Filed Pursuant to Rule 424(b)(3)
Registration No. 333-249786
PROSPECTUS SUPPLEMENT NO. 22
(to Prospectus dated December 3, 2020)
Up to 24,988,338 Shares of Class A Common Stock
Up to 7,745,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
This prospectus supplement updates and supplements the prospectus dated December 3, 2020 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-249786). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our current report on Form 8-K, filed with the Securities and Exchange Commission on July 11, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 6 of the Prospectus.
Neither the U.S. Securities and Exchange Commission (the “SEC”), nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 11, 2022.
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) July 11, 2022 (July 8, 2022)
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.) |
| 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 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 5.07 Submission of Matters to a Vote of Security Holders.
On July 8, 2022, Shift Technologies, Inc. (the “Company”) held its virtual 2022 Annual Meeting of Stockholders (the “Annual Meeting”), exclusively online via live webcast. At the close of business on May 20, 2022, the record date for the Annual Meeting, there were 84,746,109 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), issued and outstanding. Holders of 45,506,352 shares of Common Stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for purposes of conducting business at the Annual Meeting.
The final voting results for each matter submitted to vote of stockholders at the Annual Meeting are set forth below.
Proposal 1: Election of Directors
The following directors were elected at the Annual Meeting as Class II Directors, each to serve until the Company’s 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The final voting results for each director was as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Adam Nash | 15,362,185 | 507,889 | 29,636,278 | |||||||||
| Emily Melton | 15,357,469 | 512,605 | 29,636,278 | |||||||||
| Jason Krikorian | 15,362,185 | 507,889 | 29,636,278 | |||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved by the following vote:
| For | Against | Abstain | ||
| 44,518,718 | 542,936 | 444,698 |
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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: July 11, 2022 | /s/ George Arison | |
| Name: | George Arison | |
| Title: | Chief Executive Officer and Chairman | |
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