8-K
filed December 9, 2022, 6:59 PM ET
CIK 0001759008
M&A
confidence high
sentiment neutral
materiality 0.80
CarLotz, Inc.: M&A transaction — Shift Technologies closes merger with CarLotz; LOTZ shareholders receive 0.705 Shift shares per share
CarLotz, Inc.
- Merger closed Dec 9, 2022; CarLotz shareholders get 0.705241 Shift shares per LOTZ share, aggregate ~84.4M Shift shares.
- CarLotz becomes wholly owned subsidiary of Shift; LOTZ common stock and warrants delisted from Nasdaq effective Dec 9.
- CarLotz board (Abraham, Carrel, Liu, Mitchell, Sheehy, Skinner, Solorzano) and executives (Peker, Kaya, Kovshilovsky, Stoltz, Sanders) resigned.
- Three CarLotz directors (Sheehy, Skinner, Solorzano) join Shift board after Krikorian and Patel resigned from Shift board.
- CarLotz to file Form 25 for delisting and Form 15 to suspend reporting; combined company trades under ticker SFT.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas W. Stoltz resigned as other_named_officer at CarLotz, Inc..
- Action
- resigned
Exact text from the filing
the resignations of CarLotz’s executive officers, Lev Peker, Ozan Kaya, Eugene Kovshilovsky, Thomas W. Stoltz and Elizabeth Sanders, became effective.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kimberly H. Sheehy departed as Director at CarLotz, Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
all members of the CarLotz board of directors (the “ Board ”), Linda B. Abraham, Steven G. Carrel, Nanxi Liu, David R. Mitchell, Kimberly H. Sheehy, James E. Skinner and Luis Ignacio Solorzano, ceased to be directors of CarLotz.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nanxi Liu departed as Director at CarLotz, Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
all members of the CarLotz board of directors (the “ Board ”), Linda B. Abraham, Steven G. Carrel, Nanxi Liu, David R. Mitchell, Kimberly H. Sheehy, James E. Skinner and Luis Ignacio Solorzano, ceased to be directors of CarLotz.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven G. Carrel departed as Director at CarLotz, Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
all members of the CarLotz board of directors (the “ Board ”), Linda B. Abraham, Steven G. Carrel, Nanxi Liu, David R. Mitchell, Kimberly H. Sheehy, James E. Skinner and Luis Ignacio Solorzano, ceased to be directors of CarLotz.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David R. Mitchell departed as Director at CarLotz, Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
all members of the CarLotz board of directors (the “ Board ”), Linda B. Abraham, Steven G. Carrel, Nanxi Liu, David R. Mitchell, Kimberly H. Sheehy, James E. Skinner and Luis Ignacio Solorzano, ceased to be directors of CarLotz.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Elizabeth Sanders resigned as other_named_officer at CarLotz, Inc..
- Action
- resigned
Exact text from the filing
the resignations of CarLotz’s executive officers, Lev Peker, Ozan Kaya, Eugene Kovshilovsky, Thomas W. Stoltz and Elizabeth Sanders, became effective.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lev Peker resigned as other_named_officer at CarLotz, Inc..
- Action
- resigned
Exact text from the filing
the resignations of CarLotz’s executive officers, Lev Peker, Ozan Kaya, Eugene Kovshilovsky, Thomas W. Stoltz and Elizabeth Sanders, became effective.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Luis Ignacio Solorzano departed as Director at CarLotz, Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
all members of the CarLotz board of directors (the “ Board ”), Linda B. Abraham, Steven G. Carrel, Nanxi Liu, David R. Mitchell, Kimberly H. Sheehy, James E. Skinner and Luis Ignacio Solorzano, ceased to be directors of CarLotz.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eugene Kovshilovsky resigned as other_named_officer at CarLotz, Inc..
- Action
- resigned
Exact text from the filing
the resignations of CarLotz’s executive officers, Lev Peker, Ozan Kaya, Eugene Kovshilovsky, Thomas W. Stoltz and Elizabeth Sanders, became effective.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James E. Skinner departed as Director at CarLotz, Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
all members of the CarLotz board of directors (the “ Board ”), Linda B. Abraham, Steven G. Carrel, Nanxi Liu, David R. Mitchell, Kimberly H. Sheehy, James E. Skinner and Luis Ignacio Solorzano, ceased to be directors of CarLotz.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ozan Kaya resigned as other_named_officer at CarLotz, Inc..
- Action
- resigned
Exact text from the filing
the resignations of CarLotz’s executive officers, Lev Peker, Ozan Kaya, Eugene Kovshilovsky, Thomas W. Stoltz and Elizabeth Sanders, became effective.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Linda B. Abraham departed as Director at CarLotz, Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
all members of the CarLotz board of directors (the “ Board ”), Linda B. Abraham, Steven G. Carrel, Nanxi Liu, David R. Mitchell, Kimberly H. Sheehy, James E. Skinner and Luis Ignacio Solorzano, ceased to be directors of CarLotz.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CarLotz, Inc.: The Amended and Restated Bylaws were amended and restated to conform to the bylaws of Merger Sub, except that the name was changed to CarLotz, Inc.
- Change
- bylaw amendment
Exact text from the filing
(ii) the Amended and Restated Bylaws of the Company were amended and restated to conform to the bylaws of Merger Sub, except that the name reflected in such bylaws was changed to "CarLotz, Inc."
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CarLotz, Inc.: The Second Amended and Restated Certificate of Incorporation was amended and restated to conform to Exhibit D attached to the Merger Agreement.
- Change
- charter amendment
Exact text from the filing
(i) the Second Amended and Restated Certificate of Incorporation of the Company was amended and restated to conform to Exhibit D attached to the Merger Agreement;
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
CarLotz, Inc. underwent a change of control involving Shift Technologies, Inc. for 0.705241 of a share of Shift Common Stock per share of CarLotz Common Stock (closed 2022-12-09).
- Action
- change of control
- Counterparty
- Shift Technologies, Inc.
- Consideration
- 0.705241 of a share of Shift Common Stock per share of CarLotz Common Stock
- Closing
- 2022-12-09
Exact text from the filing
CarLotz Common Stock ”) (other than CarLotz Common Stock owned or held in treasury by CarLotz, which was cancelled for no consideration) was converted into the right to receive 0.705241 (the “ Exchange Ratio ”) of a share of Class A common stock, par value $0.0001 per share, of Shift (“ Shift Common Stock ”), rounded up to the nearest whole share for any
View on SEC.gov
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