Item 7.01
Regulation FD Disclosure.
Form
12b-25 Filing
On
May 16, 2023, Shift Technologies, Inc. (the “Company”) filed a Form 12b-25, Notification of Late Filing, with the
Securities and Exchange Commission stating that the Company is unable to file its Quarterly Report on Form 10-Q for the three months
ended March 31, 2023 (the “Quarterly Report”) by the prescribed filing deadline without unreasonable effort and expense,
because it requires additional time to complete the preparation of its financial statements and other disclosures related to the
presentation of amounts related to discontinued operations in its Quarterly Report. The Company currently expects to file the Quarterly Report
within the five calendar day extension period provided under Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as
amended.
4.75%
Convertible Senior Notes Due 2026 Interest Payment Election
On
May 15, 2023, the Company elected not to make the interest payment on its 4.75% Convertible Senior Notes due 2026 (the “Notes”)
in the amount of $3,562,500 (the “Interest Payment”) and to utilize the contractual 30-day grace period with respect to the
Interest Payment under the indenture governing the Notes, dated May 27, 2021 (the “Indenture”), between the Company and U.S.
Bank National Association, as trustee. The Company and its advisors plan to communicate with debt holders to explore restructuring options,
but at this time no agreement has been reached regarding such restructuring.
The
foregoing summary of terms and provisions of the Indenture is qualified in its entirety by reference to the full text of the Indenture.
This
Item 7.01 is being furnished and shall not be deemed “filed” for any purpose. This Item 7.01 shall not be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation
language in such filing, unless expressly incorporated by specific reference to this Item 7.01 in such filing.
Forward-Looking
Statements
Certain
statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Words contained in this Current Report on Form 8-K such as “expect,” “will,”
and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These
forward-looking statements include, but are not limited to, statements regarding our beliefs and expectations relating to the filing
of the Quarterly Report and the results of the ongoing preparation of the financial statements included therein, and the ability to negotiate
suitable debt restructuring options. These forward-looking statements are not guarantees of future results and are subject to a number
of risks and uncertainties, many of which are difficult to predict and beyond our control. Important assumptions and other important
factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited
to, a material delay in the Company’s financial reporting, including the possibility that the Company will not be able to file
the Quarterly Report within the five-day extension permitted by Rule 12b-25, the possibility that the Company will be unable to negotiate
suitable debt restructuring options, and those additional risks, uncertainties and factors described in more detail under the caption
“Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in the
Company’s other filings with the Securities and Exchange Commission. The Company disclaims any obligation or undertaking to update,
supplement or revise any forward-looking statements contained in this Item 7.01 except as required by applicable law or regulation. Given
these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements.
