ASURE SOFTWARE INC — Regulatory Filings 2020

Dec 18, 2020

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

FORM 8-K

Field: Rule-Page

Field: /Rule-Page

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: December 18, 2020

(Date of earliest event reported)

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)	(IRS Employer Identification Number)

3700 N. Capital of Texas Hwy , Suite 350 , Austin , TX	78746
(Address of principal executive offices)	(Zip Code)

512 - 437-2700

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

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	Nasdaq Capital Market

| Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1934 (§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. ¨ |

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On December 18, 2020, we (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as representatives of the several underwriters identified therein (collectively, the “Underwriters”), relating to a firm commitment offering of 2,600,000 newly issued shares of our common stock at a public offering price of $7.25 per share. Under the terms of the Underwriting Agreement, we granted the Underwriters a 30-day option to purchase up to an additional 390,000 shares of common stock from us. The closing of the offering is expected to take place on December 22, 2020, subject to customary closing conditions.

The gross proceeds to us from the sale of 2,600,000 shares of common stock, before deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $18,850,000. If the Underwriters exercise their option to purchase additional shares in full, the gross proceeds to us from the offering will be approximately $21,677,500. We intend to use the net proceeds from this offering for general corporate purposes. We may also use a portion of the net proceeds from this offering to acquire or invest in complementary businesses, assets or technologies, although we have not entered into any definitive agreement with respect to any specific acquisitions at this time.

The shares of common stock being sold by us have been registered pursuant to a registration statement on Form S-3 (File No. 333-224068), which the Securities and Exchange Commission declared effective on April 16, 2018.

The Underwriting Agreement contains customary representations, warranties, covenants, agreements and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties, covenants and agreements contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. A copy of the legal opinion of Cozen O’Connor related to the shares of common stock that may be sold in the offering is filed as Exhibit 5.1 hereto.

Item 8.01. Other Events.

On December 17, 2020, we issued a press release announcing that we had commenced the offering, and on December 18, 2020 we issued a press release announcing the pricing of the offering. Copies of these press releases are filed as Exhibits 99.1 and 99.2 hereto, respectively.

Field: Page; Sequence: 2; Options: NewSection; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
1.1	Underwriting Agreement, dated December 18, 2020
5.1	Opinion of Cozen O’Connor
23.1	Consent of Cozen O’Connor (included in Exhibit 5.1)
99.1	Press release dated December 17, 2020
99.2	Press release dated December 18, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Field: Page; Sequence: 3; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

Field: /Page

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Patrick Goepel
Patrick Goepel, Chief Executive Officer

Field: Page; Sequence: 4; Options: NewSection Last; Value: 4

Field: Sequence; Type: Arabic; Name: PageNo 4 Field: /Sequence

Field: /Page