UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K/A


Amendment No. 1 to Form 10-K





(Mark One)





☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2015





☐TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ______________to
_______________.





Commission file number: 000-27145





SPENDSMART NETWORKS, INC.


(f/k/a The SpendSmart Payments Company)


(Exact Name of Registrant as Specified in its Charter)





Delaware

33-0756798(State or jurisdiction of incorporation
or organization)

(I.R.S. Employer Identification No.)





805 Aerovista Pkwy, Suite 205San Luis Obispo California

93401(Address and of principal
executive offices)

(Zip Code)





Registrant’s telephone number, including area
code:(877)
541-8398





Common Stock, par value $0.001 per share


(Title of class)





Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes☐No ☒





Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes☐
No☒





Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes ☒ No ☐





Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the registrant was required to submit
and post such files). Yes ☒ No ☐











Indicate by check mark if there is no disclosure of delinquent
filers in response to Item 405 of Regulation S-K contained in this
form, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K or any amendment to this Form
10-K. ☐





Indicate by check mark if the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See
definition of “accelerated filer and large accelerated
filer” in Rule 12b(2) of the Exchange Act. (Check
one).





Large
accelerated filer
☐         
Accelerated filer ☐        
Non-accelerated filer ☐ (1)   
    Smaller reporting company ☒


(1) Do not
check if a smaller reporting company





Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒





The aggregate market value of the voting and non-voting common
equity on June 30, 2015 held by non-affiliates of the registrant
(based on the average bid and asked price of such stock on such
date of $.66) was approximately $12,347,658. Shares of common stock
held by each officer of the Company (or of its wholly-owned
subsidiary) and director and by each person who owns 10% or more of
the outstanding common stock of the registrant have been excluded
in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive
determination for other purposes. Without acknowledging that any
individual director of registrant is an affiliate, all directors
have been included as affiliates with respect to shares owned by
them.





At April 8, 2016, there were 39,354,620 shares outstanding of the
issuer’s common stock, par value $0.001 per
share.





Documents
Incorporated by Reference


None.

















Explanatory Note





SpendSmart
Networks, Inc. (the “Company,”
“SpendSmart,” “we,” “us” or
“our”) is filing this Amendment No. 1 on Form
10-K/A (this “Amendment No. 1”) to amend our
Annual Report on Form 10-K for the year ended December 31,
2015, originally filed with the Securities and Exchange Commission
(the “SEC”) on April 15, 2016 (the “Original
Filing”), to include the information required by Items 11 and
12 of Part III of Form 10-K. This information was previously
omitted from the Original Filing in reliance on General Instruction
G(3) to Form 10-K, which permits the information in the above
referenced items to be incorporated in the Form 10-K by reference
from our definitive proxy statement if such statement is filed no
later than 120 days after our fiscal year-end. We are filing this
Amendment No. 1 to include Part III information in our Form
10-K because a definitive proxy statement containing such
information was not filed by the Company within 120 days after the
end of the fiscal year covered by the Original Filing. The
reference on the cover of the Original Filing to the incorporation
by reference of portions of our definitive proxy statement into
Part III of the Original Filing is hereby deleted.


In
accordance with Rule 12b-15 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), Part III, Items
11 and 12 of the Original Filing are hereby amended and restated in
their entirety. This Amendment No. 1 does not amend or
otherwise update any other information in the Original Filing.
Accordingly, this Amendment No. 1 should be read in
conjunction with the Original Filing and with our filings with the
SEC subsequent to the Original Filing.














TABLE OF CONTENTS





Part IIIItem
11
Executive
Compensation

1Item
12
Security Ownership
of Certain Beneficial Owners and Management

7










-i-





Part III





Item 11. Executive Compensation





Our
Company’s Management’s objectives are to attract and
retain highly competent executives and to compensate them based
upon a pay-for-performance mentality. Our current plan relies on
goals and objectives agreed upon among the existing executive
(officer and non-officer) group and our Company’s Board of
Directors. The achievement of such goals and objectives constitute
requirements for continued employment, advancement with our Company
and receipt of incentive bonus payments.





With
the intent to increase stockholder value, we have designed our
executive compensation policies and practices to reward our
Company’s executives based on:





●
 Company performance;


●
 Individual
performance; and


●
 The demonstration
of leadership, team building skills and high ethical
standards.





We
include equity as a component in our overall compensation to align
the long-term interests of our executives with those of our
stockholders.





Overall,
we seek to employ executives that were not only qualified to
fulfill the roles of the positions we require at the time of their
hire, but who also have prior experience and demonstrated
capabilities to function in a far larger and complex entity than
where our Company is currently. We believe it is critical that our
executives be able to work in an environment without the support of
staff subordinates which usually accompany a larger and more
seasoned company. Further, along with and given the benefit of
maintaining continuity within the executive team, we highly desire
executives that can adapt to what we hope will be a rapidly growing
company. Our executives must be able to not only fill many roles
within their areas of expertise, but also to oversee other areas
that may be outside their specialty. Accordingly, we highly value
the trait of adaptability.





In
order to attract the type of talented executive we seek, we have
found that these individuals value the potential large future
rewards that come from long-term compensation arrangements in the
form of stock ownership and stock option arrangements over current
cash compensation. Also, given the current early stage nature of
our business and the accompanying premium we must place on cash,
this allocation of compensation also currently benefits our
Company. Accordingly, we have structured our compensation
arrangements accordingly.







On
March 5, 2015, our Company granted options to purchase up to
360,000 shares of our common stock to members of our Board of
Directors. The options vest immediately; have an exercise price of
$0.92 per share; and expire five years after the date of
grant.  Each of the following Board members received
45,000 options each related to this issuance:  Joe Proto,
Isaac Blech, Alex Minicucci, John Eyler, Cary Sucoff, Patrick
Kolenik, Chris Leong, and Jerold Rubinstein.  The fair
value at grant date of these options was $208,974 and the entire
amount was expensed in 2015.


On
December 31, 2015, our Company granted options to purchase up to
52,084 shares of our common stock to the following employees: Alex
Minicucci in the amount of 33,750, Luke Wallace in the amount of
15,000, and Bruce Neuschwander in the amount of 3,334. The options
vest immediately; have an exercise price of $.75 per share; and
expire five years after the date of grant. The fair value at grant
date of these options was $2,860 and the entire amount was expensed
in 2015.


-1-





On
December 31, 2015, our Company granted options to purchase up to
229,557 shares of our common stock to the following employees: Alex
Minicucci in the amount of 194,907, Luke Wallace in the amount of
34,650. The options vest immediately; have an exercise price of
$.14 per share; and expire five years after the date of grant. The
fair value at grant date of these options was $22,083 and the
entire amount was expensed in 2015.





Effective October 28, 2013, the Company entered
into an advisory agreement (the “Chord Agreement”)
withChord Advisors, LLC
(“Chord”).
Pursuant to the Chord Agreement, Chord provided the Company with
comprehensive outsourced accounting solutions. The Company paid
Chord $7,500 per month. The Company has also agreed to issue Chord
a vested stock option to purchase five thousand shares of common
stock at an exercise price of $2.00 per share. The Agreement was
terminated with the resignation of David Horin as the
Company’s Chief Financial Officer on May 14, 2015. The
Company retained Bruce Neuschwander to serve as its Chief Financial
Officer effective May 19, 2015. Mr. Neuschwander was paid an annual
salary of $150,000. The Company may terminate the employment for
cause without notice and may terminate the employment without cause
with thirty days notice. The agreement entitles Mr. Neuschwander to
the usual and customary benefits of an employee and also contains
the usual and customary restrictive covenants (including
non-competition, non-solicitation and confidentiality). Mr.
Neuschwander was granted options to purchase up to 75,000 shares of
the Company’s common stock at an exercise price of $0.65 per
share, said options vest over two years and have a term of five
years. Effective February 24, 2016, Mr. Neuschwander resigned as
Chief Financial Officer of the Company.





Elements of Executive Compensation





Executive
compensation consists of the following elements:





●
 Base
salary;


●
 Annual incentive
bonuses; and


●
 Long-term
incentives.










Base Salary. The base
salary for each executive is initially established through
negotiation at the time the executive is hired, taking into account
the scope of responsibilities, qualifications, experience, prior
salary and competitive salary information within our industry.
Year-to-year adjustments to each executive officer’s base
salary are determined by an assessment of the sustained performance
against individual goals, including leadership skills and the
achievement of high ethical standards, the individual’s
impact on the Company’s business and financial results,
current salary in relation to the salary range designated for the
job, experience, demonstrated potential for advancement, and an
assessment against base salaries paid to executives for comparable
jobs in the marketplace.





Annual Incentive Bonuses. Our Company’s bonus plan’s
year begins on January 1st and runs through
December 31st. Payments under
future executive bonus plans that may be instituted will be based
on achieving both personal and corporate goals. Personal goals will
support our overall corporate goals and, wherever possible, contain
quantitative components. An executive officer’s success or
failure in meeting some or all of these personal goals will affect
the individual’s bonus amount. Corporate goals will consist
of specific financial targets for the Company. We believe that
offering significant potential income in the form of bonuses will
allow us to attract and retain executives and to align their
interests with those of our stockholders.





Long-Term Incentives.
Our long-term incentives consist of our Company’s Common
Stock and stock option awards. The objective of these awards is to
align the longer-term interests of our stockholders and our
executive officers and to complement incentives tied to annual
performance.





401(k) and Other Benefits. During the years ended December
31, 2015, and 2014, our executive officers were eligible to receive
certain benefits available to all our employees on the same terms,
including medical and dental insurance. During the year, we also
maintained a tax-qualified 401(k) Plan, which provides for
broad-based employee participation. Under the 401(k) Plan, all
employees are eligible to receive matching contributions from the
Company of 100% of employee contributions up to a maximum of 4% of
the employees’ salaries, per year. We do not provide defined
benefit pension plans or defined contribution retirement plans to
our executives or other employees. We believe that the 401(k) Plan
and medical and dental insurance benefits allow us to remain
competitive for employee talent, and we believe that the
availability of these benefit programs generally enhances employee
productivity and retention.





-2-





Employment Agreements





Our
Company entered into employment agreements with Alex Minicucci (our
current Chief Executive Officer), and David Horin, (our Chief
Financial Officer) and subsequently Bruce Neuschwander. A summary
of the material terms of these employment agreements is as
follows:





Alex Minicucci, Chief Executive Officer: On February 11, 2014, in connection with the
appointment of Mr. Minicucci as our Chief Executive Officer, the
Company and Mr. Minicucci entered into an employment agreement (the
“Minicucci Employment Agreement”). The Minicucci
Employment Agreement has an initial term of three years. The
Minicucci Employment Agreement provides for the payment of a base
salary of $375,000 per year (subject to discretionary increases by
the Board). The Minicucci Employment Agreement provides that Mr.
Minicucci is entitled to usual and customary benefits and also
contains usual and customary restrictive covenants (including
non-competition, non-solicitation and confidentiality). On August
1, 2014, we amended Mr. Minicucci’s employment agreement to
provide that that Mr. Minicucci’s Base Salary shall be
increased to $450,000 per year. On December 11, 2015, we amended
Mr. Minicucci’s employment agreement to provide that Mr.
Minicucci’s Base Salary shall be decreased to $225,000 per
year from November 24, 2015 through November 24, 2016. Effective
March 24, 2016, Mr. Minicucci resigned as Chief Executive Officer
and was appointed to the position of Chief Strategy Officer of the
Company.





Bruce Neuschwander, Chief Financial Officer: Mr.
Neuschwander shall be paid an annual salary of $150,000. The
Company may terminate the employment for cause without notice and
may terminate the employment without cause with thirty days notice.
The agreement entitles Mr. Neuschwander to the usual and customary
benefits of an employee and also contains the usual and customary
restrictive covenants (including non-competition, non-solicitation
and confidentiality). Effective February
24, 2016, Mr. Neuschwander resigned as Chief Financial Officer of
the Company.










The Impact of Tax and Accounting Treatments on Elements of
Compensation





We have
elected to award non-qualified and incentive stock options to all
grantees of our Company’s stock options that remain
outstanding as of the date of this report. All other options or
warrants granted to advisors, Directors and consultants were
non-qualified options or warrants in order to allow our Company to
take advantage of the more favorable tax advantages associated with
non-qualified stock options or warrants.





Internal
Revenue Code Section 162(m) precludes the Company from deducting
certain forms of non-performance-based compensation in excess of
$1,000,000 to named executive officers. However, since stock-based
awards comprise a significant portion of total compensation, the
Board of Directors has taken appropriate steps to preserve
deductibility for such awards in the future, when
appropriate.










The Level of Salary and Bonus in Proportion to Total
Compensation





Because
of the commonality of interests among our executives and our
stockholders in achieving the sustained, long-term growth of the
value of our stock, we seek to keep cash compensation in line with
market conditions and, if justified by the Company’s
financial performance, place emphasis on the ownership of Company
stock and use of stock options as a means of obtaining
significantly better than average compensation. Our efforts to keep
cash compensation in line with market conditions to date have been
informal and based primarily on discussions with business
colleagues in the local marketplace, consultation with a local
benefits consulting firm and the review of widely available
comparative salary data. We also based our conclusions that our
cash compensation was in line with market conditions based on our
executives’ prior employment histories with other similar
sized companies, in similar responsible positions. We have not
engaged in a practice of formal benchmarking of our executive
compensation, but expect to formalize our compensation practices in
the future should we be successful in growing our business. Part of
such formalization may take the form of benchmarking. Because of
the significant equity stake or equity incentives that our
executives maintain in our Company, we believe their cash
compensation and benefits received are modest in comparison to
similar sized public companies.





-3-





Other Compensation





We
intend to continue to maintain our current benefits for our
executives, including medical and dental insurance coverage and the
ability to contribute to a 401(k) retirement plan; however, our
Board of Directors may in its discretion revise, amend or add to
the executive’s benefits if it deems it advisable. The
benefits currently available to the executives are also available
to our other employees.





Compensation Committee





The
Company has established a compensation committee, which is
comprised of independent directors (Mr. Joseph Proto, Mr. John
Eyler and Mr. Pat Kolenik). The compensation committee will have
the responsibility for evaluating making recommendations to the
Board of Directors regarding the compensation payable to our
executive officers, including our named executive
officers.





SUMMARY COMPENSATION TABLE





The
following table provides information regarding the compensation
awarded to, earned by, or paid to our executives during the years
ended December 31, 2015 and 2014.





Change
inPensionValue
andOption

Non-Qual.and

DeferredStock
Warrant
Non-equity
Comp.
All
OtherSalary
Bonus
Awards
Awards
Incentive
Earnings
Comp.(1)(3)
TotalPosition
Year
($)
($)
($)(2)
($)(2)
($)
($)
($)
($)Luke Wallace
(4)
2015
198,452
-
-
43,043
-
-
7,067
248,561Chief
Operating OfficerWilliam Hernandez
(5)
2015
112,583
-
-
262,420
-
-
4,503
379,506Former
President and Director
2014
330,000
-
-
322,707
-
-
-
652,707Alex Minicucci
(6)
2015
417,411
-
-
104,336
-
-
9,788
531,534Chief
Executive Officer and Director
2014
361,394
-
-
101,795
-
-
-
463,189





(1)
 Our Company made group life, health, hospitalization and medical
plans available for its employees, including the officers listed
herein.


(2)
 Refer to “Stock based compensation,” in the
accompanying Notes to Consolidated Financial Statements included in
this Annual Report on Form 10-K for the relevant assumptions used
to determine the valuation of our option/warrant
awards.


(3)
 Amounts shown include matching contributions to the officers’
401(k) retirement plans for all years presented.


(4)
 Mr. Wallace was appointed as our Chief Operating Officer on
February 11, 2014.  Effective April 19, 2016, Mr. Wallace was
appointed Chief Executive Officer of the Company.


(5)
 Mr. Hernandez was appointed as our President on November 12, 2012
and appointed as a Director on January 8, 2013. On December 31,
2014, Mr. Hernandez resigned from his position as a Director and on
January 26, 2015, resigned from the Company.


(6)
 Mr. Minicucci was appointed as our Chief Executive Officer and
Director on February 11, 2014. On March 24, 2016 Mr. Minicucci
resigned from his position as Chief Executive Officer and as a
Director from the Company and was appointed to the position of
Chief Strategy Officer of the Company.





-4-









The
above amounts with respect to compensation from option awards
equaled the amounts that were recognized as compensation expense in
our financial statements for the years ended December, 31, 2015 and
2014. The option award amounts were calculated in accordance with
generally accepted accounting principles concerning share-based
payments.





No
options or warrants have been exercised by any of the grantees
through the date of this Annual Report. We have recognized the
aggregate grant date fair value of option awards issued in our
accompanying statements of operations, computed in accordance with
FASB Accounting Stands Codification Topic 718.





None of
our directors, executives or employees participates in or has
account balances in qualified or non-qualified defined benefit
plans sponsored by our Company. None of our named executive
officers participate in or have account balances in non-qualified
defined contribution plans or other deferred compensation plans
maintained by our Company.





Outstanding Equity Awards at December 31, 2015





The
following table provides information regarding all outstanding
equity awards (all in the form of stock options or warrants) to
named executives as of December 31, 2015:





Name
Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price ($)
Option
Expiration
DateAlex Minicucci
45,000
-
0.87
3/19/2019350,000
-
1.15
3/21/201945,000
-
0.92
3/15/2020194,907
-
0.14
12/31/202033,750
-
0.75
12/31/2020Bruce Neuschwander
75,000
-
0.65
5/19/20203,334
-
0.75
12/31/2020Luke Wallace
150,000
-
0.87
3/19/2019100,000
-
1.15
10/9/201934,650
-
0.14
12/31/202015,000
-
0.75
12/31/2020





-5-





Director Compensation







Our
directors were compensated for their service on our Board of
Directors with warrants to purchase common stock as outlined above.
The following table provides information regarding our non-employee
director compensation for the year ended December 31,
2015:





Fees
Earned


Non-Equity
Incentive
Non-qualified
Deferred
AllOr
Paid
Stock
Option
Plan
Compensation
OtherIn
Cash
Awards
Awards
Compensation
Earnings
Compensation
TotalPosition
($)
($)
($)
($)
($)
($)
($)Isaac Blech (1)
-
-
61,578
-
-
-
61,578Patrick Kolenik (2)
20,000
-
40,226
-
-
-
60,226Cary Sucoff(3)
20,000
-
43,850
-
-
-
63,850Jerold Rubinstein (4)
26,500
-
177,859
-
-
-
204,359Joseph Proto (5)
-
-
61,561
-
-
-
61,561John Eyler, Jr.(6)
20,000
-
61,427
-
-
-
81,427Ka Cheong Christopher
Leong(7)
-
-
26,132
-
-
-
26,132





(1)
 Includes options to purchase up to 500,000 shares of common at an
exercise price of $.87 per share granted on March 19, 2014 and
expiring March 19, 2019 and options to purchase up to 45,000 shares
of common at an exercise price of $.92 per share granted on March
5, 2015.


(2)
 Includes options to purchase up to 200,000 shares
of common at an exercise price of $.87 per share granted on March
19, 2014 and expiring March 19, 2019 and options to purchase up to
45,000 shares of common at an exercise price of $.92 per share
granted on March 5, 2015.


(3)
 Includes options to purchase up to 250,000 shares
of common at an exercise price of $.87 per share granted on March
19, 2014 and expiring March 19, 2019 and options to purchase up to
45,000 shares of common at an exercise price of $.92 per share
granted on March 5, 2015.  Effective July 5, 2016, Mr. Sucoff
resigned as a Director of the Company.


(4)
 Includes options to purchase up to 45,000 shares
of common at an exercise price of $.92 per share granted on March
5, 2015 and options to purchase 1,358,696 shares of common at an
exercise price of $.17 per share granted October 1, 2015 and
expiring October 1, 2020.  Effective April 14, 2016, Mr.
Rubinstein resigned as a Director and as interim Chief Executive
Officer.


(5)
 Includes options to purchase up to 500,000 shares
of common at an exercise price of $.87 per share granted on March
19, 2014 and expiring March 19, 2019 and options to purchase up to
45,000 shares of common at an exercise price of $.92 per share
granted on March 5, 2015.


(6)
 Includes options to purchase up to 150,000 shares of common at an
exercise price of $1.15 per share granted on November 25, 2014 and
expiring November 25, 2019 and options to purchase up to 45,000
shares of common at an exercise price of $.92 per share granted on
March 5, 2015.


(7)
 Includes options to purchase up to 45,000 shares of common at an
exercise price of $.92 per share granted on March 5,
2015.





-6-





Item 12. Security Ownership of Certain Beneficial Owners and
Management





As of November 18, 2016 (the
“SO Date”), we had 40,239,563 shares of common stock outstanding. Options and
warrants exercisable or convertible as of the SO Date or within
sixty (60) days thereafter are used in determining each
individual’s percentage of shares beneficially owned on the
table below. The following table sets forth as of the SO Date,
information regarding the beneficial ownership of our common stock
with respect to (i) our officers and directors; (ii) by all
directors and executive officers as a group; and (iii) all persons
which the Company, pursuant to filings with the Securities and
Exchange Commission (the “SEC”) and our stock transfer
record by each person or group known by our management to own more
than 5% of the outstanding shares of our common stock. Under the
rules of the Securities and Exchange Commission, a person (or group
of persons) is deemed to be a “beneficial owner” of a
security if he or she, directly or indirectly, has or shares the
power to vote or to direct the voting of such security, or the
power to dispose of or to direct the disposition of such security.
Accordingly, more than one person may be deemed to be a beneficial
owner of the same security. A person is also deemed to be a
beneficial owner of any security, which that person has the right
to acquire within sixty (60) days, such as our Series C Preferred
stock, warrants or options to purchase shares of our common stock.
Unless otherwise noted, each person has sole voting and investment
power over the shares indicated below subject to applicable
community property law.







Name and Address of Beneficial Owner
(1)
Amount
and Nature of Beneficial Ownership
Percentage of Class Beneficially OwnedOfficers and DirectorsLuke Wallace (2)
1,219,480
1.97%Alex Minicucci (3)
8,108,393
13.11%Isaac Blech (4)
8,438,414
13.65%John Eyler (5)
195,000
0.32%Patrick Kolenik (6)
780,333
1.26%Frank Liddy (7)
274,000
0.44%Joseph Proto (8)
3,005,577
4.86%Ka Cheong Christopher Leong (9)
6,047,335
9.78%Tim Boris (10)
376,108
0.61%Brett Schnell (11)
309,922
0.50%All
directors and executive officers as a group
28,754,562
35.81%(10
persons)___________________________________________________


(1)
 Unless otherwise noted, the address is c/o SpendSmart Networks,
Inc. 805 Aerovista Place, Suite 205, San Luis Obispo, California
93401.


(2)
 Amounts include shares of common stock that would result from the
exercise of outstanding vested options to purchase 792,680 shares
of our common stock.


(3)
 Amounts include shares of common stock that would result from the
exercise of outstanding vested options to purchase 5,075,728 shares
of our common stock.


(4)
 Amounts include shares of common stock that would result from the
exercise of the vested outstanding options and warrants to purchase
1,345,000 shares of our common stock.


(5)
 Amounts include shares of common stock that would result from the
exercise of vested outstanding options and warrants to purchase
195,000 shares of our common stock.


(6)
 Amounts include shares of common stock that would result from the
exercise of vested outstanding options and warrants to purchase
712,000 shares of our common stock.


(7)
 Amounts include shares of common stock that would result from the
exercise of the vested outstanding options to purchase 274,000
shares of our common stock.


(8)
 Amounts include shares of common stock that would result from the
exercise of the vested outstanding warrant to purchase 2,376,442
shares of our common stock.


(9)
 Amounts include shares of common stock that would result from the
exercise of the vested outstanding options and warrants to purchase
3,380,667 shares of our common stock.


(10)
 Amounts include shares of common stock that would result from the
exercise of the vested outstanding warrants/options to purchase
376,108 shares of our common stock.


(11)
 Amounts include shares of common stock that would result from the
exercise of the vested outstanding warrants/options to purchase
309,922 shares of our common stock.





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Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.








November 22,
2016
SpendSmart Networks
Inc., a Delaware corporationBy:
/s/
Luke
WallaceLuke Wallace, Chief
Executive Officer (Principal Executive Officer)











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