UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 17, 2020
USA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania
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001-33365
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232679963
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(State or other jurisdiction of incorporation
or organization) |
(Commission
File Number) |
(IRS employer
identification number) |
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100 Deerfield Lane, Suite 300
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Malvern, Pennsylvania
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19355
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: 610-989-0340
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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None
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None
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None
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
On November 17, 2020, USA Technologies, Inc. (the “Company”), issued a press release announcing that The Nasdaq Stock Market LLC approved its application for listing the Company’s
common stock on the Nasdaq Global Select Market. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
It is expected that the Company’s common stock will begin trading on the Nasdaq Global Select Market at the opening of trading on or about November 19, 2020 under the symbol “USAT”.
The information contained in this Current Report on Form 8-K pursuant to this Item 7.01 is being furnished. This information shall not be deemed to be filed for the purposes of
Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, unless specifically identified therein as being incorporated by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| USA TECHNOLOGIES, INC. |
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By:
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/s/ Davina Furnish |
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| Davina Furnish |
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| General Counsel and Secretary |
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| Dated: November 17, 2020 |
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Exhibit 99.1
USA Technologies Announces Approval to Relist on Nasdaq
Company Will Trade Under Its Existing Symbol ”USAT”
MALVERN, Pa. – November 17, 2020 -- USA
Technologies, Inc. (OTC: USAT) ("USA Technologies"), a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market, today announced that The Nasdaq Stock Market LLC (“Nasdaq”) has approved its application for the relisting of the Company’s common stock on The Nasdaq Global Select Market. The
Company’s common stock is expected to be relisted and commence trading on the Nasdaq Global Select Market at the opening of the market on or about Thursday, Nov. 19, 2020, under the ticker symbol “USAT.”
“Our relisting on Nasdaq is an important milestone in our journey to build a better, stronger Company for our customers,
employees and stakeholders,” said Sean Feeney, chief executive officer, USA Technologies. “This achievement reflects the operational and financial progress we have accomplished in the past six months, the fundamental strengths of our core business,
and our ability to capitalize on the opportunities that lie ahead.”
About USA Technologies, Inc.
USA Technologies, Inc. is a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail
market. USAT is transforming the unattended retail community by offering one integrated solution for payments processing, logistics, and back-office management. The company’s enterprise-wide platform is designed to increase consumer engagement and
sales revenue through digital payments, digital advertising and customer loyalty programs, while providing retailers with control and visibility over their operations and inventory. As a result, customers ranging from vending machine companies, to
operators of micro-markets, gas and car charging stations, laundromats, metered parking terminals, kiosks, amusements and more, can run their businesses more proactively, predictably, and competitively.
Forward-Looking Statements
All statements other than statements of historical fact included in this release, including without limitation the business strategy and the plans and
objectives of USAT's management for future operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this release, words such as “may,” “could,” “expect,” “intend,” “plan,”
“seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions, as they relate to USAT or its
management, may identify forward-looking statements. Such forward-looking statements are based on the reasonable beliefs of USAT's management, as well as assumptions made by and information currently available to USAT'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 the incurrence by USAT of any unanticipated or unusual non-operational expenses which would require us to
divert our cash resources from achieving our business plan; the uncertainties associated with COVID-
19, including its possible effects on USAT’s operations and the demand for USAT’s products and services; the ability of USAT to retain key customers
from whom a significant portion of its revenues is derived; the ability of USAT to compete with its competitors to obtain market share; the ability of USAT to make available and successfully upgrade current customers to new standards and protocols;
whether USAT's existing or anticipated customers purchase, rent or utilize ePort or Seed devices or our other products or services in the future at levels currently anticipated by USAT; or other risks discussed in USAT’s filings with the U.S.
Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement made by us in this release speaks only as of the date of this release. Unless required by law,
USAT 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. If USAT updates one or more forward-looking statements, no
inference should be drawn that USAT will make additional updates with respect to those or other forward-looking statements.
# # #
-- F-USAT
Media and Investor Relations Contact:
Alicia V. Nieva-Woodgate
USA Technologies
+1 720.445.4220
anievawoodgate@usatech.com
Investor Relations:
ICR, Inc.
USATechIR@icrinc.com