[8-K] Asure Software, Inc Reports Material Event

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing five-year, auto-callable “Worst-of” Jump Securities linked to the Dow Jones Industrial Average (INDU), Nasdaq-100 (NDX) and Russell 2000 (RTY).

• Issue price: $1,000 per security; estimated value: $956.70 (≈4.3% below issue price).
• Auto-call feature: If on the first determination date (5 Aug 2026) each index closes at or above its initial level, the note is redeemed early for $1,197.50-$1,227.50 (≈+20-23%) and terminates.
• Participation: 150% of any positive performance of the worst-performing index, payable at maturity if not auto-called.
• Protection: Principal is returned in full provided the worst index does not fall below its 70% downside threshold (-30%) on the final observation date. Below that level, repayment is reduced 1-for-1 with the index decline (e.g., -40% worst index ⇒ $600).
• Maturity & key dates: Pricing 31 Jul 2025; final determination 31 Jul 2030; maturity 5 Aug 2030; CUSIP 61778NCG4.

The securities do not pay periodic interest, are unsecured and unsubordinated MSFL obligations, and will not be listed. Investors face credit risk, market risk, liquidity constraints, and potential tax complexity. The worst-of structure amplifies downside exposure and caps upside via auto-call.

Positive

• 150% participation amplifies upside versus underlying indices if note is not auto-called.
• Early redemption payment of $1,197.50-$1,227.50 offers a potential 20-23% return after only one year, attractive in a flat or modestly rising market.
• Contingent principal protection up to a 30% decline in the worst-performing index shields investors from moderate market pullbacks.

Negative

• No principal guarantee; losses accelerate 1:1 once any index closes below 70% of its initial level.
• Worst-of structure exposes holders to the weakest of three indices, increasing probability of principal loss.
• Auto-call feature limits upside to one observation date, reducing long-term growth potential.
• Estimated value ($956.70) is ≈4.3% below issue price, indicating embedded fees and negative carry from day one.
• Unlisted, illiquid securities could trade at wide spreads; exit prior to call or maturity may be costly.
• Credit risk of Morgan Stanley and its finance subsidiary directly affects repayment.

Insights

Structured-Products Analyst

TL;DR – High coupon-like auto-call but material downside after −30%, worst-of triple-index risk and 4% issue premium make this a niche tactical trade.

The note offers an attractive 20-23% absolute return after one year if all three equity benchmarks are flat or positive, plus 150% upside participation thereafter. However, the payoff is materially capped by the single auto-call date; any rally beyond August 2026 forfeits additional upside. The 70% barrier provides only contingent protection—investors could lose up to 100% in a severe bear market. Pricing is standard for Morgan Stanley retail flow: an estimated value 4% below par and no exchange listing, implying potential 4-6% bid/offer friction. Because proceeds are immaterial to Morgan Stanley’s capital structure, the filing is not impactful to MS equity, but is relevant for yield-seeking retail investors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025

ASURE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

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)

512-437-2700

(Registrant’s Telephone Number, including Area Code)

None

(Former address)

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:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			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))
☐			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:

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).

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 13(a) of the Exchange Act.

☐

Item 1.01.    Entry into a Material Definitive Agreement.

Equity Purchase Agreement

On July 1, 2025, Asure Software, Inc. (the “Company”) acquired 100% of the membership interests of Lathem Time 2025, LLC, a Delaware limited liability company (f/k/a Lathem Time Corporation, a Georgia corporation) (“Lathem”), pursuant to that certain Equity Purchase Agreement (the “Agreement”), by and among Pendulum Holding, Inc. (the “Seller”), the equityholders of Pendulum Holding, Inc., Lathem and the Company. The purchase price paid by the Company to the Seller is $39.5 million, subject to certain adjustments, as set forth in the Agreement, based on working capital and inventory costs (the “Lathem Transaction”). The Agreement includes customary confidentiality, non-competition, non-solicitation, non-interference, and indemnification provisions, and the parties are subject to customary representations and warranties as provided therein. Lathem is primarily a provider of time and attendance products.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Agreement, a copy of which is filed herewith as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment to Credit Agreement

Also on July 1, 2025, the Company entered into a Limited Consent, Amendment No. 1 and Joinder (the “Amendment”) to that certain Credit, Security and Guaranty Agreement (the “Credit Agreement”), dated as of April 10, 2025, by and among the Company and its direct and indirect subsidiaries (including Lathem), MidCap Financial Trust (“MidCap”) and the lenders from time to time party thereto (the “Credit Agreement,” and, together with the Amendment, the “Amended Credit Agreement”), pursuant to which Lathem was added as a guarantor under the Amended Credit Agreement, the lenders consented to the Lathem Transaction as a “Permitted Acquisition” and the Company, MidCap and lenders agreed to increase the minimum liquidity threshold from $6.0 million to $7.5 million. Also, in connection with the Amendment and the consent to the Latham Transaction, the Company agreed to increase the final payment fee paid to the lenders at the time of final payment under the loan from 1.00% to 2.00% of the amount advanced thereunder except in the case of a refinance of the loan with MidCap and the lenders, in which case, the unaccrued portion of that fee would be waived.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01.    Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 under the heading “Equity Purchase Agreement” is incorporated herein by reference into this Item 2.01.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant.

On June 30, 2025, and to finance the closing proceeds for the Lathem Transaction, the Company borrowed the remaining $40 million available under the Credit Agreement. The Company will use any remaining portion of these loan proceeds for future Permitted Acquisitions (as defined in the Credit Agreement).

There was no change to the interest payable on the outstanding loan balance or the Company’s payment terms under the Credit Agreement. Prior or to April 1, 2029 (the “Amortization Start Date”), the Company must make interest-only payments on the outstanding loan balance. Commencing on the Amortization Start Date and continuing on the first day of each calendar month thereafter, the Company will pay an amount equal to the total principal of the outstanding loan balance divided by twelve (12), for a twelve (12) month straight-line amortization of equal monthly principal payments. Also on a monthly basis, the Company must pay an administrative agency fee to MidCap calculated based on the average end-of-day principal balance of the Loans outstanding during the immediately preceding month.

The maturity date of the loan, as provided under the Credit Agreement, is April 1, 2030.

The information set forth in Item 1.01 under the headings “Equity Purchase Agreement” and “Amendment to Credit Agreement” is incorporated herein by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
2.1*						Equity Purchase Agreement, dated July 1, 2025, by and among Pendulum Holding, Inc., the equityholders of Pendulum Holding, Inc., Lathem Time 2025, LLC (f/k/a Lathem Time Corporation) and Asure Software, Inc.
10.1*						Limited Consent, Amendment No. 1 and Joinder (the “Amendment”) to Credit, Security and Guaranty Agreement, dated July 1, 2025, by and among Asure, Software, Inc., Asure Operations LLC, Asure Customer & IP Holdco LLC, Asure Payroll Tax Management LLC, Asure Benefits Management LLC, Asure Treasury Management, LLC, Lathem Time 2025, LLC, MidCap Financial Trust and the lenders from time to time party thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

*    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 Securities and Exchange Commission upon its request.

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.

						ASURE SOFTWARE, INC.
Dated: July 1, 2025			By:			/s/ John Pence
						Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

FAQ

What indices back Morgan Stanley’s Worst-of Jump Securities (CUSIP 61778NCG4)?

The note references the Dow Jones Industrial Average (INDU), Nasdaq-100 (NDX) and Russell 2000 (RTY).

How does the auto-call feature work on the MS Jump Securities?

If on 5 Aug 2026 each index is at or above its initial level, the security redeems early for $1,197.50-$1,227.50 per $1,000 invested.

What is the downside protection level on these Morgan Stanley structured notes?

Principal is protected unless the worst-performing index falls below its 70% downside threshold (a 30% drop) on 31 Jul 2030.

What happens if the worst index falls 40% by the final determination date?

Investors would receive $600 per note, reflecting a 40% loss, as shown in the hypothetical payoff table.

Do the securities pay periodic interest or coupons?

No. They are zero-coupon notes; returns come solely from early redemption or maturity settlement.

Why is the estimated value ($956.70) below the $1,000 issue price?

It reflects dealer fees, hedging costs and Morgan Stanley’s funding spread, reducing the note’s economic value at issuance.