Attached files
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| EX-99.1 - PRESS RELEASE - SharpSpring, Inc. | shsp_ex991.htm |
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): April 3,
2018
SharpSpring, Inc.
(Exact
name of registrant as specified in its charter)
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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.
EmployerIdentification No.)
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550 SW 2nd Avenue, Gainesville, FL
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32601
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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
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(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))
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).
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Emerging
growth company ☐
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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. ☐
Resignations of John L. Troost
and Roy W. Olivier
On April 5, 2018 the registrant’s board of
directors (“Board”) accepted a letter from John
L. Troost informing the Board of his
decision not to seek or accept a nomination to be elected as a
director of the registrant at the next annual meeting of the
stockholders. Mr. Troost’s resignation is not a result of any
disagreement between himself and the registrant, its management,
the Board or any committee of the Board.
On April 4, 2018 the Board accepted a letter
from Roy W. Olivier informing
the Board of his decision not to seek or accept a nomination to be
elected as a director of the registrant at the next annual meeting
of the stockholders. Mr. Olivier’s resignation is not a result of any
disagreement between himself and the registrant, its management,
the Board or any committee of the Board.
Appointment of Daniel
Allen
On April 3, 2018 the Board elected Daniel Allen to
serve as a member of the Board. Mr. Allen’s initial term as a
member of the Board will continue until the registrant’s 2018
annual stockholder’s meeting or until his successor is
duly appointed.
As
previously reported on the registrant’s Form 8-K filed on
March 28, 2018, on March 28, 2018, the registrant entered into a
Convertible Note Purchase Agreement (the “Note Purchase
Agreement”) with SHSP Holdings, LLC (“Investor”),
pursuant to which the registrant issued to Investor a Convertible
Promissory Note in the aggregate principal amount of $8,000,000
(the “Note”). Simultaneously with the execution of the
Note Purchase Agreement and the issuance of the Note, on March 28,
2018, the registrant entered into the Investors’ Rights
Agreement (the “Investors’ Rights Agreement”) by
and among the registrant, Investor and two management stockholders.
Under the Investors’ Rights Agreement, among other things,
the Investor will have the right to designate one person for
election to the registrant’s Board for as long as Investor
continues to hold any of the Notes, and the registrant agreed to
use its reasonable best efforts to cause such person to be elected
to the Board at each annual meeting of the registrant’s
stockholders. The Investor designated Mr. Allen, who is currently
the Chief Executive Officer of Evercel Holdings LLC, an affiliate
of Investor.
Mr.
Allen, age 43, serves as managing partner of Corona Park Investment Partners, an
investment company that invests and grows profitable technology
enabled companies. He has held that position since January 2012.
Since January 2013, he has also served as CEO of Evercel, a
holding company that manages its portfolio companies and seeks new
opportunities to invest capital for long term returns. Evercel is
the parent company of
Printronix, a global industrial printing company, where Mr. Allen
serves as Chairman of the Board. From 2001 to 2010, Mr. Allen
worked at Bain Capital, where he also focused on investing in
technology related growth opportunities. Prior to Bain
Capital, Mr. Allen was on the founding team of Fandango, a strategy
consultant at McKinsey and Company, and worked at ABCNews in
Moscow, London, Hong Kong and New York City. Mr. Allen
graduated from Harvard College and Harvard Business
School.
Mr.
Allen has not been and is not expected to be named to any committee
of the Board at this time. Mr. Allen
will receive compensation commensurate with other non-employee
directors of SharpSpring.
Item 8.01 Other Events.
Press Release
On April 5,
2018, the registrant issued
a press release announcing the election of Daniel Allen as a director of the registrant
and announced the resignations of John L. Troost and Roy W.
Olivier from the Board effective at
the end of their current terms. A copy of the press
release is attached as Exhibit
99.1 to this report
and incorporated herein by reference.
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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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By:
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/s/
Edward S. Lawton
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Edward
S. Lawton,
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Chief Financial Officer
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Dated:
April 5, 2018
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