Attached files
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| EX-10.4 - LOAN AND SECURITY MODIFICATION AGREEMENT - SharpSpring, Inc. | shsp_ex10-4.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 30,
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).
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 1.01 Entry
into a Material Definitive Agreement.
On April 30, 2018 SharpSpring, Inc. (the
“Company”) and its subsidiaries Quattro Hosting LLC and
SharpSpring Technologies, Inc. (together with the Company,
collectively, “Borrowers”), entered into a Loan
and Security Modification Agreement with Western Alliance Bank (“Bank”) that
modifies the Loan and Security Agreement dated March 21, 2016 by
and among Borrowers and Bank, as amended from time to time. The
modification extends the maturity date of the Loan and Security
Agreement to March 21, 2020, sets the minimum Adjusted EBITDA
covenants for 2018 and adjusts the Prime rate floor to 4.75%, among
other things.
A copy of the Loan and Security Modification
Agreement is attached hereto as
Exhibit
10.4 and is incorporated herein
by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The
information set forth above under Item 1.01 is incorporated by
reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit No.
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Description
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10.1*
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Loan
Agreement dated March 21, 2016, by and among SharpSpring,
Inc., Quattro Hosting LLC, SharpSpring Technologies, Inc. and
Western Alliance Bank
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10.2*
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Intellectual
Property Security Agreement dated March 21, 2016, by and
among SharpSpring, Inc., Quattro Hosting LLC, SharpSpring
Technologies, Inc. and Western Alliance Bank
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10.3**
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Loan
and Security Modification Agreement dated October 25, 2017, by and
among SharpSpring, Inc., Quattro Hosting LLC, SharpSpring
Technologies, Inc. and Western Alliance Bank
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Loan
and Security Modification Agreement dated April 30, 2018, by and
among SharpSpring, Inc., Quattro Hosting LLC, SharpSpring
Technologies, Inc. and Western Alliance Bank
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*
Incorporated by
reference to the Company’s Form 8-K filed on March 22,
2016.
**
Incorporated by
reference to the Company’s Form 8-K filed on October 30,
2017.
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: May 1, 2018 |
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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