8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2022

CarLotz, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38818	83-2456129
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3301 W. Moore St.

Richmond, Virginia 23230

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (804) 510-0744

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A common stock, par value $0.0001 per share	LOTZ	The Nasdaq Global Market
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share	LOTZW	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On September 28, 2022, CarLotz, Inc. (the “Company”) received notice (the “Notice”) from the Lender (as defined below) pursuant to the Inventory Financing and Security Agreement, dated March 10, 2021 (as amended and supplemented from time to time, the “Ally Facility”) by and among the Company, Ally Bank, a Utah chartered state bank (“Ally Bank”), and Ally Financial Inc., a Delaware corporation (“Ally” and, together with Ally Bank, the “Lender”) that, effective October 1, 2022, the maximum available credit line under the Ally Facility would be reduced from $40 million to $25 million.

The Lender also provided notice that the current financial covenant under the Ally Facility that requires the Company to maintain at least 10% of the maximum available credit line in cash and cash equivalents and at least 10% of the maximum available credit line on deposit with Ally Bank would be revised to replace 10% of the maximum available credit line with $4 million, so long as the amount borrowed under the Ally Facility remains under $20 million, with such minimum amount to be increased to $5 million if the amount borrowed under the Ally Facility at any time exceeds $20 million. The Notice stated that a revised agreement with respect to the revisions discussed in this paragraph would be forthcoming from the Lender in the coming days for the Company to execute. As of September 28, 2022, we had total outstanding debt of $5.2 million under the Ally Facility.

The Notice further stated the Lender’s understanding that the Company’s previously announced business combination with Shift Technologies, Inc. is expected to close in late 2022 and that, should the business combination not occur by December 31, 2022, the Lender asks that the Company provide a business plan to Lender, no later than January 10, 2023, or within 10 days of the announced dissolution of business combination discussions, at which time the Lender will revisit the facility arrangement and communicate additional go forward plans at that time.

Notwithstanding the foregoing, the Ally Facility is expressly subject to the terms of the agreements under which they were extended and may be modified, suspended or terminated at the Lender’s election, as set forth in the agreements, which are filed as Exhibits 10.22, 10.22.1 and 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CARLOTZ, INC.
Dated: September 30, 2022	By:	/s/ Lev Peker
	Name:	Lev Peker
	Title:	Chief Executive Officer

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XML

Cover	Sep. 28, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 28, 2022
Entity Registrant Name	CarLotz, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38818
Entity Tax Identification Number	83-2456129
Entity Address, Address Line One	3301 W. Moore St.
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23230
City Area Code	804
Local Phone Number	510-0744
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false
Entity Central Index Key	0001759008
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Common Class A
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	LOTZ
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per shar
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share
Trading Symbol	LOTZW
Security Exchange Name	NASDAQ