[Form 4] Cantaloupe, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 5-Aug-2025 Vera Therapeutics (VERA) executed a new $200 million at-the-market (ATM) Sales Agreement with TD Securities (USA) LLC (TD Cowen). The facility allows Vera to issue Class A common stock from time to time on Nasdaq or through negotiated block trades, with TD Cowen acting as sales agent or principal.

Key terms: Vera may sell up to $200 million of shares; TD Cowen will receive up to 3.0 % of gross proceeds as commission; sales occur under shelf Registration Statement Form S-3 (File No. 333-282861) and a prospectus supplement dated 5-Aug-2025. Either party can terminate the agreement at will, and the company is under no obligation to issue shares.

The new agreement replaces and terminates the prior ATM program dated 3-Jun-2022. Cooley LLP provided a legality opinion (Exhibit 5.1). No financial results or guidance accompanied the filing. The arrangement enhances liquidity optionality but poses dilution risk if fully utilized.

Positive

• $200 million ATM facility provides substantial funding capacity without immediate dilution
• Flexible termination and no obligation to sell give management control over capital timing

Negative

• Potential dilution of up to $200 m (~33% of market cap) if fully utilized
• 3 % commission adds issuance cost, slightly reducing net proceeds

Insights

Financial Analyst

TL;DR: $200 m ATM gives Vera liquidity flexibility; dilution only if tapped; overall neutral-to-slightly positive.

The ATM program is material because it represents roughly one-third of Vera’s recent $600 m market cap, giving management a sizable, low-cost financing lever ahead of key clinical milestones. The 3 % commission is standard and the ability to terminate preserves flexibility. However, absent immediate issuance, the filing is capital-structure optionality rather than an actual fund-raise, so near-term valuation impact should be modest. Investors should monitor usage levels disclosed in future 10-Qs to gauge dilution.

Biotech Industry Specialist

TL;DR: Typical biotech move to fund pipeline; watch dilution versus trial progress.

Biotech issuers frequently employ ATM facilities to bridge financing between clinical catalysts. Vera’s lead asset, atacicept, is in late-stage IgAN trials; trial costs could accelerate cash burn, making this ATM a prudent safety net. Still, issuing shares during price weakness could be value-destructive. Timely data readouts that lift the share price would make use of the facility less dilutive. Strategically, the agreement signals management’s intent to avoid large discounted secondaries.

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^*

Novoseletsky Anna Rose

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal 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		6,810(1)	A	$0	32,657	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 Novoseletsky, Attorney in Fact	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 capital can Vera Therapeutics (VERA) raise under the new ATM program?

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

What commission will TD Cowen receive for selling VERA shares?

TD Cowen is entitled to up to 3.0 % of the gross sales proceeds.

Does the agreement obligate Vera Therapeutics to issue shares?

No. The company is not obligated to sell any shares and may terminate the agreement at any time.

Why did Vera terminate its prior 2022 Sales Agreement?

The new 2025 Sales Agreement replaces and simultaneously terminates the June 3 2022 ATM facility with the same agent.

Under which SEC registration statement will the shares be sold?

Sales will occur under Form S-3 File No. 333-282861 and the prospectus supplement dated 5-Aug-2025.

What is the potential impact on existing shareholders?

If the full $200 m capacity is used, shareholders face dilution; actual impact depends on issuance volume and price.