Current Report Filing (8-k)
November 07 2018 - 3:48PM
Edgar (US Regulatory)
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): November 7,
2018
SharpSpring, Inc.
(Exact
name of registrant as specified in its charter)
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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5001 Celebration Pointe Avenue,
Suite 400, 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
550 SW
2nd Avenue, Gainesville, FL 32601
(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 2.02 Results of Operations and Financial
Condition.
On
November 7, 2018, SharpSpring, Inc. (the “Company”)
issued a press release to report its financial results for the
third quarter ended September 30, 2018. A copy of the press release
is furnished as
Exhibit
99.1
to this Current Report on Form 8-K.
The
information in this Form 8-K, including
Exhibit 99.1
, shall not be
deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference
in such a filing.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
November 6, 2018 the Company’s Board of Directors appointed
Bradley Stanczak to serve as the Company’s Chief Financial
Officer commencing on December 10, 2018
to hold office until the earlier
election and qualification of his respective successor or until his
earlier resignation or removal
. As the Company’s Chief
Financial Officer, Mr. Stanczak will be responsible for overseeing
the Company’s financial reporting and all other finance
functions of the Company and all of the Company’s
subsidiaries.
Edward
Lawton, the Company’s current Chief Financial Officer, will
step down from his role as Chief Financial Officer upon the
commencement of Mr. Stanczak’s appointment. Mr. Lawton is
expected to remain with the Company for a limited time in a
non-executive role to assist Mr. Stanczak with his transition into
the Chief Financial Officer position.
There
are no arrangements or understandings between Mr. Stanczak and any
other persons pursuant to which he was appointed the
Company’s Chief Financial Officer. There is no family
relationship between Mr. Stanczak and any director, executive
officer, or person nominated or chosen by the Company to become a
director or executive officer of the Company. The Company has not
entered into any transactions with Mr. Stanczak that would require
disclosure pursuant to Item 404(a) of Regulation S-K under the
Exchange Act.
Mr.
Stanczak, age 46, has over 14 years of financial and accounting
experience. Since 2015 to the present, Mr. Stanczak has been
employed by Resonate Networks, Inc., a big data, consumer
intelligence software platform. He served as Director,
Financial Planning and Analysis
(2015-2016), Senior Director, Finance and Accounting (2016-2018)
and VP, Finance and Accounting (2018). From 2014 to 2015, Mr.
Stanczak was Senior Manager, Financial Planning & Analysis
– North America Consumer for Rosetta Stone, Ltd. From 2011 to
2014, Mr. Stanczak was Senior Manager, North America Financial
Planning & Analysis for Office Depot. Mr. Stanczak obtained a
B.S. degree from the University of Colorado, Boulder – Leeds
School of Business in 1994 and a Master of Business Administration
degree from Cornell University – Johnson Graduate School of
Management in 2006.
Mr.
Stanczak will enter into a written employee agreement with the
Company whereby Mr. Stanczak will receive as compensation, among
other things, a base salary of $185,000 per year, along with an
annual performance-based bonus compensation opportunity of $70,000.
Additionally, Mr. Stanczak will be granted an option to purchase up
to 100,000 shares of the Company’s common stock pursuant to
the Company’s
2010 Restated
Employee Stock Plan
. The options shall vest over a four year
period, with 25% vesting after one year and monthly vesting
thereafter. A copy of Mr. Stanczak’s employee agreement is
attached as
Exhibit
10.1
to this Form 8-K.
Item 9.01
Financial
Statements and Exhibits
(d)
Exhibits.
Exhibit
No.
Description
Employee
Agreement - Brad Stanczak
Press
Release dated November 7, 2018
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.
SHARPSPRING, INC.
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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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Dated:
November 7, 2018
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