Item 2.02 Results of Operations and Financial Condition.
On November 8, 2022, CarLotz, Inc. issued a press release announcing its
financial results for the fiscal quarter ended September 30, 2022. The press
release dated November 8, 2022 is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference in its entirety.
Important Additional Information
In connection with the pending transaction between CarLotz and Shift
Technologies, Inc. ("Shift") (the "Shift Merger"), Shift has filed a
registration statement on Form S-4 with the Securities and Exchange Commission
(the "SEC"), that includes a joint proxy statement of Shift and CarLotz, that
also constitutes a prospectus of Shift (the "joint proxy statement/prospectus"),
which has become effective. Security holders of Shift and CarLotz are urged to
carefully read the entire registration statement and joint proxy
statement/prospectus and other relevant documents filed or to be filed with the
SEC when they become available, because they will contain important information.
A definitive joint proxy statement/prospectus has been sent to Shift's
stockholders and to CarLotz' stockholders. Security holders may obtain the
registration statement and the joint proxy statement/prospectus from the SEC's
website or from Shift or CarLotz as described in the paragraph below.
The documents filed by Shift with the SEC may be obtained free of charge at the
SEC'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 by CarLotz with the SEC may
be obtained free of charge at the SEC's website at www.sec.gov. These documents
may also be obtained free of charge from CarLotz by requesting them by mail at
3301 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 the SEC, 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 the SEC. Information about the directors
and executive officers of CarLotz is set forth in the definitive proxy statement
for CarLotz' 2022 annual meeting of stockholders, as previously filed with the
SEC on April 29, 2022 and in CarLotz' Annual Report on Form 10-K for the year
ended December 31, 2021, filed with the SEC on March 15, 2022, as supplemented
by CarLotz' subsequent filings with the SEC. Information about the directors and
executive officers of Shift and their ownership of Shift shares is set forth in
the definitive proxy statement for Shift's 2022 annual meeting of stockholders,
as previously filed with the SEC on June 26, 2022, as supplemented by Shift's
subsequent filings with the SEC. Free copies of these documents may be obtained
as described in the paragraph above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended, and otherwise in accordance with
applicable law.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Generally, forward-looking
statements include statements that are not historical facts, such as statements
concerning possible or assumed future actions, business strategies, events or
results of operations, including statements regarding CarLotz' expectations or
predictions of future financial or business performance or conditions, and
regarding the timing and consummation of the Shift Merger. Forward-looking
statements may be preceded by, followed by or include the words "believes,"
"estimates," "expects," "projects," "forecasts," "may," "will," "should,"
"seeks," "plans," "scheduled," "anticipates" or "intends" or similar
expressions. Such statements are based on management's current expectations and
are not guarantees of future performance. Forward-looking statements are subject
to risks and uncertainties that could cause actual results to differ materially
from the results projected, expressed or implied by these forward-looking
statements. Factors that could cause such differences include those disclosed in
CarLotz' filings with the SEC, including those resulting from the impact of the
ongoing Covid-19 pandemic on our business and general business and economic
conditions and our ability to successfully execute our business plan and the
pending Shift Merger. Forward-looking statements speak only as of the date they
are made, and CarLotz is under no obligation, and expressly disclaims any
obligation, to update, alter or otherwise revise any forward-looking statement,
whether as a result of new information, future events or otherwise, except as
required by law.
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