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EX-10.6 - EMPLOYMENT AGREEMENT AMENDMENT - SharpSpring, Inc. | shsp_ex106.htm |
EX-10.1 - EMPLOYMENT AGREEMENT AMENDMENT - SharpSpring, Inc. | shsp_ex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): January 29, 2020
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,
Suite
410, 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
(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
exchange on which registered
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Common Stock, $0.001 par value per share
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SHSP
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The NASDAQ Stock Market LLC
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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. ☐
This Amendment No. 1 to Current Report
on Form 8-K (this “Form 8-K/A”) amends
the Current Report on Form 8-K of SharpSpring, Inc.
(the “registrant”)
filed with the Securities and Exchange Commission on February 3,
2020 (the “Original Form 8-K”)
to correct
the Date of Report on the Cover Page and to amend Item 9.01 to
include Exhibits 10.1 and 10.6 which were inadvertently excluded
from the Original Form 8-K. This Form 8-K/A sets forth Items
5.02 and 9.01 in their entirety.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
Richard Carlson
On
January 29, 2020, the registrant entered into an employee agreement
amendment with Richard Carlson, the registrant’s Chief
Executive Officer and President. The employee agreement amendment,
among other things, (i) change’s Mr. Carlson’s base
salary to $350,200 per year; and (ii) sets Mr. Carlson’s
annual bonus target amount at $122,570
(the Quarterly Bonus target amount is $30,643) pursuant to
the 2019 Executive Bonus Plan.
Mr. Carlson
was also granted: (i) stock options to purchase 19,978 shares of
the registrant’s common stock at an exercise price of $12.39
per share; and (ii) 22,589 restricted stock units
(“RSU’s”). The
options vest over a 4-year
period, with 1/48 vesting each month. 12,500 of the
RSU’s vest as follows: 33% vest on February 21, 2020
with remaining vesting quarterly in equal installments of 1/12
thereafter commencing on April 1, 2020. These RSU’s represent
RSU’s authorized prior to the effective date of the
registrant’s 2019 Equity Plan that were not granted to Mr.
Carlson. 10,089 of the RSU’s vest as follows: 5.56% vest on April 1, 2020 with
remaining vesting quarterly in equal installments of 1/12
thereafter commencing on April 1, 2020.
The
description of Mr. Carlson’s employee agreement amendment is
not complete and is qualified in its entirety by reference to the
employee agreement amendment attached hereto as Exhibit 10.1, which is
incorporated by reference herein.
Travis Whitton
On
January 29, 2020, the registrant entered into an employee agreement
amendment with Travis Whitton, the registrant’s Chief
Technology Officer. The employee agreement amendment, among other
things, (i) change’s Mr. Whitton’s base salary to
$206,000 per year; and (ii)
sets Mr. Whitton’s annual bonus target amount is set at
$51,500 (the Quarterly Bonus target
amount is $12,875) pursuant to the 2019 Executive Bonus
Plan.
Mr.
Whitton was also granted: (i) stock options to purchase 11,747
shares of the registrant’s common stock at an exercise price
of $12.39 per share and (ii) 13,286 RSU’s. The options vest over a 4 year period,
with 25% vesting on the first anniversary of the grant date and an
additional 1/48 of the original number of options vesting every
month thereafter. 7,353 of the RSU’s vest as follows:
33% vest on February
21, 2020 with remaining vesting quarterly in equal installments of
1/12 thereafter commencing on April 1, 2020. These RSU’s represent
RSU’s authorized prior to the effective date of the
registrant’s 2019 Equity Plan that were not granted to Mr.
Whitton. 5,933 of the RSU’s vest as follows: 33% vest on February 21, 2021
with remaining vesting quarterly in equal installments of 1/12
thereafter commencing on April 1, 2021.
The
description of Mr. Whitton’s employee agreement amendment is
not complete and is qualified in its entirety by reference to the
employee agreement amendment attached hereto as Exhibit 10.6, which is
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
Exhibit No.
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Description
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Employee Agreement Amendment – Richard Carlson.*
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Employee Agreement Amendment – Richard Carlson (incorporated
by reference to the registrant’s Form 8-K filed
2/27/19).
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Employee Agreement Amendment – Richard Carlson (incorporated
by reference to the registrant’s Form 8-K filed
2/12/18).
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Employee Agreement Amendment – Richard Carlson (incorporated
by reference to the registrant’s Form 8-K filed
4/15/17).
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Employee Agreement – Richard Carlson (incorporated by
reference to the registrant’s Form 8-K filed
9/14/15).
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Employee Agreement Amendment – Travis Whitton.*
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Employee Agreement Amendment – Travis Whitton (incorporated
by reference to the registrant’s Form 8-K filed
2/27/19).
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Employee Agreement Amendment – Travis Whitton (incorporated
by reference to the registrant’s Form 8-K filed
2/12/18).
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Employee Agreement Amendment – Travis Whitton (incorporated
by reference to the registrant’s Form 8-K filed
8/1/17).
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Employee Agreement Amendment – Travis Whitton (incorporated
by reference to the registrant’s Form 8-K filed
7/8/16).
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Employee Agreement – Travis Whitton (incorporated by
reference to the registrant’s Form 8-K filed
7/8/16).
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*
Included herewith.
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:
April 16, 2020
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By:
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/s/
Michael Power
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Michael
Power,
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Chief
Financial Officer
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