ASURE SOFTWARE INC

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 1, 2025, we issued 124 shares of our common stock to a reseller partner from whom we acquired certain assets. These shares were part of the purchase price consideration in connection with such purchase. The shares were valued at $10.93 per share, or an aggregate of $1,350. The issuance and sale of the shares of our common stock in connection with this settlement are exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.

On August 13, 2025, we issued 91 shares of our common stock in prepayment of outstanding principal (which had been reduced in settlement of indemnity claims) and accrued interest of one of our acquisition-related promissory notes. The shares were valued at $10.56 per share, or an aggregate of $956. The issuance and sale of the shares of our common stock in connection with this settlement are exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.

On September 30, 2025, we made a scheduled installment payment of principal to the holder of one of our acquisition-related promissory notes. The payment was made through the issuance of 47 shares of our common stock. The shares were valued at $8.00 per share, or an aggregate of $378. The issuance and sale of the shares of our common stock in connection with this payment are exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.

On October 30, 2025, we issued 201 shares of our common stock in partial prepayment of outstanding principal (which had been reduced as consideration for early repayment) of one of our acquisition-related promissory notes. The shares were valued at $8.47 per share, or an aggregate of $1,700. The issuance and sale of the shares of our common stock in connection with this settlement are exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.