0001506439
false
0001506439
2021-04-15
2021-04-15
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): April 15,
2021
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 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, Gainesville,
Florida
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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:
Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common Stock, par value $0.001 per
share
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SHSP
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NASDAQ Stock Market
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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.
Resignation of David A. Buckel
On
April 15, 2021, David A. Buckel informed SharpSpring, Inc.’s
(the “Company”)
Board of Directors (the “Board”) that he would not stand
for re-election to the Board at the Company’s 2021 Annual
Meeting of Stockholders. Mr. Buckel’s decision to not stand
for re-election is not a result of any disagreement between himself
and the Company, its management, the Board or any committee of the
Board. Mr. Buckel will continue to serve as a member of the Board
until the Company’s 2021 Annual Meeting of
Stockholders.
Appointment of Jason Costi
On
April 20, 2021, the Board elected Jason Costi to serve as a member
of the Board. Mr. Costi’s initial term as a member of the
Board will continue until the Company’s 2021 Annual Meeting
of Stockholders or until his successor is duly
appointed.
Mr.
Costi is a finance and operations executive who brings a long track
record of building businesses as an on-the-ground operator and
private equity investor. Mr. Costi presently owns and operates
Summit Incubators Inc., a consulting and advisory firm where he has
served as an interim Chief Financial Officer and advisor for
several disruptive growth companies across multiple industries,
including Consumer Products, Apparel, Connected Fitness, and Home
Goods. He has held this position since November 2018. Prior to this
role, from March 2018 to November 2018, Mr. Costi was the CFO of
Bonobos, a men’s apparel company and subsidiary of Walmart
Inc., where, in addition to his responsibilities at Bonobos, Jason
spent time focused on acquiring new e-commerce companies for
Walmart.com. From April 2015 to March 2018, Mr. Costi spent 3 years
leading the finance and strategy teams for Casper Sleep where he
was responsible for that company’s global financial
operations and corporate strategy, which included accounting,
financial planning and analysis, strategic initiatives, treasury,
tax and investor relations. In this role, Jason helped to build
Casper from an early stage company with $20 million of revenue to a
global, omni-channel sleep products company with nearly $400
million of revenue. Mr. Costi received a BBA in Finance from Emory
University, Goizuete Business School and an MBA from Harvard
Business School.
Mr.
Costi has been named to serve on the Audit Committee and the
Nominating and Corporate Governance Committee of the Board. Mr.
Costi will receive compensation commensurate with other
non-employee directors of the Company, which currently includes an
option grant of 16,000 options, vesting over four years, with 25%
vesting on the first anniversary of the grant date and an
additional 1/48 of the original number of options vesting each
month and a quarterly stipend of $11,250, with $7,500 and $3,750
payable in Company stock issued in arrears and cash,
respectively.
Item 8.01 Other Events.
Press Release
On
April 21, 2021 the Company issued a press release announcing the
election of Jason Costi as a member of the Board. A copy of the
press release is attached as Exhibit 99.1 to this report and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit No.
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Description
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Press
Release dated April 21, 2021
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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.
SHARPSPRING,
INC.
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By:
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/s/ Aaron Jackson
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Aaron
Jackson,
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Chief
Financial Officer
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Dated:
April 21, 2021