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)

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