OTHER INFORMATION
−Removed: 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.
−Removed: On July 31, 2025, we entered Amendment No.
−Removed: 2 to our Loan Agreement with the Lenders, which increased our minimum liquidity threshold to $10,000.
+Added: During the three months ended September 30, 2025, none of our directors or officers have entered into, amended, or terminated, a 10b5-1 trading plan.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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EXHIBIT NUMBER DESCRIPTION
−Removed: 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.
−Removed: 1-34522), filed July 1, 2025.
−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).
+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 , filed July 1, 2025.
Limited Consent, Amendment No.
−Removed: 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.
−Removed: 1-34522), filed July 1, 2025.
+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 , filed July 1, 2025.
Amendment No.
−Removed: 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.
−Removed: Fourth Amended and Restated Rights Agreement by and between Asure Software, Inc.
−Removed: 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.
−Removed: 1-34522), filed April 16, 2025).
+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 ( Previously filed as Exhibit 10.3 to the Company ’ s Quarterly Report o n form 10-Q, filed July 31,2025).
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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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 June 30, 2025, formatted in Inline XBRL:
+Added: 101 The following materials from Asure Software, Inc.’s Quarterly Report on Form 10-Q for the three months ended September 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 June 30, 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 September 30, 2025, formatted as Inline XBRL and contained in Exhibit 101 (filed herewith).
* Filed herewith.
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ASURE SOFTWARE, INC.
−Removed: July 31, 2025 By:
+Added: October 30, 2025 By:
/s/ PATRICK GOEPEL
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(Principal Executive Officer)
−Removed: July 31, 2025 By:
+Added: October 30, 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.