UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 24, 2020
INSURANCE ACQUISITION CORP.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38839
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82-5325852
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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2929 Arch
Street, Suite 1703
Philadelphia, PA
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19104
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (215) 701-9555
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share
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INSU
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Nasdaq Capital Market
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Warrants to purchase one share of Class A common stock
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INSUW
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Nasdaq Capital Market
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Units, each consisting of one share of Class A common stock, $.0001 par value, and one-half of one Warrant
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INSUU
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Nasdaq Capital Market
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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 7.01 Regulation FD Disclosure.
As previously announced,
on June 29, 2020, Insurance Acquisition Corp., a Delaware corporation (the “Company”), entered into an Agreement and
Plan of Merger (the “Merger Agreement”) among the Company, IAC Merger Sub, Inc., a Delaware corporation and direct
wholly owned subsidiary of the Company (“Merger Sub”), and Shift Technologies, Inc., a Delaware corporation (“Shift”),
providing for, among other things, and subject to the conditions therein, the combination of Shift and the Company pursuant to
the proposed merger of Merger Sub with and into Shift with Shift continuing as the surviving entity (the “Merger”).
Attached hereto as
Exhibit 99.1 and incorporated into this Item 7.01 by reference is an investor presentation that will be used by the Company and
Shift in making presentations to certain existing and potential stockholders of the Company with respect to the Merger.
Attached hereto as
Exhibit 99.2 and incorporated into this Item 7.01 by reference is a spreadsheet illustrating a sample option exercise that will
be delivered by Shift to its optionholders to provide a comparison of the consideration they would receive in the Merger if they
exercised their respective options prior to or after the Merger.
Attached hereto as
Exhibit 99.3 and incorporated into this Item 7.01 by reference is a press release issued on September 24, 2020 announcing that
the Company and Shift have scheduled the special meeting of stockholders to approve the Merger on October 13, 2020.
The information in
this Item 7.01 (including Exhibits 99.1, 99.2, and 99.3) is being furnished and shall not be deemed to be filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to
the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act.
Additional Information About the Transaction
and Where to Find It
The Company has filed
with the SEC a Registration Statement on Form S-4, which includes a proxy statement/prospectus in connection with the Merger and
will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. The Company’s stockholders
and other interested persons are advised to read the proxy statement/prospectus, and amendments thereto, and to read the definitive
proxy statement/prospectus in connection with the Company’s solicitation of proxies for its stockholders’ meeting to
be held to approve the Merger because the proxy statement/prospectus contains important information about the Company, Shift and
the Merger. The definitive proxy statement/prospectus will be mailed to stockholders of the Company as of September 10, 2020. Stockholders
can also obtain copies of the Registration Statement on Form S-4 and the definitive proxy statement/prospectus, without charge,
at the SEC’s website at www.sec.gov or by directing a request to: Insurance Acquisition Corp., 2929 Arch Street, Suite 1703,
Philadelphia, PA 19104, Attn: Joseph Pooler.
Participants in Solicitation
The Company, Shift
and certain of their respective directors and officers may be deemed participants in the solicitation of proxies of the Company’s
stockholders with respect to the approval of the Merger. Information regarding the Company’s directors and officers and a
description of their interests in the Company is contained in the proxy statement/prospectus for the Merger. Additional information
regarding the participants in the proxy solicitation, including Shift’s directors and officers, and a description of their
direct and indirect interests, by security holdings or otherwise, is included in the proxy statement/prospectus for the Merger
and will be included in the definitive proxy statement/prospectus for the Merger. Each of these documents is available at the SEC’s
website or by directing a request to the Company as described above under “Additional Information About the Transaction and
Where to Find It.”
In connection with
the Merger, at any time prior to the special meeting to approve the Merger, certain existing Company stockholders, which may include
certain of the Company’s officers, directors and other affiliates, may enter into transactions with stockholders and other
persons with respect to the Company’s securities to provide such investors or other persons with incentives in connection
with the approval and consummation of the Merger. While the exact nature of such incentives has not yet been determined, they might
include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices
or prices other than fair market value. These stockholders will only effect such transactions when they are not then aware of any
material nonpublic information regarding the Company, Shift or their respective securities.
Forward Looking Statements
This Current Report
on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as
“anticipate”, “believe”, “could”, “continue”, “expect”, “estimate”,
“may”, “plan”, “outlook”, “future” and “project” and other similar
expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements,
which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and
estimates of amounts not yet determinable and may also relate to the Company’s and Shift’s future prospects, developments
and business strategies. In particular, such forward-looking statements include statements concerning the timing of the Merger;
the business plans, objectives, expectations and intentions of the public company once the transaction is complete, and Shift’s
estimated and future results of operations, business strategies, competitive position, industry environment and potential growth
opportunities. These statements are based on the Company’s or Shift’s management’s current expectations and beliefs,
as well as a number of assumptions concerning future events.
Such forward-looking
statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside
the Company’s or Shift’s control that could cause actual results to differ materially from the results discussed in
the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited
to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
(2) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the
stockholders of the Company or other conditions to closing in the Merger Agreement; (3) the ability of the public entity to meet
Nasdaq’s listing standards following the Merger; (4) the inability to complete the private placement; (5) the risk that the
proposed transaction disrupts current plans and operations of Shift as a result of the announcement and consummation of the transactions
described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by,
among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships
with suppliers and agents and retain its management and key employees; (7) costs related to the proposed transaction; (8) changes
in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary
regulatory approvals required to complete the potential transaction; (9) the possibility that Shift may be adversely affected by
other economic, business, regulatory and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted
against the Company, Shift or any of their respective directors or officers, following the announcement of the potential transaction;
and (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder
redemptions and purchase price and other adjustments.
Additional factors
that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found
in the Company’s most recent annual report on Form 10-K, subsequently filed quarterly reports on Form 10-Q and current reports
on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov, and are also provided in the
Registration Statement on Form S-4 and the Company’s proxy statement/prospectus. New risks and uncertainties arise from time
to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made, and the Company and Shift undertake no obligation to
update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
This communication
is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment
in the Company and is not intended to form the basis of an investment decision in the Company. All subsequent written and oral
forward-looking statements concerning the Company and Shift, the proposed transaction or other matters and attributable to the
Company and Shift or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Disclaimer
This communication
shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
See the Exhibit Index below, which is incorporated
by reference herein.
EXHIBIT INDEX
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.
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INSURANCE ACQUISITION CORP.
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Dated: September 24, 2020
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By:
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/s/ John M. Butler
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Name:
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John M. Butler
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Title:
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Chief Executive Officer
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