Item 2.02 Results of Operations and Financial Condition.
On August 9, 2022, CarLotz, Inc. issued a press release announcing its financial
results for the fiscal quarter ended June 30, 2022. The press release dated
August 9, 2022 is attached to this Current Report on Form 8-K as Exhibit 99.1
and is incorporated herein by reference in its entirety.
Item 8.01 Other Events.
On August 9, 2022, CarLotz, Inc., a Delaware corporation ("CarLotz"), Shift
Technologies, Inc., a Delaware corporation ("Shift"), and Shift Remarketing
Operations, Inc., a Delaware corporation and direct wholly owned subsidiary of
Shift ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which, among other things and subject to the terms and
conditions contained therein, Merger Sub will be merged with and into CarLotz,
with CarLotz continuing as the surviving corporation and as a direct wholly
owned subsidiary of Shift (the "Merger"). On August 9, 2022, CarLotz and Shift
issued a joint press release announcing the entry into the Merger Agreement. A
copy of the press release is filed herewith as Exhibit 99.2 and is incorporated
herein by reference.
Important Additional Information
In connection with the proposed transaction, Shift Technologies, Inc. ("Shift")
intends to file a registration statement on Form S-4 with the Securities and
Exchange Commission (the "SEC"), that will include a joint proxy statement of
Shift and CarLotz, that also constitutes a prospectus of Shift (the "joint proxy
statement/prospectus"). Security holders of Shift and CarLotz are urged to
carefully read the entire registration statement and joint proxy
statement/prospectus and other relevant documents filed with the SEC when they
become available, because they will contain important information. A definitive
joint proxy statement/prospectus will be sent to Shift's shareholders and to
CarLotz's shareholders. Security holders will be able to obtain the registration
statement and the joint proxy statement/prospectus from the SEC's website or
from Shift or CarLotz as described in the paragraph below.
The documents filed by Shift with the SEC may be obtained free of charge at the
SEC's website at www.sec.gov. These documents may also be obtained free of
charge from Shift by requesting them by mail at 290 Division Street, Suite 400,
San Francisco, California. The documents filed by CarLotz with the SEC may be
obtained free of charge at the SEC's website at www.sec.gov. These documents may
also be obtained free of charge from CarLotz by requesting them by mail at 3301
W. Moore St., Richmond, Virginia 23230.
Participants in the Solicitation
Shift, CarLotz and certain of their directors, executive officers and employees
may be deemed participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of proxies in connection
with the proposed transaction, including a description of their direct or
indirect interests, by security holdings or otherwise, will be set forth in the
joint proxy statement/prospectus when it is filed with the SEC. Information
about the directors and executive officers of CarLotz is set forth in the
definitive proxy statement for CarLotz's 2022 annual meeting of stockholders, as
previously filed with the SEC on April 29, 2022 and in CarLotz's Annual Report
on Form 10-K for the year ended December 31, 2021, filed with the SEC on March
15, 2022, as supplemented by CarLotz subsequent filings with the SEC.
Information about the directors and executive officers of Shift and their
ownership of Shift shares is set forth in the definitive proxy statement for
Shift's 2022 annual meeting of stockholders, as previously filed with the SEC on
June 26, 2022. Free copies of these documents may be obtained as described in
the paragraph above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended, and otherwise in accordance with
applicable law.
Forward-Looking Statements
This communication includes "forward looking statements" within the meaning of
the "safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "forecast," "intend," "seek," "target," "anticipate," "believe,"
"expect," "estimate," "plan," "outlook," and "project" and other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. Such forward-looking statements, including
those regarding the timing and consummation of the transactions described
herein, involve risks and uncertainties. Shift's and CarLotz's experience and
results may differ materially from the experience and results anticipated in
such statements. Such forward looking statements include estimated financial
information. Such forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of Shift's and CarLotz's
business are based on current expectations that are subject to risks and
uncertainties. A number of factors could cause actual results or outcomes to
differ materially from those indicated by such forward looking statements. These
factors include, but are not limited to: (1) the risk that the conditions to the
closing of the transaction are not satisfied, including the risk that required
approvals from the stockholders of Shift or CarLotz for the transaction are not
obtained; (2) litigation relating to the transaction; (3) uncertainties as to
the timing of the consummation of the transaction and the ability of each party
to consummate the transaction; (4) risks that the proposed transaction disrupts
the current plans and operations of Shift or CarLotz; (5) the ability of Shift
and CarLotz to retain and hire key personnel; (6) competitive responses to the
proposed transaction; (7) unexpected costs, charges or expenses resulting from
the transaction; (8) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the transaction;
(9) the combined companies' ability to achieve the synergies expected from the
transaction, as well as delays, challenges and expenses associated with
integrating the combined companies' existing businesses; (10) legislative,
regulatory and economic developments; and (11) other risks and uncertainties
indicated from time to time in other documents filed or to be filed with the SEC
by Shift or CarLotz. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Neither Shift
nor CarLotz undertake any commitment to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise,
except as may be required by law.
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