of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Completion of Acquisition or Disposition of Assets. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant. On June 30, 2025, and to finance the closing proceeds for the Lathem Transaction, the Company borrowed the remaining $40 million available under the Credit Agreement. The Company will use any remaining portion of these loan proceeds for future Permitted Acquisitions (as defined in the Credit Agreement). There was no change to the interest payable on the outstanding loan balance…

Entry into a Material Definitive Agreement. Equity Purchase Agreement On July 1, 2025, Asure Software, Inc. (the “Company”) acquired 100% of the membership interests of Lathem Time 2025, LLC, a Delaware limited liability company (f/k/a Lathem Time Corporation, a Georgia corporation) (“Lathem”), pursuant to that certain Equity Purchase Agreement (the “Agreement”), by and among Pendulum Holding, Inc. (the “Seller”), the equityholders of Pendulum Holding, Inc., Lathem and the Company. The purcha…

Material Modification to Rights of Security Holders. The information set forth in

Entry into a Material Definitive Agreement. On April 16, 2025, the Board of Directors (the “Board”) of Asure Software, Inc. (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 (the “Rights Agent”), to be dated effective October 28, 2025, subject to the approval of the Company's stockholders. On June 2, 2025, the Fourth Amended Rights Agreement was approved by the stockholders…

of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Material Modification to Rights of Security Holders. The information set forth in

Changes in Registrant’s Certifying Accountant. On April 14, 2025, Marcum LLP (“Marcum”) notified the Company that it resigned as the independent registered public accounting firm of the Company, as result of the acquisition by CBIZ CPAs P.C. of Marcum’s attest business. Following Marcum’s resignation, and also on April 14, 2025, with the approval of the Audit Committee of the Company’s Board of Directors, CBIZ CPAs P.C. was engaged as the Company’s independent registered public accounting fir…

Entry into a Material Definitive Agreement. On April 16, 2025, the Board of Directors (the “Board”) of Asure Software, Inc. (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 (the “Rights Agent”), to be dated effective October 28, 2025. The effectiveness of the Fourth Amended Rights Agreement is subject to the approval of a majority of the shares of common stock present in p…

Entry into a Material Definitive Agreement. On April 10, 2025, Asure Software, Inc. (the “Company”) entered into a Credit, Security and Guaranty Agreement (the “Agreement”), by and among the Company, Asure Operations LLC, Asure Customer & IP Holdco LLC, Asure Payroll Tax Management LLC, Asure Benefits Management LLC, Asure Treasury Management, LLC, MidCap Financial Trust (“MidCap”) and the lenders from time to time party thereto (such lenders collectively with MidCap, the “Lenders”). Under th…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On October 31, 2024, Asure Software Inc., a Delaware corporation (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”). The Sales Agreement provides for the offer and sale of the Company’s common stock, par value $0.01 per share (the “Common Stock”), from time to time through an “at the market offering” program under which the Agent will act as sales agent or principal, subject to certa…

of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Other Events. On December 12, 2023, Asure Software, Inc. (the “Company”) amended its existing stock repurchase program to authorize the Company to purchase up to $10 million in shares of its common stock, but no more than $1.5 million in shares of its common stock during any calendar quarter (the “Stock Repurchase Plan”). Share repurchases must occur during an open trading window under the Company’s insider trading policy and the number of shares that the Company can purchase on any trading d…

of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Results of Operations and Financial Condition. On September 15, 2023, Asure Software, Inc. (the “Company”) issued a press release announcing its support for the Internal Revenue Service’s recent measures against fraudulent ERC Claims and that, at this point, it does not anticipate changes to its guidance for the third quarter ended September 30, 2023 and the full year ended December 31, 2023 (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report…