SharpSpring, Inc. (NASDAQ:SHSP) Files An 8-K Other Events

Other Events

On June 12, 2019, SharpSpring, Inc. (the “Company”) announced the commencement of a secondary underwritten public offering (the “Secondary Offering”) by certain of its existing stockholders, including SHSP Holdings, LLC, Evercel Holdings LLC, and certain related selling stockholders (collectively, the “Selling Stockholders”), to which the Selling Stockholders intend to offer and sell shares of Company common stock, par value $0.001 per share (the “Common Stock”), currently held by the Selling Stockholders.

On June 13, 2019, the shares of Common Stock to be sold by the Selling Stockholders in the Secondary Offering were priced. Accordingly, the Selling Stockholders have agreed to sell in the Secondary Offering, in aggregate, 2,054,948 shares of Common Stock currently held by them at a price to the public of $13.00 per share. The Selling Stockholders will receive all of the net proceeds from the Secondary Offering. The Company will not issue or sell any shares in the Secondary Offering, nor receive any proceeds from the Secondary Offering. The Secondary Offering is subject to customary closing conditions and is expected to close on June 17, 2019.

Canaccord Genuity LLC and Roth Capital Partners are acting as joint book-running managers of the offering.

The Secondary Offering is being made to a shelf registration statement (File No. 333-231758) declared effective by the Securities and Exchange Commission on June 3, 2019. A preliminary prospectus supplement and accompanying base prospectus relating to the Secondary Offering were filed with the Securities and Exchange Commission. A final prospectus supplement and accompanying base prospectus relating to the Secondary Offering will be filed with the Securities and Exchange Commission. When available, copies of the prospectus supplement and accompanying base prospectus relating to the Secondary Offering may be obtained from the Securities and Exchange Commission at http://www.sec.gov, or from Canaccord Genuity LLC, 99 High Street, Suite 1200, Boston, Massachusetts 02110, Attn: Syndicate Department, by telephone at (617) 371-3900, or by email at prospectus@canaccordgenuity.com or from Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, or (800) 678-9147.

This Current Report on Form 8-K does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction.

Safe Harbor Statement

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 SharpSpring’s SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2018, and in the prospectus supplement related to the proposed public offering. These risks and uncertainties could cause actual results to differ materially from those currently anticipated or projected.

About SharpSpring, Inc. (NASDAQ:SHSP)

SharpSpring, Inc., formerly SMTP, Inc., is a cloud-based marketing technology company. The Company’s SharpSpring marketing automation platform uses features, such as Web tracking, lead scoring and automated workflow to enable businesses deliver messages to the customers. The SharpSpring marketing automation solution offers digital marketing tools to small and medium-sized businesses and is primarily sold to marketing agencies using the platform on behalf of their clients. The Company offers a SMTP relay product, which is designed to send high volumes of e-mail messages. The Company offers the GraphicMail e-mail campaign management solution to customers globally. The GraphicMail platform is focused on e-mail, social and mobile marketing and is used by companies wishing to communicate with a list of subscribers or customers. The Company’s platform is used by agencies, agency clients and direct end users.