Every 8-K that CANTALOUPE INC PFD (CTLPP) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CTLPP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CTLPP filings page.
Cantaloupe, Inc. completed its merger with affiliates of 365 Retail Markets, becoming a wholly owned, indirect subsidiary of Parent and effectively going private. Each outstanding share of common stock was canceled and converted into the right to receive $11.20 in cash, except for specified treasury, parent-held and rollover shares.
The company redeemed all preferred stock for $11.00 per share plus accrued and unpaid dividends before the merger. All in-the-money options, RSUs, PSUs and restricted stock awards vested and were cashed out based on the same per-share merger price, while out-of-the-money options were canceled.
Cantaloupe repaid in full all obligations under its Second Amended and Restated Credit Agreement. Trading in its common stock will be suspended and the shares delisted from Nasdaq following a Form 25 filing, with a subsequent Form 15 expected to terminate SEC reporting. The pre-merger board and officers resigned, and a new board and officers were appointed at the surviving corporation.
Cantaloupe, Inc. reports that the Hart-Scott-Rodino Act waiting period for its planned merger with 365 Retail Markets expired on May 1, 2026, removing a key regulatory condition to closing. The companies now expect the merger to close on or about May 8, 2026, subject to remaining conditions.
Cantaloupe has elected to redeem all outstanding shares of its Series A Convertible Preferred Stock immediately before closing. Each preferred share will be redeemed for cash equal to $11.00 plus accrued and unpaid cumulative dividends. As of May 8, 2026, accrued dividends per share are $51.90, resulting in a total redemption price of $62.90 per preferred share.
Preferred holders may instead convert their shares (and accrued dividends) into common stock at the contractual conversion price any time before the redemption date. Holders who convert will receive the merger consideration for the resulting common shares rather than the cash redemption price. If the merger does not close, the redemption will not occur and this notice may be revoked at Cantaloupe’s discretion.
Cantaloupe, Inc. reports that its planned merger with 365 Retail Markets has triggered a “Second Request” for additional information from the U.S. Federal Trade Commission under the Hart-Scott-Rodino Act. This Second Request extends the regulatory waiting period until 30 days after both companies substantially comply with the information requests, adding time and complexity to the antitrust review.
The companies state they will continue cooperating with the FTC in its review of the merger. Assuming they receive required HSR clearance and all other closing conditions in the merger agreement are satisfied or waived in a timely manner, they currently expect to complete the merger in the first half of calendar year 2026. The filing also highlights extensive risks that could delay, alter, or prevent the transaction, including regulatory approvals, financing, integration challenges, potential termination and related fees, and broader economic and legal uncertainties.