USA Technologies, Inc. Announces Receipt of Nasdaq Delisting Notification
March 04 2019 - 4:30PM
Business Wire
Company Will Request a Hearing and an Extended
Stay
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
received a notice from the Listing Qualifications Department of The
Nasdaq Stock Market LLC ( “Nasdaq”) on February 26, 2019 indicating
that the trading of the Company’s securities will be suspended from
The Nasdaq Global Market and the Company’s securities will be
delisted from The Nasdaq Stock Market at the opening of business on
March 7, 2019 unless the Company requests an appeal by March 5,
2019.
The notice stated that Nasdaq had determined that the Company
would not be in a position to file all required periodic reports
with the Securities and Exchange Commission (the “SEC”) as required
by Nasdaq Listing Rule 5250(c)(1) (the “Rule”) by the March 12,
2019 deadline previously granted by Nasdaq. As previously
announced, at the time of granting the extended deadline, Nasdaq
had advised the Company that a failure to file the periodic reports
by the extended deadline would result in a notice of delisting of
the Company’s securities.
The Company plans to timely submit a request for a hearing
before the Nasdaq Hearings Panel (the “Panel”), which will
automatically stay the suspension of trading in the Company’s
securities for 15 calendar days. In connection with the request for
a hearing, the Company also intends to request that the Panel
further stay any suspension of trading, pending the hearing. The
Panel will review the request for an extended stay and notify the
Company of its conclusion by March 20, 2019, with a potential
hearing to occur approximately 30 to 45 calendar days after the
date of the hearing request.
At the hearing, the Panel has the discretion to grant the
Company an extension through September 9, 2019 in order to regain
compliance with the Rule. There can be no assurance that the Panel
will extend the stay of the trading suspension beyond the automatic
15 calendar-day period or ultimately grant the Company’s request
for continued listing on Nasdaq.
Nasdaq indicated in the notice that its determination was based
upon the Company’s oral communication with Nasdaq on February 8,
2019 that the Company would not be in a position to file the Annual
Report on Form 10-K for the fiscal year ended June 30, 2018, the
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2018, or any other periodic report required to be
filed with the SEC by the March 12, 2019 deadline (the “Unfiled
Reports”), the resignation of the Company’s auditor as reported in
the Company’s Form 8-K dated February 6, 2019, the determination of
the Company to restate certain of its financial statements as
reported in the Company’s Form 8-K dated February 6, 2019, and the
inability of the Company to timely file with the SEC its Quarterly
Report on Form 10-Q for the fiscal quarter ended December 31, 2019
as reported in the Company’s Form 12b-25 filed with the SEC on
February 11, 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 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, whether the Panel will extend the
stay of the trading suspension beyond the automatic 15-day period
or ultimately grant the Company’s request for continued listing on
Nasdaq; the ability to, as well as the ability to timely, engage a
new independent registered public accounting firm; the ability to
complete the restatement of the affected financial statements and
address any material weaknesses; the timing of completion of
necessary restatements, interim reviews and audits by the new
independent registered public accounting firm; 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 results of pending and potential
additional litigation, derivative demands, or regulatory action
arising from the internal investigation and its findings, from the
failure to timely file the Unfiled Reports, from the resignation of
the Company' auditor, or from the restatement of the affected
financial statements; the 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 resignation of its
auditor or the restatement of the affected financial statements;
the impact of the internal investigation, the resignation of its
auditor, 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 pending class action
and shareholder demands for derivative action; 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
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 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/20190304005980/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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