Business Context and Reporting Period
Company: Asure Software, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 31, 2024
Reporting Period: Event-based (October 31, 2024)
The filing reports the entry into a Material Definitive Agreement regarding a new equity financing program.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the terms of a new sales agreement.
| Metric | Value |
|---|---|
| Maximum Aggregate Offering Amount | $25,000,000 |
| Agent Compensation | Up to 3.0% of gross proceeds |
| Securities Type | Common Stock, $0.01 par value |
Material Changes
On October 31, 2024, the Company entered into a Sales Agreement with Roth Capital Partners, LLC. This agreement establishes an "at-the-market" (ATM) offering program allowing the Company to sell up to $25 million of its Common Stock from time to time. This represents a new mechanism for raising capital compared to prior periods where no such specific agreement was disclosed in this filing.
Guidance, Outlook, and Risks
- Offering Structure: Sales will be made through Roth Capital Partners acting as sales agent or principal. The Company retains discretion to specify sale parameters, including share count, timing, daily limits, and minimum prices.
- Termination Rights: The Company may terminate the agreement with five (5) days' written notice for any reason. The Agent may terminate only for cause.
- Regulatory Basis: The offering is conducted under an effective shelf registration statement on Form S-3 (File No. 333-278590), declared effective on April 19, 2024.
- Risks: The filing notes that sales are subject to market conditions and applicable laws. The Company has no obligation to sell any shares under the agreement.
Investor Verification Checklist
- Verify the current market price of ASUR stock to assess potential dilution impact from the $25 million ATM program.
- Review the full text of the Sales Agreement (Exhibit 1.1) for specific minimum price thresholds and daily sale limits.
- Confirm the Company's current cash position and debt levels in the most recent 10-Q or 10-K to understand the necessity of this capital raise.
- Monitor future filings for actual sales executed under this agreement and the resulting share count changes.