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): December 1, 2015 (November 30, 2015)
SharpSpring,
Inc.
(Exact
name of registrant as specified in its charter)
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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.
Employer
Identification No.)
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304
West University Avenue, Gainesville, FL
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32601
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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:
877-705-9362
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SMTP,
Inc.
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(Former
name or former address, if changed since last report)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
November 30, 2015 SMTP, Inc. (the “
Company
”) filed a Certificate of Amendment to its Certificate of Incorporation
with the Secretary of State of the State of Delaware to change its name to SharpSpring, Inc. The Certificate of Amendment became
effective at 5:00 p.m. EST on November 30, 2015. The name change was effected by the Company’s Board of Directors pursuant
to Section 242 of the General Corporation Law of the State of Delaware. Stockholder approval was not required.
Effective
today, the Company trades under the ticker symbol “SHSP” with the new CUSIP number of 820054 104. Outstanding stock
certificates representing shares of common stock of the Company will continue to be valid and need not be exchanged in connection
with the name change.
A
copy of the Certificate of Amendment is filed as
Exhibit 3.1
to this report and is incorporated herein by reference.
Item
8.01 Other Events.
On
December 1, 2015 the Company issued a press release announcing its name change and ticker symbol change. The full text of the
press release is attached as
Exhibit 99.1
to this report and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit
No.
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Description
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3.1
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Certificate
of Amendment dated November 18, 2015
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99.1
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Press
Release dated December 1, 2015
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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.
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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:
December 1, 2015
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
SMTP,
Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby
certify:
First
:
That the name of this corporation (the “
Corporation
”) is SMTP, Inc.
Second:
That
this Certificate of Amendment (the
“Certificate of Amendment”
)
amends the provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State on
November
22, 2010 (the “
Certificate of Incorporation
”).
Third:
The Board of Directors of the Corporation, by unanimous written consent pursuant to Section 141(f) of the General Corporation
Law of the State of Delaware, duly adopted the following amendments to the Certificate of Incorporation:
Fourth:
That Article FIRST of the Certificate of Incorporation is amended to read in its entirety as follows:
First
:
That the name of this corporation (the “
Corporation
”) is SharpSpring, Inc.
Fifth
:
This Certificate of Amendment
to the Certificate of Incorporation of the Corporation
shall become effective on November 30, 2015, at 5:01 pm Eastern Time.
Sixth
:
That said amendments to the Certificate of Incorporation were duly adopted in accordance with Section 242 of the General Corporation
Law of the State of Delaware.
IN
WITNESS WHEREOF
, the undersigned has executed this
Certificate of Amendment
as
of the 18
th
day of November, 2015.
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SMTP,
INC.
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By:
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/s/
Edward Lawton
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Edward
Lawton,
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Chief
Financial Officer
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SMTP
Changes Name to SharpSpring and Stock Symbol to “SHSP” Effective Today
Name
Change Reflects Focus on Marketing Automation as well as New Management and Corporate Headquarters
GAINESVILLE,
FL
–
December 1, 2015
– SMTP, Inc. (NASDAQ: SMTP), a global provider of cloud-based marketing technologies,
has changed its name to SharpSpring, Inc. and stock ticker from “SMTP” to “SHSP,” effective at the beginning
of trading today.
“I
am very excited to unify our organization under the SharpSpring brand,” said Rick Carlson, CEO of SharpSpring. “Over
the past year, SharpSpring has gone from the smallest piece of the overall business to the largest piece and this name change
aligns us behind our strongest brand and strategic focus.”
“Over
the past year and a half, we have evolved from an email delivery company into a leading marketing automation technology provider
that consistently wins business against the biggest names in the industry. SharpSpring has become a powerful brand in the marketplace,
and in light of this, we have now chosen SharpSpring to be our corporate identity as well. SharpSpring is the future of the company
from a brand and product perspective, and we look forward to benefiting from a more unified and streamlined brand strategy.”
About
SharpSpring, Inc.
SharpSpring,
Inc.
(NASDAQ: SHSP) is a rapidly growing, global provider of cloud-based marketing and email software solutions, ranging from
marketing automation to scalable transactional email, email marketing, and mobile marketing services. The company’s product
lines, which include
SharpSpring
,
SMTP
and
GraphicMail
, are known for their innovation, flexible architecture,
ease of use, and cost-effectiveness — all backed by high-quality, multilingual customer support. Learn more at
www.sharpspring.com
,
www.smtp.com
, and
www.graphicmail.com
. (
SharpSpring, Inc. was formerly known as SMTP, Inc., and traded under
NASDAQ: SMTP.)
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,
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 the Company is subject, and various other factors beyond the Company’s
control.
Company
Contact:
Edward
Lawton
Chief
Financial Officer
617-500-0122
ir@smtp.com
Investor
Relations:
Liolios
Group, Inc.
Chris
Tyson
949-574-3860
SMTP@liolios.com