OTHER INFORMATION
−Removed: 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.
−Removed: 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.
−Removed: During the three months ended March 31, 2025, none of our directors or officers have entered into, amended or
−Removed: terminated a 10b5-1 trading plan.
+Added: During the three months ended June 30, 2025, none of our directors or officers have entered into, amended, or terminated, a 10b5-1 trading plan.
+Added: On July 31, 2025, we entered Amendment No.
+Added: 2 to our Loan Agreement with the Lenders, which increased our minimum liquidity threshold to $10,000.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
6 unchanged sentences
EXHIBIT NUMBER DESCRIPTION
+Added: Equity Purchase Agreement, dated July 1, 2025, by and among Pendulum Holding, Inc., the equityholders of Pendulum Holding, Inc., Lathem Time 2025, LLC (f/k/a Lathem Time Corporation) and Asure Software, Inc (Previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 1-34522), filed July 1, 2025.
+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: Limited Consent, Amendment No.
+Added: 1 and Joinder to Credit, Security and Guaranty Agreement, dated July 1, 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, Lathem Time 2025 LLC, MidCap Financial Trust and the lenders from time to time party thereto (Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 1-34522), filed July 1, 2025.
+Added: Amendment No.
+Added: 2 to the Credit, Security and Guaranty Agreement, dated July 31, 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, Lathem Time 2025 LLC, MidCap Financial Trust and the lenders from time to time party thereto.
Fourth Amended and Restated Rights Agreement by and between Asure Software, Inc.
1 unchanged sentence
1-34522), filed April 16, 2025).
−Removed: Form of 2025 Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the Company’s 2018 Incentive Award Plan.
−Removed: 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.
−Removed: 1-34522), filed April 10, 2025).
−Removed: Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
−Removed: 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.
+Added: Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
−Removed: 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:
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 101 The following materials from Asure Software, Inc.’s Quarterly Report on Form 10-Q for the three months ended June 30, 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 March 31, 2025, 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 June 30, 2025, formatted as Inline XBRL and contained in Exhibit 101 (filed herewith).
* Filed herewith.
** Furnished herewith.
−Removed: + Indicates management contract or compensatory plan, contract or arrangement in which directors or executive officers participate.
+ Certain schedules and similar attachments to this agreement have been omitted pursuant to Item 601(a)(5) of Rule S-K.
−Removed: Asure undertakes to furnish supplementally a copy of all omitted schedules and attachments to the Securities and Exchange Commission upon its request.
+Added: The Company 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: May 1, 2025 By:
+Added: July 31, 2025 By:
/s/ PATRICK GOEPEL
2 unchanged sentences
(Principal Executive Officer)
−Removed: May 1, 2025 By:
+Added: July 31, 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.