SFT Shift Technologies Inc

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-249786

PROSPECTUS SUPPLEMENT NO. 16

(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 January 12, 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 January 12, 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) January 12, 2022 (January 6, 2022)

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:

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Severance Plan

On January 6, 2022, the Leadership Development, Compensation and Governance Committee of the Board of Directors of Shift Technologies, Inc. (the “Company”) adopted a Severance Plan for Key Management Employees (the “Severance Plan”) to provide severance benefits to certain key management employees of the Company, including but not limited to persons holding the title of Chief Executive Officer, President, Chief Financial Officer or Chief Operating Officer; provided, however, that the Severance Plan shall not apply to a Chief Executive Officer until such participation is approved by the Board of Directors of the Company, which is expected to occur in the first quarter of 2022. Such executives are eligible to receive severance benefits if their employment is terminated for “Cause” or without “Good Reason” (each as defined in the Severance Plan) and they enter into a release agreement with the Company within sixty (60) days of such termination. Specific severance benefits are dependent on the executive’s position and whether such termination occurs upon or within one (1) year of a “Change in Control” (as defined in the Shift Technologies, Inc. 2020 Omnibus Equity Compensation Plan, as amended (the “Equity Plan”)). Generally, following a qualifying termination, an executive will be eligible to receive certain cash severance and the option to receive certain continuing health insurance coverage. If such termination occurs upon or within one (1) year of a Change in Control, an executive will also be eligible (i) to receive a payment equal to the executive’s prorated annual bonus, (ii) to receive a payment equal to a prorated portion of any unpaid retention payment payable under an applicable retention agreement, and (iii) to have a portion or all of the outstanding unvested equity awards held by the executive under the Equity Plan vest.

The foregoing description of the Severance Plan is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the period ended December 31, 2021.

Foy Retention Bonus Agreement

On January 10, 2022, the Company entered into a Retention Bonus Agreement with Sean Foy, Chief Operating Officer of the Company (the “Retention Agreement”). Pursuant to the Retention Agreement, Mr. Foy will be eligible to receive a cash award of Two Million Dollars ($2,000,000) upon serving as a full-time employee in good standing through November 19, 2023 and executing a release agreement in favor of the Company. If (i) Mr. Foy resigns from his position for any reason, (ii) Mr. Foy’s employment with the Company is terminated due to death or disability (as defined under the Company’s long-term disability plan and/or policy applicable to the Employee, as may be modified or implemented from time to time), or (iii) the Company terminates Mr. Foy’s employment for “Cause” (as defined in the Retention Agreement), in each case, at any time prior to November 19, 2023, Mr. Foy will no longer be eligible to receive the cash award. In addition, if the Company terminates Mr. Foy’s employment without “Cause” (i) prior to May 19, 2023, Mr. Foy will no longer be eligible to receive the cash award, or (ii) after May 19, 2023 and prior to November 19, 2023, and subject to Mr. Foy executing a release agreement in favor of the Company, Mr. Foy shall receive a prorated portion of such cash award.

The foregoing description of the Retention Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the period ended December 31, 2021.

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