Current Report Filing (8-k)
August 25 2022 - 4:53PM
Edgar (US Regulatory)
0001762322
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0001762322
2022-08-23
2022-08-23
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xbrli:shares
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xbrli:shares
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
Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 290
Division Street, Suite 400, San Francisco, CA |
|
94103 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (855) 575-6739
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A common stock, par value $0.0001 per share |
|
SFT |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 23, 2022, Emily Melton, a member of the Board of Directors (the “Board”) of Shift Technologies, Inc. (“Shift”),
informed Shift of her decision to resign as a director of Shift, effective August 31, 2022. Ms. Melton currently serves as a Class II
director, a member of the Leadership Development, Compensation and Governance Committee and the Lead Director of the Board. Ms. Melton’s
decision to resign from the Board was not the result of any disagreement relating to Shift’s operations, policies or practices.
Shift thanks Ms. Melton for her commitment and service to Shift.
In
addition, on August 23, 2022, the independent directors of the Board appointed Jason Krikorian to replace Ms. Melton as Lead Director
of the Board, effective August 31, 2022.
A
copy of the press release announcing the events described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SHIFT
TECHNOLOGIES, INC. |
| |
|
|
| Dated:
August 25, 2022 |
By: |
/s/
George Arison |
| |
Name: |
George
Arison |
| |
Title: |
Chief
Executive Officer and Chairman |
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