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): August 25, 2022 (August 23, 2022)
SHIFT TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
| Delaware | 001-38839 | 82-5325852 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 290 Division Street, Suite 400, 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 240.14a-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 240.13e-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) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 23, 2022, Emily Melton, a member of the Board of Directors (the “Board”) of Shift Technologies, Inc. (“Shift”), informed Shift of her decision to resign as a director of Shift, effective August 31, 2022. Ms. Melton currently serves as a Class II director, a member of the Leadership Development, Compensation and Governance Committee and the Lead Director of the Board. Ms. Melton’s decision to resign from the Board was not the result of any disagreement relating to Shift’s operations, policies or practices. Shift thanks Ms. Melton for her commitment and service to Shift.
In addition, on August 23, 2022, the independent directors of the Board appointed Jason Krikorian to replace Ms. Melton as Lead Director of the Board, effective August 31, 2022.
A copy of the press release announcing the events described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number |
Description | |
| 99.1 | Press Release dated August 25, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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: August 25, 2022 | By: | /s/ George Arison |
| Name: | George Arison | |
| Title: | Chief Executive Officer and Chairman | |
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Exhibit 99.1
Emily Melton to Step Down from Shift’s Board of Directors
SAN FRANCISCO, August 25, 2022 – Shift Technologies, Inc. (Nasdaq: SFT) announced today that Emily Melton, Lead Director who has served on the company’s Board since 2014, will be stepping down from the Board, effective August 31.
Jason Krikorian, company Director since 2018, will succeed Melton as Lead Independent Director.
“Every entrepreneur should be so lucky as to have an early investor like Emily - she has been an invaluable partner and I could not imagine this journey without her,” said George Arison, Shift’s co-founder and Board Chair. “Since co-leading our Series A, she has been a wonderful supporter, advisor, and mentor to all the leaders at Shift. Thanks to Emily’s sound business judgment, generosity of time, and deep experience in company building, I’ve become a much better founder and leader. I will miss her wise counsel on our Board, but I am immeasurably grateful to my friend who has taught me so much and always stood by us when the company needed it. Thank you Emily for everything you have done for Shift.”
“Emily’s guidance from the earliest days all the way through taking Shift public has been invaluable over the years. She worked shoulder to shoulder with us in building the company, providing discerning insight and bringing her extensive experience in steering companies to success,” said Toby Russell, Shift’s co-founder and Board member. “It’s been an honor to build the company with her and serve alongside her on Shift’s board.”
About Shift
Shift is a leading end-to-end auto ecommerce platform transforming the used car industry with a technology-driven, hassle-free customer experience. Shift’s mission is to make car purchase and ownership simple — to make buying or selling a used car fun, fair, and accessible to everyone. Shift provides comprehensive, digital solutions throughout the car ownership lifecycle, enabling customers to purchase a vehicle online with financing and vehicle protection products, and a vision to provide high-value support services during car ownership. For more information please visit www.shift.com.
Media Contact
press@shift.com