USA Technologies Announces Receipt of Nasdaq Acceptance of Plan to Regain Compliance
November 14 2018 - 12:45PM
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 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20181114005741/en/
MEDIA:Media:Joele Frank, Wilkinson Brimmer KatcherTim
Lynch / Meaghan Repko212-355-4449orInvestors:Blueshirt GroupMonica
Gould, +1 212-871-3927monica@blueshirtgroup.com
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