Item 1.01. Entry into a Material Definitive Agreement
On April 14, 2022, the Board of Directors (the “Board”) of Asure Software, Inc. (the “Company”) approved a Third Amended and Restated Rights Agreement (the “Third Amended Rights Agreement”), to be dated effective October 28, 2022. The effectiveness of the Third Amended Rights Agreement is subject to the approval of a majority of the shares of common stock present in person or represented by proxy at the 2022 Annual Meeting (the “Requisite Stockholder Vote”), which will be held on May 31, 2022.
The Third Amended Rights Agreement is identical to the Second Amended and Restated Rights Agreement dated April l7, 2019, except that, if approved by the Requisite Stockholder Vote, it would extend the Final Expiration Date (as defined in the Third Amended Rights Agreement), from October 28, 2022, to October 28, 2025. (subject to other earlier termination events, including if the Requisite Stockholder Vote, approving the Third Amended Rights Agreement, has not been obtained by October 28, 2022).
As of December 31, 2021, the Company had federal net operating loss carryforwards of approximately $48.7 million and research and development credit carryforwards of approximately $3.8 million, which will expire in varying amounts in years 2022 through 2041.
The Board approved the Third Amend Rights Agreement to ensure the continued ability to use these net operating loss carryforwards and research and development carryforwards.
The Board did not approve the Third Amended Rights Agreement as an anti-takeover measure.
The foregoing summary of the Third Amended Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended Rights Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.