USA Technologies, Inc. Receives Additional Nasdaq Deficiency as Anticipated
May 20 2019 - 5:00PM
Business Wire
Extends Contract of Interim Chief Financial
Officer
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 on May 14,
2019 it received, as expected, a notice from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the Company's delay in filing its Form 10-Q for the
quarter ended March 31, 2019 (the "March 31, 2019 Form 10-Q")
constituted an additional basis for delisting the Company’s
securities. Nasdaq Listing Rule 5250(c)(1) requires listed
companies to timely file all required periodic financial reports
with the Securities and Exchange Commission (the “SEC”).
Previously, and as required, on May 13, 2019, the Company filed a
Form 12b-25 with the SEC which reported that it would not be in a
position to timely file the March 31, 2019 Form 10-Q.
As previously reported, on April 17, 2019, the Nasdaq Hearings
Panel (the “Panel”) granted the Company’s request for continued
listing of the Company’s stock on Nasdaq, and granted the Company
until September 9, 2019 to regain compliance with its filing
requirements, including the March 31, 2019 Form 10-Q. In addition,
the Company is required to provide the Panel on May 30, 2019, June
28, 2019, July 31, 2019 and on August 15, 2019, with a written
update regarding the status of the remediation and audit
process.
The May 14, 2019 notice indicated that the Company should
present its views regarding the additional deficiency to the Panel
in writing. The Company has done so, and has indicated that the
additional deficiency should not affect the exception previously
granted by the Panel as the additional deficiency was contemplated
by the Panel’s exception.
The Company is working diligently to regain compliance with its
periodic reporting requirements, and anticipates doing so by no
later than September 9, 2019.
The Company also announced today that on May 14, 2019, it had
extended the contract of Glen E. Goold, its interim Chief Financial
Officer, from June 30, 2019 until December 31, 2019.
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 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 press release are forward-looking
statements. When used in this press 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, the ability to complete the financial
statements required to be included in its unfiled periodic reports,
restatement of the affected financial statements and address any
material weaknesses; the timing of completion of interim reviews
and audits by the new independent registered public accounting
firm; whether the Panel would reconsider the terms of the delisting
extension based upon any relevant event, condition or circumstance
that exists or may develop, including the additional deficiency;
risks relating to the substantial costs and diversion of
personnel’s attention and resources deployed to address the
restatement of the affected financial statements and internal
control matters; the costs and expenses relating to the Audit
Committee’s internal investigation; the impact of the internal
investigation on the Company, its management and operations; the
risk of litigation or regulatory action arising from the internal
investigation and its findings, from the failure to timely file its
periodic reports with the SEC, or from the restatement of the
affected financial statements; any subsequent discovery of
additional adjustments to the Company’s previously issued financial
statements; 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 new
independent auditor regarding the investigation and its impact on
the financial statements; possible default by the Company under its
credit facility; the ability of the Company to remediate any
material weaknesses in internal control over financial reporting;
potential reputational damage that the Company may suffer as a
result of the matters under investigation, the failure to file its
required periodic reports with the SEC, or the restatement of the
affected financial statements; the impact of the internal
investigation, and the restatement of the affected financial
statements on the value of the Company’s common and preferred
stock; the ability of the Company to successfully defend itself,
and the possibility of unfavorable outcomes, in the class action
and shareholder demands for derivative action or in possible future
legal proceedings; the impact of the pending class action and
shareholder demands for derivative action on the Company’s
business, reputation, results of operations and financial
condition; and the risk that the filing of the unfiled periodic
reports or the restatement of the affected financial statements
will take longer than 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 press 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/20190520005784/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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