Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Merger Consideration
Pursuant to the Merger Agreement, each outstanding share of Class A common
stock, par value
Treatment of CarLotz Equity Awards, Earnout Shares, Earnout Acquiror RSUs and Warrants
At the effective time of the Merger (the "Effective Time"), (i) each vested time-based and performance-based CarLotz restricted stock unit award (including any such awards that vested at the Effective Time) was converted into the right to receive the Merger Consideration in respect of each underlying share of CarLotz Common Stock, less applicable tax withholding, and (ii) each other CarLotz restricted stock unit award was assumed by Shift and converted into an award relating to Shift Common Stock, with appropriate adjustments to the numbers of shares and share price thresholds to reflect the Exchange Ratio, in each case in accordance with the terms set forth the Merger Agreement. In addition, at the Effective Time, each option to purchase CarLotz Common Stock was assumed by Shift and converted into an option to purchase Shift Common Stock, with appropriate adjustments to the numbers of shares and exercise prices to reflect the Exchange Ratio, in accordance with the terms set forth in the Merger Agreement.
Also at the Effective Time, each outstanding warrant (the "Warrants") to
purchase shares of CarLotz Common Stock was assumed by Shift and converted into
a warrant to purchase Shift Common Stock, with appropriate adjustments to the
warrant shares and exercise price to reflect the Exchange Ratio, in accordance
with the terms set forth in the Merger Agreement. In connection with such
conversion of the Warrants, on
Additionally, each Earnout Share and Earnout Acquiror RSU (each as defined in
the SPAC Merger Agreement) outstanding as of the Effective Time was assumed and
converted into a right to acquire shares of Shift Common Stock, with appropriate
adjustments to the number of shares and share price thresholds to reflect the
Exchange Ratio. The "SPAC Merger Agreement" means that certain Agreement and
Plan of Merger dated as of
1 Board of Directors of Shift
Pursuant to the Merger Agreement, on
The foregoing description of the Merger Agreement and the Merger is only a summary and does not purport to be complete and is qualified in its entirety by . . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
Director Elections
In connection with the election of
There are no family relationships between any of
Pursuant to Shift's Director Compensation Policy, each of
Director Resignations
In connection with the closing of the Merger, on
Also in connection with the closing of the Merger, on
2
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.07 by reference.
On
? Approval of the issuance of shares of Shift Common Stock to stockholders of
CarLotz in connection with the Merger (the "Share Issuance Proposal").
? Approval of an amendment to the Second Amended and Restated Certificate of
Incorporation of Shift to effect a reverse stock split of Shift Common Stock at
a ratio within a range of 1-for-5 and 1-for-10, as determined by the Board (the
"Reverse Stock Split Proposal").
? Approval of the adjournment of the Special Meeting, if necessary or
appropriate, to solicit additional proxies if there are insufficient votes at
the time of the Special Meeting to approve the Share Issuance Proposal (the
"Adjournment Proposal").
The Adjournment Proposal was not presented at the Special Meeting because there were enough votes to approve the Share Issuance Proposal.
Approval of the Share Issuance Proposal required the affirmative vote of the holders of a majority of the outstanding Shift Common Stock having voting power present in person or represented by proxy at the Special Meeting. Approval of the Reverse Stock Split Proposal required the affirmative vote of the majority of the shares of Shift Common Stock outstanding at the close of business on the record date for the Special Meeting.
Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders of the Company at the Special Meeting.
1. The Share Issuance Proposal. With respect to the approval of the Share
Issuance Proposal, the votes were as follows: For Against Abstain Broker Non-Votes 45,511,244 896,386 43,408 0
Accordingly, the votes cast in favor of the Share Issuance Proposal constituted approximately 98.1% of the holders of Shift Common Stock having voting power present in person or represented by proxy at the Special Meeting.
2. Reverse Stock Split Proposal. With respect to the approval of the Reverse
Stock Split Proposal, the votes were as follows: For Against Abstain Broker Non-Votes 44,631,907 1,706,265 112,866 0
Accordingly, the votes cast in favor of the Reverse Stock Split Proposal constituted approximately 52.0% of the shares of Shift Common Stock outstanding at the close of business on the record date for the Special Meeting.
3
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
Shift intends to file the financial statements of CarLotz required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K or otherwise not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
Shift intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K or otherwise not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits 2.1 Agreement and Plan of Merger datedAugust 9, 2022 , by and amongShift Technologies, Inc. ,Shift Remarketing Operations, Inc. and CarLotz, Inc.(incorporated by reference to Exhibit 2.2 of the Amendment No. 1 to the Quarterly Report on Form 10-Q/A filed onAugust 11 , 2022).† 99.1 Press Release datedDecember 9, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Schedules and similar attachments have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. Shift agrees to furnish a supplemental copy of any omitted schedule or attachment to theSEC upon request. Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "forecast," "intend," "seek," "target," "anticipate,"
"believe," "expect," "estimate," "plan," "outlook," and "project" and other
similar expressions that predict or indicate future events or trends or that are
not statements of historical matters. Such forward-looking statements involve
risks and uncertainties. Shift's experience and results may differ materially
from the experience and results anticipated in such statements. A number of
factors could cause actual results or outcomes to differ materially from those
indicated by such forward-looking statements. These factors include, but are not
limited to: (1) the ability of the combined company to retain and hire key
personnel; (2) unexpected costs, charges or expenses resulting from the
transaction; (3) potential adverse reactions or changes to business
relationships resulting from the completion of the transaction; (4) the combined
company's ability to achieve the synergies expected from the transaction, as
well as delays, challenges and expenses associated with integrating the combined
company's existing businesses; and (5) legislative, regulatory and economic
developments. Other factors that might cause such a difference include those
discussed in Shift's filings with the
4
© Edgar Online, source