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): January 29, 2019
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
ofIncorporation or Organization)
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(Commission File
Number)
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(I.R.S. EmployerIdentification
No.)
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5001
Celebration Pointe Avenue, Suite 410, Gainesville,
FL
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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:
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Title
of each class
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Trading
Symbol(s)
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Name of
exchange on which registered
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Common
Stock, $0.001 par value per share
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SHSP
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The NASDAQ Stock Market LLC
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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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
Richard
Carlson
On January 29, 2020, the registrant
entered into an employee agreement amendment with Richard Carlson,
the registrant’s Chief Executive Officer and President. The
employee agreement amendment, among other things, (i)
change’s Mr. Carlson’s base salary to $350,200 per
year; and (ii) sets Mr. Carlson’s annual bonus target amount
at $122,570 (the Quarterly Bonus
target amount is $30,643) pursuant to the 2019 Executive
Bonus Plan.
Mr. Carlson was also granted:
(i) stock options to purchase 19,978 shares of the
registrant’s common stock at an exercise price of $12.39 per
share; and (ii) 22,589 restricted stock units (“RSU’s”). The
options vest over a 4-year
period, with 1/48 vesting each month. 12,500 of the
RSU’s vest as follows: 33% vest on February 21, 2020
with remaining vesting quarterly in equal installments of 1/12
thereafter commencing on April 1, 2020. These RSU’s represent
RSU’s authorized prior to the effective date of the
registrant’s 2019 Equity Plan that were not granted to Mr.
Carlson. 10,089 of the RSU’s vest as follows: 5.56% vest on April 1, 2020 with
remaining vesting quarterly in equal installments of 1/12
thereafter commencing on April 1, 2020.
The description of Mr.
Carlson’s employee agreement amendment is not complete and is
qualified in its entirety by reference to the employee agreement
amendment attached hereto as Exhibit 10.1, which is
incorporated by reference herein.
Travis
Whitton
On January 29, 2020, the registrant
entered into an employee agreement amendment with Travis Whitton,
the registrant’s Chief Technology Officer. The employee
agreement amendment, among other things, (i) change’s Mr.
Whitton’s base salary to $206,000 per year; and (ii) sets Mr.
Whitton’s annual bonus target amount is set at $51,500 (the Quarterly Bonus target amount is
$12,875) pursuant to the 2019 Executive Bonus
Plan.
Mr. Whitton was also granted: (i)
stock options to purchase 11,747 shares of the registrant’s
common stock at an exercise price of $12.39 per share and (ii)
13,286 RSU’s. The
options vest over a 4 year period, with 25% vesting on the first
anniversary of the grant date and an additional 1/48 of the
original number of options vesting every month thereafter.
7,353 of the RSU’s vest as follows: 33% vest on February 21, 2020
with remaining vesting quarterly in equal installments of 1/12
thereafter commencing on April 1, 2020. These RSU’s represent
RSU’s authorized prior to the effective date of the
registrant’s 2019 Equity Plan that were not granted to Mr.
Whitton. 5,933 of the RSU’s vest as follows: 33% vest on February 21, 2021
with remaining vesting quarterly in equal installments of 1/12
thereafter commencing on April 1, 2021.
The description of Mr.
Whitton’s employee agreement amendment is not complete and is
qualified in its entirety by reference to the employee agreement
amendment attached hereto as Exhibit 10.6, which is
incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits
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Exhibit
No.
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Description
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10.1
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Employee
Agreement Amendment – Richard Carlson.*
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Employee Agreement Amendment – Richard
Carlson (incorporated by reference to the registrant’s Form
8-K filed 2/27/19).
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Employee
Agreement Amendment – Richard Carlson (incorporated by
reference to the registrant’s Form 8-K filed
2/12/18).
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Employee
Agreement Amendment – Richard Carlson (incorporated by
reference to the registrant’s Form 8-K filed
4/15/17).
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Employee
Agreement – Richard Carlson (incorporated by reference to the
registrant’s Form 8-K filed 9/14/15).
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10.6
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Employee
Agreement Amendment – Travis Whitton.*
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Employee Agreement Amendment – Travis
Whitton (incorporated by reference to the registrant’s Form
8-K filed 2/27/19).
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Employee
Agreement Amendment – Travis Whitton (incorporated by
reference to the registrant’s Form 8-K filed
2/12/18).
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Employee
Agreement Amendment – Travis Whitton (incorporated by
reference to the registrant’s Form 8-K filed
8/1/17).
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Employee
Agreement Amendment – Travis Whitton (incorporated by
reference to the registrant’s Form 8-K filed
7/8/16).
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Employee
Agreement – Travis Whitton (incorporated by reference to the
registrant’s Form 8-K filed 7/8/16).
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* Included
herewith.
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: January 31,
2020
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By:
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/s/ Michael
Power
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Michael
Power,
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Chief
Financial Officer
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