Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 8-K Current Report HTML 30K
2: EX-4.1 Form of Convertible Promissory Note, Attached as HTML 57K
Exhibit A to the Note Purchase Agreement
3: EX-4.2 Form of Investors Rights Agreement by and Among HTML 75K
Sharpspring, Inc., Shsp Holdings, LLC
and the Management Stockholders
Signatory Thereto, Attached as Exhibit B
to the Note Purchase Agreement
4: EX-4.3 Form of Subordination Agreement by and Between HTML 43K
Shsp Holdings, LLC and Western Alliance
Bank, Attached as Exhibit C to the Note
Purchase Agreement
5: EX-10.1 Convertible Note Purchase Agreement Among HTML 64K
Sharpspring, Inc. and Shsp Holdings, LLC
6: EX-99.1 Press Release Dated March 27, 2018 HTML 14K
SharpSpring
Issues $8 Million of Unsecured Convertible
Promissory
Notes
GAINESVILLE, FL – March 28, 2018 – SharpSpring, Inc.
(NASDAQ: SHSP), a leading
cloud-based marketing automation platform, has closed a privately
placed offering of an $8 million unsecured convertible promissory
note due March 2023 (the “Note”) from a group managed
by existing investors Corona Park Investment
Partners.
SharpSpring intends to use the proceeds from the financing for
increasing sales and marketing spend to accelerate customer
acquisition and revenue growth. The company also plans to
strategically invest in research and development to further advance
the functionality and features of its platform.
Interest on the Notes will be payable annually with the issuance of
additional convertible notes (paid-in-kind) at an annual interest
rate of 5.0%. The Notes are convertible into shares of SharpSpring
common stock, par value $0.001 per share, at any time before the
maturity date at a fixed conversion price of $7.50 per share,
subject to customary adjustments. If not converted, principal and
unpaid accrued interest on the Notes will be due and payable on the
fifth anniversary of the issuance date, and may be paid, at the
company’s election, in cash or in shares of common stock at a
discounted conversion price.
The Notes will be unsecured credit obligations, subordinate to the
company’s existing credit facility and future credit
facilities with amounts proportional to the current ratio of credit
facility limits to revenue.
SharpSpring has the option to extend the Notes for up to eighteen
months following the initial maturity at an annual interest rate of
10.0%, and may redeem the Notes at any time that the closing price
for its common stock exceeds 175% of the conversion price (or
$13.13 per share) for 120 consecutive trading days. In the event of
redemption by the company prior to the maturity date, the interest
will accelerate and be paid through the maturity date.
In connection with the transaction, SharpSpring granted the
investor group the right to appoint a director to the
company’s board.
“Securing an investment from a group of our current
shareholders provides us with the necessary capital to accelerate
our growth plan, and it also reflects their continued support and
commitment to our strategy and long-term success,” said
SharpSpring CEO Rick Carlson. “In particular, the capital
enables us to ramp our sales and marketing initiatives, which will
drive new customer wins at a more rapid pace and lead to higher
growth in 2019 and 2020. It also enables us to accelerate our
product development initiatives so that we can enhance our platform
with innovative new features and functionality.”
In
connection with the transaction, Lake Street Capital Markets, LLC
acted as an adviser to the Company. Additional information
regarding the financing will be included in a Current Report on
Form 8-K filed by SharpSpring with the Securities and Exchange
Commission.
About SharpSpring, Inc.
SharpSpring, Inc. (NASDAQ:
SHSP) is a rapidly growing,
highly-rated global provider of affordable marketing automation
delivered via a cloud-based Software-as-a Service (SaaS) platform.
Thousands of businesses around the world rely on
SharpSpring to generate leads, improve conversions to sales, and
drive higher returns on marketing investments. Known for its
innovation, open architecture and free customer support,
SharpSpring offers flexible monthly contracts at a fraction of the
price of competitors making it an easy choice for growing
businesses and digital marketing agencies. Learn more at
www.sharpspring.com.
Important Cautions Regarding Forward-Looking
Statements
The
information posted in this release may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. You can identify these statements by use of the
words “may,”“will,”“should,”“plans,”“explores,”“expects,”“anticipates,”“continues,”“estimates,”“projects,”“intends,” and similar expressions. Forward-looking
statements involve risks and uncertainties that could cause actual
results to differ materially from those projected or anticipated.
These risks and uncertainties include, but are not limited to,
general economic and business conditions, effects of continued
geopolitical unrest and regional conflicts, competition, changes in
technology and methods of marketing, delays in completing new
customer offerings, changes in customer order patterns, changes in
customer offering mix, continued success in technological advances
and delivering technological innovations, our ability to
successfully utilize our cash to develop current and future
products, delays due to issues with outsourced service providers,
those events and factors described by us in Item 1.A “Risk
Factors” in our most recent Form 10-K and other risks to
which our Company is subject, and various other factors beyond the
Company’s control. Except to the extent required by law, the
Company undertakes no obligation to update or revise (publicly or
otherwise) any forward-looking statements to reflect subsequent
events, new information or future circumstances.
