AG真人官方

 

As filed with the Securities and Exchange Commission on July 31, 2025

Registration Statement No. 333-

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

FORM S-8 

Registration Statement
UNDER
THE SECURITIES ACT OF 1933

 

 

ASURE SOFTWARE, INC. 

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware (State or Other Jurisdiction of Incorporation or Organization)

74-2415696 (I.R.S. Employer Identification Number)

 

405 Colorado Street, Suite 1800
Austin, Texas 78701 

(Address of Principal Executive Offices, Including Zip Code)

 

 

Asure Software, Inc. 2018 Incentive Award Plan 

ASURE SOFTWARE, inc. EMPLOYEE STOCK PURCHASE PLAN 

(Full Title of Plan)

 

 

Patrick Goepel 

Chief Executive Officer 

Asure Software, Inc. 

405 Colorado Street, Suite 1800
Austin, Texas 78701 

(512) 437-2700 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With a copy to:

 

Katheryn A. Gettman, Esq.
Cozen O’Connor, P.C.
33 South 6th Street, Suite 3800
Minneapolis, Minnesota 55402
(612) 260-9000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

	Large accelerated filer ¨		Accelerated filer x
	Non-accelerated filer ¨		Smaller reporting company x
			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 7(a)(2)(B) of the Securities Act. ¨

 

 

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

 

This Registration Statement on Form S-8 is being filed by Asure Software, Inc. (the “Company”) for the purpose of registering an additional 2,250,000 shares of the Company’s common stock, par value $0.01 (the “Common Stock”), under the Asure Software, Inc. 2018 Incentive Award Plan (the “2018 Plan”) and 400,000 shares of the Common Stock under the Asure Software, Inc. Employee Stock Purchase Plan (the “ESPP”). The Registration Statements on Form S-8 (File Nos. 333-268220, 333-249986, 333-232754, and 333-230967) filed with the Securities and Exchange Commission (the “Commission”) on November 7, 2022, November 9, 2020, July 22, 2019, and April 19, 2019, respectively, relating to the 2018 Plan, and the Registration Statements on Form S-8 (File Nos. 333-249986 and 333-215097), filed with the Commission on November 9, 2020 and December 14, 2016, respectively, relating to the ESPP, are incorporated by reference herein.

 

PART II 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents previously filed with the Commission by the Company are incorporated by reference herein:

 

(1)	The Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), filed with the Commission on March 6, 2025;
(2)	The Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025, filed with the Commission on May 1, 2025 and July 31, 2025, respectively;
(3)	The Current Reports on Form 8-K, filed with the Commission on April 10, 2025,  April 16, 2025, June 2, 2025; and July 1, 2025; and
(4)	The description of our securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, filed on March 6, 2025 as Exhibit 4.4 to the Form 10-K, including any amendment or report filed for the purposes of updating such description.

 

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (other than documents or information deemed to have been “furnished” and not “filed”) after the date hereof and before the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing those documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which is or is deemed to be incorporated by reference herein modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

 

Item 6. Indemnification of Directors and Officers.

 

As permitted by Section 102 of the Delaware General Corporation Law (the “DGCL”), the Company has adopted provisions in its certificate of incorporation that limit or eliminate the personal liability of directors for monetary damages for a breach of their fiduciary duty of care as a director, except for liability for:

 

·	any breach of the director’s duty of loyalty to the corporation or its stockholders;
·	any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
·	any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or
·	any transaction from which the director derived an improper personal benefit.

 

These limitations of liability do not affect the availability of equitable remedies such as injunctive relief.

 

The Company’s certificate of incorporation also authorizes the indemnification of its officers, directors and other agents to the fullest extent permitted under Delaware law. As permitted by the DGCL, the certificate of incorporation provides that:

 

·	the Company may indemnify its directors, officers, and employees to the fullest extent permitted by the DGCL, subject to limited exceptions;
·	Company may advance expenses to its directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to limited exceptions; and
·	the rights provided in the certificate of incorporation are not exclusive.

 

The Company has also entered into separate indemnification agreements with its directors and officers that may be broader than the specific indemnification provisions contained in the DGCL.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Number		Description
4.1		Restated Certificate of Incorporation (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 1-34522), filed May 11, 2017).
4.2		Certificate of Amendment to Certificate of Incorporation (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No. 1-34522), filed June 2, 2020).
4.3		Third Amended and Restated Bylaws (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 1-34522), filed November 9, 2018).
4.4		Amendment to No. 1 to Third Amended and Restated Bylaws (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No. 1-34522), filed April 6, 2020).
4.5		Amendment to No. 2 to Third Amended and Restated Bylaws (Previously filed as Exhibit 3.5 to the Company’s Annual Report on Form 10-K (File No. 1-34522) filed February 26, 2024).
4.6		Specimen Certificate for the Common Stock (Previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (File No. 1-34522), filed December 13, 2012).
4.7		Third Amended and Restated Rights Agreement, dated effective October 28, 2022 between Asure Software, Inc. and American Stock Transfer & Trust Company (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No. 1-34522), filed June 3, 2022).
4.8		Fourth Amended and Restated Rights Agreement by and between Asure Software, Inc. and Equiniti Trust Company LLC to be effective October 28, 2025 (Previously filed as and Exhibit to the Company’s Current Report on Form 8-K (File No. 1-34522), filed April 16, 2025.
5.1		Legal Opinion of Cozen O’Connor P.C. (filed herewith).*
23.1		Consent of Marcum LLP (filed herewith).*
23.2		Consent of Cozen O’Connor P.C. (included in Exhibit 5.1).*
24.1		Power of Attorney (included on signature page).*

 

 

99.1		Asure Software, Inc. 2018 Incentive Award Plan, as amended (Incorporated by reference to Appendix B the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 28, 2025).+
99.2		Form of Stock Option Grant Notice and Stock Option Agreement under the 2018 Incentive Award Plan (Previously filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K (File No. 1-34522), filed March 11, 2021).+
99.3		Form of 2025 Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the Company’s 2018 Incentive Award Plan (Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-34522), filed May 1, 2025).+§
99.4		Employee Stock Purchase Plan, as amended (Incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 8, 2024).+
107		Filing Fee Table.*

 

+

Indicates management contract or compensatory plan, contract or arrangement in which directors or executive officers participate.

 

§

Certain schedules and similar attachments to this agreement have been omitted pursuant to Item 601(a)(5) of Rule S-K. The Company undertakes to furnish supplementally a copy of all omitted schedules and attachments to the Commission upon its request.

 

*

Filed herewith.

 

Item 9. Undertakings.

 

(a) The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this registration statement.

 

Provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

 

(b) The undersigned registrant hereby undertakes that for the purpose of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas on July 31, 2025.

 

	ASURE SOFTWARE, INC.
	By:	/s/ Patrick Goepel
		Name:	Patrick Goepel
		Title:	Chief Executive Officer

 

POWER OF ATTORNEY

 

Each of the undersigned directors and officers of Asure Software, Inc. hereby constitutes and appoints each of Patrick Goepel and John Pence as his or her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement filed herewith and any and all amendments to this Registration Statement (including post-effective amendments and any related registration statements thereto filed pursuant to Rule 462 and otherwise), and cause the same to be filed with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

 

Name		Title		Date
/s/ Patrick Goepel		Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer)		July 31, 2025
Patrick Goepel
/s/ John Pence		Chief Financial Officer		July 31, 2025
John Pence		(Principal Financial and Accounting Officer)
/s/ Daniel Gill		Lead Independent Director		July 31, 2025
Daniel Gill
/s/ Benjamin Allen		Director		July 31, 2025
Benjamin Allen
/s/ W. Carl Drew		Director		July 31, 2025
W. Carl Drew
/s/ Grace Lee		Director		July 31, 2025
Grace Lee
/s/ Bradford Oberwager		Director		July 31, 2025
Bradford Oberwager
/s/ Bjorn Reynolds		Director		July 31, 2025
Bjorn Reynolds