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): July 17, 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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☒
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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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☐
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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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☐
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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.
The
information in this Item 7.01 (including Exhibit 99.1) 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 preliminary 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 preliminary proxy statement/prospectus,
and amendments thereto, and to read, when available, 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 a record date to be established for voting on the Merger. Stockholders will also be able
to obtain copies of the Registration Statement on Form S-4 and the definitive proxy statement/prospectus, without charge, once
available, 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 preliminary 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 preliminary
proxy statement/prospectus for the Merger and will be included in the definitive proxy statement/prospectus for the Merger when
available. Each of these documents is, or will be, 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 will also
be provided in the Registration Statement on Form S-4 and the Company’s proxy statement/prospectus when available. 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.
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:
July 17, 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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3
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