Asure Software,Inc. (NASDAQ:ASUR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
OnJune14, 2018, we and iSystems Holdings, LLC (the “Selling Stockholder”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC, Canaccord Genuity LLC and Roth Capital Partners, LLC, as representatives of the several underwriters identified therein (collectively, the “Underwriters”), relating to a firm commitment offering of 2,500,000 shares of our common stock at a public offering price of$17.50per share, including 2,000,000 shares to be sold by us and 500,000 shares to be sold by the Selling Stockholder. Under the terms of the Underwriting Agreement, we granted the Underwriters a 30-day option to purchase up to an additional 375,000 shares of common stock from us. The closing of the offering is expected to take place onJune18, 2018, subject to customary closing conditions.
We estimate that the net proceeds to us from the sale of 2,000,000 shares of common stock, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately$32.5 million. If the Underwriters exercise their option to purchase additional shares in full, net proceeds to us from the offering will be approximately $38.6 million. 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. We will not receive any proceeds from the sale of shares by the Selling Stockholder.
The shares of common stock being sold by us have been registered to a registration statement on FormS-3 (File No.333-224068), which the Securities and Exchange Commission declared effective on April16, 2018, and the shares of common stock being sold by the Selling Stockholder have been registered to a registration statement on FormS-3 (File No.333-224088), which the Securities and Exchange Commission declared effective on April16, 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 Exhibit1.1 hereto and is incorporated herein by reference. A copy of the legal opinion of Messerli& Kramer P.A. related to the shares of common stock that may be sold in the offering is filed as Exhibit5.1 hereto.
Item 8.01.Other Events.
On June13, 2018, we issued a press release announcing that we had commenced the offering, and on June14, 2018 we issued a press release announcing that we had priced the offering. Copies of these press releases are filed as Exhibits 99.1 and 99.2 hereto, respectively.