As filed with the Securities and Exchange Commission on August 18, 2020

Registration No. ________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

USA Technologies, Inc.

(Exact name of registrant as specified in its charter)

100 Deerfield Lane, Suite 300

Malvern, Pennsylvania 19355

(Address, including zip code,

of registrant’s principal executive offices)

NON-PLAN INDUCEMENT STOCK OPTIONS
(Full title of the plan)

Davina Furnish
General Counsel
USA Technologies, Inc.

100 Deerfield Lane, Suite 300

Malvern, Pennsylvania 19355

(610) 989-0340

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

(1)

Represents 1,000,000 shares of USA Technologies, Inc.’s (the “Company”) common stock, no par value (the “Common Stock”), underlying stock options granted to the Company’s new Chief Executive Officer as an inducement award for his employment with the Company (the “Inducement Award”). Vesting and exercisability of the stock options are subject to, among other terms, the satisfaction of applicable time-based and performance-based vesting requirements. Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Common Stock which become issuable by reason of any stock split, stock dividend or similar transaction effected without the receipt of consideration which results in an increase in the number of the Company’s outstanding shares of Common Stock.

(2)

Calculated pursuant to 457(h) under the Securities Act based on $6.30, the exercise price per share of the stock options granted pursuant to the Inducement Award.

EXPLANATORY NOTE

The Company is filing this Registration Statement on Form S-8 for the purpose of registering 1,000,000 shares of Common Stock underlying an inducement award in the form of a non-qualified stock option granted to Sean Feeney on May 8, 2020 to induce him to accept employment with the Company. This inducement award was approved by the Compensation Committee of the Company’s Board of Directors and the Company’s Board of Directors outside of, but subject to certain administrative provisions generally consistent with, the Company’s 2018 Equity Incentive Plan, as amended.

Exhibit No.		Description
5.1		Opinion of Troutman Pepper Hamilton Sanders LLP
10.1		USA Technologies, Inc. 2018 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Form DEF 14A, filed with the SEC on April 2, 2018)
10.2		First Amendment to the USA Technologies, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 26, 2020)

10.3		Non-Qualified Stock Option Agreement, dated May 8, 2020, between USA Technologies, Inc. and Sean Feeney (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2020)
23.1		Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1 to this Registration Statement)
23.2		Consent of BDO USA, LLP, Independent Registered Public Accounting Firm
24.1		Power of Attorney (included on signature page hereto)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Malvern, State of Pennsylvania, on August 18, 2020.

	USA TECHNOLOGIES, INC.
	By:	/s/  Sean Feeney
		Sean Feeney
		Chief Executive Officer

POWER OF ATTORNEY

The undersigned directors and officers hereby constitute and appoint Sean Feeney and R. Wayne Jackson, and each of them, with full power to act and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with full power to execute in our name and behalf in the capacities indicated below any and all amendments to this Registration Statement on Form S-8, including post-effective amendments to this Registration Statement on Form S-8, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement on Form S-8 that are filed pursuant to the requirements of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and hereby ratify and confirm that such attorneys-in-fact, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ SEAN FEENEY		Chief Executive Officer and Director (Principal Executive Officer)		August 18, 2020
Sean Feeney
/s/ R. WAYNE JACKSON		Chief Financial Officer (Principal Financial Officer)		August 18, 2020
R. Wayne Jackson
/s/ GLEN E. GOOLD		Chief Accounting Officer (Principal Accounting Officer)		August 18, 2020
Glen E. Goold
/s/ DOUGLAS G. BERGERON		Director (Chair of the Board)		August 18, 2020
Douglas G. Bergeron
/s/ LISA P. BAIRD		Director		August 18, 2020
Lisa P. Baird
/s/ DOUGLAS L. BRAUNSTEIN		Director		August 18, 2020
Douglas L. Braunstein
/s/ JACOB LAMM		Director		August 18, 2020
Jacob Lamm
/s/ MICHAEL K. PASSILLA		Director		August 18, 2020
Michael K. Passilla
/s/ ELLEN RICHEY		Director		August 18, 2020
Ellen Richey
/s/ ANNE M. SMALLING		Director		August 18, 2020
Anne M. Smalling
/s/ SHANNON S. WARREN		Director		August 18, 2020
Shannon S. Warren

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Troutman Pepper Hamilton Sanders LLP
10.1		USA Technologies, Inc. 2018 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Form DEF 14A, filed with the SEC on April 2, 2018)
10.2		First Amendment to the USA Technologies, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 26, 2020)
10.3		Non-Qualified Stock Option Agreement, dated May 8, 2020, between USA Technologies, Inc. and Sean Feeney (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2020)
23.1		Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1 to this Registration Statement)
23.2		Consent of BDO USA, LLP, Independent Registered Public Accounting Firm
24.1		Power of Attorney (included on signature page hereto)

August 18, 2020

Re:   Registration Statement on Form S-8 for Sean Feeney Inducement Award

Ladies and Gentlemen:

Reference is made to the registration statement on Form S-8 (the "Registration Statement") of USA Technologies, Inc., a Pennsylvania corporation (the "Company"), filed on the date hereof with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the offering and sale by the Company, as an employment inducement award to Sean Feeney in connection with his employment by the Company as its Chief Executive Officer, of up to 1,000,000 shares of common stock, no par value, of the Company (“Common Stock”), that may be issued from time to time by the Company upon the exercise of stock options (the “Option Shares”) granted to Mr. Feeney pursuant to a Non-Qualified Stock Option Award Agreement, effective May 8, 2020, between Mr. Feeney and the Company (the “Stock Option Award”). You have requested that we render the opinion set forth in this letter and we are furnishing this opinion to you pursuant to the requirements of Item 601(b)(5) of Regulation S-K, in connection with the filing of the Registration Statement.  No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus, other than as expressly stated herein with respect to the issuance of the Option Shares.

We have examined the Registration Statement, including the exhibits thereto, the originals or copies, certified or otherwise identified to our satisfaction, of the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Company, each as amended to date, the Stock Option Award, the resolutions of the Compensation Committee of the Company’s Board of Directors approving the Stock Option Award (collectively, the “Resolutions”) and such other documents as we have deemed appropriate in rendering this opinion. As to matters of fact, we have relied on representations of officers of the Company and we have not independently established the facts so relied on.  In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all documents submitted to us as originals and the authenticity of all documents submitted to us as copies of originals.

Subject to the foregoing and the other matters set forth herein, it is our opinion that when the Option Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of Mr. Feeney after they have been issued and delivered against payment therefor and otherwise in the manner described in the Resolutions, the Registration Statement and the Stock Option Award, the Option Shares will be (assuming that upon any such issuance the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Company’s Amended and Restated Articles of Incorporation then in effect), validly issued, fully paid and nonassessable.

We express no opinion herein as to the law of any state or jurisdiction other than the laws of the Commonwealth of Pennsylvania, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or any other laws, or as to any matters of municipal law or the laws of any local agencies within any state, and the federal laws of the United States of America.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

	/s/  Troutman Pepper Hamilton Sanders LLP
	Troutman Pepper Hamilton Sanders LLP

USA Technologies, Inc.

Malvern, Pennsylvania

We hereby consent to the incorporation by reference in this Registration Statement of our reports dated November 14, 2019, relating to the consolidated financial statements, the effectiveness of USA Technologies, Inc.’s internal control over financial reporting, and schedules of USA Technologies, Inc. appearing in the Company’s Annual Report on Form 10-K/A for the year ended June 30, 2019. Our report on the effectiveness of internal control over financial reporting expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of June 30, 2019.

/s/ BDO USA, LLP
Philadelphia, Pennsylvania
August 18, 2020