates and supplements the prospectus dated April 11, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-3 (No. 333-261284), as amended by Post-Effective Amendment No |
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| June 14, 2023 |
Shift Appoints Experienced Auto Entrepreneur Ayman Moussa as New CEO and Board Member Exhibit 99.1 Shift Appoints Experienced Auto Entrepreneur Ayman Moussa as New CEO and Board Member SAN FRANCISCO, June 9, 2023 (GLOBE NEWSWIRE) - Shift (Nasdaq: SFT) today announced that its Board of Directors has appointed Ayman Moussa as Chief Executive Officer and a member of the Board, effective immediately June 9, 2023. Ayman Moussa is an automotive entrepreneur and CEO with over 20 years of |
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| June 14, 2023 |
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) June 14, 2023 (June 9, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporatio |
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| June 14, 2023 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on June 9, 2023 by and among Shift Technologies, Inc. (the “Company”), Shift Platform, Inc. (“Shift”), and Ayman Moussa (the “Executive”), collectively referred to herein as the “Parties.” WHEREAS, the board of directors (the “Board”) of the Company desires to appoint the Executive as Chief Executive Off |
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| June 13, 2023 |
Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, California 94103-4234 Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, California 94103-4234 June 13, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Tony Watson and Adam Phippen Re: Shift Technologies, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed on March 31, 2023 Form 8-K Filed March 28, 2023 |
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| May 26, 2023 |
Letter to the Board of Directors of Shift Technologies, Inc., dated May 26, 2023. EX-99.1 2 e4741ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 May 26, 2023 Board of Directors Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, CA 94103 Dear Members of the Board: I own 1,974,059 shares or 11.5% of Shift Technologies, Inc. (“Company” or “Shift”), making me the largest shareholder of the company – more than TRP Capital Partners and Lithia Motors. Until the recent earning |
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| May 26, 2023 |
SFT / Shift Technologies Inc - Class A / Venkata Maruthi JD - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Amendment No.1) SCHEDULE 13D Under the Securities Exchange Act of 1934 Shift Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82452T107 (CUSIP Number) Maruthi J. D. Venkata 610 E Zack St, Ste 110 Tampa, Florida 33602 Telephone: 7276108949 (Name, Address and Telephone Number of Person Aut |
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| May 17, 2023 |
Up to 1,582,025 Shares of Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-261284 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated April 11, 2023) Up to 1,582,025 Shares of Class A Common Stock This prospectus supplement updates and supplements the prospectus dated April 11, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-3 (No. 333-261284), as amended by Post-Effe |
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| May 17, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- |
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| May 17, 2023 |
Exhibit 99.1 Explanatory Note The Company announced its financial results for the fiscal quarter ended March 31, 2023 via press release on May 11, 2023 (the “Earnings Release”). Subsequent to the Earnings Release but prior to the filing of its Quarterly Report on Form 10-Q (the “10-Q”), the Company identified certain amounts that are properly classified as loss from discontinued operations on the |
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| May 17, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 26 (to Prospectus dated December 3, 2020) Up to 2,498,833 Shares of Class A Common Stock Up to 774,500 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the “Prospectus”), which forms a par |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| May 16, 2023 |
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) May 16, 2023 (May 15, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporation |
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| May 11, 2023 |
Shift Announces First Quarter Results and Review of Strategic Alternatives Exhibit 99.1 Shift Announces First Quarter Results and Review of Strategic Alternatives SAN FRANCISCO, May 11, 2023 — Shift Technologies, Inc. (Nasdaq: SFT), a consumer-centric omnichannel retailer for buying and selling used cars, today reported first quarter financial results for the period ended March 31, 2023. Management’s commentary on first quarter financial results can be found by accessing |
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| May 11, 2023 |
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): May 11, 2023 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 26, 2023 |
SFT / Shift Technologies Inc - Class A / Venkata Maruthi JD - FORM SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Shift Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82452T107 (CUSIP Number) Maruthi J. D. Venkata 610 E Zack St, Ste 110 Tampa, Florida 33602 Telephone: 7276108949 (Name, Address and Telephone Number of Person Authorized to Receiv |
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| April 26, 2023 |
Exhibit 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Person engaged in the following transactions in shares of Class A Common Stock of the Issuer during the past 60 days. |
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| April 24, 2023 |
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 24, 2023 (April 19, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorpora |
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| April 3, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 25 (to Prospectus dated December 3, 2020) Up to 2,498,833 Shares of Class A Common Stock Up to 774,500 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the “Prospectus”), which forms a par |
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| April 3, 2023 |
Registration No. 333-261284 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Shift Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 5500 82-5325852 (State or other jurisdiction of incorporation or organization) (Primary Standard Ind |
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| March 31, 2023 |
Subsidiaries of the Registrant (filed Legal Name Jurisdiction of Incorporation Shift Platform, Inc. Delaware Shift Operations LLC Delaware Shift Finance, LLC Delaware Shift Transportation LLC Delaware Shift Insurance Services LLC Delaware Shift Marketplace Holdings, LLC Delaware Shift Marketplace, LLC Delaware Fair Dealer Services, LLC Delaware CarLotz, Inc. (f/k/a Acamar Partners Acquisition Corp.) Delaware CarLotz Group, Inc. (f/k/a |
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| March 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38839 |
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| March 28, 2023 |
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): March 28, 2023 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 28, 2023 |
Exhibit 99.1 Shift Announces Fourth Quarter Results •Sold 2,520 retail units and achieved $65.6 million in revenue •Successfully closed the merger with CarLotz and transitioned to omnichannel selling model •Regained compliance with Nasdaq Stock Market minimum bid price requirement SAN FRANCISCO, March 28, 2023 — Shift Technologies, Inc. (Nasdaq: SFT), a leading end-to-end ecommerce platform for bu |
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| March 20, 2023 |
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): March 20, 2023 (March 17, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorporation |
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| March 8, 2023 |
Shift Announces Reverse Stock Split Exhibit 99.1 Shift Announces Reverse Stock Split SAN FRANCISCO, March 7, 2023 (GLOBE NEWSWIRE) – Shift Technologies, Inc. (Nasdaq: SFT) (the “Company” or “Shift”), a leading end-to-end auto ecommerce platform transforming the used car industry with a technology-driven, hassle-free customer experience, announced today that it will effect a 1-for-10 reverse stock split (“reverse split”) of its Class |
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| March 8, 2023 |
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): March 8, 2023 (March 7, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorporation) |
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| March 8, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHIFT TECHNOLOGIES, INC. MARCH 7, 2023 Shift Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of this corporation is Shift Technologies, Inc. 2. This corporation’s Second Amended and |
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| March 7, 2023 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE SHIFT TECHNOLOGIES, INC. ) ) c.a. no. 2023- verified petition for relief pursuant to 8 del. c. § 205 Petitioner Shift Technologies, Inc. (“Shift” or the “Company”), by and through its undersigned counsel, brings this petition pursuant to 8 Del. C. § 205, seeking to have this Court validate a corporate act as follows: nature of th |
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| March 7, 2023 |
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): March 7, 2023 (March 6, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorporation) |
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| February 27, 2023 |
Exhibit 99.2 CarLotz, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share data) September 30, 2022 December 31, 2021 Assets Current Assets: Cash and cash equivalents $ 84,809 $ 75,029 Restricted cash 4,049 4,336 Marketable securities - at fair value 28,125 116,589 Accounts receivable, net 4,786 8,206 Inventories 13,062 40,985 Other curr |
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| February 27, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2023 (December 9, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other |
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| February 27, 2023 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of CarLotz, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of CarLotz, Inc., and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statemen |
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| February 27, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Merger Agreement On December 9, 2022 (the “Closing Date”), Shift Technologies, Inc. (“Shift”) completed the previously announced acquisition of CarLotz, Inc. (“CarLotz”), pursuant to the Agreement and Plan of Merger dated as of August 9, 2022 (the “Merger Agreement”), by and among Shift, Shift Remarketing Operations, Inc., a |
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| February 14, 2023 |
SC 13G/A 1 tm236168d24sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Shift Technologies, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 82452T107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this S |
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| February 10, 2023 |
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): February 10, 2023 (February 7, 2023) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorpor |
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| February 10, 2023 |
Exhibit 10.1 AMENDMENT TO INVENTORY FINANCING AND SECURITY AGREEMENT I. THE PARTIES TO THIS AGREEMENT This Amendment to Inventory Financing and Security Agreement (“Amendment”) is effective as of February 7, 2023 (the “Amendment Effective Date”), and is made by and among the following parties (the “Parties”): A. Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey) (together with |
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| February 8, 2023 |
SFT / Shift Technologies, Inc. Class A / LITHIA MOTORS INC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Shift Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82452T107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| December 29, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): December 29, 2022 (December 22, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorpo |
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| December 19, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13G and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Shift Technologies, Inc. The undersigned further agree that each party hereto is responsible f |
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| December 19, 2022 |
SFT / Shift Technologies, Inc. Class A / TRP Capital Partners, LP - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 12, 2022 |
Filing Fee Table (filed herewith). Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Shift Technologies, Inc. |
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| December 12, 2022 |
As filed with the Securities and Exchange Commission on December 9, 2022 As filed with the Securities and Exchange Commission on December 9, 2022 Registration No. |
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| December 9, 2022 |
Exhibit 99.1 Shift Closes Merger with CarLotz, Creating a Differentiated Used Omnichannel Auto Retailer, and Announces Shift Board of Directors Changes SAN FRANCISCO, December 9, 2022 – Shift Technologies, Inc. (Nasdaq: SFT), a leading end-to-end auto ecommerce platform transforming the used car industry with a technology-driven, hassle-free customer experience, has closed its merger with CarLotz, |
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| December 9, 2022 |
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) December 9, 2022 (December 7, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incor |
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| December 5, 2022 |
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): December 5, 2022 (November 30, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorpor |
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| December 1, 2022 |
Filed by Shift Technologies, Inc. (Commission File No. 001-38839) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Carlotz, Inc. (Commission File No. 001-38818) This filing relates to the proposed business combination pursuant to the terms of that certain Agreement and Plan of Merger, dated as of |
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| November 30, 2022 |
This supplement to the Joint Proxy Statement/Prospectus is dated November 30, 2022 Filed Pursuant to Rule 424(b)(3) Registration No. 333-267601 SUPPLEMENT NO. 3, DATED NOVEMBER 30, 2022 (to the Joint Proxy Statement/Prospectus dated November 8, 2022) This Supplement No. 3, dated November 30, 2022 (this ?Supplement?), updates and supplements the joint proxy statement/prospectus dated November 8, 2022 (the ?Joint Proxy Statement/Prospectus?). Shift Technologies, Inc. (?Shift?) fil |
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| November 15, 2022 |
Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 15, 2022 (August 9, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other ju |
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| November 10, 2022 |
This supplement to the Joint Proxy Statement/Prospectus is dated November 10, 2022 Filed Pursuant to Rule 424(b)(3) Registration No. 333-267601 SUPPLEMENT NO. 2, DATED NOVEMBER 10, 2022 (to the Joint Proxy Statement/Prospectus dated November 8, 2022) This Supplement No. 2, dated November 10, 2022 (this ?Supplement?), updates and supplements the joint proxy statement/prospectus dated November 8, 2022 (the ?Joint Proxy Statement/Prospectus?). Shift Technologies, Inc. (?Shift?) fil |
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| November 9, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: |
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| November 9, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 24 (to Prospectus dated December 3, 2020) Up to 24,988,338 Shares of Class A Common Stock Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the ?Prospectus?), which forms a |
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| November 8, 2022 |
Exhibit 99.1 Shift Announces Third Quarter Results ?Sold 4,855 ecommerce units and achieved $161.9 million in revenue ?Achieved strong Adjusted gross profit per unit of $1,925, despite macroeconomic headwinds and lower ASP vehicles ?Successfully executed restructuring plan as outlined in last quarter?s earnings call SAN FRANCISCO, November 8, 2022 ? Shift Technologies, Inc. (Nasdaq: SFT), a leadin |
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| November 8, 2022 |
MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-267601 MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT Dear Shift Stockholders and CarLotz Stockholders: On August 9, 2022, Shift Technologies, Inc. (“Shift”), Shift Remarketing Operations, Inc., a wholly owned subsidiary of Shift (“Merger Sub”), and CarLotz, Inc. (“CarLotz”) entered into an Agreement and Plan of Merger (as it may |
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| November 8, 2022 |
This supplement to the Joint Proxy Statement/Prospectus is dated November 8, 2022 424B3 1 brhc10043893424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-267601 SUPPLEMENT NO. 1, DATED NOVEMBER 8, 2022 (to the Joint Proxy Statement/Prospectus dated November 8, 2022) This Supplement No. 1, dated November 8, 2022 (this “Supplement”), updates and supplements the joint proxy statement/prospectus dated November 8, 2022 (the “Joint Proxy Statement/Prospectus”). Shif |
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| November 8, 2022 |
Shift 3Q 2022 Earnings Conference Call Prepared Remarks 425 1 shift3qscriptfinal.htm 425 REMARKS Filed by Shift Technologies, Inc. (Commission File No. 001-38839) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Carlotz, Inc. (Commission File No. 001-38818) Shift 3Q 2022 Earnings Conference Call Prepared Remarks November 8, 2022 Cheryl Liu, Manager Cor |
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| November 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 8, 2022 (November 8, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorpora |
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| November 7, 2022 |
Shift Technologies, Inc. Registration Statement on Form S-4 (File No. 333-267601) CORRESP 1 filename1.htm Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, CA 94103 November 7, 2022 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Shift Technologies, Inc. Registration Statement on Form S-4 (File No. 333-267601) Dear Ms. Wall, Reference is made to the |
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| November 7, 2022 |
As filed with the Securities and Exchange Commission on November 4, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 4, 2022 Registration No. |
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| November 7, 2022 |
Exhibit 99.1 Centerview Partners LLC 31 West 52nd Street New York, NY 10019 November 4, 2022 The Board of Directors Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, CA 94103 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated August 9, 2022, to the Board of Directors of Shift Technologies, Inc. (?Shift?) as Annex C to, and reference to such |
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| November 4, 2022 |
Jenner & Block LLP 1155 Avenue of the Americas New York, New York 10036 November 4, 2022 Jenner & Block LLP 1155 Avenue of the Americas New York, New York 10036 November 4, 2022 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D. |
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| November 2, 2022 |
EX-99.1 5 ny20005075x4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Centerview Partners LLC 31 West 52nd Street New York, NY 10019 November 1, 2022 The Board of Directors Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, CA 94103 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated August 9, 2022, to the Board of Directors of Shift Technologies, Inc. |
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| November 2, 2022 |
Exhibit 99.6 |
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| November 2, 2022 |
As filed with the Securities and Exchange Commission on November 1, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 1, 2022 Registration No. |
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| November 2, 2022 |
Exhibit 99.7 |
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| November 1, 2022 |
Jenner & Block LLP 1155 Avenue of the Americas New York, New York 10036 November 1, 2022 Jenner & Block LLP 1155 Avenue of the Americas New York, New York 10036 November 1, 2022 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D. |
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| October 18, 2022 |
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) October 18, 2022 (October 17, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incor |
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| October 18, 2022 |
Exhibit 99.1 Centerview Partners LLC 31 West 52nd Street New York, NY 10019 October 18, 2022 The Board of Directors Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, CA 94103 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated August 9, 2022, to the Board of Directors of Shift Technologies, Inc. (?Shift?) as Annex C to, and reference to such |
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| October 18, 2022 |
Jenner & Block LLP 1155 Avenue of the Americas New York, New York 10036 October 18, 2022 Jenner & Block LLP 1155 Avenue of the Americas New York, New York 10036 October 18, 2022 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D. |
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| October 18, 2022 |
As filed with the Securities and Exchange Commission on October 18, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 18, 2022 Registration No. |
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| October 18, 2022 |
EX-10.1 2 ea167240ex10-1shifttech.htm TRANSITION AND SEPARATION AGREEMENT, BY AND BETWEEN SHIFT TECHNOLOGIES, INC. AND GEORGE ARISON, DATED OCTOBER 17, 2022 Exhibit 10.1 SHIFT TECHNOLOGIES, INC. TRANSITION AND SEPARATION AGREEMENT This Transition and Separation Agreement (the “Agreement”) is entered into by and between Shift Technologies, Inc., a Delaware corporation (the “Company”) and George Ari |
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| October 7, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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) October 7, 2022 (October 4, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorpo |
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| October 7, 2022 |
425 1 ea166883-8kshifttech.htm CURRENT REPORT 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) October 7, 2022 (October 4, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5 |
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| September 26, 2022 |
As filed with the Securities and Exchange Commission on September 26, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 26, 2022 Registration No. |
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| September 26, 2022 |
Exhibit 99.1 Centerview Partners LLC 31 West 52nd Street New York, NY 10019 September 26, 2022 The Board of Directors Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, CA 94103 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated August 9, 2022, to the Board of Directors of Shift Technologies, Inc. (?Shift?) as Annex C to, and reference to su |
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| September 26, 2022 |
Exhibit 99.4 CONSENT OF DIRECTOR In accordance with Rule 438 of the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 filed by Shift Technologies, Inc. (?Shift?) with the Securities and Exchange Commission, the joint proxy statement/prospectus contained therein and any amendments or supplements thereto (the ?Registration St |
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| September 26, 2022 |
EX-99.5 9 ny20005075x1ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 CONSENT OF DIRECTOR In accordance with Rule 438 of the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 filed by Shift Technologies, Inc. (“Shift”) with the Securities and Exchange Commission, the joint proxy statement/prospectus contained therein and any amendment |
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| September 26, 2022 |
Exhibit 107 Form S-4 (Form Type) Shift Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Calculation of Filing Fee Tables Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(3) Fee Rate Amount of Regist |
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| September 26, 2022 |
EX-99.3 7 ny20005075x1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF DIRECTOR In accordance with Rule 438 of the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 filed by Shift Technologies, Inc. (“Shift”) with the Securities and Exchange Commission, the joint proxy statement/prospectus contained therein and any amendment |
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| September 26, 2022 |
CONSENT OF WILLIAM BLAIR & COMPANY, L.L.C. Exhibit 99.2 CONSENT OF WILLIAM BLAIR & COMPANY, L.L.C. We hereby consent to the inclusion of our opinion letter to the Board of Directors of CarLotz, Inc. (the ?Company?) as an Appendix to the Joint Proxy Statement/Prospectus relating to the proposed merger of the Company with Shift Technologies, Inc. contained in the Registration Statement on Form S-4, as filed with the Securities and Exchange C |
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| September 13, 2022 |
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) September 13, 2022 (September 7, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of in |
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| September 13, 2022 |
Exhibit 10.1 SHIFT TECHNOLOGIES, INC. AMENDED AND RESTATED RETENTION BONUS AGREEMENT THIS AMENDED AND RESTATED RETENTION BONUS AGREEMENT (this ?Agreement?), dated September 7, 2022 (the ?Restatement Date?), between Shift Technologies, Inc. (the ?Company?) and Oded Shein (the ?Employee?), is made to retain the Employee in recognition of his value to the Company in meeting its financial and strategi |
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| August 25, 2022 |
Emily Melton to Step Down from Shift’s Board of Directors Exhibit 99.1 Emily Melton to Step Down from Shift?s Board of Directors SAN FRANCISCO, August 25, 2022 ? Shift Technologies, Inc. (Nasdaq: SFT) announced today that Emily Melton, Lead Director who has served on the company?s Board since 2014, will be stepping down from the Board, effective August 31. Jason Krikorian, company Director since 2018, will succeed Melton as Lead Independent Director. ?Ev |
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| August 25, 2022 |
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): August 25, 2022 (August 23, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorporati |
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| August 15, 2022 |
Filed by Shift Technologies, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No.: 001-38818 Date: August 12, 2022 Shift and CarLotz Agree To Merge, Creating a Differentiated Used Auto Ecommerce Retailer ? Merger will create a leading omnichannel auto retailer ? Com |
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| August 15, 2022 |
425 1 ea164334-425shifttech.htm FORM 425 Filed by Shift Technologies, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No: 001-38818 Date: August 12, 2022 SHIFT TECHNOLOGIES, INC. EMPLOYEE EMAIL EMAIL SUBJECT: [all @] Shift team and strategy update Dear Shift team, |
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| August 15, 2022 |
Filed by Shift Technologies, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No: 001-38818 Date: August 12, 2022 SHIFT TECHNOLOGIES, INC. LINKEDIN POST POSTED BY: George Arison, CEO and Founder of Shift Technologies, Inc. Important Additional Information In connect |
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| August 15, 2022 |
425 1 ea164337-425shifttech.htm FORM 425 |
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| August 15, 2022 |
Filed by Shift Technologies, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No: 001-38818 Date: August 12, 2022 SHIFT TECHNOLOGIES, INC. EMPLOYEE EMAIL EMAIL SUBJECT: [all@] Jeff?s promotion to CEO!! Dear Shift team members, Just a few minutes ago, we publicly rel |
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| August 15, 2022 |
Shift Technologies, Inc. Shift Second Quarter of 2022 Earnings Call August 9, 2022, 5:00 p.m. ET 425 1 ea164338-425shifttech.htm FORM 425 Filed by Shift Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No. 001-38818 Date: August 12, 2022 This filing relates to the proposed business combination pursuant to the terms of that certain Agreement and |
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| August 12, 2022 |
Shift Technologies, Inc. Interview by George Arison, CEO August 10, 2022, 9:53 a.m. ET Filed by Shift Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CarLotz, Inc. Commission File No. 001-38818 Date: August 12, 2022 This filing relates to the proposed business combination pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 9, 20 |
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| August 12, 2022 |
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): August 11, 2022 (August 8, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorporatio |
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| August 11, 2022 |
Shift Technologies, Inc. Shift Second Quarter of 2022 Earnings Call August 9, 2022, 5:00 p.m. ET Filed by Shift Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Shift Technologies, Inc. Commission File No. 001-38839 Date: August 10, 2022 This filing relates to the proposed business combination pursuant to the terms of that certain Agreement and Plan of Merger, dated as of A |
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| August 11, 2022 |
August 9, 2022 Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, CA 94103 CarLotz, Inc. 3301 West Moore Street Richmond, VA 23230 CarLotz Group, Inc. 3301 West Moore Street Richmond, VA 23230 Re: Amended and Restated Sponsor Letter Agreement Ladies and Gentlemen: This letter (this ?Sponsor Letter Agreement?) is being delivered to you in accordance with that certain Agreement a |
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| August 11, 2022 |
Filed by Shift Technologies, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Shift Technologies, Inc. Commission File No: 001-38839 Date: August 10, 2022 SHIFT TECHNOLOGIES CEO LINKEDIN POST POSTED BY: George Arison, CEO and Founder of Shift Technologies, Inc. Important Additional Information I |
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| August 11, 2022 |
XBRL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| August 11, 2022 |
AGREEMENT AND PLAN OF MERGER by and among: SHIFT TECHNOLOGIES, INC., a Delaware corporation; SHIFT REMARKETING OPERATIONS, INC., a Delaware corporation; and CARLOTZ, INC., a Delaware corporation Dated as of August 9, 2022 Table of Contents Page Section 1. Description of Transaction 1 1.1 Merger of Merger Sub into the Company 1 1.2 Effects of the Merger 1 1.3 Closing; Effective Time 1 1.4 Certifica |
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| August 11, 2022 |
THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT (this ?Amendment?) is entered into on August 8, 2022 (the ?Amendment Effective Date?) by and among Shift Platform, Inc. |
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| August 11, 2022 |
August 9, 2022 Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, California, 94103 Ladies and Gentlemen: This letter agreement (?Letter Agreement?), dated as of August 9, 2022 (the ?Effective Date?), by and between Shift Technologies, Inc., a Delaware corporation (?Shift?), and Acamar Partners Sponsor I LLC (the ?Stockholder?), is being delivered in connection with the entry i |
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| August 11, 2022 |
VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made as of August 9, 2022 by and among (i) Shift Technologies, Inc. |
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| August 11, 2022 |
(Incorporated by reference to Exhibit 10.12 to the Company’s Form 10-Q/A filed August 1 August 9, 2022 Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, California, 94103 Ladies and Gentlemen: This letter agreement (?Letter Agreement?), dated as of August 9, 2022 (the ?Effective Date?), by and between Shift Technologies, Inc., a Delaware corporation (?Shift?), and TRP Capital Partners, LP (the ?Stockholder?), is being delivered in connection with the entry into t |
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| August 11, 2022 |
VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made as of August 9, 2022 by and among (i) Shift Technologies, Inc. |
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| August 10, 2022 |
Filed by Shift Technologies, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Shift Technologies, Inc. Commission File No: 001-38839 Date: August 9, 2022 SHIFT TECHNOLOGIES EMPLOYEE EMAIL EMAIL SUBJECT: [all @] Shift team and strategy update Dear Shift team, Earlier today, we informed many of yo |
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| August 10, 2022 |
Filed by Shift Technologies, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Shift Technologies, Inc. Commission File No: 001-38839 Date: August 9, 2022 SHIFT TECHNOLOGIES EMPLOYEE EMAIL EMAIL SUBJECT: [all@] Jeff?s promotion to CEO!! Dear Shift team members, Just a few minutes ago, we publicly |
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| August 10, 2022 |
Filed by Shift Technologies, Inc. (Commission File No. 001-38839) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Carlotz, Inc. (Commission File No. 001-38818) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Se |
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| August 10, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 23 (to Prospectus dated December 3, 2020) Up to 24,988,338 Shares of Class A Common Stock Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the ?Prospectus?), which forms a |
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| August 10, 2022 |
425 1 ea164104-425shifttech.htm FORM 425 Filed by Shift Technologies, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Shift Technologies, Inc. Commission File No.: 001-38839 Date: August 9, 2022 Shift and CarLotz Agree To Merge, Creating a Differentiated Used Auto Ecommerce Retailer ● Merger wi |
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| August 10, 2022 | ||
| August 9, 2022 |
Table of Contents XBRL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 9, 2022 |
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (this ?Amendment?) is entered into on May 12, 2022 (the ?Amendment Effective Date?) by and among Shift Platform, Inc. |
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| August 9, 2022 |
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): August 9, 2022 (August 9, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorporation |
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| August 9, 2022 |
Exhibit 99.1 Shift Announces Merger with CarLotz; a New Business Plan that Enables the Company to Achieve Profitability in 2024; Appointment of new CEO; also Releases Q2 Results ?Shift to merge with CarLotz, a leading used vehicle consignment business; combined company estimated to have approximately $125 million of cash if the merger closes at the end of the year ?Shift is transitioning to a new |
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| July 11, 2022 |
Submission of Matters to a Vote of Security Holders 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) July 11, 2022 (July 8, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporatio |
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| July 11, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 22 (to Prospectus dated December 3, 2020) Up to 24,988,338 Shares of Class A Common Stock Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the ?Prospectus?), which forms a part of our regist |
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| June 30, 2022 |
EX-99.1 4 ea160468ex99-1shifttech.htm SHIFT TECHNOLOGIES, INC. EMPLOYMENT INDUCEMENT PLAN Exhibit 99.1 SHIFT TECHNOLOGIES, INC. Employment INDUCEMENT PLAN 1. Purpose The purpose of the Plan is to provide a means through which the Company and its Affiliates may make Grants to provide a material inducement for certain individuals to enter into employment with the Company and its Affiliates. Each Gra |
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| June 30, 2022 |
Filing Fee Table (filed herewith). Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Shift Technologies, Inc. |
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| June 30, 2022 |
As filed with the Securities and Exchange Commission on June 30, 2022 As filed with the Securities and Exchange Commission on June 30, 2022 Registration No. |
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| June 30, 2022 |
Exhibit 99.2 [Form of Time-Based RSU Inducement Award Agreement] SHIFT TECHNOLOGIES, INC. Employment INDUCEMENT PLAN RSU AGREEMENT THIS AGREEMENT (this ?Agreement?), dated , [YEAR] (the ?Date of Grant?) between Shift Technologies, Inc., a Delaware corporation (the ?Company?), and [NAME] (the ?Grantee?), is made pursuant and subject to the provisions of the Company?s Employment Inducement Plan (the |
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| June 24, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 21 (to Prospectus dated December 3, 2020) Up to 24,988,338 Shares of Class A Common Stock Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the ?Prospectus?), which forms a part of our regist |
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| June 24, 2022 |
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) June 24, 2022 (June 22, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporati |
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| June 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| June 24, 2022 |
Exhibit 10.1 SHIFT TECHNOLOGIES, INC. AMENDED AND RESTATED RETENTION BONUS AGREEMENT THIS AMENDED AND RESTATED RETENTION BONUS AGREEMENT (this ?Agreement?), dated June 22, 2022 (the ?Restatement Date?), between Shift Technologies, Inc. (the ?Company?) and Sean Foy (the ?Employee?), is made to retain the Employee in recognition of his value to the Company in meeting its financial and strategic busi |
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| June 24, 2022 |
Exhibit 10.2 SHIFT TECHNOLOGIES, INC. RETENTION BONUS AGREEMENT THIS RETENTION BONUS AGREEMENT (this ?Agreement?), dated June 22, 2022 (the ?Effective Date?), between Shift Technologies, Inc., (the ?Company?), and Oded Shein (the ?Employee?), is made to retain the Employee in recognition of the Employee?s value to the Company in meeting its financial and strategic business objectives by providing |
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| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| May 27, 2022 |
DEFA14A 1 ea160668-defa14ashifttech.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, f |
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| May 13, 2022 |
Exhibit 10.1 May 11, 2022 Shift Technologies, Inc. 2525 16th Street, Suite 316 San Francisco, CA 94103 Ladies and Gentlemen: This letter agreement (?Letter Agreement?), dated as of May 11, 2022 (the ?Effective Date?), by and between Shift Technologies, Inc., a Delaware corporation (?Shift?), and Cayman Project 2 Limited, a company incorporated under the laws of Cayman Islands (the ?Stockholder?), |
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| May 13, 2022 |
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) May 13, 2022 (May 11, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporation |
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| May 13, 2022 |
Exhibit 2.1 EXECUTION VERSION AMENDED AND RESTATED EQUITY AND ASSET PURCHASE AGREEMENT dated as of May 11, 2022 by and among FAIR FINANCIAL CORP., Fair ip, llc, SHIFT TECHNOLOGIES, INC. and, solely for purposes of Article IV, Article IX and Article X, CAYMAN PROJECT 2 LIMITED TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS - 2 - 1.1 Definitions - 2 - 1.2 Construction - 8 - ARTICLE II PURCHASE |
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| May 13, 2022 |
Exhibit 10.2 EXECUTION VERSION SHIFT TECHNOLOGIES, INC. $20,000,000 6.00% Senior Notes due 2025 Fully and Unconditionally Guaranteed by the Guarantors Party Hereto Note Purchase Agreement May 11, 2022 Table of Contents PAGE SECTION Heading Section 1. Authorization of Notes; Ranking; Interest Rate. 1 Section 1.1. Authorization of Notes 1 Section 1.2. Ranking 1 Section 1.3. Interest Rate 1 Section 2 |
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| May 13, 2022 |
Shift Closes Acquisition of Fair’s Dealer Listing Marketplace Technology Exhibit 99.1 Shift Closes Acquisition of Fair?s Dealer Listing Marketplace Technology SAN FRANCISCO, May 12, 2022 ? Shift Technologies, Inc. (Nasdaq: SFT), a leading end-to-end auto ecommerce platform transforming the used car industry with a technology-driven, hassle-free customer experience, has closed its acquisition of certain assets of Fair Financial Corp. and certain of its subsidiaries (?Fa |
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| May 11, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 20 (to Prospectus dated December 3, 2020) Up to 24,988,338 Shares of Class A Common Stock Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the ?Prospectus?), which forms a |
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| May 10, 2022 |
Letter to Shareholders Q1 2022 Q1 2022 LETTER TO SHAREHOLDERS Financial and Operating Metrics ? Grew Q1 revenue to $220M, up 107% YoY ? Sold 6,714 ecommerce vehicles in Q1, up 51% YoY ? Achieved GPU of $1,607 and Adjusted GPU1,2 of $1,681 ? Sourced 96% of our ecommerce units from customers and partners ? ? Highlights 2 TOTAL REVENUE $ IN MILLIONS 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 E2Q22 $30 $32 $60 $73 $106 $155 $180 $196 ECOMMERCE UNITS SOLD 1,421 1,822 2,946 3,308 4,452 5,871 6,487 6,441 Q2 2022 & FY 2022 Guidance 1 Q2 Revenue: $225M - $235M Q2 Adjusted GPU: $1,800 - $2,000 Q2 Adjusted EBITDA: ($37M) - ($39M) FY Revenue & Ecommerce Units: $1B - $1. |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 10, 2022 (May 10, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Delaware 001-38839 82-5325852 (State or Other Jurisdiction of Incorporation) (C |
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| May 10, 2022 |
EX-99.1 2 sft20220331-exhibit991.htm EX-99.1 PRESS RELEASE Exhibit 99.1 Shift Grows Revenue 107% in Q1'2022, Reiterates Guidance for 2022 •Achieved record revenue and units sold levels in the first quarter; year-over-year growth of 107% and 45%, respectively •Total Gross Profit of $10.8 million, an increase of 46% year-over-year •Projecting 49% year-over-year Q2'2022 revenue growth, at the midpoin |
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| May 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- |
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| May 6, 2022 |
Up to $150,000,000 Class A common stock Prospectus Supplement Filed pursuant to Rule 424(b)(5) Registration No. 333-263613 Up to $150,000,000 Class A common stock We have entered into a Controlled Equity Offering? Sales Agreement, or the ?sales agreement,? with Cantor Fitzgerald & Co., or ?Cantor Fitzgerald,? relating to shares of our Class A common stock, par value $0.0001 (the ?Class A common stock?), offered by this prospectus supple |
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| May 6, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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) May 6, 2022 (May 6, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorporation o |
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| May 6, 2022 |
EX-1.1 2 ea159534ex1-1shifttech.htm CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT, DATED AS OF MAY 6, 2022, BY AND AMONG SHIFT TECHNOLOGIES, INC. AND CANTOR FITZGERALD & CO Exhibit 1.1 Shift Technologies, Inc. Shares of Class A Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement May 6, 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gen |
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| April 26, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 19 (to Prospectus dated December 3, 2020) Up to 24,988,338 Shares of Class A Common Stock Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the ?Prospectus?), which forms a part of our regist |
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| April 25, 2022 |
Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, California 94103-4234 Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, California 94103-4234 April 22, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Janice Adeloye Re: Shift Technologies, Inc. Registration Statement on Form S-3 Filed on March 16, 2022 File No. 333-263613 Ladies and Gentlemen: Pursuant to Rule 46 |
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| April 25, 2022 |
Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, California 94103-4234 Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, California 94103-4234 April 22, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Janice Adeloye Re: Shift Technologies, Inc. Registration Statement on Form S-3 Filed on March 16, 2022 File No. 333-263613 Ladies and Gentlemen: Pursuant to Rule 46 |
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| April 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38839 |
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| March 16, 2022 |
SHIFT TECHNOLOGIES, INC. RETENTION BONUS AGREEMENT THIS RETENTION BONUS AGREEMENT (this ?Agreement?), dated January 7, 2022 (the ?Effective Date?), between Shift Technologies, Inc. (the ?Company?) and Sean Foy (the ?Employee?), is made to retain the Employee in recognition of his value to the Company in meeting its financial and strategic business objectives by providing the Employee with the oppo |
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| March 16, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 18 (to Prospectus dated December 3, 2020) Up to 24,988,338 Shares of Class A Common Stock Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the ?Prospectus?), which forms a |
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| March 16, 2022 |
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). |
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| March 16, 2022 |
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this ?Amendment?) is entered into on February 24, 2022 (the ?Amendment Effective Date?) by and among Shift Platform, Inc. |
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| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38839 Shift Technologie |
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| March 16, 2022 |
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this ?Amendment?) is entered into on February 24, 2022 (the ?Amendment Effective Date?) by and among Shift Technologies, Inc. |
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| March 16, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Shift Technologies, Inc. |
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| March 16, 2022 |
Subsidiaries of the Registrant (previously filed with the Original Report). EX-21.1 8 exh211-subsidiaries.htm EX-21.1 LIST OF SUBSIDIARIES Legal Name Jurisdiction of Incorporation Shift Platform, Inc. Delaware Shift Operations LLC Delaware Shift Finance, LLC Delaware Shift Transportation LLC Delaware Shift Insurance Services LLC Delaware |
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| March 16, 2022 |
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this ?Amendment?) is entered into on January 27, 2022 (the ?Amendment Effective Date?) by and between Shift Platform, Inc. |
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| March 16, 2022 |
Exhibit 4.2 SHIFT TECHNOLOGIES, INC. and [] as Trustee FORM OF INDENTURE Dated as of [] TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions. 1 Section 1.02. Other Definitions. 5 Section 1.03. Incorporation by Reference of Trust Indenture Act. 5 Section 1.04. Rules of Construction. 6 Article 2. The SECURITIES 7 Section 2.01. Issuable in Series. 7 Section |
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| March 16, 2022 |
SHIFT TECHNOLOGIES, INC. SEVERANCE PLAN FOR KEY MANAGEMENT EMPLOYEES (as adopted effective January 1, 2022) Article I. BACKGROUND, PURPOSE AND TERM OF PLAN Section 1.01Purpose of the Plan. Shift considers it essential to the best interests of its stockholders to encourage the continued dedication of its key management employees to their duties and to retain the same. The Board has adopted this Pla |
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| March 16, 2022 |
As filed with the Securities and Exchange Commission on March 16, 2022 As filed with the Securities and Exchange Commission on March 16, 2022 Registration No. |
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| March 15, 2022 |
Exhibit 99.3 Shift to Acquire Fair?s Dealer Listing Marketplace Technology, Team to Expand E-commerce Auto Platform; SoftBank Group to Fully Fund Acquisition ? Expands the breadth and depth of Shift?s inventory and add world-class talent to platform team ? Represents important step in building out Shift?s vision of owning every part of the car ownership lifecycle ? Shift to launch dealer marketpla |
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| March 15, 2022 |
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) March 15, 2022 (March 14, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorpora |
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| March 15, 2022 |
Exhibit 99.4 1 Shift.com Copyright ? Shift. All rights. Shift Investor Presentation | March 2022 2 2 Disclaimer This investor presentation (this ?presentation?) is for informational purposes only to assist certain interested parties in m aki ng their own evaluation with respect to the potential purchase of certain assets of Fair Technologies, Inc. by Shift Technologie s, Inc. (?Shift?) and the oth |
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| March 15, 2022 |
EX-99.1 4 ea156893ex99-1shifttech.htm PRESS RELEASE, DATED MARCH 15, 2022 Exhibit 99.1 Shift Grows Revenue 167% in Q4'2021; Strong Guidance for 2022 Reflects Continued Rapid Growth with Significant Operational Efficiencies ● Achieved strong revenue and units sold levels in the fourth quarter; year-over-year growth of 167% and 80%, respectively ● Attained Q4’2021 Total Gross Profit per unit of $1,8 |
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| March 15, 2022 |
Exhibit 99.2 Letter to Shareholders Q4 and FY 2021 Q4 & FY 2021 LETTER TO SHAREHOLDERS Q4 and FY 2021 Financial & Operational Results ? Wrapped an exceptional year of growth, growing FY revenue to $637M, up 225% YoY ? Grew Q4 revenue to $196M, up 167% YoY ? Sold 23,251 ecommerce vehicles for the full year, up 145% YoY ? Sold 6,441 ecommerce vehicles in Q4, up 95% YoY ? Achieved a FY GPU of $2,098 |
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| March 15, 2022 |
Exhibit 10.1 Execution Version SoftBank Group Corp. 1-7-1 Kaigan Minato-Ku Tokyo 105-7537 Japan March 14, 2022 Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, CA 94103-4234 Attention: George Arison, CEO 6.00% Senior Notes due 2025 Commitment Letter Ladies and Gentlemen: Shift Technologies, Inc. (together with its affiliates, ?Shift? or ?you?) has advised SoftBank Group Corp. |
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| March 15, 2022 |
Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT dated as of March 14, 2022 by and among FAIR FINANCIAL CORP., FAIR IP, LLC, SHIFT TECHNOLOGIES, INC. and, solely for purposes of Article IV, Article IX and Article X, CAYMAN PROJECT 2 LIMITED TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS - 1 - 1.1 Definitions - 1 - 1.2 Construction - 8 - ARTICLE II PURCHASE AND SALE OF ASSETS; LIABILITI |
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| February 24, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 17 (to Prospectus dated December 3, 2020) Up to 24,988,338 Shares of Class A Common Stock Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the ?Prospectus?), which forms a part of our regist |
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| February 24, 2022 |
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) February 24, 2022 (February 24, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of inc |
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| February 14, 2022 |
SFT / Shift Technologies, Inc. Class A / LITHIA MOTORS INC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Shift Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82452T107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shift Technologies, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 82452T107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| January 12, 2022 |
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) January 12, 2022 (January 6, 2022) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incorp |
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| January 12, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 16 (to Prospectus dated December 3, 2020) Up to 24,988,338 Shares of Class A Common Stock Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the ?Prospectus?), which forms a part of our regist |
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| December 14, 2021 |
Shift Technologies Announces New $100 million Floorplan Facility Exhibit 99.1 Shift Technologies Announces New $100 million Floorplan Facility SAN FRANCISCO, Dec. 13, 2021 ? Shift (Nasdaq: SFT), a leading end-to-end auto ecommerce platform transforming the used car industry with a technology-driven, hassle-free customer experience, announced a $100 million committed floorplan facility with Ally Financial Inc. (NYSE:ALLY), a leading digital financial services co |
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| December 14, 2021 |
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) December 14, 2021 (December 9, 2021) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of inco |
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| December 14, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 15 (to Prospectus dated December 3, 2020) Up to 24,988,338 Shares of Class A Common Stock Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the ?Prospectus?), which forms a part of our regist |
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| December 3, 2021 |
Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, California 94103-4234 Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, California 94103-4234 December 3, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Taylor Beech Re: Shift Technologies, Inc. Registration Statement on Form S-3 Filed November 23, 2021 File No. 333-261284 Ladies and Gentlemen: Pursuant to Rule 46 |
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| November 23, 2021 |
As filed with the Securities and Exchange Commission on November 22, 2021 As filed with the Securities and Exchange Commission on November 22, 2021 Registration No. |
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| November 12, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: |
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| November 12, 2021 |
Exhibit 99.1 Shift Grows Revenue 200% in Q3'2021, Raises Guidance for 2021 ?Achieved record revenue and units sold levels in the third quarter; year-over-year growth of 200% and 100%, respectively ?Total Gross Profit of $13.0 million, an increase of 248% year-over-year ?Projecting 151% year-over-year Q4'2021 revenue growth, at the midpoint of management guidance range ?Management raises full-year |
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| November 12, 2021 |
Letter to Shareholders Q3 2021 Q3 2021 LETTER TO SHAREHOLDERS Q3 Financial & Operational Results ? Had another strong quarter, representing 5 quarters of sequential QoQ growth as a public company ? Sold 6,487 ecommerce vehicles, up 120% YoY ? Grew revenue to $180M, up 200% YoY ? Achieved a GPU of $1,997 and an adjusted GPU1 of $2,021 ? Sourced 95% of our ecommerce units from customers and partners |
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| November 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 11, 2021 SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in charter) Insurance Acquisition Corp. (Former name or former address, if changed since last report. |
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| November 12, 2021 |
SHIFT TECHNOLOGIES, INC. TRANSITION AND SEPARATION AGREEMENT This Transition and Separation Agreement (the ?Agreement?) is entered into by and between Shift Technologies, Inc., a Delaware corporation (the ?Company?) and Tobias Russell (the ?Employee?) (the Company and Employee collectively referred to herein as the ?Parties?) as of the last date set forth on the signature page hereto. 1.Separation |
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| November 12, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 14 (to Prospectus dated December 3, 2020) Up to 24,988,338 Shares of Class A Common Stock Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the ?Prospectus?), which forms a |
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| November 5, 2021 |
Shift Co-CEO Toby Russell to Step Down, Remain on Board of Directors Exhibit 99.1 Shift Co-CEO Toby Russell to Step Down, Remain on Board of Directors SAN FRANCISCO, Nov. 4, 2021 ? Shift Technologies, Inc. (Nasdaq: SFT) and its Board of Directors announced today that Toby Russell will be stepping down as Co-CEO on Feb. 1, 2022. Russell will continue to serve on the company?s Board of Directors and as Strategic Advisor to the company following his transition. George |
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| November 5, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 13 (to Prospectus dated December 3, 2020) Up to 24,988,338 Shares of Class A Common Stock Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the ?Prospectus?), which forms a part of our regist |
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| November 5, 2021 |
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) November 5, 2021 (November 4, 2021) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of incor |
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| September 30, 2021 |
Shift Appoints Experienced Ecommerce Leader Jeff Clementz as President EX-99.1 3 ea148080ex99-1shifttech.htm PRESS RELEASE DATED SEPTEMBER 30, 2021 Exhibit 99.1 Shift Appoints Experienced Ecommerce Leader Jeff Clementz as President SAN FRANCISCO, Sep. 30, 2021 – Shift (Nasdaq: SFT), a leading end-to-end auto ecommerce platform transforming the used car industry with a technology-driven, hassle-free customer experience, announced today that Jeff Clementz, recent SVP, |
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| September 30, 2021 |
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) September 30, 2021 (September 27, 2021) SHIFT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38839 82-5325852 (State or other jurisdiction of i |
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| September 30, 2021 |
EX-10.1 2 ea148080ex10-1shifttech.htm EMPLOYMENT AGREEMENT, DATED SEPTEMBER 27, 2021, BETWEEN THE COMPANY AND JEFF CLEMENTZ Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on September 27, 2021 by and among Shift Platform, Inc. (the “Company”) and Jeff Clementz (the “Executive”), collectively referred to herein as the “Parties.” WHEREAS, the board of |
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| September 30, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-249786 PROSPECTUS SUPPLEMENT NO. 12 (to Prospectus dated December 3, 2020) Up to 24,988,338 Shares of Class A Common Stock Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the ?Prospectus?), which forms a part of our regist |
