CARLOTZ, INC. Item 2.05. Costs Associated with Exit or Disposal Activities.
On
The following hubs are being closed:
The Company expects to incur 1) one-time severance costs of approximately$100,000 , 2) one-time non-cash charges of$300,000 to$800,000 associated with the impairment of lease assets, and 3) one-time non-cash charges of$1.0 million to$1.3 million associated with the impairment of other fixed assets. The Company has not yet completed its analysis of additional charges associated with implementation of the workforce reduction and hub closures, and therefore is not able to make a good faith determination of an estimate of the amount, or range of amounts, of any additional charges, such as contract termination costs. The Company will provide additional disclosure through an amendment to this Current Report on Form 8-K once it makes a determination of an estimate or range of estimates of such charges, if any.
The Company will continue to evaluate its business plan as necessary to address trends in the marketplace and macroeconomic factors.
Item 2.06. Material Impairments.
To the extent required, the information contained in Item 2.05 of this Current Report on Form 8-K is incorporated by reference herein.
Item 8.01. Other Events
The following disclosure updates and supplements the joint proxy statement/prospectus datedNovember 8, 2022 (the "Joint Proxy Statement/Prospectus"). Shift Technologies, Inc. filed the Joint Proxy Statement/Prospectus with theSecurities and Exchange Commission as part of a registration statement on Form S-4 (Registration No. 333-267601) and the Company filed the Joint Proxy Statement/Prospectus as a definitive proxy statement. CERTAIN BENEFICIAL OWNERS OF CARLOTZ COMMON STOCK The following table sets forth certain information with respect to the beneficial ownership of Class A common stock, par value$0.0001 per share, ofCarLotz ("CarLotz Common Stock") as ofOctober 27, 2022 (the "CarLotz Record Date"), of: (1) each person or entity who beneficially owns more than 5% of any class ofCarLotz's voting securities of which 119,703,273 shares ofCarLotz Common Stock were outstanding as ofOctober 27, 2022 ; (2) eachCarLotz director, named executive officer and Messrs. Kaya and Kovshilovsky; and (3) all of theCarLotz directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of theSEC . ToCarLotz's knowledge, eachCarLotz stockholder has sole voting and investment power with respect to the shares indicated as beneficially owned, unless otherwise indicated in a footnote to the following table. The percentage calculations below are based on 119,703,273 shares of CarLotz Common Stock outstanding as ofOctober 27, 2022 , rather than the percentages set forth in anyCarLotz stockholder's Schedule 13D or Schedule 13G filing. Unless otherwise indicated in a footnote, the business address of each person isCarLotz's corporate address, c/oCarLotz, Inc. ,3301 W. Moore Street ,Richmond, Virginia 23230. Shares Beneficially Owned Number of Percent of Name of Beneficial Owner Shares(1) Class(2) 5% Beneficial Owners TRP(3) 21,799,776 18.2% Tremblant Capital Group(4) 7,516,338 6.3% Named Executive Officers, Directors and Certain Executive Officers Nanxi Liu(5) - - Lev Peker(6) 3,206,549 2.7% David R. Mitchell(3) 21,799,776 18.2% Steven G. Carrel(3) 21,799,776 18.2% Luis Solorzano(7) 6,223,803 5.1% James E. Skinner(8) 40,049 * 2
--------------------------------------------------------------------------------
Linda B. Abraham(9) 30,049 * Ozan Kaya(10) 1,100,000 * Eugene Kovshilovsky(11) 600,000 * Kimberly H. Sheehy(12) 30,049 * Michael W. Bor(13) 5,356,261 4.4% John W. Foley II(14) 875,785 * Daniel A. Valerian(15) 622,101 * All executive officers and directors as a group (12 33,733,256 27.7% persons)(16) * Less than one percent
(1) The number of shares includes restricted stock units subject to vesting requirements
and options exercisable within 60 days of
(2) Shares subject to restricted stock units vesting and options exercisable within 60
days of
the percent of the class held by the holder of such restricted stock units or
options but not for the purpose of computing the percentage held by others.
(3) Does not include 2,287,420 CarLotz Earnout Shares; and does not include an aggregate
of 435,330 shares of CarLotz Common Stock underlying restricted stock units granted
to Messrs. Mitchell and Carrel that do not vest within 60 days of
shared voting and investment power over
and each of Messrs. Mitchell, Carrel, DiRienzo and Hislop may be deemed to own all
of the outstanding shares of
and Messrs. Mitchell, Carrel, DiRienzo and Hislop disclaim beneficial ownership of
such shares except to the extent of their pecuniary interest therein. The business
address of
(4) This information is based solely on a Schedule 13G filed with the
14, 2022 by
with respect to 7,516,338 shares of CarLotz Common Stock. The address of the
principle business office of
(5) Does not include 259,787 shares of CarLotz Common Stock underlying restricted stock
units that do not vest within 60 days of
(6) Consists of 289,521 shares of CarLotz Common Stock held directly and 2,917,028
restricted shares of CarLotz Common Stock. Does not include 3,500,000 shares of
CarLotz Common Stock underlying restricted stock units that do not vest within 60
days of
(7) Includes 1,266,884 shares issuable upon the exercise of warrants that are currently
exercisable held by Acamar Sponsor, 3,819,665 shares held by Acamar Sponsor and
1,137,254 shares held directly. Does not include 217,665 shares of CarLotz Common
Stock underlying restricted stock units that do not vest within 60 days of October
27, 2022. Each of
managing member of Acamar Sponsor. Each such person may thus be deemed to have
beneficial ownership of the securities held directly by Acamar Sponsor. Each such
person disclaims any beneficial ownership of the reported shares other than to the
extent of any pecuniary interest he may have therein. The business address of Acamar
Sponsor is
(8) Does not include securities held by Acamar Sponsor in which
indirect pecuniary interest but over which
dispositive control or 217,665 shares of CarLotz Common Stock underlying restricted
stock units that do not vest within 60 days of October 27, 2022 .
(9) Does not include 217,665 shares of CarLotz Common Stock underlying
restricted stock units that do not vest within 60 days of October 27,
2022 .
(10) Reflects 1,100,000 restricted shares of CarLotz Common Stock.
(11) Reflects 600,000 restricted shares of CarLotz Common Stock.
(12) Does not include 217,665 shares of CarLotz Common Stock underlying restricted stock
units that do not vest within 60 days of
(13) Based solely on Schedule 13D/A filed with the
Consists of 2,927,958 shares of CarLotz Common Stock held directly and 1,123,117
shares of CarLotz Common Stock issuable upon exercise of options held directly,
952,593 shares of CarLotz Common Stock held in trust by
the Michael W. Bor 2020
shares of CarLotz Common Stock held in trust by
(14) Consists of 7,773 shares of CarLotz Common Stock reported as held by
his Form 4 filed with the
Stock issuable pursuant to options exercisable within 60 days of
(15) Consists of 5,441 shares of CarLotz Common Stock reported as held by
his Form 4 filed with the
Common Stock issuable pursuant to options exercisable within 60 days of
2022. Does not include 40,923 shares of CarLotz Common Stock issued upon the
exercise of 101,928 options by
the cancellation of shares of CarLotz Common Stock to satisfy applicable withholding
taxes) as
option exercises.
3
--------------------------------------------------------------------------------(16) Includes 672,988 shares of common stock issuable pursuant to options exercisable
within 60 days of
restricted stock units that vest within 60 days of
shares of common stock issuable upon the exercise of warrants that are currently
exercisable. Does not include 41,888 shares of CarLotz Common Stock underlying
Earnout RSUs, 2,287,420 Earnout Shares, 5,343,658 shares of CarLotz Common Stock
underlying restricted stock units and 604,352 shares of common stock underlying
options that do not vest within 60 days of
As ofOctober 27, 2022 , the CarLotz Record Date,CarLotz directors and executive officers and their affiliates, as a group, beneficially owned and were entitled to vote 31,776,301 shares of CarLotz Common Stock, which represented approximately 26.6% of CarLotz Common Stock issued and outstanding on the CarLotz Record Date. As ofOctober 27, 2022 , the Supporting Stockholders (as defined in the Joint Proxy Statement/Prospectus) subject to the CarLotz Support Agreements (as defined in the Joint Proxy Statement/Prospectus) beneficially owned and were entitled to vote in the aggregate approximately 22.4% of the issued and outstanding shares of CarLotz Common Stock.
Important Additional Information
In connection with the pending transaction betweenCarLotz and Shift Technologies, Inc. ("Shift") (the "Shift Merger"), Shift has filed a registration statement on Form S-4 with theSecurities and Exchange Commission (the "SEC"), that includes a joint proxy statement of Shift andCarLotz , that also constitutes a prospectus of Shift (the "joint proxy statement/prospectus"), which has become effective. Security holders of Shift andCarLotz are urged to carefully read the entire registration statement and joint proxy statement/prospectus and other relevant documents filed or to be filed with theSEC when they become available, because they will contain important information. A definitive joint proxy statement/prospectus has been sent to Shift's stockholders and toCarLotz ' stockholders. Security holders may obtain the registration statement and the joint proxy statement/prospectus from theSEC's website or from Shift orCarLotz as described in the paragraph below. The documents filed by Shift with theSEC may be obtained free of charge at theSEC's website at www.sec.gov. These documents may also be obtained free of charge from Shift by requesting them by mail at 290 Division Street, Suite 400,San Francisco, California 94103. The documents filed byCarLotz with theSEC may be obtained free of charge at theSEC's website at www.sec.gov. These documents may also be obtained free of charge fromCarLotz by requesting them by mail at3301 W. Moore St. ,Richmond, Virginia 23230.
Participants in the Solicitation
Shift,CarLotz and certain of their directors, executive officers and employees may be deemed participants in the solicitation of proxies in connection with the pending Shift Merger. Information regarding the persons who may, under the rules of theSEC , be deemed participants in the solicitation of proxies in connection with the pending Shift Merger, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the joint proxy statement/prospectus filed with theSEC . Information about the directors and executive officers ofCarLotz is set forth in the definitive proxy statement forCarLotz ' 2022 annual meeting of stockholders, as previously filed with the . . .
© Edgar Online, source
