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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): March 6,
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
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5001
Celebration Pointe Avenue
Gainesville,
FL
32608
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(Address
of principal executive offices, including zip code)
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Registrant’s
telephone number, including area code: (888) 428-9605
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company
as defined 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 check mark 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
8.01
Other Events
On March 6, 2019, SharpSpring, Inc. (the
“Company”)
announced that it intends to offer for sale in a firm commitment
underwritten public offering (the “Proposed
Offering”) of shares of
the Company’s common stock, $0.001 par value per share. The
Company also announced that it expects to grant to the underwriters
in the Proposed Offering a 30-day option to purchase an additional
15% of shares of common stock to cover overallotments, if
any.
Canaccord Genuity LLC is acting as the sole
bookrunning manager of the Proposed Offering.
The
Proposed Offering will be made pursuant to a shelf registration
statement (File No. 333-222850) declared effective by the
Securities and Exchange Commission on February 9,
2018.
The
press release announcing the Proposed Offering is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Cautionary Information Regarding Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking information.
Readers are cautioned not to place undue reliance on any such
forward-looking statements, each of which speaks only as of the
date made. Such statements are subject to certain risks and
uncertainties which are disclosed in the Company’s SEC
reports, including its Annual Report on Form 10-K for the year
ended December 31, 2018, and in the preliminary prospectus
supplement filed with the SEC on March 6, 2019. These risks and
uncertainties could cause actual results to differ materially from
those currently anticipated or projected.
Item
9.01
Financial Statements and Exhibits
(d) Exhibits
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Exhibit
No.
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Description
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Press
release dated March 6, 2019
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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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Dated: March 6,
2019
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By:
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/s/ Bradley M.
Stanczak
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Bradley
M. Stanczak
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Chief
Financial Officer
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