CARLOTZ, INC. : Costs associated with release or disposal activities, material deficiencies, other events (Form 8-K)
Section 2.05. Costs associated with exit or disposal activities.
The following hubs are closed:
The Company expects to incur 1) one-time severance costs of approximately
$100,000, 2) one-time non-cash charges of $300,000to $800,000associated with the impairment of lease assets, and 3) one-time non-cash charges of $1.0 millionto $1.3 millionassociated 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 needed to take into account market trends and macroeconomic factors.
Item 2.06. Material deficiencies.
To the extent required, the information contained in Section 2.05 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other events
The following disclosure updates and supplements the joint proxy statement/prospectus dated
November 8, 2022(the "Joint Proxy Statement/Prospectus"). Shift Technologies, Inc. filed the Joint Proxy Statement/Prospectus with the Securities and Exchange Commissionas 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 $0.0001per share, of CarLotz("CarLotz Common Stock") as of October 27, 2022(the "CarLotz Record Date"), of: (1) each person or entity who beneficially owns more than 5% of any class of CarLotz'svoting securities of which 119,703,273 shares of CarLotzCommon Stock were outstanding as of October 27, 2022; (2) each CarLotzdirector, named executive officer and Messrs. Kaya and Kovshilovsky; and (3) all of the CarLotzdirectors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. To CarLotz'sknowledge, each CarLotzstockholder 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 of October 27, 2022, rather than the percentages set forth in any CarLotzstockholder's Schedule 13D or Schedule 13G filing. Unless otherwise indicated in a footnote, the business address of each person is CarLotz'scorporate address, c/o CarLotz, Inc., 3301 W. Moore Street, Richmond, Virginia23230. 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 shares subject to vesting conditions
and options exercisable within 60 days of
(2) Shares subject to vesting of restricted stock units and options exercisable within 60
the percentage of the class held by the holder of such restricted stock or
options, but not for the purpose of calculating the percentage held by others.
(3) Does not include 2,287,420 CarLotz Earnout shares; and does not include an aggregate
of 435,330 CarLotz common shares underlying the restricted share units granted
to Messrs. Mitchell and Carrel that are not vested within 60 days of
shared voting and investment power over
and each of MM. Mitchell, Carrel, DiRienzo and Hislop can be considered owners of all
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. Deals
(4) This information is based solely on an appendix 13G filed with the
14, 2022 by
in respect of 7,516,338 common shares of CarLotz. The address of
main business office
(5) Does not include the 259,787 shares of CarLotz common stock underlying the restricted stock
units that are not vested within 60 days of
(6) Includes 289,521 directly held shares of CarLotz common stock and 2,917,028
restricted stock 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
(7) Includes 1,266,884 shares issuable upon exercise of warrants which are currently
exercisable shares 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
Shares underlying restricted stock units that do not vest within 60 days of October
27, 2022. Each of
managing member of Acamar Sponsor. Each of these persons can therefore be deemed to have
the usufruct of securities held directly by Acamar Sponsor. Each of these
the person waives any beneficial ownership of the declared shares other than that of the
the extent of any pecuniary interest there may be. Acamar’s business address
The godfather is
(8) Does not include securities held by Acamar Sponsor in which
indirect pecuniary interest but on which
controlling device or 217,665 underlying restricted CarLotz common shares
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 the 217,665 common shares of CarLotz underlying the restricted stock
units that are not vested within 60 days of
(13) Based solely on appendix 13D/A filed with the
Consists of 2,927,958 directly held shares of CarLotz common stock and 1,123,117
common shares of CarLotz issuable upon the exercise of directly held options,
952,593 common shares of CarLotz held in trust by
the Michael W. Bor 2020
common shares of CarLotz held in trust by
(14) Comprised of 7,773 shares of CarLotz common stock reported owned by
his Form 4 filed with the
Shares issuable under options exercisable within 60 days of
(15) Consists of 5,441 reported CarLotz common shares held by
his Form 4 filed with the
Common shares issuable pursuant to options exercisable within 60 days of
2022. Does not include 40,923 common shares of CarLotz issued to
exercise of 101,928 options per
cancellation of CarLotz common stock to satisfy applicable withholding
(16) Includes 672,988 common shares issuable under exercisable options
within 60 days of
restricted stock units vested within 60 days of
common shares issuable upon the exercise of warrants which are currently
exercisable. Does not include the underlying 41,888 common shares of CarLotz
RSU with earn-out, 2,287,420 shares at earn-out, 5,343,658 ordinary shares of CarLotz
underlying restricted stock units and 604,352 common shares
options that do not vest within 60 days of
October 27, 2022, the CarLotz Record Date, CarLotzdirectors 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 of October 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 between
CarLotzand 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 CarLotzare urged to carefully read the entire registration statement and joint proxy statement/prospectus and other relevant documents filed or to be filed with the SECwhen 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'swebsite or from Shift or CarLotzas described in the paragraph below. The documents filed by Shift with the SECmay be obtained free of charge at the SEC'swebsite 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, California94103. The documents filed by CarLotzwith the SECmay be obtained free of charge at the SEC'swebsite at www.sec.gov. These documents may also be obtained free of charge from CarLotzby requesting them by mail at 3301 W. Moore St., Richmond, Virginia23230.
Participants in the solicitation
CarLotzand 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 CarLotzis set forth in the definitive proxy statement for CarLotz' 2022 annual meeting of stockholders, as previously filed with the . . .
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