Filed Pursuant to Rule 424(b)(3)
Registration No. 333-249786
PROSPECTUS SUPPLEMENT NO. 2
(to Prospectus dated December 3, 2020)
Up to 24,988,338 Shares of Class A
Common Stock
Up to 7,745,000 Shares of Class A
Common Stock Issuable Upon Exercise of Warrants
This
prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the “Prospectus”), which forms
a part of our registration statement on Form S-1 (No. 333-249786). This prospectus supplement is being filed
to update and supplement the information in the Prospectus with the information contained in our current report on Form 8-K, filed
with the Securities and Exchange Commission on March 15, 2021 (the “Current
Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
This prospectus supplement updates and supplements
the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with,
the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with
the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you
should rely on the information in this prospectus supplement.
Investing in our securities involves risks
that are described in the “Risk Factors” section beginning on page 6 of the Prospectus.
Neither the U.S. Securities and Exchange
Commission (the “SEC”), nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement
is March 15, 2021.
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 15, 2021 (March 9, 2021)
SHIFT
TECHNOLOGIES, INC.
(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 No.)
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2525
16th Street, Suite 316, San Francisco, CA
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94103
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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: (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:
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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 240a-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 240.13a-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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SFT
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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) if the Exchange Act. ☐
Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements
of Certain Officers.
On
March 9, 2021, the Leadership Development, Compensation and Governance Committee of the Board of Directors of Shift Technologies,
Inc. (the “Company”) approved the appointment of Oded Shein, age 59, as the Company’s Chief Financial Officer,
replacing Cindy Hanford, who had been serving as Chief Financial Officer since the Company’s merger with Insurance Acquisition
Corp. Mr. Shein will join the Company on March 15, 2021. It is anticipated that Ms. Hanford will remain as the Chief Financial
Officer of the Company through the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020
and then will remain with the Company in a consulting capacity through April 21, 2021 to effect an orderly transition.
Mr.
Shein previously served as Chief Financial Officer of The Fresh Market, Inc. since August 2018. Prior to that, he served as Executive
Vice President and Chief Financial Officer of Stage Stores from January 2011 to August 2018. From July 2004 until January 2011,
Mr. Shein served in various financial positions at Belk, Inc., including as its Vice President, Finance and Treasurer. Prior to
joining Belk, Inc., Mr. Shein served as the Vice President, Treasurer of Charming Shoppes, Inc. Mr. Shein serves on the board
of directors of Conn’s, Inc. Mr. Shein holds a Bachelor of Business Administration in Information Systems from Baruch College
and a Master of Business Administration in Finance from Columbia University.
There
are no family relationships between Mr. Shein and any director, executive officer, or person nominated or chosen by the Company
to become a director or executive officer of the Company. Mr. Shein is not a party to any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Pursuant
to the employment agreement entered into between the Company and Mr. Shein (the “Employment Agreement”), Mr. Shein
shall receive an annual base salary of $390,000. Mr. Shein will be eligible to participate in an annual bonus program established
by the Company with a target annual bonus amount set at not less than two hundred percent (200%) of Mr. Shein’s base salary
in the 2021 performance year, which amount will be prorated for the remainder of 2021. Thereafter, Mr. Shein will be eligible
to participate in annual bonus programs established by the Company with a target annual bonus amount of not less than one hundred
percent (100%) of Mr. Shein’s base salary in the applicable performance year.
The
Employment Agreement also provides that Mr. Shein will receive a one-time equity grant of 273,311 restricted stock units (“RSUs”),
each of which represents the right to receive one (1) share of stock in the Company. 75% of the RSUs will vest based on the passage
of time (“Time RSUs”) and 25% of the RSUs will vest upon the achievement of specified performance metrics (“PSUs”).
The RSUs begin vesting on a date set by the Board, which is expected to be in May of 2021 (the “Vesting Commencement Date”).
Subject
to Mr. Shein’s continuous employment, the Time RSUs will vest in whole numbers as follows:
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25%
of the Time RSUs will vest on the first (1st) anniversary of the Vesting Commencement Date; and
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75%
of the Time RSUs will vest quarterly over the three (3) year period commencing on the first (1st) anniversary of the
Vesting Commencement.
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Subject
to the Grantee’s continuous employment, the PSUs will vest in whole numbers on a quarterly basis over the 3rd and
4th years following the Vesting Commencement Date, provided that the applicable performance hurdle for the applicable
performance year is met. Notwithstanding the foregoing:
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If
a performance hurdle is not met by the end of a quarterly vesting period, the PSUs available
to vest during such quarter will be available to vest in the next quarterly vesting period
within that performance year, and will vest, if applicable, on the last day of the quarterly
vesting period in which the performance hurdle is met.
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If
the performance hurdle for the third performance year is not met, the PSUs available
to vest in such third performance year remain eligible to vest in any applicable quarter
of the fourth performance year if the fourth performance year’s performance hurdle
is met during a calendar quarter of that year, with such vesting to occur on the last
day of such quarterly vesting period.
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If
a performance hurdle for a performance year is not met, the PSUs eligible to vest with
respect to that performance year will immediately terminate and become null and void.
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The
foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Employment Agreement, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
8.01. Other Events.
On
March 15, 2021, the Company issued a press release announcing the appointment of Mr. Shein as Chief Financial Officer, a copy
of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and 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.
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SHIFT TECHNOLOGIES, INC.
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Dated: March 15, 2021
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/s/
George Arison
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Name:
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George Arison
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Title:
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Co-Chief Executive Officer and Chairman
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