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)

USA TECHNOLOGIES, INC.
2018 EQUITY INCENTIVE PLAN
(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)	Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of the Company’s common stock, no par value (“Common Stock”) as may become issuable pursuant to the anti-dilution provisions of the USA Technologies, Inc. 2018 Equity Incentive Plan, as amended (the “2018 Equity Incentive Plan”).
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act and based upon the average of the high and low prices of the Common Stock as reported on the over-the-counter market on August 12, 2020.

EXPLANATORY NOTE

USA Technologies, Inc. (the “Company”) is hereby registering 2,500,000 additional shares of its Common Stock for issuance under its 2018 Equity Incentive Plan. Registration Statement No. 333-234233 on Form S-8, filed with the Securities and Exchange Commission (the “SEC”) on October 16, 2019, relating to the same class of securities, is currently effective. In accordance with General Instruction E to Form S-8, the contents of such Registration Statement are incorporated herein by reference.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 8. Exhibits.

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

August 18, 2020

Re:   Registration Statement on Form S-8

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 of up to 2,500,000 shares of the Company's common stock, no par value (the "Shares"), pursuant to awards granted or available for grant under the Company's 2018 Equity Incentive Plan (the "Equity Incentive Plan"). 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 Shares.

	/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