Current Report Filing (8-k)
April 06 2021 - 6:03AM
Edgar (US Regulatory)
0001762322
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0001762322
2021-03-31
2021-03-31
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xbrli:shares
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)
April 5, 2021 (March 31, 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 October 13, 2020, Shift Technologies, Inc. (the
“Company”) and Shift Platform, Inc., a wholly-owned subsidiary of the Company, entered into Employment Agreements (the “Employment
Agreements”) with each of George Arison and Toby Russell, co-Chief Executive Officers of the Company (the “Executives”).
On February 2, 2021, in accordance with the terms of the Employment Agreements, the Company granted to each of the Executives a one-time
equity award of 3,044,272 restricted stock units (“RSUs”).
Section 5(c) of the Shift Technologies, Inc. 2020
Omnibus Equity Compensation Plan (the “Omnibus Plan”) provided that the maximum aggregate number of shares of the Company’s
class A common stock with respect to which all grants, other than dividend equivalents, may be made under the Omnibus Plan to any individual
during any calendar year is 2,000,000. On March 31, 2021, the Company’s Board of Directors approved an amendment to the Omnibus
Plan (the “Omnibus Plan Amendment”) to provide that such individual share limit shall not apply to grants made to fulfill
any agreement by and between the Company and an employee that was entered into on or about October 13, 2020. No other provision of the
Omnibus Plan was amended. A copy of the Omnibus Plan Amendment is attached hereto as Exhibit 10.1 and is hereby incorporated by reference.
In order to address any applicable non-compliance
with the Omnibus Plan, on April 5, 2021 the Company and each of the Executives entered into an amendment to the respective RSU grant agreement
to cancel the grant of 1,044,272 unvested RSUs in each such RSU grant agreement. Copies of the RSU grant agreement amendments are attached
hereto as Exhibit 10.2 and Exhibit 10.3, respectively, and are hereby incorporated by reference.
On April 5, 2021, following the adoption of the
Omnibus Plan Amendment, the Company entered into an award agreement with each of the Executives with respect to a grant of 1,044,272 RSUs.
The RSUs granted pursuant to the RSU grant agreements have identical vesting terms to the RSUs cancelled pursuant to the RSU grant amendments.
Copies of the RSU grant agreements are attached hereto as Exhibit 10.4 and Exhibit 10.5 and are hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
10.1
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Amendment No. 1 to the Shift Technologies, Inc. 2020 Omnibus Equity Compensation Plan.
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10.2
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Amendment No. 1 dated as of April 5, 2021 to RSU Award Agreement dated as of February 2, 2021 by and between Shift Technologies, Inc. and George Arison.
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10.3
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Amendment No. 1 dated as of April 5, 2021 to RSU Award Agreement dated as of February 2, 2021 by and between Shift Technologies, Inc. and Toby Russell.
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10.4
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RSU Award Agreement dated as of April 5, 2021 by and between Shift Technologies, Inc. and George Arison.
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10.5
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RSU Award Agreement dated as of April 5, 2021 by and between Shift Technologies, Inc. and Toby Russell.
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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: April 5, 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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2
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