0001506439
false
0001506439
2020-12-15
2020-12-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): December 15,
2020
SharpSpring,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36280
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05-0502529
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(State
or other jurisdiction of
Incorporation
or Organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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5001
Celebration Pointe Avenue, Gainesville,
Florida
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32608
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 888-428-9605
(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
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common Stock, par value $0.001 per
share
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SHSP
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NASDAQ Stock Market
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in 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 checkmark 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
December 15, 2020, SharpSpring, Inc. (the “Company”)
announced that it intends to offer for sale in a firm commitment
underwritten public offering (the “Proposed Offering”)
shares of the Company’s common stock, $.001 par value per
share (the “Common Stock”). The Company also announced
that it expects Richard A. Carlson, its Chief Executive Officer and
President, to grant to the underwriters of the Proposed Offering a
30-day option to purchase up to an additional number of shares of
Common Stock equal to 15% of shares of Common Stock to be sold by
the Company in the Proposed Offering.
Needham
& Company, LLC and Lake Street Capital Markets, LLC are acting
as joint book-running managers for the Proposed
Offering.
The
Proposed Offering will be made pursuant to an effective shelf
registration statement on Form S-3 (File No. 333-222850), which was
declared effective by the Securities and Exchange Commission on
February 9, 2018. A preliminary prospectus supplement and
accompanying prospectus relating to the Proposed Offering will be
filed with the Securities and Exchange Commission.
The
press release announcing the Proposed Offering is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Safe Harbor Statement
This Current Report on Form 10-K contains forward-looking
information. Readers are cautioned not to place undue reliance on
any such forward-looking statements, each of which speaks only as
of the date made. Such statements are subject to certain risks and
uncertainties, including those disclosed in Part I, Item IA, Risk
Factors, in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2019, as amended, as updated by the
Company’s subsequently filed Quarterly Report on Form 10-Q
for the quarter ended September 30, 2020, and in the preliminary
prospectus supplement related to the Proposed Offering to be filed
with the SEC. These risks and uncertainties could cause actual
results to differ materially from those currently anticipated or
projected.
Item
9.01
Financial Statements and Exhibits
(d) Exhibits
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Press
release dated December 15, 2020
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SIGNATURES
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.
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SHARPSPRING,
INC.
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Dated: December
15, 2020
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By:
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/s/
Aaron Jackson
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Aaron
Jackson,
Chief
Financial Officer
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