Current Report Filing (8-k)
March 08 2023 - 4:31PM
Edgar (US Regulatory)
0001762322
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0001762322
2023-03-07
2023-03-07
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iso4217:USD
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): 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) |
|
(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
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed, on December 7, 2022, the stockholders of Shift Technologies, Inc. (the “Company”) approved a proposal
at a special meeting of stockholders (the “Special Meeting”) to amend the Company’s Second Amended & Restated Certificate
of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split (the “Reverse Stock Split”)
of the Company’s Class A common stock, par value $0.0001 (“Class A common stock”), at a ratio between one-for-five
(1:5) and one-for-ten (1:10) (the “Split Ratio Range”), with the final determination of a ratio within the Split Ratio Range
to be approved by the Board of Directors of the Company (the “Board”). Following the Special Meeting, the Company’s
Board of Directors approved a final split ratio of one-for-ten (1:10). Following such approval, on March 7, 2023, the Company filed an
amendment to its Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware
to effect the reverse stock split, with an effective time of 12:01 a.m. Eastern Time on March 8, 2023.
As a result of the Reverse Stock Split, every ten issued and outstanding
shares of Class A common stock were automatically combined into one issued and outstanding share of Class A common stock, without any
change in the par value per share. No fractional shares are to be issued in connection with the Reverse Stock Split. Stockholders who
would have otherwise been entitled to a fractional share of Class A common stock instead are entitled to receive a proportional cash payment.
The Charter Amendment did not change the number of authorized shares of Class A common stock under the Certificate of Incorporation.
The
description of the Charter Amendment set forth above does not purport to be complete and is qualified in its entirety by the full text
of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item
8.01 Other Events.
On
March 7, 2023, the Company issued a press release announcing that it had filed the Charter Amendment with the Secretary of State of the
State of Delaware and other matters related to the Reverse Stock Split. The press release is attached as Exhibit 99.1 hereto and is hereby
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
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: March 8, 2023 |
By: |
/s/ Jeff Clementz |
| |
Name: |
Jeff Clementz |
| |
Title: |
Chief Executive Officer
|
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