OTHER INFORMATION
−Removed: On October 31, 2024, we entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC ("Roth”).
−Removed: The Sales Agreement provides for the offer and sale of up to $25,000 of our newly issued Common Stock, par value $0.01 per share (the “Common Stock”), from time to time through an “at the market offering” program.
−Removed: We will specify the parameters for the sale of the shares of Common Stock, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made.
−Removed: We may offer and sell up to $25,000 of shares of Common Stock pursuant to the Sales Agreement.
−Removed: Actual sales of Common Stock under the Sales Agreement will depend on a variety of factors including, among other things, market conditions, the trading price of the Common Stock, and potential funding needs.
−Removed: As a result, the full amount of capital may not be fully realized.
−Removed: We intend to use the net proceeds from these at-market offerings, if any, for general corporate purposes.
−Removed: Our general corporate purposes include, but are not limited to, repayment or refinancing of debt, capital expenditures, funding possible acquisitions, working capital and satisfaction of other obligations.
−Removed: During the three months ended September 30, 2024, none of our directors or officers have entered into, or terminated, a 10b5-1 trading plan.
+Added: On April 16, 2025, the Board of Directors of the Company approved a Fourth Amended and Restated Rights Agreement (the “Fourth Amended Rights Agreement”), by and between the Company and Equiniti Trust Company LLC to be dated effective October 28, 2025.
+Added: The effectiveness of the Fourth Amended Rights Agreement is subject to the approval of a majority of the shares of common stock present in person or represented by proxy at our 2025 Annual Meeting of Stockholders, which will be held on June 2, 2025.
+Added: During the three months ended March 31, 2025, none of our directors or officers have entered into, amended or
+Added: terminated a 10b5-1 trading plan.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
6 unchanged sentences
EXHIBIT NUMBER DESCRIPTION
−Removed: Sales Agreement, dated October 31, 2024, by and between Asure Software, Inc., and Roth Capital Partners, LLC (filed as Exhibit 1.1 to the Current Report on Form 8-K dated October 31, 2024).
−Removed: Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Fourth Amended and Restated Rights Agreement by and between Asure Software, Inc.
+Added: and Equiniti Trust Company LLC to be effective October 28, 2025 (Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 1-34522), filed April 16, 2025.
+Added: Form of 2025 Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the Company’s 2018 Incentive Award Plan.
+Added: Credit, Security and Guaranty Agreement, dated as of April 10, 2025, by and among Asure Software, Inc., Asure Operations LLC, Asure Customer & IP Holdco LLC, Asure Payroll Tax Management LLC, Asure Benefits Management LLC, Asure Treasury Management, LLC MidCap Financial Trust and the lenders from time to time party hereto (Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 1-34522), filed April 10, 2025).
+Added: Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
+Added: Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Certification pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
Certification pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 101 The following materials from Asure Software, Inc.’s Quarterly Report on Form 10-Q for the three months ended September 30, 2024, formatted in Inline XBRL:
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
+Added: 101 The following materials from Asure Software, Inc.’s Condensed Quarterly Report on Form 10-Q for the three months ended March 31, 2025, formatted in Inline XBRL:
(1) the Condensed Consolidated Balance Sheets, (2) the Condensed Consolidated Statements of Comprehensive Loss, (3) the Condensed Consolidated Statements of Changes in Stockholders’ Equity, (4) the Condensed Consolidated Statements of Cash Flows, and (5) Notes to Condensed Consolidated Financial Statements (filed herewith).
−Removed: 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted as Inline XBRL and contained in Exhibit 101 (filed herewith).
+Added: 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted as Inline XBRL and contained in Exhibit 101 (filed herewith).
* Filed herewith.
** Furnished herewith.
+Added: + Indicates management contract or compensatory plan, contract or arrangement in which directors or executive officers participate.
+Added: ++ Certain schedules and similar attachments to this agreement have been omitted pursuant to Item 601(a)(5) of Rule S-K.
+Added: Asure undertakes to furnish supplementally a copy of all omitted schedules and attachments to the Securities and Exchange Commission upon its request.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ASURE SOFTWARE, INC.
−Removed: October 31, 2024 By:
+Added: May 1, 2025 By:
/s/ PATRICK GOEPEL
2 unchanged sentences
(Principal Executive Officer)
−Removed: October 31, 2024 By:
+Added: May 1, 2025 By:
/s/ JOHN PENCE
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.