USA Technologies, Inc. Announces Receipt of Nasdaq Notice
October 08 2018 - 4:15PM
Business Wire
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 it has
received a notice from The NASDAQ Stock Market LLC (“Nasdaq”)
notifying the Company that, as a result of its failure to timely
file its Annual Report on Form 10-K for the fiscal year ended June
30, 2018 (the “Annual Report”), the Company is noncompliant with
Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1)
requires listed companies to timely file all required periodic
financial reports with the Securities and Exchange Commission.
The notice provides that the Company has until November 1, 2018
to submit to Nasdaq a plan to regain compliance with the Nasdaq
Listing Rules. If Nasdaq accepts the Company’s plan, Nasdaq has
discretion to grant up to 180 calendar days from the original
non-compliance date, or until March 12, 2019, for the Company to
regain compliance. The Company will submit a plan to regain
compliance within the time period set forth in the notice. If
Nasdaq does not accept the Company’s plan, the Company will have
the opportunity to appeal that decision to Nasdaq’s Hearing
Panel.
The notification of noncompliance has no immediate effect on the
listing or trading of the Company’s common stock or preferred
stock, and the common stock and preferred stock will continue to
trade on the Nasdaq Global Market under the symbols “USAT” and
“USATP”, respectively.
As previously announced and as reported by the Company in its
Form 12b-25 filed with the Securities and Exchange Commission, the
Company was unable to file its Annual Report within the prescribed
time period 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, as such,
the Company was not in a position to file the Annual Report within
the 15 calendar day extension provided by the 12b-25 filing. The
Audit Committee is working closely with its independent advisors to
complete its investigation in as timely a manner as possible. The
Company will not be in a position to file the Annual Report until
the Audit Committee completes its investigation and the Company and
its independent auditor assess the results of that
investigation.
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; 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; and the impact of the
pendency of the investigation on the value of the Company’s common
and preferred stock. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20181008005732/en/
Media:Joele Frank, Wilkinson Brimmer KatcherTim Lynch / Meaghan
Repko212-355-4449orInvestors:Blueshirt GroupMonica Gould, +1
212-871-3927monica@blueshirtgroup.com
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