UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Asure Software, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
04649U102
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rulepursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
*The remainder of this cover page shall befilled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequentamendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder ofthis cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act")or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
seethe Notes)
CUSIPNo 04649U102
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Archon Capital Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,034,892
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,034,892
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,034,892
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.16%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, IA
CUSIP No 04649U102
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Constantinos Christofilis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,034,892
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,034,892
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,034,892
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.16%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
CUSIP No 04649U102
Item 1. (a). Name of Issuer:
Asure Software, Inc.
(b). Address of issuer's principal executive offices:
405 Colorado Street, Suite 1800
Austin, Texas 78701
Item 2. (a). Name of person filing:
Archon Capital Management LLC
Constantinos Christofilis
(b). Address of principal business office, or if none, residence:
Archon Capital Management LLC
1100 19
th
Avenue E
Seattle, Washington 98112
Constantinos Christofilis
c/o Archon Capital Management LLC
1100 19
th
Avenue E
Seattle, Washington 98112
(c). Citizenship:
Archon Capital Management LLC - Washington
Constantinos Christofilis - United States
(d). Title of class of securities:
Common Stock, $0.01 Par Value
(e). CUSIP No.:
04649U102
Item 3. If this Statement is filed pursuant to (s)(s)240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78c).
(b) [_] Bank as defined in section 3(a)(6)
of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [_] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance
with (s) 240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in
accordance with (s) 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in
accordance with (s)240.13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] A non-U.S. institution in accordance
with (s)240.13d-1(b)(1)(ii)(J);
(k) [_] Group, in accordance with (s)240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with (s)240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Archon Capital Management LLC: 1,034,892
Constantinos Christofilis: 1,034,892
(b) Percent of class:
Archon Capital Management LLC: 4.16%
Constantinos Christofilis: 4.16%
(c) Number of shares as to which Archon Capital Management LLC has:
(i) Sole power to vote or to direct the vote 0 ,
(ii) Shared power to vote or to direct the vote 1,034,892 ,
(iii) Sole power to dispose or to direct the disposition of 0 ,
(iv) Shared power to dispose or to direct the disposition of 1,034,892 .
Number of shares as to which Constantinos Christofilis has:
(i) Sole power to vote or to direct the vote 0 ,
(ii) Shared power to vote or to direct the vote 1,034,892 ,
(iii) Sole power to dispose or to direct the disposition of 0 ,
(iv) Shared power to dispose or to direct the disposition of 1,034,892 .
Instruction: For computations regarding securities which represent
a right to acquire an underlying security see (s)240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent
of the class of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than 5 percent of the class, such person should be identified.
A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not required.
All securities reported in this Schedule 13G
are owned by advisory clients of Archon
Capital Management LLC, none of which
individually own more than 5% of the class.
Item 7. Identification and Classification of
the Subsidiary Which Acquired the
Security Being Reported on by the Parent
Holding Company or Control Person.
If a parent holding company or control person has filed
this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G),
so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company
or control person has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary.
See Exhibit B attached hereto.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to
(s)
240.13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit
stating the identity and Item 3
classification of each member of the group.
If a group has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the
identity of each member of the group.
N/A
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may
be furnished as an exhibit stating
the date of the dissolution and that
all further filings with respect
to transactions in the security
reported on will be filed, if required,
by members of the group, in their
individual capacity. See Item 5.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under (s) 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best ofmy knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 13, 2024
(Date)
Archon Capital Management
LLC*
By: /s/ Constantinos Christofilis
Name: Constantinos Christofilis
Title: Managing Member
CONSTANTINOS CHRISTOFILIS*
/s/ Constantinos Christofilis
*The Reporting Persons disclaim beneficial ownershipover the securities
reported herein except to the extent of their pecuniary interest therein.
The original statement shall be signed by eachperson on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by hisauthorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative'sauthority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this
purposewhich is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statementshall
be typed or printed beneath his signature.
Note. Schedules filed in paper format shallinclude a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies areto be sent.
Attention. Intentional misstatements or omissionsof fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree thatthis Schedule 13G Amendment No. 3, dated February
13, 2024, relating to the Common Stock, $0.01 par value, of Asure Software,
Inc., shallbe filed on behalf of the undersigned.
Archon Capital Management
LLC
By: /s/ Constantinos Christofilis
Name: Constantinos Christofilis
Title: Managing Member
CONSTANTINOS CHRISTOFILIS
/s/ Constantinos Christofilis
Exhibit B
Archon Capital Management LLC is the relevant entityfor which Constantinos
Christofilis may be considered a control person.