555,556
Shares of Common Stock Offered by Selling Stockholders
This
prospectus relates to the proposed resale or other disposition from
time to time of up to 555,556 shares of SharpSpring, Inc. common
stock, $0.001 par value per share, by the selling stockholders
identified in this prospectus, which as used herein includes
donees, pledgees, transferees or other successors-in-interest
selling shares of common stock or interests in shares of common
stock received after the date of this prospectus from a selling
stockholder as a gift, pledge, partnership distribution or other
transfer. We will not receive any of the proceeds from the sale or
other disposition of the common stock covered hereby by the selling
stockholders.
The
selling stockholders may, from time to time, sell, transfer or
otherwise dispose of any or all of their shares of common stock or
interests in shares of common stock on any stock exchange, market
or trading facility on which the shares are traded or in private
transactions. These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to
the prevailing market price, at varying prices determined at the
time of sale, or at negotiated prices. The selling stockholders
will bear all commissions and discounts, if any, attributable to
the sale or other disposition of the shares covered hereby. We will
bear all other costs, expenses and fees in connection with the
registration of the shares. See “Plan of Distribution”
beginning on page 10 for more information.
Our
common stock is listed on the NASDAQ Capital Market, under the
symbol “SHSP.” On December 16, 2019, the last reported
sale price of our common stock on the NASDAQ Capital Market was
$10.16 per
share.
Investing
in our common stock involves a high degree of risk. Before deciding
whether to invest in our securities, you should consider carefully
the risks that we have described on page 5 of this prospectus under
the caption “Risk Factors” and in the documents
incorporated by reference into this prospectus.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
This
prospectus is part of a registration statement on Form S-3 that we
filed with the United States Securities and Exchange Commission
(the “SEC”), using a “shelf” registration
process. Under this shelf process, the selling stockholders
identified in this prospectus, which as used herein includes
donees, pledgees, transferees or other successors-in-interest
selling shares of common stock or interests in shares of common
stock received after the date of this prospectus from a selling
stockholder as a gift, pledge, partnership distribution or other
transfer, may use this prospectus to sell or otherwise dispose of
an aggregate of 555,556 shares of our common stock.
To the
extent required, the shares of our common stock to be sold, the
names of the selling stockholders, the respective purchase prices
and public offering prices, the names of any agents, dealer or
underwriter, any applicable commissions or discounts with respect
to a particular offer will be set forth in an accompanying
prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this
prospectus. The prospectus supplement may also add to, update or
change information contained in the prospectus and, accordingly, to
the extent inconsistent, information in this prospectus is
superseded by the information in the prospectus
supplement.
You
should rely only on the information contained or incorporated by
reference in this prospectus and any prospectus supplement or free
writing prospectus relating to a particular offering. No one has
been authorized to provide you with information that is different
from that contained or incorporated by reference in this
prospectus, any accompanying prospectus supplement and any related
free writing prospectus in connection with the offering described
herein and therein, and, if given or made, such information or
representations must not be relied upon as having been authorized
by us. Neither this prospectus nor any prospectus supplement nor
any related free writing prospectus shall constitute an offer to
sell or a solicitation of an offer to buy offered securities in any
jurisdiction in which it is unlawful for such person to make such
an offering or solicitation. This prospectus does not contain all
of the information included in the registration statement. For a
more complete understanding of the offering of the securities, you
should refer to the registration statement, including its
exhibits.
You
should read the entire prospectus and any prospectus supplement and
any related free writing prospectus, as well as the documents
incorporated by reference into this prospectus or any prospectus
supplement or any related free writing prospectus, before making an
investment decision. Neither the delivery of this prospectus or any
prospectus supplement or any free writing prospectus nor any sale
made hereunder shall under any circumstances imply that the
information contained or incorporated by reference herein or in any
prospectus supplement or free writing prospectus is correct as of
any date subsequent to the date hereof or of such prospectus
supplement or free writing prospectus, as applicable. You should
assume that the information appearing in this prospectus, any
prospectus supplement or any document incorporated by reference is
accurate only as of the date of the applicable documents,
regardless of the time of delivery of this prospectus or any sale
of securities. Our business, financial condition, results of
operations and prospects may have changed since that
date.
Unless
the context otherwise requires, references in this prospectus to
“SharpSpring,”“Company,”“we,”“our” or “us” and other similar terms means
SharpSpring, Inc., a Delaware corporation.
This summary contains basic information about us and our business
but does not contain all of the information that is important to
your investment decision. You should carefully read this summary
together with the more detailed information contained elsewhere in
this prospectus and the documents incorporated herein and therein
by reference before making an investment decision. Investors should
carefully consider the information set forth under the caption
“Risk Factors” appearing elsewhere in this prospectus,
including those described in documents incorporated by reference
herein.
Our
Company
SharpSpring is a
cloud-based marketing technology company. The SharpSpring platform
is designed to improve the way that businesses communicate with
their prospects and customers to increase sales. The
Company’s flagship marketing automation platform uses
advanced features such as web tracking, lead scoring and automated
workflow to help businesses deliver the right message to the right
customer at the right time. The SharpSpring platform is designed
and built as a Software as Service (or SaaS) offering. We provide
our products on a subscription basis, with additional fees charged
if specified volume limits are exceeded by our
customers.
We
operate globally through SharpSpring, Inc., a Delaware corporation,
and our wholly owned subsidiaries that consist of (i) SharpSpring
Technologies, Inc., a Delaware corporation; (ii) SharpSpring Reach,
Inc. a Delaware corporation; (iii) InterInbox SA, a Swiss
corporation; (iv) ERNEPH 2012A (Pty) Ltd., a South African limited
company; (v) ERNEPH 2012B (Pty) Ltd., a South African limited
company; and (vi) SMTP Holdings S.a.r.l., a Luxembourg
S.a.r.l.
On
November 21, 2019, pursuant to an Asset Purchase Agreement between
the Company and Marin Software Incorporated, a Delaware
corporation, we purchased the assets used in the seller’s
business unit providing small-to-medium business-focused display
retargeting software products and services under the “Perfect
Audience” brand name for approximately $4.6 million in cash
and the assumption of certain specified liabilities. The
acquisition introduced an entirely new suite of tools and revenue
stream for our agency partners. The Perfect Audience cloud-based
platform enables multi-channel retargeting to known leads, plus
targeted advertising to new prospects via lookalike audience
functionality. It empowers marketers to create, manage, and
optimize their ad campaigns across thousands of sites using Google,
Facebook, Instagram, leading ad exchanges and partner
networks.
On
November 22, 2019, the Company issued and sold 555,556 shares of
its common stock to funds managed by Greenhaven Road Investment
Management, L.P. and other institutional stockholders of the
Company for an aggregate purchase price of $5.0 million, in
accordance with the terms of a Purchase Agreement dated November20, 2019 (the “Share Purchase Agreement”) by and among
the Company and the investors party thereto. In connection with the
Share Purchase Agreement, the Company entered into a Registration
Rights Agreement dated as of November 20, 2019 (the
“Registration Rights Agreement”). Under the
Registration Rights Agreement and subject to the terms and
conditions thereof, we are required to register the shares of
common stock for sale or other disposition by the holders thereof
and, subject to certain limitations, to maintain the effectiveness
of the registration statement of which this prospectus forms a
part, until all of the shares of common stock covered hereby are
sold or disposed of or certain other conditions are
met.
Products
and Services
We
provide SaaS based marketing technologies to customers around the
world. Our focus is on marketing automation tools that enable
customers to interact with a lead from an early stage and nurture
that potential customer using advanced features until it becomes a
qualified sales lead or customer. Our platform also includes
customer relationship management (CRM) technology that enables a
business to store, manage and optimize customer and prospect data
in a cloud- based environment. Additionally, a small portion of
customers utilize our SharpSpring Mail+ product, which is a subset
of the full suite solution that is focused on more traditional
email marketing while also including some of the advanced
functionality available in our premium offering.
2
Markets
& Competition
Our
SharpSpring product competes primarily in the marketing automation
market. Based on industry reports, our growth rate and the growth
rate of our competitors, we believe the market for marketing
automation technology is currently growing at approximately 30% per
year overall. The market for marketing automation software and
related solutions is new and evolving, with high barriers to entry
due to the complex nature of the technology. SharpSpring entered
the market in 2014 with a highly competitive offering that achieved
meaningful customer adoption in its first few years after launch.
As of September 30, 2019, SharpSpring had approximately 2,400
paying customers and approximately 8,500 businesses using the
platform, including agencies, agency clients and direct end user
customers. We face competition from cloud-based software and SaaS
companies including HubSpot, Act-On, Pardot (part of
Salesforce.com), ActiveCampaign and Infusionsoft. We differentiate
ourselves from the competition with the integration of specific
tools designed for digital marketing agencies, and with
SharpSpring’s advanced features, ease of use, platform
flexibility, and value compared to other competitive offerings.
SharpSpring is designed as a solution for small or mid-sized
businesses, but focuses on selling to marketing agencies, who serve
as partners providing a distribution channel to their clients. We
estimate there are over 50,000 digital marketing agencies in the
United States. As of September 30, 2019, we believe we had the
second highest number of digital marketing agency customers in
comparison to our competitors.
Since inception,
the majority of our SharpSpring customers have been digital
marketing agencies. A digital marketing agency is a firm that
specializes in helping clients, usually small or mid-sized
businesses, with their digital marketing initiatives like websites,
email marketing, search engine optimization, social campaigns,
pay-per-click advertising and other digital lead generation
activities. We have built special tools in the SharpSpring
application to allow agencies to manage their clients on the
platform and optimize their efforts across their portfolio. We also
have special pricing to agency customers to allow them the
flexibility to resell the platform at a profit and manage their
client relationships. In general, when we sell SharpSpring to an
agency customer, we provide the agency with a SharpSpring license
for the agency to use, plus a 3-pack of client licenses for the agency
to deploy to their client base. This agency license and the pack of
licenses are generally sold for a monthly recurring fee, plus an
up-front onboarding fee. The agency has complete discretion over
the pricing of the platform to their clients for the use,
implementation and services related to SharpSpring. If an agency
utilizes its pack of licenses and adds additional clients on to the
platform, there is a monthly per-client fee charged to the agency
based on the number of additional licenses the agency has deployed
to their clients. Additionally, we charge customers for certain
items if volume or transactional limits are exceeded, such as
emails sent or contacts stored in the platform. In most cases, we
provide support to the agency and the agency provides support to
their clients on the platform, but for additional fees, we can
provide product support to the agency’s client directly. Our
objective is to partner with the agencies to grow and expand our
businesses together using the SharpSpring platform.
Some of
the statements contained in this prospectus and incorporated by
reference are forward-looking statements. Forward-looking
statements involve risks and uncertainties, such as statements
about our plans, objectives, expectations, assumptions or future
events. In some cases, you can identify forward-looking statements
by terminology such as “anticipate,”“estimate,”“plan,”“project,”“continuing,”“ongoing,”“expect,”“we believe,”“we
intend,”“may,”“should,”“will,”“could” and similar expressions
denoting uncertainty or an action that may, will or is expected to
occur in the future. These statements involve estimates,
assumptions, known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from
any future results, performances or achievements expressed or
implied by the forward- looking statements.
Examples of
forward-looking statements include, but are not limited
to:
●
the timing of the
development of future products;
●
projections of
costs, revenue, earnings, capital structure and other financial
items;
●
statements of our
plans and objectives;
●
statements
regarding the capabilities of our business operations;
●
statements of
expected future economic performance;
●
statements
regarding competition in our market; and
●
assumptions
underlying statements regarding us or our business.
Forward-looking
statements are neither historical facts nor assurances of future
performance. Instead, they are based only on our current beliefs,
expectations and assumptions regarding the future of our business,
future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our
control. Our actual results and financial condition may differ
materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking
statements. Important factors that could cause our actual results
and financial condition to differ materially from those indicated
in the forward-looking statements include, among others, the
following:
●
strategic actions,
including acquisitions and dispositions and our success in
integrating acquired businesses, including, without limitation, our
recent acquisition of the assets used under the Perfect Audience
brand name;
●
the ability of our
agency partners to resell the SharpSpring platform to their
clients;
●
the occurrence of
hostilities, political instability or catastrophic
events;
●
changes in customer
demand;
●
the extent to which
we are successful in gaining new long-term relationships with
customers or retaining existing ones and the level of service
failures that could lead customers to use competitors’
services;
●
developments and
changes in laws and regulations, including increased regulation of
our industry through legislative action and revised rules and
standards;
●
security breaches,
cybersecurity attacks and other significant disruptions in our
information technology systems; and
●
natural events such
as severe weather, fires, floods and earthquakes or man-made or
other disruptions of our operating systems, structures or
equipment.
The
ultimate correctness of these forward-looking statements depends
upon a number of known and unknown risks and events. We discuss our
known material risks in the section entitled “Risk
Factors” in this prospectus beginning on page 5 and in our
Annual Report on Form 10-K for the year ended December 31, 2018.
Many factors could cause our actual results to differ materially
from the forward-looking statements. In addition, we cannot assess
the impact of each factor on our business or the extent to which
any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements.
The
forward-looking statements speak only as of the date on which they
are made, and, except as required by law, we undertake no
obligation to update any forward-looking statement to reflect
events or circumstances after the date on which the statement is
made or to reflect the occurrence of unanticipated
events.
An
investment in our securities involves a high degree of risk. Before
making an investment decision, you should consider carefully the
risks described under the heading “Risk Factors” in our
Annual Report on Form 10-K for the fiscal year ended December 31,2018, and any subsequent Annual Report on Form 10-K or Quarterly
Report on Form 10-Q, which are incorporated by reference into this
prospectus, as well as the other information included or
incorporated by reference in this prospectus or a prospectus
supplement. Our business, prospects, financial condition, or
operating results could be harmed by any of these risks, as well as
other risks not currently known to us or that we currently consider
immaterial. The trading price of our securities could decline due
to any of these risks, and, as a result, you may lose all or part
of your investment. The prospectus supplement applicable to each
underwritten offering of securities through an underwriter, dealer,
or agent will contain additional information about risks applicable
to an investment in us and the applicable securities.
We will
not receive any proceeds from the sale or other disposition of the
shares of common stock covered hereby by the selling stockholders.
The selling stockholders will bear all commissions and discounts,
if any, attributable to the sale or other disposition of the shares
covered hereby. We will bear all other costs, expenses and fees in
connection with the registration of the shares.
The
following information describes our capital stock and the common
stock that the selling stockholders may offer pursuant to the
registration statement of which this prospectus forms a part, as
well as provisions of our amended certificate of incorporation and
bylaws. This description is only a summary. You should also refer
to our amended certificate of incorporation and bylaws both as
filed with the SEC as exhibits to our registration statement, of
which this prospectus forms a part.
General
Our
authorized capital stock consists of 50,000,000 shares of common
stock, par value $0.001 per share and 5,000,000 shares of preferred
stock, par value $0.001 per share. The following description of our
common stock is intended as a summary only and is qualified in its
entirety by reference to our amended certificate of incorporation
and bylaws, which have been filed previously with the SEC, and
applicable provisions of Delaware law.
Common
Stock
As of
December 16, 2019, 11,517,163 shares of our common stock were
outstanding. All outstanding shares of our common stock are fully
paid and non-assessable.
Holders
of our common stock are entitled to one vote for each share held of
record on all matters to be voted on by stockholders. There is no
cumulative voting with respect to the election of directors, with
the result that directors will be elected by a plurality of the
votes cast. Our stockholders have no conversion, preemptive or
other subscription rights and there are no sinking fund or
redemption provisions applicable to the common stock.
Holders
of our common stock are entitled to receive dividends when, as and
if declared by our board of directors out of funds legally
available for this purpose. In the event of our liquidation,
dissolution or winding up, holders of our common stock are entitled
to receive on a proportional basis any assets remaining available
for distribution after payment of our liabilities.
5
Limitation
of Liability
As
permitted by the General Corporation Law of the State of Delaware,
our amended certificate of incorporation provides that our
directors shall not be personally liable to us or our stockholders
for monetary damages for breach of fiduciary duty as a director,
except for liability:
●
for any breach of
the director’s duty of loyalty to us or our
stockholders;
●
for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law;
●
under section 174
of the Delaware law, relating to unlawful payment of dividends or
unlawful stock purchases or redemption of stock; or
●
for any transaction
from which the director derives an improper personal
benefit.
As a
result of this provision, we and our stockholders may be unable to
obtain monetary damages from a director for breach of his or her
duty of care.
Our
amended certificate of incorporation provides for the
indemnification of our directors and officers, and, to the extent
authorized by our board in its sole and absolute discretion,
employees and agents, to the full extent authorized by, and subject
to the conditions set forth in the Delaware law.
Anti-Takeover
Provisions
Certain
of our charter, statutory and contractual provisions could make the
removal of our management and directors more difficult and may
discourage transactions that otherwise could involve payment of a
premium over prevailing market prices for our common stock.
Furthermore, the existence of the foregoing provisions, as well as
the significant common stock beneficially owned by our executive
officers, and certain members of our board of directors, could
lower the price that investors might be willing to pay in the
future for shares of our common stock. They could also deter
potential acquirers of our Company, thereby reducing the likelihood
that you could receive a premium for your common stock in an
acquisition.
In
addition to the board of directors’ ability to issue shares
of preferred stock, our amended certificate of incorporation and
bylaws contain the following provisions that may have the effect of
discouraging unsolicited acquisition proposals:
●
prohibit cumulative
voting in the election of directors, which would otherwise allow
less than a majority of stockholders to elect director
candidates;
●
empower our board
of directors to fill any vacancy on our board of directors, whether
such vacancy occurs as a result of an increase in the number of
directors or otherwise;
●
provide that our
board of directors is expressly authorized to adopt, amend or
repeal our bylaws; and
●
provide that our
directors will be elected by a plurality of the votes cast in the
election of directors.
These
provisions could lower the price that future investors might be
willing to pay for shares of our common stock.
6
Delaware Law
Section
203 of the Delaware General Corporation Law is applicable to
takeovers of certain Delaware corporations, including us. Subject
to exceptions enumerated in Section 203, Section 203 provides that
a corporation shall not engage in any business combination with any
“interested stockholder” for a three-year period
following the date that the stockholder becomes an interested
stockholder unless:
●
prior to that date,
the board of directors of the corporation approved either the
business combination or the transaction that resulted in the
stockholder becoming an interested stockholder;
●
upon consummation
of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time
the transaction commenced, though some shares may be excluded from
the calculation; or
●
on or subsequent to
that date, the business combination is approved by the board of
directors of the corporation and by the affirmative votes of
holders of at least two-thirds of the outstanding voting stock that
is not owned by the interested stockholder.
Except
as specified in Section 203, an interested stockholder is generally
defined to include any person who, together with any affiliates or
associates of that person, beneficially owns, directly or
indirectly, 15% or more of the outstanding voting stock of the
corporation, or is an affiliate or associate of the corporation and
was the owner of 15% or more of the outstanding voting stock of the
corporation, any time within three years immediately prior to the
relevant date. Under certain circumstances, Section 203 makes it
more difficult for an interested stockholder to effect various
business combinations with a corporation for a three-year period,
although the stockholders may elect not to be governed by this
section, by adopting an amendment to the certificate of
incorporation or bylaws, effective 12 months after adoption. Our
certificate of incorporation, as amended, and bylaws do not opt out
from the restrictions imposed under Section 203. We anticipate that
the provisions of Section 203 may encourage companies interested in
acquiring us to negotiate in advance with the board because the
stockholder approval requirement would be avoided if a majority of
the directors then in office excluding an interested stockholder
approve either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder.
These provisions may have the effect of deterring hostile takeovers
or delaying changes in control, which could depress the market
price of our common stock and deprive stockholders of opportunities
to realize a premium on shares of common stock held by
them.
Contractual Provisions
Our
employee stock option agreements include change-in-control
provisions that allow us to grant options or stock purchase rights
that may become vested immediately upon a change in control. The
terms of change of control provisions contained in certain of our
senior executive employee agreements may also discourage a change
in control of our Company.
Our
board of directors also has the power to adopt a stockholder rights
plan that could delay or prevent a change in control of our Company
even if the change in control is generally beneficial to our
stockholders. These plans, sometimes called “poison
pills,” are oftentimes criticized by institutional investors
or their advisors and could affect our rating by such investors or
advisors. If our board of directors adopts such a plan, it might
have the effect of reducing the price that new investors are
willing to pay for shares of our common stock.
Together, these
charter, statutory and contractual provisions could make the
removal of our management and directors more difficult and may
discourage transactions that otherwise could involve payment of a
premium over prevailing market prices for our common stock.
Furthermore, the existence of the foregoing provisions, as well as
the significant common stock beneficially owned by our founder,
executive officers, and certain members of our board of directors,
could limit the price that investors might be willing to pay in the
future for shares of our common stock. They could also deter
potential acquirers of our Company, thereby reducing the likelihood
that you could receive a premium for your common stock in an
acquisition.
7
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Direct
Transfer LLC FKA Interwest Transfer Company, Inc. The transfer
agent and registrar’s address is 1981 E. Murray Holladay Rd.
#100, Salt Lake City, UT84117. The transfer agent’s
telephone number is (801) 272-9294.
Listing
Our
common stock is listed on The NASDAQ Capital Market under the
symbol “SHSP.”
The
shares of common stock covered hereby were issued and sold by us in
accordance with the terms of a Purchase Agreement dated November20, 2019 (the “Share Purchase Agreement”) by and among
the Company and investors party thereto. The offering and sale of
the shares was exempt from registration requirements under the
Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(a)(2) of the Securities Act and
Rule 506 of Regulation D promulgated thereunder.
In
connection with the Share Purchase Agreement, the Company entered
into a Registration Rights Agreement dated as of November 20, 2019
(the “Registration Rights Agreement”). Under the
Registration Rights Agreement and subject to the terms and
conditions thereof, we are required to register the shares of
common stock for sale or other disposition by the holders thereof
and, subject to certain limitations, to maintain the effectiveness
of the registration statement of which this prospectus forms a
part, until all of the shares of common stock covered hereby are
sold or disposed of or certain other conditions are
met.
The
following table sets forth certain information regarding the
beneficial ownership of shares of our common stock and the number
of shares of our common stock being registered for sale or or other
disposition by the selling stockholders named below. The selling
stockholders may sell or otherwise dispose of some, all or none of
the shares of common stock listed below. In addition, the selling
stockholders may sell or otherwise dispose of some or all of the
shares of common stock covered by the prospectus. The following
table assumes that all of the shares of our common stock covered by
this prospectus will be sold by the selling
stockholders.
Name of Selling
stockholder
Number of Shares
of Common Stock Beneficially Owned Prior to the
Offering
% (1)
Number of Shares
of Common Stock Offered
Number of Shares
of Common Stock Beneficially Owned After the Offering
% (1)
Special Situations
Private Equity Fund, L.P. (2)
210,234
1.8%
55,556
154,678
1.3%
Special Situations
Technology Fund, L.P. (2)
66,687
*
35,555
31,132
*
Special Situations
Technology Fund II, L.P. (2)
317,877
2.8%
186,667
131,210
1.1%
Greenhaven Road
Capital Fund 1, L.P. (3)
672,422
5.8%
137,250
535,172
4.6%
Greenhaven Road
Capital Fund 2, L.P. (3)
688,399
6.0%
140,528
547,871
4.8%
*
Less than
1%.
(1)
Percentage
ownership is based on 11,517,163 shares of common stock outstanding
as of December 16, 2019. Beneficial ownership is determined in
accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and generally includes shares over which the
selling stockholder has voting or dispositive power, including any
shares the selling stockholder has the right to acquire within 60
days of December 18, 2019.
(2)
AWM Investment
Company, Inc. (“AWM”) is the investment adviser to the
Special Situations Private Equity Fund, L.P., the Special
Situations Technology Fund, L.P. and the Special Situations
Technology Fund II, L.P. (collectively, the “SSF
Funds”). As the investment adviser to the SSF Funds, AWM
holds sole voting and investment power over the shares of common
stock held by the SSF Funds. Austin W. Marxe, David M. Greenhouse
and Adam Stettner are the principal owners of AWM.
(3)
The General Partner
of Greenhaven Road Capital Fund 1, L.P. and Greenhaven Road Capital
Fund 2, L.P. (together, the “Greenhaven Funds”) is MVM
Funds, LLC, an investment management firm. Scott Stewart Miller,
Jr., a director of the Company, serves as Managing Member of MVM
Funds, LLC. The Greenhaven Funds are the direct beneficial owners
of the shares of common stock listed, and Mr. Miller will not
receive any compensation directly relating to such
shares.
None of
the selling stockholders is a broker-dealer or an affiliate of a
broker-dealer.
The
selling stockholders, which as used herein includes donees,
pledgees, transferees or other successors-in-interest selling
shares of common stock or interests in shares of common stock
received after the date of this prospectus from a selling
stockholder as a gift, pledge, partnership distribution or other
transfer, may, from time to time, sell, transfer or otherwise
dispose of any or all of their shares of common stock or interests
in shares of common stock on any stock exchange, market or trading
facility on which the shares are traded or in private transactions.
These dispositions may be at fixed prices, at prevailing market
prices at the time of sale, at prices related to the prevailing
market price, at varying prices determined at the time of sale, or
at negotiated prices.
The
selling stockholders may use any one or more of the following
methods when disposing of shares or interests therein:
●
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
●
block
trades in which the broker-dealer will attempt to sell the shares
as agent, but may position and resell a portion of the block as
principal to facilitate the transaction;
●
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its account;
●
an
exchange distribution in accordance with the rules of the
applicable exchange;
●
privately
negotiated transactions;
●
short
sales effected after the date the registration statement of which
this prospectus is a part is declared effective by the
SEC;
●
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;
●
broker-dealers
may agree with the selling stockholders to sell a specified number
of such shares at a stipulated price per share;
●
a
combination of any such methods of sale; and
●
any
other method permitted by applicable law.
The
selling stockholders may, from time to time, pledge or grant a
security interest in some or all of the shares of common stock
owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and
sell the shares of common stock, from time to time, under this
prospectus, or under an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act
amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders
under this prospectus. The selling stockholders also may transfer
the shares of common stock in other circumstances, in which case
the transferees, pledgees or other successors in interest will be
the selling beneficial owners for purposes of this
prospectus.
In
connection with the sale of our common stock or interests therein,
the selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn
engage in short sales of the common stock in the course of hedging
the positions they assume. The selling stockholders may also sell
shares of our common stock short and deliver these securities to
close out their short positions, or loan or pledge the common stock
to broker-dealers that in turn may sell these securities. The
selling stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions or
the creation of one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of
shares offered by this prospectus, which shares such broker-dealer
or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such
transaction).
The
aggregate proceeds to the selling stockholders from the sale of the
common stock offered by them will be the purchase price of the
common stock less discounts or commissions, if any. Each of the
selling stockholders reserves the right to accept and, together
with their agents from time to time, to reject, in whole or in
part, any proposed purchase of common stock to be made directly or
through agents. We will not receive any of the proceeds from this
offering.
The
selling stockholders also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the
Securities Act, provided that they meet the criteria and conform to
the requirements of that rule.
The
selling stockholders and any underwriters, broker-dealers or agents
that participate in the sale of the common stock or interests
therein may be “underwriters” within the meaning of
Section 2(a)(11) of the Securities Act. Any discounts, commissions,
concessions or profit they earn on any resale of the shares may be
underwriting discounts and commissions under the Securities Act.
Selling stockholders who are “underwriters” within the
meaning of Section 2(a)(11) of the Securities Act will be subject
to the prospectus delivery requirements of the Securities
Act.
To
the extent required, the shares of our common stock to be sold, the
names of the selling stockholders, the respective purchase prices
and public offering prices, the names of any agents, dealer or
underwriter, any applicable commissions or discounts with respect
to a particular offer will be set forth in an accompanying
prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this
prospectus.
10
In
order to comply with the securities laws of some states, if
applicable, the common stock may be sold in these jurisdictions
only through registered or licensed brokers or dealers. In
addition, in some states the common stock may not be sold unless it
has been registered or qualified for sale or an exemption from
registration or qualification requirements is available and is
complied with.
We
have advised the selling stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of
shares in the market and to the activities of the selling
stockholders and their affiliates. In addition, to the extent
applicable we will make copies of this prospectus (as it may be
supplemented or amended from time to time) available to the selling
stockholders for the purpose of satisfying the prospectus delivery
requirements of the Securities Act. The selling stockholders may
indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities
Act.
We
have agreed to indemnify the selling stockholders against
liabilities, including liabilities under the Securities Act and
state securities laws, relating to the registration of the shares
offered by this prospectus.
We
have agreed with the selling stockholders to keep the registration
statement of which this prospectus constitutes a part effective
until the earlier of (i) the date that such securities become
eligible for resale without volume or manner-of-sale restrictions
and without current public information pursuant to Rule 144 and
certain other conditions have been satisfied, or (ii) all of the
securities have been sold or otherwise disposed of pursuant to the
registration statement of which this prospectus forms a part or in
a transaction in which the transferee receives freely tradable
shares.
Certain
legal matters will be passed upon for us by Godfrey & Kahn,
S.C., Milwaukee, Wisconsin. Additional legal matters may be passed
upon for any underwriters, dealers or agents, by counsel that will
be named in the applicable prospectus supplement.
The
consolidated financial statements of SharpSpring, Inc. appearing in
the Company’s Annual Report on Form 10-K for the
year ended December 31, 2018, have been audited by Cherry Bekaert
LLP, independent registered public accounting firm, as set forth in
their report thereon, included therein, and incorporated by
reference herein. Such consolidated financial statements are
incorporated by reference herein in reliance upon such report given
on the authority of such firm as experts in accounting and
auditing.
We are
subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended, and file annual, quarterly and current
reports, proxy statements and other information with the SEC. SEC
filings are also available at the SEC’s web site at
http://www.sec.gov.
This
prospectus is only part of a registration statement on Form S-3
that we have filed with the SEC under the Securities Act and
therefore omits certain information contained in the registration
statement. We have also filed exhibits and schedules with the
registration statement that are excluded from this prospectus, and
you should refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or
other document. You may view a copy of the registration statement,
including the exhibits and schedules, without charge, at the
SEC’s web site at http://sec.gov.
We also
maintain a website at www.sharpspring.com, through which you can
access our SEC filings. The information set forth on, or accessible
from, our website is not part of this prospectus.
The SEC
allows us to “incorporate by reference” the information
we have filed with it, which means that we can disclose important
information to you by referring you to another document that we
have filed separately with the SEC. You should read the information
incorporated by reference because it is an important part of this
prospectus. Any statement in a document we incorporate by reference
into this prospectus will be considered to be modified or
superseded to the extent a statement contained in this prospectus
or any other subsequently filed document that is incorporated by
reference into this prospectus modifies or supersedes that
statement. The modified or superseded statement will not be
considered to be a part of this prospectus, except as modified or
superseded. We incorporate by reference the following information
or documents that we have filed with the SEC (excluding those
portions of any document that are “furnished” and not
“filed” in accordance with SEC rules):
The description of
our common stock set forth in our Registration Statement on Form
8-A filed with the SEC on January 27, 2014, including any
amendments or reports filed for the purpose of updating such
description.
We also
incorporate by reference all documents filed by us pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date on which we filed the registration statement of which this
prospectus is a part and prior to the termination of this offering
(excluding those portions of any document that are
“furnished” and not “filed” in accordance
with SEC rules).
Statements made in
this prospectus or in any document incorporated by reference in
this prospectus as to the contents of any contract or other
document referred to herein or therein are not necessarily
complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the
documents incorporated by reference, each such statement being
qualified in all material respects by such reference.
You may
obtain a copy of the foregoing documents from us without charge by
writing or calling us at the following address and telephone
number:
You
should rely only on information contained in, or incorporated by
reference into, this prospectus and any prospectus supplement. We
have not authorized anyone to provide you with information
different from that contained in this prospectus or any prospectus
supplement or incorporated by reference in this prospectus or any
prospectus supplement. We are not making offers to sell the
securities in any jurisdiction in which such an offer or
solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to anyone to
whom it is unlawful to make such offer or
solicitation.
13
Dates Referenced Herein and Documents Incorporated by Reference
