Item 1.01 Entry into a Material Definitive Agreement.
On November 18, 2022, PARTS iD, Inc. (the “Company”)
entered into an Equity Offering Sales Agreement (the “Agreement”) with D.A. Davidson & Co. (“D.A.
Davidson”) with respect to an “at the market” offering program, under which the Company may, from time to time in
its sole discretion, issue and sell through D.A. Davidson, acting as sales agent, shares of the Company’s Class A common
stock, par value $0.0001 per share, having an aggregate gross sales price of up to
$15,970,800 (the “Placement Shares”). The issuance and sale, if any, of the Placement Shares by the
Company under the Agreement will be made pursuant to a prospectus supplement, as filed with the Securities and Exchange Commission
(the “SEC”) on the date hereof, to the Company’s registration statement on Form S-3 (File No. 333-267474),
originally filed with the SEC on September 16, 2022 and as amended on October 11, 2022, which became effective on October 14,
2022.
Pursuant to the Agreement, D.A. Davidson may sell the Placement Shares
at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices by any method permitted
by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), including by means of ordinary brokers’ transactions, to or through the New York Stock Exchange LLC or any other market
venue where the Placement Shares may be traded, or in privately negotiated transactions, or through a combination of any such methods
of sale, or any other method permitted by law.
Actual sales will depend on a
variety of factors to be determined by the Company from time to time. D.A. Davidson will use commercially reasonable efforts consistent
with its normal trading and sales practices and applicable law and regulations to sell the Placement Shares from time to time, based upon
instructions from the Company (including any price or size limits or other customary parameters or conditions the Company may impose).
The Company will pay D.A. Davidson a commission of 3.0% of the gross
sales proceeds of any Placement Shares sold through D.A. Davidson, acting as sales agent, under the Agreement.
Because there is no minimum offering amount required pursuant to the
Agreement, the actual total public offering amount, commissions and proceeds to the Company, if any, are not determinable at this time.
The Company expects to use any net proceeds for general corporate purposes, which may include working capital, capital expenditures, the
repayment or refinancing of existing indebtedness, mergers and acquisitions and other investments.
The Company is not obligated to make any sales of Placement Shares
under the Agreement. The offering of Placement Shares pursuant to the Agreement will terminate upon the earlier of (i) the issuance and
sale, through D.A. Davidson, of all Placement Shares subject to the Agreement and (ii) termination of the Agreement in accordance with
its terms.
The Agreement contains representations, warranties and covenants that
are customary for transactions of this type. In addition, the Company has agreed to indemnify D.A. Davidson against certain liabilities,
including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.
The foregoing description of the Agreement is not complete and is qualified
in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
The legal opinion of DLA Piper LLP (US) as to the legality of the Placement
Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the 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.