Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
April 26 2021 - 4:29PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-249786
PROSPECTUS SUPPLEMENT NO. 5
(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 April 22, 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 April
26, 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)
April 22, 2021 (April 16, 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 April 16, 2021, Blima Tuller tendered her resignation
as Senior Vice President of Accounting, Controller and principal accounting officer of Shift Technologies, Inc. (the “Company”).
Ms. Tuller’s resignation will be effective on May 3rd, 2021.
Oded Shein, the Company’s Chief Financial
Officer, will assume the responsibilities of the principal accounting officer effective as of Ms. Tuller’s resignation. Mr. Shein’s
biographical information is set forth in the Current Report on Form 8-K dated March 15, 2021 and such information is incorporated herein
by reference. 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.
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 22, 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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