Shareholders' Equity

3 Months Ended

Mar. 31, 2016

Equity [Abstract]

Shareholders' Equity

Note 7: Shareholders’ Equity

On, January 28, 2015, the Company transferred 30,000 warrants issued on August 1, 2013 in connection with a consulting agreement in exchange for the Company issuing 5,000 shares of Company common stock.

In February 2015, the Company announced it was suspending its quarterly dividends with no dividends being paid during 2015. For the year ended December 31, 2014, the Company paid aggregate dividends of $2,459,711.

On May 18, 2015, the Company entered into a subscription agreement with investors for the sale of an aggregate of 363,909 shares of the Company’s common stock, at a price of $5.50 per share, which shares have been registered with the Securities and Exchange Commission on the Company’s registration statement on Form S-3. The closing occurred on May 21, 2015.

On May 18, 2015, the Company entered into a subscription agreement with RCTW, LLC, a Delaware limited liability company, f/k/a SharpSpring, LLC (“RCTW”), for the issuance of 545,455 shares of common stock to RCTW for an aggregate value of $3,000,000, which is in satisfaction of an equal amount of the earn-out due and payable by the Company to RCTW under the Asset Purchase Agreement dated August 12, 2014 between the Company and RCTW. The closing occurred on May 21, 2015.

In August 2015 the Company completed a registered public offering, which raised $3.4 million (net of expenses) by offering 800,000 shares of common stock for sale.

In March 2016, the Company issued 53,924 shares of common stock to the former owners of GraphicMail in satisfaction of the stock-based earn out. Additionally, in March 2016, the Company received 20,000 shares of stock from the GraphicMail escrow fund related to an indemnified claim.

The Company anticipates issuing 1,039,636 shares of stock in the second quarter of 2016 to satisfy the stock-based portion of the SharpSpring earn out. Since such share issuance, when aggregated with other share issuances related to the acquisition of SharpSpring, will exceed 20% of the shares outstanding immediately prior to the acquisition of SharpSpring, the Company is required to receive shareholder approval of the upcoming stock issuance. Therefore, the Company will request shareholder approval at its upcoming annual meeting, scheduled to take place in May 2016. If shareholder approval is not received and the Company cannot issue the stock-based earn out in the form of Company stock, the former owners of SharpSpring may force the Company to pay the stock-based earn out in cash or may put a lien on the assets of the Company, among other alternatives.