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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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:

Subject to the Grantee’s continuous employment, the PSUs will vest in whole numbers on a quarterly basis over the 3^rd and 4^th years following the Vesting Commencement Date, provided that the applicable performance hurdle for the applicable performance year is met. Notwithstanding the foregoing:

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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