Item 1.01 Entry into a Material Definitive Agreement.
On May 6, 2022, Shift
Technologies, Inc. (the “Company”) entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales
Agreement”), with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may offer and sell, at
its option, shares of the Company’s Class A common stock, par value $0.0001 per share, having an aggregate offering price of up
to $150.0 million (the “Placement Shares”), through the Agent, as its sales agent, from time to time at prevailing
market prices in an “at-the-market offering” within the meaning of Rule 415 of the Securities Act of 1933, as amended (the
“Securities Act”), including sales made to the public directly on or through the Nasdaq Capital Market and any other
trading market for shares of our common stock (the “Offering”).
The Placement Shares
will be offered and sold under the Company’s effective Registration Statement on Form S-3 (File No. 333-263613) filed with the Securities
and Exchange Commission (the “SEC”) on March 16, 2022 (the “Registration Statement”), pursuant to
the prospectus supplement dated as of, and filed with the SEC on, May 6, 2022 (the “Prospectus Supplement”), which
supplements and amends the base prospectus filed with and forming a part of the Registration Statement.
Under the Sales Agreement,
we may from time to time deliver placement notices to the Agent designating the number of Placement Shares and the minimum price per share
thereof to be offered. However, subject to the terms and conditions of the Sales Agreement, the Agent is not required to sell any specific
number or dollar amount of Placement Shares but will act as Agent using their commercially reasonable efforts consistent with their normal
trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market. We
or the Agent may suspend the offering of Placement Shares by notifying the other party. The Offering will terminate after the sale of
all of the Placement Shares subject to the Sales Agreement, or sooner in accordance with the Sales Agreement, upon proper notice by us
and/or the Agents or by mutual agreement.
We will pay the Agent
a commission of up to 3.0% of the gross sales price of the shares of the Placement Shares sold under the Sales Agreement, and we have
also agreed to reimburse the Agent for certain expenses under the Sales Agreement. We made certain customary representations, warranties
and covenants concerning the Company and the Placement Shares in the Sales Agreement and also agreed to indemnify the Agent against certain
liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as set forth in the Sales
Agreement.
The foregoing description
of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Jenner & Block LLP relating to the validity
of the shares of Class A common stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
This Current Report on
Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.