Attached files
| file | filename |
|---|---|
| EX-99.2 - PRICING PRESS RELEASE DATED MAY 25, 2021. - SHIFT TECHNOLOGIES, INC. | ea141679ex99-2_shifttech.htm |
| EX-99.1 - LAUNCH PRESS RELEASE DATED MAY 24, 2021. - SHIFT TECHNOLOGIES, INC. | ea141679ex99-1_shifttech.htm |
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) May 25, 2021 (May 24, 2021)
SHIFT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38839 | 82-5325852 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 2525 16th Street, Suite 316, San Francisco, CA | 94103 | |
| (Address of principal executive offices) | (Zip Code) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Class A common stock, par value $0.0001 per share | SFT | Nasdaq Capital Market |
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 8.01 Other Events.
On May 24, 2021, Shift Technologies, Inc. (the “Company”) issued a press release (the “Launch Press Release”), announcing its intention to offer, subject to market conditions and other factors, $75,000,000 aggregate principal amount of convertible senior notes due 2026 in a private offering only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
On May 24, 2021, the Company issued a press release (the “Pricing Press Release”), announcing the pricing of $125,000,000 aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due 2026 (the “notes”) in a private offering only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
Shift expects to use a portion of the net proceeds from the offering of the notes to pay the cost of the capped call transactions referenced in the Launch Press Release and the Pricing Press Release, and the remaining proceeds to pay for working capital and general corporate purposes.
Copies of the Launch Press Release and the Pricing Press Release are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | |
| 99.1 | Launch Press Release dated May 24, 2021. | |
| 99.2 | Pricing Press Release dated May 25, 2021. | |
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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.
| SHIFT TECHNOLOGIES, INC. | ||
| Dated: May 25, 2021 | /s/ George Arison | |
| Name: | George Arison | |
| Title: | Co-Chief Executive Officer and Chairman | |
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