[Form 4] Cantaloupe, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Vera Therapeutics (NASDAQ: VERA) filed a 424B5 prospectus supplement for an at-the-market (ATM) offering of up to $200 million in Class A common stock. TD Securities (USA) LLC (TD Cowen) will act as sales agent on a commercially-reasonable efforts basis and will receive up to 3 % of gross proceeds; the shares may be sold on Nasdaq or through negotiated block trades. At the 1-Aug-2025 close of $20.95, the program would add roughly 9.55 million shares, lifting total outstanding stock to 73.37 million.

Pro forma for a full draw, net tangible book value per share would rise from $7.34 to $9.03, generating immediate dilution of $11.92 for new investors. Vera’s existing equity overhang includes 10.0 million option/RSU awards and 4.6 million shares reserved for future grants, which are not reflected in the dilution math.

Net proceeds will be used primarily to fund R&D—most notably the pivotal Phase 3 ORIGIN trial of lead candidate atacicept for IgA nephropathy—as well as working capital and general corporate purposes; management retains broad discretion. There is no escrow arrangement. Traditional ATM risks cited include potential price pressure, dilution, and variability in execution.

Positive

• Flexible capital access: up to $200 million can be raised opportunistically to fund Phase 3/registration efforts without fixed pricing or timing.
• Pipeline momentum: lead therapy atacicept holds FDA Breakthrough Therapy Designation and is fully enrolled in Phase 3, offering potential near-term catalysts.

Negative

• Dilution risk: full utilization would increase share count by ~15 % and create $11.92 per-share dilution at the reference price.
• Equity overhang: 10 million options/RSUs plus 4.6 million reserved shares could add further supply.
• Broad spending discretion: limited clarity on precise allocation of proceeds raises execution risk.

Insights

Biotech Equity Analyst

TL;DR: ATM gives Vera flexible runway but heightens dilution risk amid pivotal trial spend.

The $200 million facility extends cash resources without timing pressure, which is sensible as atacicept approaches key Phase 3 data and possible BLA filing. Because pricing is market-based, new equity can be raised opportunistically during strength. However, with an 18 % potential increase in shares and a $12 per-share dilution gap, existing holders face meaningful value leakage. The company already had $468 million tangible book and may not be cash-constrained; proceeding signals sizable upcoming burn. Impact: modestly negative near-term for valuation but supportive of long-term optionality.

Capital Markets Advisor

TL;DR: Structure is standard, commission reasonable; execution risk hinges on trading liquidity.

TD Cowen’s 3 % fee aligns with peer ATM deals. Vera trades on Nasdaq with adequate daily volume (~$20–25 million) to absorb incremental issuance without extreme slippage, but block placements may still pressure the tape. Absence of escrow and broad use-of-proceeds language give management agility yet reduce investor visibility. Overall, the filing is routine and not independently transformative—impact neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Venkatesan Ravi

(Last) (First) (Middle)

101 LINDENWOOD DRIVE

SUITE 405

(Street)

MALVERN PA 19355

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CANTALOUPE, INC. [ CTLP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/01/2025		A		14,593(1)	A	$0	210,900	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs"), each of which represent a nontransferable right to receive one share of the Issuer's common stock. The award was granted under the Company's long-term stock incentive plans ("LTIP's) and vests on a prorated basis based on the total number of shares of common stock subject to the the award multiplied by a fraction equal to the number of calendar days elapsed since the grant date of such award divided by 1095, subject to Reporting Person's continued service (as defined in the 2025 Merger Agreement) through each such vesting date.

Remarks:

	/s/ Anna Rose Novoseletsky	08/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How much stock can Vera Therapeutics (VERA) sell under this ATM program?

Up to $200 million of Class A common stock may be issued through TD Cowen.

What is the commission TD Cowen will receive?

The sales agent earns up to 3 % of gross proceeds on shares sold.

How will Vera use the offering proceeds?

Management plans to fund R&D for atacicept and other programs, plus working capital and general corporate purposes.

What dilution will new investors face at the illustrative price?

Assuming sales at $20.95, purchasers would experience $11.92 immediate dilution per share.

Does Vera have sufficient cash without the ATM?

Tangible book value was $468.3 million as of 30-Jun-2025, but additional funds extend runway through regulatory milestones.