MALVERN, Pa.--(BUSINESS WIRE)--Nov. 14, 2018--
USA Technologies, Inc. (NASDAQ: USAT) (the “Company”), a premier digital
payment, consumer engagement and logistics service provider for the
self-service retail market, today announced that The Nasdaq Stock Market
LLC (“Nasdaq”) has accepted the Company’s plan to regain compliance with
Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which will permit the
Company’s common stock and preferred stock to continue to trade on the
Nasdaq Global Market under the symbols “USAT” and “USATP”, respectively.
As previously reported, on October 2, 2018, the Company received a
notice from Nasdaq stating that the Company was not in compliance with
the Rule because the Company had not timely filed its Annual Report on
Form 10-K for the fiscal year ended June 30, 2018 (the “Annual Report”)
with the Securities and Exchange Commission (the “SEC”). The notice
provided that the Company had until November 1, 2018 to submit to Nasdaq
a plan to regain compliance with the Rule.
On October 30, 2018, the Company submitted to Nasdaq a plan to regain
compliance with the Rule. After reviewing the Company’s plan, Nasdaq
accepted the plan and granted an exception to enable the Company to
regain compliance with the Rule. Under the terms of the exception, the
Company is required to file the Annual Report and any Quarterly Report
on Form 10-Q which may be delinquent with the SEC on or before March 12,
2019. Nasdaq has advised the Company that a failure to file the Annual
Report or any Quarterly Report which may be delinquent within the
exception period will result in a notice of delisting of the Company’s
common stock and preferred stock. The Company would be entitled to
appeal that determination to a hearing panel under Nasdaq listing rules.
As previously reported, the Company was unable to timely file its Annual
Report and will not be in a position to timely file its Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 2018 (the
“Quarterly Report”) due to an internal investigation being conducted by
the Audit Committee of the Company’s Board of Directors into certain of
the Company’s contractual arrangements, including the accounting
treatment, financial reporting and internal controls related to such
arrangements. The investigation remains ongoing, and the Audit Committee
is working closely with its advisors to complete its investigation in as
timely a manner as possible. Once the investigation has been completed,
the Company plans to file the Annual Report and the Quarterly Report as
soon as practicable. The Company will not be in a position to file the
Annual Report or the Quarterly Report until the Company and its
independent auditor assess the results of the investigation, and the
Company implements any remedial actions which may be deemed necessary by
the Board of Directors.
About USA Technologies, Inc.
USA Technologies, Inc. is a premier payment technology service provider
of integrated cashless and mobile transactions in the self-service
retail market. The company also provides a broad line of cashless
acceptance technologies including its NFC-ready ePort® G-series, ePort
Mobile® for customers on the go, ePort® Interactive, and QuickConnect,
an API Web service for developers. Through its recent acquisition of
Cantaloupe Systems, Inc. ("Cantaloupe"), the company also offers
logistics, dynamic route scheduling, automated pre-kitting, responsive
merchandising, inventory management, warehouse and accounting management
solutions. Cantaloupe is a premier provider of cloud and mobile
solutions for vending, micro markets, and office coffee services.
Forward-looking Statements:
“Safe Harbor” Statement under the Private Securities Litigation Reform
Act of 1995: All statements other than statements of historical fact
included in this release are forward-looking statements. When used in
this release, words such as “anticipate,” “believe,” “estimate,”
“expect,” “intend,” and similar expressions, as they relate to the
Company or its management, identify forward looking statements. Such
forward-looking statements are based on the beliefs of the Company’s
management, as well as assumptions made by and information currently
available to the Company’s management. Actual results could differ
materially from those contemplated by the forward-looking statements as
a result of certain factors, including but not limited to, uncertainty
as to the scope, timing and ultimate findings of the internal
investigation; the costs and expenses relating thereto; the impact of
the internal investigation on the Company, its management and
operations, including potential financial impact on the Company; the
risk of litigation or regulatory action arising from the internal
investigation and its findings or from the failure to timely file the
Annual Report or the Quarterly Report; the ability of the Company to
regain and maintain compliance with Nasdaq’s continued listing
requirements; the timing of the review by, and the conclusions of, the
Company’s independent auditor regarding the investigation and its impact
on the financial statements; possible default by the Company under its
credit facility; the potential identification of control deficiencies,
including potential material weaknesses in internal control over
financial reporting and the impact of the same; potential reputational
damage that the Company may suffer as a result of the matters under
investigation; the impact of the pendency of the investigation on the
value of the Company’s common and preferred stock; and the risk that the
filing of the Annual Report or Quarterly Report will take longer than
currently anticipated. Readers are cautioned not to place undue reliance
on these forward-looking statements. Any forward-looking statement made
by us speaks only as of the date of this release. Unless required by
law, the Company does not undertake to release publicly any revisions to
these forward-looking statements to reflect future events or
circumstances or to reflect the occurrence of unanticipated events.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181114005741/en/
Source: USA Technologies, Inc.
MEDIA:
Media:
Joele Frank, Wilkinson Brimmer
Katcher
Tim Lynch / Meaghan Repko
212-355-4449
or
Investors:
Blueshirt
Group
Monica Gould, +1 212-871-3927
monica@blueshirtgroup.com