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.

Termination of a Material Agreement. In connection with the entry by the Company into the Credit Agreement, the Company terminated the Credit, Security and Guaranty Agreement (the “MC Credit 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 thereto and the secured promissory note (the “Note”) with MidCap,…

Entry into a Material Definitive Agreement. On October 15, 2026, Asure Software, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) dated October 15, 2026, by and among the Company as the Borrower, certain subsidiaries of the Company as Guarantors, MUFG Bank, LTD (“MUFG”), as administrative agent, and the lenders from time to time party thereto (such lenders collectively with MUFG, the “Lenders”). Under the Credit Agreement, the Company may borrow up to $115 million…

Unregistered Sales of Equity Securities. On October 15, 2026, the Company issued 1,206,141 shares (the “Issued Shares”) of its Common Stock , $0.01 par value (the “Common Stock”), to the SEUS Seller (as defined below) as part of the purchase price consideration paid in connection with the acquisition of certain assets owned by the SEUS Seller. The Issued Shares were valued at $8.29 per share, or an aggregate of $10,000,000. The issuance and sale of the Issued Shares in connection with the acq…

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

Other Events. On October 15, 2026, the Company acquired certain assets of a payroll processing business primarily located in the southeastern United States (the “SEUS Seller”). The aggregate purchase price that the Company paid for these assets was $26.5 million, apportioned as follows: (i) $13.5 million in cash at closing; (ii) the delivery of a promissory note in the amount of $3.0 million, which matures on April 15, 2028 and accrues interest at a rate of three percent (3.00%); and (iii) th…

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.