UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 1, 2026
Cantaloupe, Inc.
(Exact name of Registrant as Specified in its Charter)
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Pennsylvania
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001-33365
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23-2679963
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(State or other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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101 Lindenwood Drive,
Suite 405
Malvern Pennsylvania
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19355
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(Address of principal executive offices)
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(Zip code)
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(610)
989-0340
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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| Common stock, no par value |
CTLP
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As previously announced, on June 15, 2025, Cantaloupe, Inc., a Pennsylvania corporation (“Cantaloupe”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with 365 Retail Markets, LLC, a Delaware limited liability company (“Parent”), Catalyst Holdco I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Holdco”),
Catalyst Holdco II, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdco (“Holdco II”), and Catalyst MergerSub Inc., a Delaware corporation and a wholly-owned subsidiary of Holdco II (“Merger Subsidiary”). Pursuant to
the Merger Agreement, and subject to the terms and conditions thereof, Merger Subsidiary will merge with and into Cantaloupe (the “Merger”), with Cantaloupe surviving the Merger as a wholly-owned, indirect subsidiary of Parent.
The closing of the Merger (the “Closing”) is conditioned
upon the satisfaction or waiver of several closing conditions specified in the Merger Agreement, including the expiration or termination of
any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). On May 1, 2026, the waiting period under the HSR Act terminated. As a
result of the termination of the waiting period under the HSR Act, the Closing is expected to occur on or about May 8, 2026, subject to the satisfaction or waiver (to the extent permitted by applicable law) of the remaining closing conditions
to the Merger.
As previously disclosed, under the Merger Agreement, five business days prior to the date of Closing, Cantaloupe is required to
send, in accordance with Cantaloupe’s Amended and Restated Articles of Incorporation, as amended (the “Articles”), and applicable law, written notice to holders of its Series A Convertible Preferred Stock, without par value (“preferred
stock”), regarding Cantaloupe’s election to redeem, pursuant to Section 4(C)(6) of the Articles, all of the shares of preferred stock that are issued and outstanding as of immediately prior to the Closing (the “Redemption”). Cantaloupe
provided notice regarding the Redemption to holders of preferred stock in its Definitive Proxy Statement on Schedule 14A (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission on July 24, 2025. Additionally, on
May 1, 2026, Cantaloupe sent an additional notice regarding the Redemption (the “Notice of Redemption”) to holders of preferred stock. Any shares of preferred stock that are outstanding on the date of the Redemption will be redeemed,
immediately prior to the Closing, for cash in an amount equal to the redemption price per share of preferred stock set forth in Section 4(C)(6) of the Articles, which is equal to (i) $11.00, plus (ii) an amount equal to the accrued and unpaid
cumulative dividends thereon to the date of the Redemption. Notwithstanding the foregoing, if the Closing does not occur, then the Redemption will not occur.
A copy of the Notice of Redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference. The information contained in this Current Report on Form 8-K does not constitute a notice of redemption of preferred stock. Holders of shares of preferred stock should refer to the Definitive Proxy Statement and the Notice of Redemption
delivered by Equiniti Trust Company, LLC, the redemption agent for the Redemption. The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the Definitive Proxy Statement and the
Merger Agreement, attached as Annex A thereto.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Notice of Redemption of Series A Convertible Preferred Stock.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements”, as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws,
regarding Cantaloupe, Inc. (“Cantaloupe”) and 365 Retail Markets, LLC (“365”) and the potential transaction between Cantaloupe and 365, including, but not limited to, statements about the strategic rationale and benefits of the
proposed transaction between Cantaloupe and 365, including future financial and operating results, Cantaloupe’s or 365’s plans, objectives, expectations and intentions and the expected timing of completion of the proposed transaction. You can
generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “explore”, “evaluate”, “forecast”, “intend”, “may”, “might”, “plan”, “potential”,
“predict”, “project”, “seek”, “should”, “targeted”, “will” or “would”, or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are based on each of the companies’ current plans, objectives,
estimates, expectations and intentions and inherently involve significant risks and uncertainties, many of which are beyond Cantaloupe’s or 365’s control. Although we believe the expectations reflected in any forward-looking statements are based on
reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these
risks and uncertainties, which include, without limitation, risks and uncertainties associated with: Cantaloupe’s and 365’s ability to complete the potential transaction on the proposed terms or on the anticipated timeline, or at all, including
risks and uncertainties related to securing the necessary regulatory approvals and the satisfaction of other closing conditions to consummate the proposed transaction; the possibility that competing offers or acquisition proposals for Cantaloupe
will be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive merger agreement relating to the proposed transaction, including in circumstances which would require Cantaloupe to
pay a termination fee; failure to realize the expected benefits of the proposed transaction; significant transaction costs and/or unknown or inestimable liabilities; the risk that Cantaloupe’s business will not be integrated successfully, including
with respect to implementing systems to prevent a material security breach of any internal systems or to successfully manage credit and fraud risks in business units, or that such integration may be more difficult, time-consuming or costly than
expected; 365’s ability to obtain the expected financing to consummate the proposed transaction, and the continued availability of capital and financing for 365 following the proposed transaction; risks related to future opportunities and plans for
the combined company, including the uncertainty of expected future regulatory filings, financial performance and results of the combined company following completion of the proposed transaction; disruption from the proposed transaction, making it
more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers, including as it relates to Cantaloupe’s ability to successfully renew existing client contracts on favorable terms or at all and obtain
new clients; the ability of Cantaloupe to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; the business, economic and political conditions in the markets in which Cantaloupe operates; the
impact of new or changes in current laws, regulations, credit card association rules or other industry standards, including privacy and cybersecurity laws and regulations; effects relating to the announcement of the proposed transaction or any
further announcements or the consummation of the potential transaction on the market price of Cantaloupe’s securities; the risk of potential shareholder litigation associated with the potential transaction, including resulting expense or delay;
regulatory initiatives and changes in tax laws; the impact of pandemics or other events on the operations and financial results of Cantaloupe or the combined company; general economic conditions; and other risks and uncertainties affecting
Cantaloupe and 365, including those described from time to time under the caption “Risk Factors” or “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in Cantaloupe’s Securities and Exchange
Commission (“SEC”) filings and reports, including Cantaloupe’s Annual Report on Form 10-K for the year ended June 30, 2025, as well as in subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings and reports by
Cantaloupe. Moreover, other risks and uncertainties of which Cantaloupe or 365 are not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from
those anticipated. Cantaloupe and 365 caution investors that such forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such forward-looking statements. The forward-looking statements
made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events as at such dates, even if they are subsequently made
available by Cantaloupe or 365 on their respective websites or otherwise. Neither Cantaloupe nor 365 undertakes any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes
in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Cantaloupe, Inc.
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By:
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/s/ Anna Novoseletsky
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Name:
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Anna Novoseletsky
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Date: May 1, 2026
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Title:
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Chief Legal & Compliance Officer and General Counsel
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