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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2023
ASURE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
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| 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) |
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512-437-2700 |
| (Registrant’s Telephone Number, including Area Code) |
| None |
| (Former address) |
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| 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: |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | 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)) |
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| ☐ | 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:
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| 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 | | 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). |
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| Emerging growth company | ☐ | | | |
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| 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. |
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| ☐ | | | |
Explanatory Note
On November 13, 2023, Asure Software, Inc. (the “Company”) filed a current report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission. This current report on Form 8-K/A (this “Amended Form 8-K”) is being filed solely to correct an inadvertent error in the revenue guidance for 2024 reported in the press release furnished as Exhibit 99.1 to the Original Form 8-K. The Company has corrected the press release to update the revenue guidance for 2024 and such press release is furnished as Exhibit 99.1 hereto. Such press release supersedes and replaces in its entirety the original press release filed as Exhibit 99.1 to the Original Form 8-K.
This Amended Form 8-K contains only the cover page to this Amended Form 8-K, this Explanatory Note, Item 9.01, the Signature Page and the correct Exhibit 99.1.
This Amended Form 8-K speaks as of the original filing date of the Original Form 8-K and does not modify or update in any way disclosures made in the Original Form 8-K other than to correct Exhibit 99.1.
The information contained in the press release included as Exhibit 99.1 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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| | ASURE SOFTWARE, INC. |
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| Dated: November 14, 2023 | By: | /s/ John Pence |
| | Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer |
