USA Technologies, Inc. Provides Update on Nasdaq Notification of Deficiency
21 November 2018 - 8:15AM
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, as
expected, it received a notice (the “Notice”) from The Nasdaq Stock
Market LLC (“Nasdaq”) notifying the Company that, as a result of
its failure to timely file its Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2018 (the “Quarterly
Report”), the Company is noncompliant with Nasdaq Listing Rule
5250(c)(1) (the “Rule”). The Rule requires listed companies to
timely file all required periodic financial reports with the
Securities and Exchange Commission (the “SEC”). The Company had
previously received an original notice (the “Original Notice”) from
Nasdaq of noncompliance with the Rule due to the failure of the
Company to timely file its Annual Report on Form 10-K for the
fiscal year ended June 30, 2018 (the “Annual Report”). Pursuant to
the Original Notice, the Company had submitted to Nasdaq a plan to
regain compliance (the “Plan”), and on November 13, 2018, Nasdaq
notified the Company that it had accepted the Plan and had granted
the Company until March 12, 2019 in order to file the Quarterly
Report and the Annual Report with the SEC. The Notice also requires
the Company to submit to Nasdaq an update to the Plan by no later
than December 3, 2018. Neither the Notice nor the Original Notice
has any 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 reported, the Company was unable to timely file
its Annual Report and 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. 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 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 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/20181120005716/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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