Item 1.01 Entry into a Material Definitive Agreement

On December 16, 2020, SharpSpring, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") among the Company, Needham & Company, LLC and Lake Street Capital Markets, LLC, as representatives of the several other underwriters named in Schedule I to the Underwriting Agreement (the "Underwriters"), and Richard A. Carlson, the Chief Executive Officer and President of the Company, as the selling stockholder named on Schedule II to the Underwriting Agreement (the "Selling Stockholder"), relating to the offer and sale to the public (the "Offering") of 1,000,000 shares of the Company's common stock, $.001 par value per share (the "Common Stock"), at a price to the public of $15.00 per share. The Selling Stockholder granted to the Underwriters a 30-day option to purchase up to an additional 150,000 shares of Common Stock in the Offering.

Net proceeds from the Offering are expected to be approximately $13.9 million, after deducting the underwriting discount and estimated offering expenses payable by the Company. The Underwriters will purchase the shares of Common Stock sold in the Offering at a discount of $0.90 per share, representing 6.0% of the price to the public. The Company will not receive any proceeds from the sale of Common Stock, if any, by the Selling Stockholder.

The Offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-222850), which was declared effective by the Securities and Exchange Commission on February 9, 2018. A prospectus supplement and accompanying prospectus relating to the Offering will be filed with the Securities and Exchange Commission.

The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, indemnification obligations of the Company, the Selling Stockholder and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.

The foregoing description of the Underwriting Agreement does not purport to be complete, and is qualified by the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.




Item 8.01    Other Events

On December 16, 2020, the Company issued a press release announcing the pricing of the Offering. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Safe Harbor Statement

This Current Report on Form 8-K contains forward-looking information. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties, including those disclosed in Part I, Item IA, Risk Factors, in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, as amended, as updated by the Company's subsequently filed Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, and in the preliminary prospectus supplement related to the Proposed Offering to be filed with the SEC. These risks and uncertainties could cause actual results to differ materially from those currently anticipated or projected.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description



  1.1         Underwriting Agreement dated December 16, 2020, among the Company,
              Needham & Company, LLC and Lake Street Capital Markets, LLC, as
              representatives of the several other underwriters named in Schedule I
              to the Underwriting Agreement, and the Selling Stockholder named on
              Schedule II to the Underwriting Agreement
  5.1         Opinion of Godfrey & Kahn, S.C.
  23.1        Consent of Godfrey & Kahn, S.C. (included as part of Exhibit 5.1)
  99.1        Press release dated December 16, 2020

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