Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2023

ASURE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-34522

74-2415696

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

405 Colorado Street, Suite 1800 Austin, Texas

78701

(Address of principal executive offices)

(Zip Code)


512-437-2700
(Registrant’s Telephone Number, including Area Code)
None
(Former address)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

ASUR

The Nasdaq Capital Market

Series A Junior Participating Preferred Share Purchase Rights

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 8.01. 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 day may not exceed 10% of the trading volume on such trading day. The Stock Repurchase Plan sunsets on September 30, 2025.

The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company’s management. The repurchase program may be extended, suspended or discontinued at any time. The Company expects to finance repurchases under the Stock Repurchase Plan from its existing cash resources.

SIGNATURES

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 hereunto duly authorized.


		ASURE SOFTWARE, INC.

Dated: December 13, 2023	By:	/s/ John Pence
		Chief Financial Officer

Document And Entity Information	Dec. 12, 2023
Document Information [Line Items]
Entity Registrant Name	ASURE SOFTWARE, INC.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000884144
Document Period End Date	Dec. 12, 2023
Entity Emerging Growth Company	false
Entity File Number	1-34522
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	74-2415696
Entity Address, Address Line One	405 Colorado Street, Suite 1800
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
Local Phone Number	437-2700
City Area Code	512
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Series A Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Series A Junior Participating Preferred Share Purchase Rights
No Trading Symbol Flag	true
Common Stock [Member]
Document Information [Line Items]
Trading Symbol	ASUR
Title of 12(b) Security	Common Stock, $0.01 par value
Security Exchange Name	NASDAQ