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Asure Software

Logo: Stwainer, CC BY-SA 4.0, via Wikimedia Commons4

American software company

Asure Software, Inc. is a software company. Prior to September 13, 2007, the company was known as Forgent Networks. After rebranding as Asure Software, the company expanded into offering human capital management (HCM) solutions, including payroll, time & attendance, talent management, human resource management, benefits administration and insurance services.3 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

Jan 1, 1985Founded1

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  • TickerASUR on Nasdaq1
  • IndustrySaaS, software as a service1
  • HeadquartersAustin1
  • Websitewww.asuresoftware.com
  • Incorporated inDE5
  • Business address405 Colorado St, #1800, Austin, Tx 787015
  • Filer categoryAccelerated filer5
  • Legal formCorporation

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Asure Software Timeline
Photo: Jcampbellasur, CC BY-SA 3.0, via Wikimedia Commons8

Asure Software, Inc. is a software company. Prior to September 13, 2007, the company was known as Forgent Networks. After rebranding as Asure Software, the company expanded into offering human capital management (HCM) solutions, including payroll, time & attendance, talent management, human resource management, benefits administration and insurance services.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2023

71.8%Gross margin9
-2.5%Operating margin9
-7.7%Net margin9
24.3%Revenue growth, 202310
-4.8%Return on equity9
0.02×Debt to equity9
$17.3MFree cash flow9

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Recurring brought in 91% of the revenue Asure Software broke down this way in fiscal 2025.

  1. Recurring$127.3M1191%up 11% from 2024
  2. Professional Services Revenue$13.3M119%up 149% from 2024
Products and services by year
Products and services20242025
Recurring$114.5M$127.3M
Professional Services Revenue$5.3M$13.3M

Where the money goes

Where each dollar of revenue went, fiscal 2023

  • Cost of revenue28¢$33.5M
  • Research and development6¢$6.8M
  • Other costs66¢$78.6M
  • Income tax0¢$109.0K

Out of $119.1M in revenue.109 The company lost money this year.

Where each dollar of operating cash went, fiscal 2023

  • Capital spending8¢$1.6M
  • Kept or used elsewhere92¢$17.3M

Out of $18.9M of cash from operations.9

Financial statements

Revenue12131410$119.1M in 2023+63% since 2019
0$50.0M$100.0M$150.0M2019: $73.2M$73.2M20192020: $65.5M$65.5M2020−10%2021: $76.1M$76.1M2021+16%2022: $95.8M$95.8M2022+26%2023: $119.1M$119.1M2023+24%
Gross profit121314109$85.5M in 2023+97% since 2019
0$25.0M$50.0M$75.0M$100.0M2019: $43.3M$43.3M20192020: $38.1M$38.1M2020−12%2021: $46.6M$46.6M2021+22%2022: $62.5M$62.5M2022+34%2023: $85.5M$85.5M2023+37%
Operating income121314109-$3.0M in 2023−94% since 2019
-$60.0M-$40.0M-$20.0M02019: -$50.4M-$50.4M20192020: -$14.9M-$14.9M2020−70%2021: -$13.0M-$13.0M2021−13%2022: -$11.3M-$11.3M2022−13%2023: -$3.0M-$3.0M2023−73%
Net income121314109-$9.2M in 2023
-$20.0M0$20.0M$40.0M2019: $30.0M$30.0M20192020: -$16.3M-$16.3M20202021: $3.2M$3.2M20212022: -$14.5M-$14.5M20222023: -$9.2M-$9.2M2023−36%

Every line of the income statement as filed: the last 2 fiscal years, latest first.11

Period ending2025-12-312024-12-31
Cost of sales$45.7M$37.7M
Gross profit$94.9M$82.1M
Sales and marketing$33.6M$28.3M
General and administrative$45.8M$40.5M
Research and development$5.6M$7.8M
Amortization of intangible assets$18.3M$16.2M
Total operating expenses$103.3M$92.8M
Loss from operations-$8.4M-$10.7M
Interest income$869.0K$913.0K
Interest expense-$5.1M-$1.0M
Other income, net$121.0K$8.0K
Loss from operations before income taxes-$12.5M-$10.8M
Income tax expense$652.0K$933.0K
Net loss-$13.1M-$11.8M
Unrealized gain on marketable securities$1.0M$540.0K
Comprehensive loss-$12.1M-$11.2M
Basic (in Dollars per share)-$0.48-$0.45
Diluted (in Dollars per share)-$0.48-$0.45
Basic (in shares)27.4M shares26.1M shares
Diluted (in shares)27.4M shares26.1M shares

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Corporate structure

Asure Software sits at the top of its group. 6 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Asure Software

  • Asure Software Austin
    • Asure Benefits Management LLC Subsidiary · Delaware, United States
    • Asure Customer & IP HoldCo LLC Subsidiary · Delaware, United States
    • Asure Operations LLC Subsidiary · Delaware, United States
    • Asure Payroll Tax Management LLC Subsidiary · Delaware, United States
    • Asure Treasury Management LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Asure Software reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Furniture and fixtures$9.1M11 Dec 31, 2025$8.3M11 Dec 31, 2024+10.0%
Computer equipment and software$44.5M11 Dec 31, 2025$31.3M11 Dec 31, 2024+42.3%
Leasehold improvements$2.9M11 Dec 31, 2025$2.6M11 Dec 31, 2024+12.3%
Property and equipment, before depreciation$59.9M11 Dec 31, 2025$45.2M11 Dec 31, 2024+32.5%
Accumulated depreciation$32.1M11 Dec 31, 2025$25.6M11 Dec 31, 2024+25.6%
Property and equipment, net$27.8M11 Dec 31, 2025$19.7M11 Dec 31, 2024+41.4%
Operating-lease assets (leased space)$6.0M11 Dec 31, 2025$4.0M11 Dec 31, 2024+49.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$25.2M11 Dec 31, 2025$21.4M11 Dec 31, 2024+17.8%
Marketable securities, current$12.8M11 Dec 31, 2025$5.3M11 Dec 31, 2024+142.4%
Marketable securities, non-current$75.9M11 Dec 31, 2025$63.1M11 Dec 31, 2024+20.3%
Debt securities available for sale$88.7M11 Dec 31, 2025$68.3M11 Dec 31, 2024+29.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$115.8M11 Dec 31, 2025$94.7M11 Dec 31, 2024+22.2%
Intangible assets, net (excluding goodwill)$87.9M11 Dec 31, 2025$69.1M11 Dec 31, 2024+27.2%
Finite-lived intangibles, gross$203.4M11 Dec 31, 2025$165.2M11 Dec 31, 2024+23.1%
Accumulated amortization$115.5M11 Dec 31, 2025$96.1M11 Dec 31, 2024+20.2%
Finite-lived intangibles, net$87.9M11 Dec 31, 2025$69.1M11 Dec 31, 2024+27.2%

Inventory

ItemLatestA year beforeChange
Inventory, total$2.8M11 Dec 31, 2025$195.0K11 Dec 31, 2024+1349.2%

Properties, in its own words

Our principal offices are located in Austin, Texas where we occupy approximately 9,500 square feet of office space. We also lease other office suites in Alabama, California, Florida, Georgia, New Jersey, New York, North Carolina, Ohio, South Dakota, Tennessee, Texas, Virginia, and Vermont.

Management believes that the leased properties described above are adequate to meet Asure’s current operational requirements and can accommodate further physical expansion of office space as needed.

Item 2 of the 10-K filed Feb 26, 2026.18

Leadership

Who has led Asure Software, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Patrick Goepel2009–now

Chair

  1. Patrick Goepel2020–now

Chief financial officer

  1. Jay Peterson2006–2007
  2. David Michael Scoglio2010–2012
  3. Jennifer Lynn Crow2012–2013
  4. Charles Bradford Wolfe2014–2017
  5. Kelyn Brannon-Ahn2017–2020

Chief operating officer

  1. James Joseph Karbowski2016–2018
  2. Rhonda Michelle Parouty2019
1990200020102020
Board members and other officers (22)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerJohn Pence named Mar 8, 2024 to Feb 13, 202650
  • DirectorWilliam Carl Drew named Mar 8, 2024 to Feb 13, 202650

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Asure Benefits Management LLC Delaware6
  • Asure Customer & IP HoldCo LLC Delaware6
  • Asure Operations LLC Delaware6
  • Asure Payroll Tax Management LLC Delaware6
  • Asure Treasury Management LLC Delaware6

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Acquisitions

On September 13, 2007, Forgent acquired iEmployee.

On October 3, 2011, Asure Software announced that it had acquired ADI Time, a vendor of cloud computing time and attendance software and labor management services. On March 21, 2016, it announced the acquisition of Mangrove Employer Services, which developed human resource management software; it began massive layoffs of previous Mangrove employees in June 2016.

In May 2017, Asure acquired the Tampa-based company Compass HRM Inc.

In April 2018, Asure acquired Austin HR, an Austin based HR Consulting & Payroll & Benefit Administration company. On December 2, 2019, Asure Software announced that it completed the sale of its Workspace Management Business to FM:Systems.

From Wikipedia’s article on Asure Software, shared under CC BY-SA 4.0.7

Former names

  • FORGENT NETWORKS INCMar 14, 2002 to Jan 21, 20105
  • VTEL CORPJun 4, 1996 to Feb 6, 20025

Timeline

  1. Jul 30, 20268-K Results of operations51
  2. May 13, 20268-K Shareholder vote52
  3. Apr 30, 20268-K Results of operations53
  4. Feb 26, 20268-K Results of operations54
  5. Oct 30, 20258-K Results of operations55
  6. Jul 31, 20258-K Results of operations56
  7. Jul 1, 20258-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation57
  8. Jun 2, 20258-K Entered a material agreement; Change to shareholders' rights; Shareholder vote58
  9. May 1, 20258-K Results of operations59
  10. Apr 16, 20258-K Entered a material agreement; Change to shareholders' rights; Change of auditor60
  11. Apr 10, 20258-K Entered a material agreement; New debt or obligation61
  12. Mar 6, 20258-K Results of operations62
  13. Oct 29, 2009New chief executive Patrick Goepel becomes CEO19
  14. Sep 13, 2007Went public Listed on NASDAQ1
  15. Jan 1, 1985Founded Founded1

Calendar

Coming up

  1. Oct 29, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.08 a share, on Oct 30, 2025.63

When it reported results

  1. Jul 30, 2026Reported quarterly or annual results51
  2. Apr 30, 2026Reported quarterly or annual results53
  3. Feb 26, 2026Reported quarterly or annual results54
  4. Oct 30, 2025Reported quarterly or annual results55
  5. Jul 31, 2025Reported quarterly or annual results56
  6. May 1, 2025Reported quarterly or annual results59
  7. Mar 6, 2025Reported quarterly or annual results62
  8. Oct 31, 2024Reported quarterly or annual results64

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

246 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 38 major events, 120 insider forms, 31 large holders, 6 private raises, 31 other. The latest 20:

  1. Oct 5, 20264 EDGAR
  2. Oct 5, 20264 EDGAR
  3. Sep 2, 20264 EDGAR
  4. Sep 2, 20264 EDGAR
  5. Aug 12, 20264 EDGAR
  6. Aug 11, 2026144 EDGAR
  7. Aug 4, 20264 EDGAR
  8. Aug 4, 20264 EDGAR
  9. Jul 30, 20264 EDGAR
  10. Jul 30, 20264 EDGAR
  11. Jul 30, 20264 EDGAR
  12. Jul 30, 20264 EDGAR
  13. Jul 30, 20264 EDGAR
  14. Jul 30, 20264 EDGAR
  15. Jul 30, 20268-K EDGAR
  16. Jul 30, 202610-Q EDGAR
  17. Jul 16, 2026SCHEDULE 13G/A EDGAR
  18. Jul 6, 20264 EDGAR
  19. Jul 6, 20264 EDGAR
  20. Jun 3, 20264 EDGAR

The 246 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

27 open-market trades by officers, directors and large owners since October 2021: 9 buys and 18 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 11, 2026Reynolds BjornDirectorSale15,420$8.35$128.8KForm 4
Mar 11, 2026Goldstein EyalChief Revenue OfficerSale20,000$9.09$181.8KForm 4
Aug 6, 2025Goepel PatrickChairman & CEOBuy5,250$8.16$42.8KForm 4
Aug 5, 2025Drew William CarlDirectorBuy25,000$8.30$207.5KForm 4
May 28, 2025Reynolds BjornDirectorSale831$9.51$7.9KForm 4
May 8, 2025ALLEN BEN FDirectorSale10,000$10.00$100.0KForm 4
Mar 17, 2025Lee Grace G.DirectorSale7,500$9.51$71.3KForm 4
Mar 12, 2025Goldstein EyalChief Revenue OfficerSale18,000$9.27$166.9KForm 4
Mar 11, 2025Goldstein EyalChief Revenue OfficerSale26,007$9.53$247.9KForm 4
Aug 29, 2024GILL DANIEL MDirectorSale5,000$8.69$43.5KForm 4
Aug 20, 2024Goldstein EyalChief Revenue OfficerSale10,000$8.44$84.4KForm 4
May 7, 2024Goepel PatrickChairman & CEOBuy100$7.28$728Form 4
May 7, 2024Goepel PatrickChairman & CEOBuy1,009$7.28$7.3KForm 4
Dec 14, 2023Goepel PatrickChairman & CEOBuy3,000$7.83$23.5KForm 4
Mar 17, 2023Goldstein EyalChief Revenue OfficerSale20,000$13.69$273.8KForm 4
Mar 14, 2023Oberwager Bradford ScovillDirectorSale4,144$13.71$56.8KForm 4
Mar 10, 2023Reynolds BjornDirectorSale15,140$13.80$208.9KForm 4
Mar 7, 2023Goldstein EyalChief Revenue OfficerSale12,696$13.97$177.4KForm 4
Mar 7, 2023Goldstein EyalChief Revenue OfficerSale12,696$13.97$177.4KForm 4
Mar 6, 2023Goldstein EyalChief Revenue OfficerSale16,680$14.40$240.2KForm 4

All 27 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Patrick Goepel64$475.0K$2.6M75
2025Eyal Goldstein50$450.0K$2.0M75
2025John Pence55$400.0K$1.5M75
2024Chief Executive Officer$450.0K$1.9M75
2024Chief Revenue Officer$425.0K$1.6M75
2024Chief Financial Officer$385.0K$1.2M75

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$22.8M 2020–2025
Money received by yearMoney received by year, 2020–2025: $22.8M in all. Private raises (Form D) $14.0M; PPP loans $8.9M.$0$2.5M$5M$7.5M$10M2020 · PPP loans: $8.9M202020222024 · Private raises (Form D): $9.1M20242025 · Private raises (Form D): $4.8M2025
Figures by year
YearPrivate raises (Form D)PPP loansTotal
2025$4.8M–$4.8M
2024$9.1M–$9.1M
2020–$8.9M$8.9M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Oct 30, 2025Raised $1.7 million in a private offering of equity76 Form D: 4 investors so far Form D
  2. Aug 1, 2025Raised $3.1 million in a private offering of equity50 Form D: $4 million offered in all Form D
  3. Jul 11, 2024Raised $4.2 million in a private offering of equity77 Form D: 4 investors so far Form D
  4. Apr 30, 2024Raised $369,500 in a private offering of equity78 Form D: 1 investor so far Form D
  5. Feb 22, 2024Raised $4.5 million in a private offering of equity79 Form D: 1 investor so far Form D

PPP loans

Paycheck Protection Program loans of $150,000 and up, approved April 2020 to July 2021, from the SBA80. Matched to this company by name and state.

  1. Apr 14, 2020$8.9M PPP loan (first draw) from Pinnacle Bank80To ASURE SOFTWARE, INC., Austin TX; $8.7M forgiven Jun 14, 2021

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Private Capital Management, LLC4,203,526$33.4M3.0%+191,468
Needham Investment Management LLC2,635,000$20.9M0.6%+27,500
Jupiter Topco LLC1,830,824$14.5M0.0%New
BlackRock, Inc.1,651,498$13.1M0.0%+139,634
Vanguard Capital Management LLC1,070,718$8.5M0.0%−16,162
Dimensional Fund Advisors LP953,880$7.6M0.0%−5,564
Swedbank AB800,000$6.4M0.0%No change
Rice Hall James & Associates, LLC705,628$5.6M0.3%+34,684
Pacific Ridge Capital Partners, LLC696,002$5.5M1.0%−5,776
Royce & Associates LP681,487$5.4M0.0%+220,158
Geode Capital Management, LLC633,554$5.0M0.0%+37,671
Kennedy Capital Management LLC518,779$4.1M0.1%−9,280
ArrowMark Colorado Holdings LLC490,893$3.9M0.2%−266,640
State Street Corp481,372$3.8M0.0%−3,082
S Squared Technology, LLC399,360$3.2M1.0%No change
Diamond Hill Capital Management, LLC (Investment Advisor)239,980$1.9M0.0%+24,150
Northern Trust Corp215,152$1.7M0.0%+20,551
Equitable Trust Co212,730$1.7M0.1%+100,970
North Star Investment Management Corp.198,000$1.6M0.1%+19,756
Bank of New York Mellon Corp184,254$1.5M0.0%+3,446
Vanguard Fiduciary Trust Co173,950$1.4M0.0%+13,815
Vanguard Portfolio Management LLC162,904$1.3M0.0%+26,171
P.a.w. Capital Corp150,000$1.2M0.9%No change
Captrust Financial Advisors141,033$1.1M0.0%+2,490
Post Resch Tallon Group Inc.138,871$1.1M0.8%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Asure Software is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARASURE SOFTWARE INC2
  • CIK0000884144
  • Employer ID (EIN)74-241569618
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company18
  • Incorporated inDelaware18
  • Fiscal year endsDecember 312
  • Industry code (SIC)7373 Services-Computer Integrated Systems Design2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address405 Colorado St, #1800, Austin, TX 787012
  • Phone51243727002
  • Shares outstanding28,879,328 as of Jul 29, 202616
  • Public float$250.3M as of Jun 30, 202518
  • AuditorCBIZ CPAs P.C., Los Angeles, California PCAOB ID 199; it also attests to the company’s internal control over financial reporting18
  • On EDGAR sinceFeb 9, 19962
  • Filings1,193 in all: 4 (331), 8-K (283), 10-Q (93), SC 13G/A (44), 10-K (30), DEF 14A (30), 3 (28), CORRESP (26)2
    All 54 form types

    SC 13G (24), SC 13D/A (22), UPLOAD (22), 4/A (19), 8-K/A (17), DEFA14A (17), S-8 (14), 10-K/A (12), 424B5 (12), DFAN14A (12), 424B3 (11), EFFECT (10), PRE 14A (10), PRER14A (10), S-3 (10), 11-K (9), 144 (9), PRRN14A (9), SCHEDULE 13G/A (8), D (6), NT 10-K (5), NT 10-Q (5), S-3/A (5), SC 13D (5), 10-Q/A (4), NT 11-K (4), SC 13E3/A (4), DEFC14A (3), FWP (3), PREC14A (3), S-4 (3), 8-A12B/A (2), 8-A12G (2), CT ORDER (2), PREM14A (2), SC TO-I/A (2), SCHEDULE 13G (2), 11-K/A (1), 8-A12B (1), D/A (1), DEFM14A (1), POS AM (1), REGDEX (1), S-4/A (1), SC 13E3 (1), SC TO-I (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Jul 30, 2026
    Proxy statement (DEF 14A) Apr 2, 2026
    Latest 8-K (8-K) Jul 30, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 par valueASURNasdaq
Series A Junior Participating Preferred Share Purchase Rights

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).18

Risk factors and legal proceedings

The risks Asure Software names in Item 1A of its 10-K filed Feb 26, 2026: 43 risks under these headings, as written.18

  • RISKS RELATED TO OUR BUSINESS
  • If our security measures, or those of our third-party data center hosting facilities, cloud computing platform providers or third-party service partners are compromised or breached, or if personal information of our clients or their employees is accessed or obtained, our services and HCM solution may be perceived as not being secure, our brand could be damaged, our services may be disrupted, and customers may curtail or stop using our services, all of which could reduce our revenue and earnings, increase our expenses, and expose us to legal claims and regulatory actions.
  • We have a history of losses, and we cannot be certain that we will achieve or sustain profitability.
  • We may need additional capital to support business growth or to make scheduled payments on or refinance our existing indebtedness. Such additional capital may have restrictions that could adversely affect our financial condition and our ability to respond to changes in our business or may be prevented entirely by our existing restrictive covenants.
  • Volatility and weakness in bank and capital markets may adversely affect credit availability and related financing costs for us.
  • We have acquired and plan to continue to acquire from time to time our Reseller Partners’ businesses that have licensed our proprietary software and other complementary businesses either through stock acquisition or through an asset purchase of their client service agreements and related assets. These acquisitions could prove difficult to integrate, result in unknown or unforeseen liabilities, disrupt our business, dilute stockholder value and ownership and adversely affect our operating results and financial condition.
  • Privacy concerns and laws and other regulations may limit the effectiveness of our applications and adversely affect our business.
  • The adoption of new or interpretation of existing money service business statutes and money transmitter statutes at the federal and state level could subject us to additional regulation and related expense and necessitate changes to our business model.
  • Our software and solutions may not function adequately, which could damage our reputation and give rise to claims against us, which could harm our business and operating results.
  • We depend on data centers and computing infrastructure operated by third parties, and any disruption in these operations or changes of these providers could adversely affect our business.
  • We incur significant costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives, including incremental requirements as a result in a change of filer status. We may fail to comply with the rules that apply to such public companies, which could result in sanctions or other penalties that would harm our business.
  • Some of our key components are procured from a single or limited number of suppliers. Thus, we are at risk of shortages, price increases, tariffs, changes in international trade policies or treaties, delays, or discontinuation of key components, which could disrupt and materially and adversely affect our business.
The other 32 risks
  • We have previously identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future, fail to remediate the identified material weakness, or otherwise fail to maintain an effective system of internal control, all of which, if they occur, may result in material misstatements of our financial statements.
  • If we are unable to release timely updates to reflect changes in wage and hour laws, tax, privacy, benefit and other laws and regulations that our products help our clients address, the market acceptance of our products may be adversely affected and our revenues could decline.
  • If we are not able to develop enhancements and new features to our products, keep pace with technological developments or respond to future technologies, our business, operating results and financial results will be adversely affected.
  • Our business depends substantially on clients renewing their agreements with us, purchasing additional products from us or adding additional users. If our customers do not renew their agreements with us or reduce the services purchased, our revenue will decline and our business, operating results and financial condition may be adversely affected. If we cannot accurately predict subscription renewals or upgrade rates, we may not meet our revenue targets, which may adversely affect the market price of our common stock.
  • Client funds that we hold in trust are subject to market, interest rate, credit and liquidity risk. The loss of these funds could have a material adverse effect on our business, financial condition and results of operations.
  • The markets in which we participate are highly competitive, and if we do not compete effectively, our operating results could be adversely affected.
  • Our clients could have insufficient funds to cover payments we have made on their behalf or credit that we have extended to them in connection with the services that we have provided, resulting in financial loss to us.
  • If the banks that currently provide ACH and wire transfers fail to properly transmit ACH, exit the payroll industry, or terminate their relationship with us or limit our ability to process funds or we are not able to increase our ACH capacity with our existing and new banking partners, our ability to process funds on behalf of our clients and our financial results and liquidity could be adversely affected.
  • Our balance sheet includes significant amounts of goodwill and intangible assets. The impairment of a significant portion of these assets would adversely affect our business, operating results and financial condition.
  • If we fail to adequately protect our proprietary rights, our competitive advantage and brand could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.
  • We may be sued by third parties for infringement of their proprietary rights.
  • Even if demand for HCM products and services increases generally, there is no guarantee that demand for SaaS products generally or our products in particular will increase to a corresponding degree, or at all.
  • We may be subject to claims, lawsuits, governmental investigations and other proceedings that could adversely affect our business, financial condition and results of operations.
  • Advancements and adoption of AI, either in our industry or those of our clients, could reduce demand for our solutions, which could have a material adverse effect on our business, operating results, and financial results.
  • Issues in the use of AI in our HCM products and services may result in reputational harm or liability to us, and our business, operating results, and financial results may be adversely affected.
  • Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported operating results.
  • The use of open-source software in our applications may expose us to risks and harm our intellectual property rights.
  • We may be adversely affected by failure of third parties in providing their services.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
  • Inability to maintain the third-party licensed software we use in our applications at the current costs could result in increased costs or reduced service levels, which could adversely affect our business.
  • Evolving regulation of the Internet, changes in the infrastructure underlying the Internet or interruptions in Internet access may adversely affect our business, operating results and financial condition by increasing our expenditures and causing client dissatisfaction.
  • A portion of our accounts receivable is related to tax processing services that enabled businesses to file for Employee Retention Tax Credits under the CARES Act.
  • If we lose key personnel, including key management personnel, or are unable to attract and retain additional personnel as needed in the future, it could disrupt the operation of our business, delay our product development, harm our growth efforts and have a material adverse effect on our business.
  • Adverse tax laws or regulations could be enacted, or existing laws could be applied to us or our clients, which could increase the costs of our services and adversely impact our business.
  • Political, economic and social factors may materially adversely affect our business and financial results.
  • RISKS RELATED TO OUR SECURITIES
  • Sales, or the potential for sales, of a substantial number of shares of our common stock in the public market, including sales done by us in connection with financing activities or by our existing stockholders, could cause our stock price to fall.
  • Our common stock has traded in low volumes. We cannot predict whether an active trading market for our common stock will ever develop.
  • Our stock price has been, and likely will continue to be, volatile.
  • We do not intend to pay dividends for the foreseeable future, and you must rely on increases in the market price of our common stock for returns on equity investment.
  • Our stockholder rights plan, or “poison pill,” includes terms and conditions which could discourage a takeover or other transaction that stockholders may consider favorable.
  • Provisions in our charter documents, our stockholder rights plan, and under Delaware law could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of our management and board of directors.
  • Our business could be negatively affected as a result of actions of activist stockholders, and such activism could impact the trading value of our securities.

Legal proceedings

Although we have been, are, and in the future may be, the defendant or plaintiff in various actions arising in the normal course of business, as of December 31, 2025, we were not currently a party to any material legal proceedings.

The opening of Item 3, Legal Proceedings.18

Sources

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