Current Report Filing (8-k)
15 December 2021 - 12:22AM
Edgar (US Regulatory)
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2021-12-09
2021-12-09
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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)
December 14, 2021 (December 9, 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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290 Division Street, Suite 400, 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240a-12)
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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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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 1.01 Entry into a Material Definitive
Agreement.
On December 9, 2021, Shift Technologies, Inc.
(the “Company”) and its wholly-owned indirect subsidiary Shift Operations LLC (the “Borrower” and
together with the Company, the “Shift Parties”) entered into an Inventory Financing and Security Agreement (the “Ally
Facility”) with Ally Bank, a Utah chartered state bank (“Ally Bank”) and Ally Financial, Inc., a Delaware corporation
(“Ally Financial” and together with Bank, the “Lender”), pursuant to which the Lender provides up
to $100 million in financing as part of its floorplan vehicle financing program.
In addition to other customary covenants under
the Ally Facility, the Shift Parties are subject to financial covenants that require the Shift Parties to maintain, on a consolidated
basis, at least 20% of the maximum credit line in unrestricted cash and cash equivalents, and that require the Borrower to maintain at
least 10% in vehicle inventory equity and to maintain at least 10% of the maximum credit line in a restricted cash account with Ally Bank.
Advances under the Ally Facility will bear interest
at a per annum rate equal to the prime rate designated from time to time by Ally Bank plus 150 basis points and will be determined using
a 365/360 simple interest method of calculation, unless expressly prohibited by law. Advances under the Ally Facility, if not demanded
earlier, are due and payable for each vehicle financed under the Ally Facility as and when such vehicle is sold, leased, consigned, gifted,
exchanged, transferred, or otherwise disposed of. Interest under the Ally Facility is due and payable monthly upon demand. The Borrower
is also required to make monthly principal reduction payments equal to 10% of the original principal amount for each vehicle subject to
the floor plan for more than 180 days until the outstanding principal amount for such vehicle is reduced to the lesser of 50% of the original
principal amount of such vehicle. Additionally, the Borrower is permitted at its election to make permissive principal payments to the
Lender at any time before they are due and payable without premium or penalty.
Upon any event of default (including, without
limitation, the Borrower’s obligation to pay upon demand any outstanding liabilities of the Ally Facility), the Lender may, at its
option and without notice to the Borrower, exercise its right to demand immediate payment of all liabilities and other indebtedness and
amounts owed to the Lender and its affiliates by the Borrower.
The Ally Facility is secured by a grant of a security
interest in substantially all of the assets of the Borrower, the Company and the other wholly-owned subsidiaries of the Company (together
with the Company, the “Guarantors”), and payment is guaranteed by the Guarantors pursuant to a cross collateral, cross
default, and guaranty agreement and joint guaranty in favor of the Lender.
The foregoing description of the Ally Facility
is qualified in its entirety by reference to the full text of the Inventory Financing and Security Agreement, which will be filed, with
any confidential terms redacted, as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31,
2021.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On December 13, 2021, the Company issued a press
release announcing the entry into the Ally Facility. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
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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SHIFT TECHNOLOGIES, INC.
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Dated: December 14, 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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Chief Executive Officer and Chairman
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