☑
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
|
|
For the fiscal year ended December 31, 2017
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from ______________ to
______________
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Delaware
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|
05-0502529
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(State or other jurisdiction of
|
|
(I.R.S. employer
|
incorporation or organization)
|
|
identification number)
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550 SW 2
nd
Avenue
Gainesville, FL
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|
32601
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(Address of principal executive offices)
|
|
(Zip Code)
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Title
of each class
|
|
Name of
each exchange on which registered
|
Common
Stock, $0.001 par value per share
|
|
The
NASDAQ Stock Market LLC
|
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
filer ☐
|
Smaller
reporting company ☑
|
(Do not check if a smaller reporting company)
|
Emerging
growth company ☐
|
|
|
Page
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|
PART I
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|
Item 1.
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Business
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4
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Item 1A.
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Risk
Factors
|
10
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Item 1B.
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Unresolved
Staff Comments
|
23
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Item 2.
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Properties
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23
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Item 3.
|
Legal
Proceedings
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23
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Item 4
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Mine
Safety Disclosures
|
23
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PART II
|
|
Item 5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
24
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Item 6.
|
Selected
Financial Data
|
26
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Item 7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
27
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Item 7A.
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Quantitative
and Qualitative Disclosures About Market Risk
|
32
|
Item 8.
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Financial
Statements and Supplementary Data
|
32
|
Item 9.
|
Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
|
32
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Item 9A.
|
Controls
and Procedures
|
32
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Item 9B.
|
Other
Information
|
32
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|
PART III
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|
Item 10.
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Directors,
Executive Officers and Corporate Governance
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33
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Item 11.
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Executive
Compensation
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33
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Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
33
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Item 13.
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Certain
Relationships and Related Transactions, and Director
Independence
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33
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Item 14.
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Principal
Accounting Fees and Services
|
33
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PART IV
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|
Item 15.
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Exhibits,
Financial Statement Schedules
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34
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Item 16.
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Form
10-K Summary
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34
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Signatures
|
|
35
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●
|
divert
management’s attention;
|
●
|
result
in costly and time-consuming litigation;
|
●
|
require
us to enter into royalty or licensing agreements, which may not be
available on acceptable terms, or at all;
|
●
|
in the
case of open source software-related claims, require us to release
our software code under the terms of an open source license;
or
|
●
|
require
us to redesign our software and services to avoid
infringement.
|
●
|
authorize
our board of directors to create and issue, without stockholder
approval, preferred stock, thereby increasing the number of
outstanding shares, which can deter or prevent a takeover
attempt;
|
●
|
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.
|
|
|
High
|
Low
|
|
|
|
|
2016 |
1st
Quarter
|
$
4.31
|
$
2.90
|
|
2nd
Quarter
|
$
5.68
|
$
3.06
|
|
3rd
Quarter
|
$
6.30
|
$
4.48
|
|
4
th
Quarter
|
$
5.75
|
$
5.01
|
2017 |
1st
Quarter
|
$
5.80
|
$
4.07
|
|
2nd
Quarter
|
$
4.99
|
$
3.52
|
|
3rd
Quarter
|
$
4.75
|
$
3.07
|
|
4
th
Quarter
|
$
4.86
|
$
3.27
|
Plan
category
|
Number of
securities
to be issued
upon
exercise of
outstanding
options,
warrants and
rights
(a)
|
Weighted-average
exercise price
of
outstanding
options,
warrants and
rights
(b)
|
Number of
securities
remaining
available for
future
issuance under
equity
compensation plans
(excluding
securities reflected
in column
(a))
(c)
|
Equity compensation
plans approved by security holders (1)
|
1,069,330
|
$
5.11
|
548,736
|
Equity compensation
plans not approved by security holders (2)
|
80,000
|
$
7.81
|
-0-
|
Total
|
1,149,330
|
$
5.30
|
548,736
|
(1)
|
Reflects
our 2010 Employee Stock Plan, as amended for the benefit of our
directors, officers, employees and consultants. We have reserved
1,950,000 shares of common stock for such persons pursuant to that
plan.
|
(2)
|
Comprised
of common stock purchase warrants we issued for
services.
|
|
|
|
|
Percent
|
|
|
|
Change
|
Change
|
|
Year Ended December 31,
|
from
|
from
|
|
|
2017
|
2016
|
Prior Year
|
Prior Year
|
Revenues and Cost of Sales:
|
|
|
|
|
Revenues
|
$
13,448,752
|
$
11,541,702
|
$
1,907,050
|
17
%
|
Cost
of Sales
|
4,996,745
|
4,462,440
|
534,305
|
12
%
|
Gross
Profit
|
$
8,452,007
|
$
7,079,262
|
$
1,372,745
|
19
%
|
|
|
|
|
Percent
|
|
|
|
Change
|
Change
|
|
Year Ended December 31,
|
from
|
from
|
|
|
2017
|
2016
|
Prior Year
|
Prior Year
|
Operating expenses:
|
|
|
|
|
Sales
and marketing
|
$
6,983,208
|
$
5,340,351
|
$
1,642,857
|
31
%
|
Research
and development
|
2,883,714
|
2,308,650
|
575,064
|
25
%
|
General
and administrative
|
5,346,136
|
4,418,500
|
927,636
|
21
%
|
Change
in earn out liability
|
-
|
219,473
|
(219,473
)
|
-100
%
|
Intangible
asset amortization
|
527,468
|
1,360,105
|
(832,637
)
|
-61
%
|
Impairment
of intangible assets
|
-
|
1,459,541
|
(1,459,541
)
|
-100
%
|
|
$
15,740,526
|
$
15,106,620
|
$
633,906
|
4
%
|
|
|
|
|
Percent
|
|
|
|
Change
|
Change
|
|
Year Ended December 31,
|
from
|
from
|
|
|
2017
|
2016
|
Prior Year
|
Prior Year
|
Other
|
|
|
|
|
Other
income (expense), net
|
$
209,173
|
$
442,195
|
$
(233,022
)
|
-53
%
|
Provision
(benefit) for income tax
|
$
(2,104,108
)
|
$
(1,869,188
)
|
$
(234,920
)
|
13
%
|
|
|
|
|
|
|
|
Percent
|
|
|
|
|
|
Change
|
|
Change
|
|
Year Ended December 31,
|
|
from
|
|
from
|
||
|
2017
|
|
2016
|
|
Prior Year
|
|
Prior Year
|
Discontinued operations
|
|
|
|
|
|
|
|
Income from discontinued operations, net of tax
|
$ -
|
|
$10,666,985
|
|
($10,666,985)
|
|
-100%
|
2018
|
$
483,204
|
2019
|
373,015
|
2020
|
382,884
|
2021
|
292,843
|
2022
|
-
|
Thereafter
|
-
|
|
$
1,531,946
|
|
SharpSpring, Inc.
|
|
|
|
|
|
By:
|
/s/
Richard A. Carlson
|
|
|
Richard
A. Carlson
|
|
|
Chief
Executive Officer and President
(Principal
Executive Officer)
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Richard A. Carlson
|
|
Chief
Executive Officer and President (Principal Executive Officer),
Director
|
|
March
15, 2018
|
Richard
A. Carlson
|
|
|||
|
|
|
|
|
/s/
Edward S. Lawton
|
|
Chief
Financial Officer (Principal Financial Officer)
|
|
March
15, 2018
|
Edward
S. Lawton
|
|
|
|
|
|
|
|
|
|
/s/
Steven A. Huey
|
|
Chair
of the Board of Directors
|
|
March
15, 2018
|
Steven
A. Huey
|
|
|
|
|
|
|
|
|
|
/s/
Marietta Davis
|
|
Director
|
|
March
15, 2018
|
Marietta
Davis
|
|
|
|
|
|
|
|
|
|
/s/
John L. Troost
|
|
Director
|
|
March
15, 2018
|
John L.
Troost
|
|
|
|
|
|
|
|
|
|
/s/
David A. Buckel
|
|
Director
|
|
March
15, 2018
|
David
A. Buckel
|
|
|
|
|
|
|
|
|
|
/s/ Roy
W. Olivier
|
|
Director
|
|
March
15, 2018
|
Roy W.
Olivier
|
|
|
|
|
|
|
|
|
|
|
Page
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated
Balance Sheets
|
F-3
|
Consolidated
Statements of Comprehensive Loss
|
F-4
|
Consolidated
Statement of Changes in Shareholders’ Equity
|
F-5
|
Consolidated
Statements of Cash Flows
|
F-6
|
Notes
to the Consolidated Financial Statements
|
F-7
|
|
December 31,
|
December 31,
|
|
2017
|
2016
|
Assets
|
|
|
Cash
and cash equivalents
|
$
5,399,747
|
$
8,651,374
|
Accounts
receivable, net of allowance for doubtful accounts of $526,127 and
$508,288 at December 31, 2017 and December 31, 2016,
respectively
|
639,959
|
1,261,923
|
Income
taxes receivable
|
2,132,616
|
1,355,180
|
Other
current assets
|
267,924
|
1,396,642
|
Total
current assets
|
8,440,246
|
12,665,119
|
|
|
|
Property
and equipment, net
|
799,145
|
905,345
|
Goodwill
|
8,872,898
|
8,845,394
|
Other
intangible assets, net
|
2,326,000
|
2,850,635
|
Deferred
income taxes
|
-
|
32,996
|
Deposits
and other
|
25,000
|
30,464
|
Total
assets
|
$
20,463,289
|
$
25,329,953
|
|
|
|
Liabilities and Shareholders' Equity
|
|
|
Accounts
payable
|
$
504,901
|
$
498,534
|
Accrued
expenses and other current liabilities
|
625,680
|
953,171
|
Deferred
revenue
|
279,818
|
280,159
|
Income
taxes payable
|
171,384
|
484,349
|
Total
current liabilities
|
1,581,783
|
2,216,213
|
|
|
|
Deferred
income taxes
|
168,132
|
195,495
|
Total
liabilities
|
1,749,915
|
2,411,708
|
Commitments and contingencies (Note 17)
|
|
|
|
|
|
Shareholders'
equity:
|
|
|
Preferred
stock, $0.001 par value, 5,000,000 shares authorized, no shares
issued or outstanding at December 31, 2017 and December 31,
2016
|
-
|
-
|
Common
stock, $0.001 par value, Authorized shares-50,000,000; issued
shares-8,456,061 at December 31, 2017 and 8,380,663 at December 31,
2016; outstanding shares-8,436,061 at December 31, 2017 and
8,360,663 at December 31, 2016
|
8,456
|
8,381
|
Additional
paid in capital
|
28,362,397
|
27,556,398
|
Accumulated
other comprehensive loss
|
(480,762
)
|
(445,055
)
|
Accumulated
deficit
|
(9,092,717
)
|
(4,117,479
)
|
Treasury
stock
|
(84,000
)
|
(84,000
)
|
Total
shareholders' equity
|
18,713,374
|
22,918,245
|
|
|
|
Total
liabilities and shareholders' equity
|
$
20,463,289
|
$
25,329,953
|
|
|
|
|
Year
Ended
|
|
|
December
31,
|
|
|
2017
|
2016
|
Revenue
|
$
13,448,752
|
$
11,541,702
|
|
|
|
Cost
of services
|
4,996,745
|
4,462,440
|
Gross
profit
|
8,452,007
|
7,079,262
|
|
|
|
Operating
expenses:
|
|
|
Sales
and marketing
|
6,983,208
|
5,340,351
|
Research
and development
|
2,883,714
|
2,308,650
|
General
and administrative
|
5,346,136
|
4,418,500
|
Change
in earn out liability
|
-
|
219,473
|
Intangible
asset amortization
|
527,468
|
1,360,105
|
Impairment
of intangible assets
|
-
|
1,459,541
|
|
|
|
Total
operating expenses
|
15,740,526
|
15,106,620
|
|
|
|
Operating
loss
|
(7,288,519
)
|
(8,027,358
)
|
Other
income, net
|
209,173
|
442,195
|
|
|
|
Loss
before income taxes
|
(7,079,346
)
|
(7,585,163
)
|
Benefit
for income tax
|
(2,104,108
)
|
(1,869,188
)
|
Net
loss from continuing operations
|
(4,975,238
)
|
(5,715,975
)
|
Net
income from discontinued operations, net of tax
|
-
|
10,666,985
|
Net
(loss) income
|
$
(4,975,238
)
|
$
4,951,010
|
|
|
|
Net loss per share from continuing operations
|
|
|
Basic
net loss per share
|
$
(0.59
)
|
$
(0.72
)
|
Diluted
net loss per share
|
$
(0.59
)
|
$
(0.72
)
|
|
|
|
Net income per share from discontinued operations
|
|
|
Basic
net income per share
|
$
-
|
$
1.35
|
Diluted
net income per share
|
$
-
|
$
1.35
|
|
|
|
Net
(loss) income per share
|
|
|
Basic
net (loss) income per share
|
$
(0.59
)
|
$
0.63
|
Diluted
net (loss) income per share
|
$
(0.59
)
|
$
0.63
|
|
|
|
Shares
used in computing basic net (loss) income per share
|
8,395,319
|
7,895,197
|
Shares
used in computing diluted net (loss) income per share
|
8,395,319
|
7,895,197
|
|
|
|
Other
comprehensive income (loss):
|
|
|
Foreign
currency translation adjustment
|
(35,707
)
|
(302,442
)
|
Comprehensive
(loss) income
|
$
(5,010,945
)
|
$
4,648,568
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Additional
|
Other
|
|
|
|
|
|
Common
Stock
|
Paid in
|
Comprehensive
|
Treasury
Stock
|
Accumulated
|
|
||
|
Shares
|
Amount
|
Capital
|
Loss
|
Shares
|
Amount
|
Deficit
|
Total
|
Balance,
December 31, 2015
|
7,233,035
|
$
7,233
|
$
22,607,290
|
$
(142,613
)
|
-
|
$
-
|
$
(9,068,488
)
|
$
13,403,422
|
Stock
based compensation - stock options
|
-
|
-
|
510,002
|
-
|
-
|
-
|
-
|
510,002
|
Issuance
of common stock for cash
|
3,088
|
3
|
12,214
|
-
|
-
|
-
|
-
|
12,217
|
Issuance
of common stock for services
|
50,976
|
51
|
220,479
|
-
|
-
|
-
|
-
|
220,530
|
Issuance
of common stock for earn out payment
|
1,093,564
|
1,094
|
4,206,835
|
-
|
-
|
-
|
-
|
4,207,929
|
Receipt
of treasury shares of shares
|
-
|
-
|
-
|
-
|
20,000
|
(84,000
)
|
-
|
(84,000
)
|
Tax
benefit from stock-based award activity, net
|
-
|
-
|
(422
)
|
-
|
-
|
-
|
-
|
(422
)
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
(302,442
)
|
-
|
-
|
-
|
(302,442
)
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
-
|
4,951,010
|
4,951,010
|
Balance,
December 31, 2016
|
8,380,663
|
8,381
|
27,556,398
|
(445,055
)
|
20,000
|
(84,000
)
|
(4,117,479
)
|
22,918,245
|
Stock
based compensation - stock options
|
-
|
-
|
510,978
|
-
|
-
|
-
|
-
|
510,978
|
Issuance
of common stock for cash
|
15,387
|
15
|
22,105
|
-
|
-
|
-
|
-
|
22,120
|
Issuance
of common stock for services
|
60,011
|
60
|
272,916
|
-
|
-
|
-
|
-
|
272,976
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
(35,707
)
|
-
|
-
|
-
|
(35,707
)
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,975,238
)
|
(4,975,238
)
|
Balance,
December 31, 2017
|
8,456,061
|
$
8,456
|
$
28,362,397
|
$
(480,762
)
|
20,000
|
$
(84,000
)
|
$
(9,092,717
)
|
$
18,713,374
|
Leasehold
improvements
|
3-5
years
|
Furniture
and fixtures
|
3-5
years
|
Computing
equipment
|
3
years
|
Software
|
3-5
years
|
|
Year Ended
|
|
|
December 31,
|
|
|
2017
|
2016
|
Revenue
|
$
-
|
$
2,746,378
|
|
|
|
Cost
of services
|
-
|
642,013
|
Gross
profit
|
-
|
2,104,365
|
|
|
|
Operating
expenses:
|
|
|
Sales
and marketing
|
-
|
177,265
|
Research
and development
|
-
|
152,898
|
General
and administrative
|
-
|
474,048
|
|
|
|
Total
operating expenses
|
-
|
804,211
|
|
|
|
Operating
income
|
-
|
1,300,154
|
Other
income (expense), net, before gain on sale
|
-
|
-
|
|
|
|
Income
before income taxes, before gain on sale
|
-
|
1,300,154
|
Income
tax expense
|
-
|
447,675
|
Net
income, before gain on sale
|
$
-
|
$
852,479
|
|
|
|
Gain
on sale of discontinued operations
|
-
|
9,814,506
|
Income
from discontinued operations, net of income taxes
|
$
-
|
$
10,666,985
|
2018
|
$
459,996
|
2019
|
381,000
|
2020
|
332,004
|
2021
|
279,996
|
2022
|
228,000
|
Thereafter
|
645,004
|
Total
|
$
2,326,000
|
Cost
of services
|
$
83,544
|
Sales
and marketing
|
102,904
|
Research
and development
|
30,693
|
General
and administrative
|
77,108
|
|
$
294,249
|
|
Foreign Currency
|
|
Translation
|
|
Adjustment
|
Balance
as of December 31, 2016
|
$
(445,055
)
|
Other
comprehensive income (loss) prior to reclassifications
|
-
|
Amounts
reclassified from accumulated other comprehensive
income
|
-
|
Tax
effect
|
-
|
Net
current period other comprehensive loss
|
(35,707
)
|
Balance
as of December 31, 2017
|
$
(480,762
)
|
|
Year Ended
|
|
|
December 31,
|
|
|
2017
|
2016
|
Current
provision
|
$
(2,107,804
)
|
$
3,451,571
|
Payable
true-up
|
(1,922
)
|
101,783
|
Deferred
provision
|
5,618
|
179,159
|
Net
income tax provision
|
(2,104,108
)
|
3,732,513
|
Less:
net income tax provision from discontinued operations
|
-
|
(5,601,701
)
|
Net
income tax benefit from continuing operations
|
$
(2,104,108
)
|
$
(1,869,188
)
|
|
Year Ended
|
|
|
December 31,
|
|
|
2017
|
2016
|
From
continuing operations:
|
|
|
Federal
|
$
(1,944,618
)
|
$
(2,366,022
)
|
State
|
50,934
|
32,928
|
Foreign
|
(210,424
)
|
463,906
|
Net
income tax provision
|
$
(2,104,108
)
|
$
(1,869,188
)
|
|
|
|
From
discontinued operations:
|
|
|
Federal
|
$
-
|
$
5,531,353
|
State
|
-
|
70,348
|
Foreign
|
-
|
-
|
Net
income tax provision
|
$
-
|
$
5,601,701
|
|
Year Ended
December
31
,
|
||
|
2017
|
|
2016
|
Volatility
|
48% - 49%
|
|
38% - 50%
|
Risk-free interest rate
|
1.85% - 2.26%
|
|
1.12% - 1.93%
|
Expected term
|
6.25 years
|
|
6.25 years
|
|
|
Weighted
|
Weighted
|
Aggregate
|
|
Number of
|
Average
|
Average Remaining
|
Intrinsic
|
|
Options
|
Exercise Price
|
Contractual Life
|
Value
|
Outstanding
at December 31, 2016
|
1,128,368
|
$
5.12
|
7.0
|
$
514,439
|
|
|
|
|
|
Granted
|
357,500
|
4.78
|
|
|
Exercised
|
(15,387
)
|
1.44
|
|
|
Forfeited
|
(401,151
)
|
4.99
|
|
|
Outstanding
at December 31, 2017
|
1,069,330
|
$
5.11
|
7.8
|
$
90,007
|
|
|
|
|
|
Exercisable
at December 31, 2017
|
475,640
|
$
5.46
|
7.0
|
$
36,693
|
|
|
Weighted
|
Weighted
|
|
|
Number of
|
Average
|
Average Remaining
|
Intrinsic
|
|
Units
|
Exercise Price
|
Contractual Term
|
Value
|
Outstanding
at December 31, 2016
|
170,973
|
$
6.26
|
4.6
|
$
33,660
|
|
|
|
|
|
Granted
|
-
|
-
|
|
|
Cancelled
|
(90,973
)
|
4.90
|
|
|
Outstanding
at December 31, 2017
|
80,000
|
$
7.81
|
2.1
|
$
-
|
|
|
|
|
|
Exercisable
at December 31, 2017
|
80,000
|
$
7.81
|
2.1
|
$
-
|
2018
|
$
483,204
|
2019
|
373,015
|
2020
|
382,884
|
2021
|
292,843
|
2022
|
-
|
Thereafter
|
-
|
|
$
1,531,946
|
Exhibit
Number
|
|
Title of Document
|
|
Location
|
|
Certificate of Incorporation
|
|
Incorporated by reference to our Form S-1 filed on December 2,
2010
|
|
|
Amendment to Certificate of Incorporation
|
|
Incorporated by reference to our Form 8-K filed on December 17,
2013
|
|
|
Amendment to Certificate of Incorporation
|
|
Incorporated by reference to our Form 8-K filed December 1,
2015
|
|
|
Bylaws
|
|
Incorporated by reference to our Form S-1 filed on December 2,
2010
|
|
|
Extension Agreement dated March 15, 2016, by and between the
Company and RCTW, LLC.
|
|
Incorporated by reference to our Form 8-K filed on March 17,
2016
|
|
|
Asset Purchase Agreement dated August 12, 2014, by and between
the Company and RCTW, LLC
|
|
Incorporated by reference to our Form 8-K filed on August 15,
2014
|
|
|
Loan Agreement dated March 21, 2016, by and
among SharpSpring, Inc., Quattro Hosting LLC, SharpSpring
Technologies, Inc. and Western Alliance Bank
|
|
Incorporated by reference to our Form 8-K filed on March 22,
2016
|
|
|
Intellectual Property Security Agreement dated March 21, 2016,
by and among SharpSpring, Inc., Quattro Hosting LLC,
SharpSpring Technologies, Inc. and Western Alliance
Bank
|
|
Incorporated by reference to our Form 8-K filed on March 22,
2016
|
|
|
Loan and Security Modification Agreement dated June 24, 2016, by
and among SharpSpring, Inc., Quattro Hosting LLC, SharpSpring
Technologies, Inc. and Western Alliance Bank
|
|
Incorporated by reference to our Form 8-K filed on June 28,
2016
|
|
|
Loan
and Security Modification Agreement dated October 25, 2017, by and
among SharpSpring, Inc., Quattro Hosting LLC, SharpSpring
Technologies, Inc. and Western Alliance Bank
|
|
Incorporated by
reference to our Form 8-K filed on October 30, 2017
|
|
|
Amendment to 2010 Employee Stock Plan
|
|
Incorporated by reference to Appendix A to the Company’s
Definitive Schedule 14A filed on May 1, 2017
|
|
|
2010 Employee Stock Plan
|
|
Incorporated by reference to Form S-1 filed on December 2,
2010
|
|
|
Asset Purchase Agreement dated June 27, 2016, by and between
SharpSpring, Inc. and The Electric Mail Company
|
|
Incorporated by reference to our Form 8-K filed June 28,
2016
|
|
|
2017
Executive Bonus Plan
|
|
Incorporated by
reference to the Company’s Form 8-K filed May 5,
2017
|
|
|
Richard Carlson
Employee Agreement Amendment dated
February 8, 2018
|
|
Incorporated by
reference to the Company’s Form 8-K filed on February 12,
2018
|
|
|
Richard Carlson
Employee Agreement Amendment dated March 30, 2017
|
|
Incorporated by
reference to the Company’s Form 8-K filed on April 5,
2017
|
|
|
Richard Carlson
Employee Agreement dated September 13, 2015
|
|
Incorporated by
reference to our Form 8-K filed on September 14, 2015
|
|
|
Travis Whitton Employee Agreement Amendment dated February 8,
2018
|
|
Incorporated by
reference to the Company’s Form 8-K filed on February 12,
2018
|
|
|
Travis Whitton Employee Agreement Amendment dated July 28,
2017
|
|
Incorporated by
reference to the Company’s Form 8-K filed on
August 1, 2017
|
|
|
Travis Whitton Employee Agreement Amendment dated June 19,
2015
|
|
Incorporated by reference to our Form 8-K filed on July 8,
2016
|
|
|
Travis Whitton Employee Agreement dated August 15,
2014
|
|
Incorporated by reference to our Form 8-K filed on July 8,
2016
|
|
|
Edward Lawton Employee Agreement Amendment dated February 8,
2018
|
|
Incorporated by
reference to the Company’s Form 8-K filed on February 12,
2018
|
|
|
Edward Lawton Employee Agreement Amendment dated July 28,
2017
|
|
Incorporated by reference to the Company’s Form 8-K filed on
August 1, 2017
|
|
|
Edward Lawton Employee Agreement Amendment dated June 19,
2015
|
|
Incorporated by reference to the Company’s Form 8-K filed on
June 24, 2015
|
|
|
Edward Lawton Employee Agreement dated August 15, 2014
|
|
Incorporated by reference to the Company’s Form 8-K filed on
August 18, 2014
|
|
|
Code of Ethics and Business Standards
|
|
Incorporated by reference to our Form 8-K filed on January 14,
2014
|
|
|
Subsidiaries of the registrant
|
|
Incorporated by reference to Note 3 of the Financial Statements
included in Part II – Item 7 of this Form 10-K
|
|
|
Consent
of Independent Registered Public Accounting Firm - Cherry Bekaert
LLP
|
|
Filed
herewith
|
|
|
Certification of Principal Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
Certification of Principal Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
Furnished herewith
|
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
Furnished herewith
|
|
101.1
|
|
XBRL
|
|
Filed herewith
|
Date:
March 15, 2018
|
Signature:
|
/s/ Richard A. Carlson
|
|
|
Richard
A. Carlson
|
|
|
Principal
Executive Officer
|
|
|
Date:
March 15, 2018
|
Signature:
|
/s/ Edward Lawton
|
|
|
Edward
Lawton
|
|
|
Chief
Financial Officer
(Principal
Financial Officer)
|
Date:
March 15, 2018
|
/s/ Richard A. Carlson
|
|
Richard
A. Carlson
|
|
Chief
Executive Officer
(Principal
Executive Officer)
|
Date:
March 15, 2018
|
/s/ Edward S. Lawton
|
|
Edward
S. Lawton
|
|
Chief
Financial Officer
(Principal
Financial Officer)
|