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.
The information in
this Item 7.01 (including Exhibits 99.1 and 99.2) 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.