Asure Software,Inc. (NASDAQ:ASUR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

OnMay26, 2017, we entered into an underwriting agreement (the
Underwriting Agreement) with Roth Capital Partners, LLC, as
representative of the several underwriters identified therein
(collectively, the Underwriters), relating to a firm commitment
offering of 1,900,000 shares of our common stock at a public
offering price of$13.50 per share. Under the terms of the
Underwriting Agreement, we also granted the Underwriters an
option, exercisable for 30 days, to purchase up to an additional
285,000 shares of common stock solely to cover over-allotments,
if any. The closing of the offering is expected to take place
onJune1, 2017, subject to customary closing conditions.

We estimate that the net proceeds from this offering, after
deducting underwriting discounts and commissions and estimated
offering expenses payable by us, will be
approximately$23,839,250. If the Underwriters exercise their
over-allotment option in full, net proceeds from the offering are
expected to be approximately $27,475,138. 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 acquisition at this time.

The shares of common stock have been registered to a registration
statement on FormS-3 which the Securities and Exchange Commission
declared effective on April25, 2017 (File No.333-216075).

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
Exhibit1.1 hereto and is incorporated herein by reference. A copy
of the legal opinion of Messerli Kramer P.A. relating to the
validity of the shares of common stock that may be sold in the
offering is filed as Exhibit5.1 hereto.

Item 8.01 Other Events.

On May26, 2017, we issued a press release announcing that we had
priced the offering. A copy of the press release is filed as
Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

About Asure Software, Inc. (NASDAQ:ASUR)

Asure Software, Inc. is a global provider of cloud-based software-as-a-service (SaaS) solutions that help companies to bring people, time, space and assets together. The Company serves approximately 6,000 clients in over 80 countries. The Company offers a range of solutions to help its clients optimize and manage mobile workforces and global workspaces. Its SaaS-based offerings include asset management, mobile room scheduling, mobile time tracking, scheduling software, space utilization solutions, tablet-based time clocks, time clocks, touch panels for room scheduling and workplace business intelligence (BI) analytics. It offers approximately two product lines, including AsureSpace and AsureForce. Its AsureSpace provides workplace management solutions that enable organizations to manage their office environments and manage real estate utilization. Its AsureForce time and labor management solutions help organizations to manage labor and labor administration costs and activities.

Asure Software, Inc. (NASDAQ:ASUR) Recent Trading Information

Asure Software, Inc. (NASDAQ:ASUR) closed its last trading session down -0.23 at 14.40 with 695,202 shares trading hands.