SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

(Amendment No. )

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Preliminary Information Statement

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Definitive Information Statement

SMTP, Inc.

(Name of Registrant as Specified in its Charter)

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SMTP, INC.

1810 E. Sahara Ave. Suite 111
Las Vegas, NV 89104

December 5, 2013

To our Stockholders:

Enclosed, please find an Information Statement providing information to you regarding the following corporate action taken by our Board of Directors (“Board”) and the holders of the majority of the voting power of SMTP, Inc. (the “Company”):

To authorize, but not require, our Board of Directors to amend our Certificate of Incorporation (the “Amendment”) to effect a reverse split of our common stock at a ratio of not less than one-for-three (1:3) nor more than one-for-seven (1:7) (the “Reverse Split”) at any time prior to the date on which our 2014 annual meeting of stockholders is held, at the sole discretion of the Board.

Our Board currently believes it will effect a reverse split of our common stock at a ratio of one-for-five, although it has the authority to effect the Reverse Split anywhere within the range, or not at all. Regardless of whether the Reverse Split is effected, the par value of our common stock will remain $0.001 per share and the number of shares of common stock authorized to be issued will remain at 50,000,000.

The majority stockholders and our Board of Directors have also authorized our officers to fix the record date to effect the authorized action. Delaware General Corporation Law and the Company's Bylaws permit holders of a majority of the voting power to take stockholder action by written consent. Accordingly, the Company will not hold a meeting of its stockholders to consider or vote upon the authorization of the corporate action described in this Information Statement.

We encourage you to read the attached Information Statement carefully, including the exhibits, for further information regarding these actions. In accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), the approval of the action described herein by the holders of a majority of the voting power of the Company will be deemed ratified and effective at a date that is at least 20 days after the date this Information Statement has been mailed or furnished to our stockholders. This Information Statement is first being mailed or furnished to stockholders on or about December 5, 2013.

This Is Not A Notice Of A Meeting Of Stockholders And No Stockholders' Meeting Will Be Held To Consider The Matters Described Herein.

This Information Statement is being furnished to you solely for the purpose of informing stockholders of the matters described herein in compliance with Regulation 14C of the Exchange Act.

Sincerely,

/s/ Semyon Dukach

Semyon Dukach,

Chair of the Board of Directors

Las Vegas, NV

INFORMATION STATEMENT

SMTP, INC.

1810 E. Sahara Ave. Suite 111
Las Vegas, NV 89104

December 5, 2013

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

This Information Statement is first being furnished on or about December 5, 2013 to the holders of record as of the close of business on November 25, 2013 (the “Record Date”) of the common stock of SMTP, Inc. (“SMTP” “we,” or “us” or the “Company”).  On November 22, 2013 certain stockholders, directly and indirectly, owning 13,350,235 shares of our outstanding common stock as of November 22, 2013, have consented in writing to the actions described below. Such approval and consent constitutes the approval and consent of a majority of the total combined voting power of our outstanding common stock and are sufficient under Delaware General Corporation Law and our Certificate of Incorporation and Bylaws to approve the action. Accordingly, the actions will not be submitted to the other stockholders of the Company for a vote. This Information Statement is being furnished to stockholders to provide them with certain information concerning the actions in accordance with the requirements of the Securities Exchange Act of 1934 and the regulations promulgated thereunder, including Regulation 14C. No action is requested or required on your part.

GENERAL

We will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of our common stock.

We will only deliver one Information Statement to multiple security holders sharing an address unless we have received contrary instructions from one or more of the security holders. We will promptly deliver a separate copy of this Information Statement to a security holder at a shared address to which a single copy of the document was delivered upon oral or written request to:

SMTP, Inc.

1810 E. Sahara Ave. Suite 111

Las Vegas, NV 89104

Telephone No.: 877-705-9362 Ext. 205

Security holders may also address future requests for separate delivery of information statements and/or annual reports by contacting us at the address listed above.

The information contained in this Information Statement constitutes the only notice we will be providing stockholders with respect thereto.

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NOTICE TO STOCKHOLDERS OF ACTIONS APPROVED BY CONSENTING STOCKHOLDERS

The following action was taken based upon the unanimous written consent of our Board of Directors and the written consent of stockholders owning a majority of the shares of our outstanding common stock, both of which are dated November 22, 2013.

Approval of an Amendment to Our Certificate of Incorporation to Effect a Reverse Split

Our Board of Directors (“Board”) has adopted a resolution authorizing, but not requiring, it to amend our Certificate of Incorporation to effect a reverse split of our common stock at a ratio of not less than one-for-three (1:3) nor more than one-for-seven (1:7) (the “Reverse Split”) at any time prior to the date on which our 2014 annual meeting of stockholders is held, at the sole discretion of the Board. Stockholders holding a majority of the outstanding shares of our common stock have also approved the Reverse Split by written consent.  Our Board currently believes the Reverse Split will be at a ratio of one-for-five (1:5), but it has the authority to effect the Reverse Split anywhere within the range of one-for-three (1:3) to one-for-seven (1:7), or not at all. Regardless of whether the Reverse Split is effected, the par value of our common stock will remain $0.001 per share and the number of shares of common stock authorized to be issued will remain at 50,000,000.

Reasons for the Reverse Split

Our Board believes that the Reverse Split is in our best interests, principally because it may increase the bid price of our common stock.  We are interested in applying for listing on The NASDAQ Capital Market, which has, among other requirements, a minimum bid price requirement of $4.00 per share.  The closing bid price of our common stock on the OTC Markets (OTCQB) was $1.08 on November 22, 2013. Our Board believes that conducting the Reverse Split may increase our ability to meet The NASDAQ Capital Market initial listing standards. Our Board also believes that if we need to seek additional financing to fund our business plan that the Reverse Split is a necessary prerequisite to conducting financings. We cannot assure you that if we effect the Reverse Split that we will get our shares listed on the The NASDAQ Capital Market or that we will successfully obtain financing.

Our Board also believes that the Reverse Split will make the Company’s common stock more attractive to a broader range of institutional and other investors. Numerous brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Additionally, because broker commissions on low-priced stocks typically represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the Reverse Split will make our common stock more attractive and provide a more cost effective investment for many investors, which will enhance the liquidity of common stock.

Our Board does not intend for the Reverse Split to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended.

We selected a Reverse Split ratio range of not less than one-for-three (1:3) nor more than one-for-seven (1:7) in order to balance the desire for a higher trading price for our common stock against the potential decreased liquidity from reducing the total number of shares of our common stock that would be issued and outstanding.

Although we believe the Reverse Split is necessary to enable us to accomplish the objectives described above, we cannot assure you that if we effect the Reverse Split that those objectives will be accomplished.

Principal Effects of the Reverse Split

In the event our Board determines to effect the Reverse Split, the form of Certificate of Amendment to our Certificate of Incorporation (“Certificate of Amendment”) effecting the Reverse Split would be as set forth in Appendix A to this Information Statement. The Certificate of Amendment would effect the Reverse Split but would not change the number of authorized shares of our common stock or preferred stock, or the par value of the our common stock or preferred stock; therefore, the number of shares of common stock authorized to be issued will remain at 50,000,000, the number of shares of preferred stock authorized to be issued will remain at 5,000,000, and the par value of our common stock will remain $0.001 per share.

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In the event the Reverse Split is effected, it will be effected simultaneously for all outstanding shares of our common stock. The Reverse Split will affect all of our stockholders uniformly and will not affect any stockholder's percentage ownership interests in our Company, except to the extent that the Reverse Split results in any of our stockholders owning a fractional share, in which case such fractional share will be rounded up to the next whole share. Common stock issued pursuant to the Reverse Split will remain fully paid and nonassessable. The Reverse Split will not affect our continuing to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.

As shown in the table below, in the event the Reverse Split is effected, one of its effects will be to effectively increase the proportion of authorized shares which are unissued relative to those which are issued. This could result in our management being able to issue more shares without further stockholder approval. Our Board believes that the continued availability of sufficient shares of our common stock is necessary and desirable to permit our Company the flexibility of engaging in future equity financings or acquisitions utilizing our common stock.

The following table provides estimates as of November 25, 2013 of the number of shares of our common stock (a) authorized, (b) issued and outstanding, (c) reserved for issuance and (d) authorized but neither issued nor reserved for issuance, at the following times: (i) prior to any Reverse Split; (ii) in the event the Reverse Split is effected and it is at a 1:3 ratio; (iii) in the event the Reverse Split is effected and it is at a 1:5 ratio; and (iv) in the event the Reverse Split is effected and it is at a 1:7 ratio:

	Number of Shares of Common Stock Authorized	Number of Shares Issued and Outstanding (1)(3)	Number of Shares Reserved for Issuance (2)(3)	Number of Shares Authorized but Neither Issued nor Reserved for Future Issuance (1)(2)(3)
Prior to any Reverse Split	50,000,000	15,637,999	5,604,863	28,757,138
After Assumed 1:3 Reverse Split	50,000,000	5,212,664	1,868,288	42,919,048
After Assumed 1:5 Reverse Split	50,000,000	3,127,600	1,120,972	45,751,428
After Assumed 1:7 Reverse Split	50,000,000	2,234,000	800,695	46,965,305

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(1)

These estimates assume a total of 15,637,999 shares of common stock issued and outstanding immediately prior to the Reverse Split, which is based on the 15,637,999 shares issued and outstanding as of the Record Date.

(2)

The following 5,604,863 shares of common stock are included in the Number of Shares Reserved for Issuance: (i) 604,863 shares issuable upon the exercise of common stock purchase warrants outstanding as of the Record Date; (ii) 5,000,000 shares issuable pursuant to the Company’s 2010 Employee Stock Plan.

(3)

These estimates also do not reflect the potential effect of rounding up for fractional shares that may result from the Reverse Split.

Par Value

In the event the Reverse Split is effected, the par value of our common stock will remain at $0.001 per share, the same pre-Reverse Split as post-Reverse Split. If the Reverse Split is effected, the total stated capital will be reduced and additional paid-in-capital will be increased in the same amount, as discussed below.

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Accounting Matters

In the event the Reverse Split is effected, it will not affect the total amount of stockholders' equity on our balance sheet. However, because the par value of our common stock will remain unchanged on the effective date of the split, the components that make up the common stock capital account will change by offsetting amounts. In the event the Reverse Split is effected, depending on the size of the Reverse Split our Board of Directors decides to implement, the stated capital component will be reduced by an amount between $9,956 (in the event of a ratio of 1:3) and $12,801, (in the event of a ratio of 1:7) from the amount of the stated capital as of September 30, 2013, and the additional paid-in capital component will be increased by the same amount by which the stated capital is reduced. The per share net income and per share net book value of the Company will be increased because there will be fewer shares of our common stock outstanding. Prior periods' per share amounts on future financial statement reports will be restated to reflect the Reverse Split for comparative purposes.

Preferred Stock

The Company’s has no preferred stock outstanding, so the Reverse Split will not affect the Company’s preferred stock.

Options and Warrants

The Reverse Split will cause proportionate adjustments to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options and warrants entitling holders to purchase, exchange for, or convert into, common stock.  This will result in approximately the same aggregate price being required to be paid under such options and warrants upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Split as was the case immediately preceding the Reverse Split.  The vesting provisions of options and warrants will be similarly adjusted. As described in the table above, the number of shares of common stock reserved for issuance pursuant to options and warrants will be proportionately reduced based upon the Reverse Split ratio, subject to our treatment of fractional shares.

Fractional Shares

We will not issue fractional shares of stock in connection with the Reverse Split. In lieu thereof, stockholders who would otherwise be entitled to receive a fractional share as a consequence of the Reverse Split will be rounded up to the next whole share of common stock. As a result, stockholders will not receive cash for fractional shares.

Odd Lots

In the event the Reverse Split is effected, it will result in an increased number of stockholders owning “odd lots” of fewer than 100 shares of our common stock after the Reverse Split. The per share costs, including brokerage commissions, of transactions in odd lots, are generally higher than the costs of transactions in “round lots” of multiples of 100 shares.

CUSIP Number

In the event the Reverse Split is effected, our common stock will have a new Committee on Uniform Securities Identification Procedures Number (CUSIP Number), which is a number used to identify our equity securities.

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Potential Anti-Takeover Effect

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our Board or contemplating a tender offer or other transaction for the combination of our Company with another company, the Reverse Split is not being effectuated in response to any effort of which we are aware to accumulate shares of our common stock or obtain control of our Company, nor is it part of a plan by management to recommend a series of similar amendments to our Board and stockholders. Our Board does not currently contemplate recommending the adoption of any other actions that could be construed to affect the ability of third parties to take over or change control of our Company.

Board Discretion to Effect The Reverse Split

The Board may effect only one Reverse Split in connection with this Information Statement and the Reverse Split must be effected on or before the date on which our 2014 annual meeting of stockholders is held. If our Board desires to delay the Reverse Split until after the date on which our 2014 annual meeting of stockholders is held, we shall be required to re-obtain stockholder approval and mail you another Information Statement. Our Board’s decision to effect the Reverse Split, if at all, will be based on their determination as to the advisability of the Reverse Split, in connection with the considerations described above under the section “Reasons for the Reverse Split.” In the event our Board decides to effect the Reverse Split, our Board may nonetheless abandon the Reverse Split, without further action by our stockholders, at any time prior to the effectiveness of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware.

Procedure for Effecting Reverse Split and Exchange of Stock Certificates

If our Board believes that effecting the Reverse Split is in the best interests of our Company and our stockholders, our Board will determine the ratio of the Reverse Split to be implemented and publicly announce such ratio.

We will file a Certificate of Amendment with the Delaware Secretary of State at such time as our Board has determined to be the appropriate effective date of the Reverse Split. The text of the Certificate of Amendment is set forth in Appendix A to this information statement. The Certificate of Amendment has received the unanimous approval of our Board and has also been approved by stockholders holding a majority of our outstanding shares of common stock.  The text of the Certificate of Amendment is subject to modification to include such changes as may be required by the office of the Delaware Secretary of State and as the Board deems necessary and advisable to effect the Reverse Split, including the applicable ratio for the Reverse Split.

Our Board may delay effecting the Reverse Split until the date on which the 2014 annual meeting of stockholders is held without re-obtaining stockholder approval. However, we must re-obtain stockholder approval if our Board of Directors delays effecting the Reverse Split until after the date on which the 2014 annual meeting of stockholders is held. At the effective time of the Reverse Split, each certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares.

The Reverse Split will take place on the effective date without any action on the part of the stockholders. In the event the Reverse Split is effected, as soon as practicable after the effective date, stockholders will be notified that the Reverse Split has been effected. New certificates for shares of our common stock will not be issued at this time.  Stockholders who hold shares in certificated form should not do anything with their certificates at this time.

Our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. Stockholders holding pre-split shares may, at their own expense, surrender to the exchange agent certificates representing pre-split shares in exchange for certificates representing post-split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us. No new certificates will be issued to a stockholder until such stockholder has surrendered such stockholder's outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent and the applicable transfer fee payable by the stockholder. Any pre-split shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for post-split shares.

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Effect on Registered and Beneficial Stockholders

Upon the Reverse Split, we intend to treat stockholders holding our common stock in "street name," through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding our common stock in “street name.”  However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Split. If you hold your shares with a bank, broker or other nominee and if you have any questions in this regard, we encourage you to contact your nominee.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Federal Income Tax Consequences of the Reverse Split

The following is a summary of certain material United States federal income tax consequences of the Reverse Split, does not purport to be a complete discussion of all of the possible federal income tax consequences of the Reverse Split and is included for general information only.  Further, it does not address any state, local or foreign income or other tax consequences. Also, it does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. The discussion is based on the provisions of the United States federal income tax law as of the date hereof, which is subject to change retroactively as well as prospectively. This summary also assumes that the pre-Reverse Split shares were, and the post-Reverse Split shares will be, held as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property held for investment). The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with their own tax advisor with respect to the tax consequences of the Reverse Split. As used herein, the term United States holder means a stockholder that is, for federal income tax purposes: a citizen or resident of the United States; a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States, any State of the United States or the District of Columbia; an estate the income of which is subject to federal income tax regardless of its source; or a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

No gain or loss should be recognized by a stockholder upon the stockholder’s exchange of pre-Reverse Split shares for post-Reverse Split shares pursuant to the Reverse Split. The aggregate tax basis of the post-Reverse Split shares received in the Reverse Split will be the same as the stockholder’s aggregate tax basis in the pre-Reverse Split shares exchanged therefor. The stockholder's holding period for the post-Reverse Split shares will include the period during which the stockholder held the pre-Reverse Split shares surrendered in the Reverse Split.

Our view regarding the tax consequences of the Reverse Split is not binding on the Internal Revenue Service or the courts. Accordingly, each stockholder should consult with his or her own tax advisor with respect to all of the potential tax consequences to him or her of the Reverse Split.

Risks Associated With the Reverse Split

In the event the Reverse Split is effected, stockholders will own fewer shares of common stock than they currently own. While we anticipate that effectuating the Reverse Split will result in an increase in the price of our common stock, we cannot assure you that the Reverse Split will increase the price of our common stock by a multiple equal to the inverse of the Reverse Split ratio or result in the permanent increase in our stock price (which is dependent upon many factors, including our future revenue and performance). Should the price of our common stock decline, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Split. Furthermore, the possibility exists that potential liquidity in the price of our common stock could be adversely affected by the reduced number of shares of common stock that would be outstanding after the Reverse Split. As a result, we cannot assure you that the Reverse Split will not adversely affect our stock price.

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No Appraisal Rights

Under Delaware General Corporation Law and our Certificate of Incorporation and Bylaws, stockholders are not entitled to appraisal rights with respect to the Reverse Split, and we will not independently provide stockholders with any such right.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Pursuant to our Bylaws and Delaware General Corporation Law, a vote by the holders of at least a majority of the voting power of our outstanding capital stock is required to approve the Reverse Split.

As of the Record Date, we had 15,637,999 shares of common stock outstanding. Each share of common stock is entitled to one (1) vote.  Of the total potential 15,637,999 votes, more than 50%, or 7,819,000, is required to pass any stockholder resolution. The consenting stockholders of the Company own 13,350,235 shares of common stock representing a total of 85.37% of the total voting power as of the Record Date. Pursuant to Delaware General Corporation Law, the consenting stockholders voted in favor of the actions described herein in a written consent dated November 22, 2013.

The following table sets forth, as of the Record Date, the names, addresses, amount and nature of beneficial ownership and percent of such ownership of each person or group known to our Company to be the beneficial owner of more than five percent (5%) of our common stock:

Security Ownership of Certain Beneficial Owners

Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership (2)	% of Class Owned (3)(4)
Semyon Dukach	13,266,063	84.83%

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(1)

In care of our Company at 1810 E. Sahara Ave. Suite 111, Las Vegas, NV 89104.

(2)

To our best knowledge, as of the date hereof, the holder had the sole voting and investment power with respect to the voting securities beneficially owned by him, unless otherwise indicated herein. Includes the person's right to obtain additional shares of common stock within 60 days from the date hereof.

(3)

Based on 15,637,999 shares of common stock outstanding on the Record Date. Does not include shares underlying: (i) options to purchase shares of our common stock under our 2010 Employee Stock Plan, or (ii) outstanding warrants to purchase shares of our common stock.

(4)

If a person listed on this table has the right to obtain additional shares of common stock within 60 days from the date hereof, the additional shares are deemed to be outstanding for the purpose of computing the percentage of class owned by such person, but are not deemed to be outstanding for the purpose of computing the percentage of any other person.

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The following table sets forth, as of the Record Date, the names, addresses, amount and nature of beneficial ownership and percent of such ownership of our common stock of each of our officers and directors, and officers and directors as a group:

Security Ownership of Management

Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership (2)		% of Class Owned (3)(4)
Semyon Dukach, Chair of Board of Directors	13,266,063		84.83%
Jonathan Strimling Chief Executive Officer	186,828	(5)	1.19%
Ruslan Bondariev Chief Technology Officer; Vice President-Research	89,750	(6)	*
Yvonne Gaudette Vice President of Marketing	0		_
Paul D. Parisi Vice President of Innovation	0		_
Maksym Ilin Vice President-Operations and Customer Service	72,250	(7)	*
Alena Chuprakova Comptroller; Treasurer	47,500	(8)	*
Vadim Yasinovsky Director	67,086	(9)	*
John (Rens) Troost Director	55,086	(10)	*
Directors and Officers as a Group (9 Persons)	13,784,563		88.15%

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*Represents less than 1%

(1)

In care of our Company at 1810 E. Sahara Ave. Suite 111, Las Vegas, NV 89104.

(2)

To our best knowledge, as of the date hereof, such holders had the sole voting and investment power with respect to the voting securities beneficially owned by them, unless otherwise indicated herein.

(3)

Based on 15,637,999 shares of common stock outstanding on the Record Date. Does not include shares underlying: (i) options to purchase shares of our common stock under our 2010 Employee Stock Plan, or (ii) outstanding warrants to purchase shares of our common stock.

(4)

If a person listed on this table has the right to obtain additional shares of common stock within 60 days from the date hereof, the additional shares are deemed to be outstanding for the purpose of computing the percentage of class owned by such person, but are not deemed to be outstanding for the purpose of computing the percentage of any other person.

(5)

Consists of options held by Mr. Strimling to purchase up to 186,828 shares of common stock exercisable within 60 days from the date hereof.

(6)

Consists of (i) 10,000 shares of common stock held by Mr. Bondariev; (ii) 750 shares of common stock held by Mr. Bondariev’s spouse; (iii) options held by Mr. Bondariev to purchase up to 77,500 shares of common stock exercisable within 60 days from the date hereof; and (iv) options held by Mr. Bondariev’s spouse to purchase up to 1,500 shares of common stock exercisable within 60 days from the date hereof. Mr. Bondariev disclaims beneficial ownership of the securities held by his spouse.

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(7)

Consists of (i) 10,000 shares of common stock held by Mr. Ilin; (ii) 750 shares of common stock held by Mr. Ilin’s spouse; (iii) options held by Mr. Ilin to purchase up to 57,500 shares of common stock exercisable within 60 days from the date hereof; and (iv) options held by Mr. Ilin’s spouse to purchase up to 4,000 shares of common stock exercisable within 60 days from the date hereof. Mr. Ilin disclaims beneficial ownership of the securities held by his spouse.

(8)

Consists of 10,000 shares of common stock held by Ms. Chuprakova and options held by Ms. Chuprakova to purchase up to 37,500 shares of common stock exercisable within 60 days from the date hereof.

(9)

Consists of 27,086 shares of common stock held by Mr. Yasinovsky and an option held by Mr. Yasinovsky to purchase up to 40,000 shares of common stock exercisable within 60 days from the date hereof.

(10)

Consists of (i) 7,086 shares of common stock held by Mr. Troost; (ii) 8,000 shares of common stock held by Mr. Troost’s spouse; and (iii) an option held by Mr. Troost to purchase up to 40,000 shares of common stock exercisable within 60 days from the date hereof. Mr. Troost disclaims beneficial ownership of the securities held by his spouse.

We are not aware of any arrangements that could result in a change of control.

INTERESTS OF CERTAIN PERSONS IN OR IN OPPOSITION TO MATTERS TO BE ACTED ON

No director, executive officer, or any associate thereof, or any other person has any interest, direct or indirect, by security holdings or otherwise, in the corporate action taken by our Board of Directors and the holders of the majority of the voting power that is described in this Information Statement.

No director is opposed to the matters described in this Information Statement.

PROPOSALS BY SECURITY HOLDERS

None

AVAILABLE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934 and must file reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The reports, information statements and other information we file with the Commission can be inspected and copied at the Commission Public Reference Room, 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the Commission at (800) SEC-0330. The Commission also maintains a Web site (http://www.sec.gov) that contains reports, proxy, and information statements and other information regarding registrants, like us, which file electronically with the Commission.

Additionally, copies of the Company’s Commission filings are available under the About US-Investor Relations page of the Company’s website at www.smtp.com. Any stockholder desiring additional Information Statement materials, a copy of any other document incorporated by reference in this Information Statement, or a copy of the Company’s Bylaws should contact the Company’s Secretary. Requests should be directed to SMTP, Inc., 1810 E. Sahara Ave. Suite 111, Las Vegas, NV 89104. Telephone 877-705-9362 ext. 205.

By Order of the Board of Directors,

/s/ Semyon Dukach

Chair of the Board of Directors

Las Vegas, NV

December 5, 2013

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Appendix A

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF INCORPORATION

SMTP, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

First:  That the name of this corporation (the "Corporation") is SMTP, Inc.

Second:  That the certificate of incorporation of the Corporation was originally filed with the Delaware Secretary of State on November 22, 2010 (the "Certificate of Incorporation").

Third: The Board of Directors of the Corporation, by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, duly adopted the following amendments to the Certificate of Incorporation:

Fourth: That Article FOURTH of the Certificate of Incorporation is hereby amended by adding the following new paragraph:

Upon the filing and effectiveness (the "Effective Time") pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each ______ shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the "Reverse Stock Split"). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to be rounded up to the next whole share of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of Common Stock ("Old Certificates"), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to adjustment for fractional share interests as described above. For purposes of clarity, after the Effective Time, the total number of shares of all classes of stock that the Corporation shall have authority to issue shall remain at Fifty-Five Million (55,000,000) shares, consisting of 50,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock.

Fifth:  That, by written consent executed in accordance with Section 228 of the General Corporation Law of the State of Delaware, the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon, and the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class, was given written notice of the proposed amendment to the Certificate of Incorporation and voted in favor of the adoption of the amendment to the Certificate of Incorporation. The necessary numbers of shares, as required by statute, were voted in favor of the amendment.

Sixth:  That said amendments to the Certificate of Incorporation were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the ______ day of ____________, ___________.

SMTP, INC.
By:
	Jonathan Strimling,
	Chief Executive Officer

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