8-K
Cantaloupe, Inc. (CTLP)
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)
| Pennsylvania | 001-33365 | 23-2679963 |
|---|---|---|
| (State or other Jurisdiction of<br><br> <br>Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 101 Lindenwood Drive,<br> Suite 405<br><br> <br>Malvern Pennsylvania | 19355 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip code) |
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, no par value | CTLP | The NASDAQ Stock Market LLC |
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. ☐
| Item 8.01 | Other Events. |
|---|
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. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| Exhibit<br><br> <br>Number | Description |
| --- | --- |
| 99.1 | Notice of Redemption of Series A Convertible Preferred Stock. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Cantaloupe, Inc. | |||
|---|---|---|---|
| By: | /s/ Anna Novoseletsky | ||
| Name: | Anna Novoseletsky | ||
| Date: May 1, 2026 | Title: | Chief Legal & Compliance Officer and General Counsel |
Exhibit 99.1
Execution Version
CANTALOUPE, INC.
NOTICE OF REDEMPTION
SERIES A CONVERTIBLE PREFERRED STOCK
CUSIP NO. 138103205
Holders of Cantaloupe, Inc.’s Series A Convertible Preferred Stock:
Reference is hereby made to (i) the Amended and Restated Articles of Incorporation, as Amended Through April 15, 2021 (the “Articles”) of Cantaloupe, Inc., a Pennsylvania corporation (the “Company”), and (ii) the Agreement and Plan of Merger, dated as of June 15, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, 365 Retail Markets, LLC, a Delaware limited liability company (“365”), Catalyst Holdco I, Inc., a Delaware corporation, Catalyst Holdco II, Inc., a Delaware corporation, and Catalyst MergerSub Inc., a Delaware corporation (“Merger Subsidiary”), pursuant to which, subject to the terms and conditions thereof, Merger Subsidiary will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned, indirect subsidiary of 365. A copy of the Articles has been filed by the Company with the Securities and Exchange Commission (“SEC”)
and may be viewed at https://www.sec.gov/Archives/edgar/data/896429/000162828022001838/a31-amendedandrestatedarti.htm, and a copy of the Merger Agreement has been filed by the Company with the SEC and may be viewed at
https://www.sec.gov/Archives/edgar/data/896429/000110465925059703/tm2518071d1\_ex2-1.htm.
Notice (this “Notice”) is hereby given that the Company has elected to redeem all of the shares of its Series A Convertible Preferred Stock, without par value (“Preferred Stock”), pursuant to Section 4(C)(6) of the Articles (the “Redemption”), that are issued and outstanding as of immediately prior to the closing of the Merger (the “Closing” and the date of the Redemption, the “Redemption Date”). The Closing (and therefore the Redemption) is expected to occur on May 8, 2026. Any shares of Preferred Stock that are outstanding on the Redemption Date will be redeemed immediately prior to the Closing on the Redemption Date, for cash at the redemption price per share of Preferred Stock set forth in Section 4(C)(6) of the Articles (the “Redemption
Price”\), which is the amount per share of Preferred Stock equal to \(i\) $11.00, plus \(ii\) an amount equal to the accrued and unpaid cumulative dividends thereon to the Redemption Date. For the avoidance of doubt, if the Closing does
not occur, then the Redemption will not occur. As of May 8, 2026, the amount of accrued and unpaid cumulative dividends on each outstanding share of Preferred Stock will be $51.90, resulting in a Redemption Price on such date of $62.90. Dividends
will continue to accrue on the Preferred Stock until the Redemption Date, as provided in the Articles.
At any time prior to the Redemption Date, you have the right to convert your Preferred Stock into shares of the Company’s common stock, without par value (“Common Stock”), as described below. Any shares of Preferred Stock that are converted into Common Stock will no longer be outstanding and the Redemption Price will not be payable in respect of any shares of Preferred Stock that have been converted into Common Stock.
On and after the Redemption Date, dividends will cease to accrue on the shares of Preferred Stock. Additionally, on and after the Redemption Date, the Preferred Stock will no longer be deemed outstanding, and all rights with respect thereto will cease and terminate, except the right of holders thereof to receive payment of the Redemption Price, without interest, upon presentation and surrender of certificates representing the shares of the Preferred Stock or by complying with the applicable procedures of the Depository Trust Company on or after the Redemption Date.
This Notice is revocable by the Company in its sole discretion. This Notice is being given in accordance with Section 8.09 of the Merger Agreement to effect the Redemption immediately prior to the Closing. Notwithstanding anything in this Notice to the contrary, this Notice may be revoked by the Company in its sole discretion for any reason. If this Notice is revoked by the Company, the Company will not redeem any shares of Preferred Stock on the Redemption Date and this Notice shall have no force or effect. Notwithstanding any revocation of this Notice, if the Company revokes this Notice, the Company may at any time thereafter issue another notice of the redemption of shares of Preferred Stock.
Additional Redemption Terms. If you currently hold certificate(s) representing shares of Preferred Stock, those certificate(s) MUST BE RETURNED in order to receive the Redemption Price. Payment of the Redemption Price will be made upon your satisfactory execution of a letter of transmittal (a “Letter of Transmittal”) and the presentation and surrender for payment of your shares of Preferred Stock to Equiniti Trust Company, LLC (the “Redemption Agent”). A holder of shares of Preferred Stock will not be entitled to receive the Redemption Price until the certificate(s) representing such holder’s shares and a completed copy of a Letter of Transmittal are delivered to the Redemption Agent at the address indicated in this notice. THE METHOD OF DELIVERY OF THE CERTIFICATE(S) TO THE REDEMPTION AGENT IS AT THE ELECTION AND RISK OF THE HOLDER THEREOF, BUT IF SENT BY MAIL, IT IS RECOMMENDED THAT THE CERTIFICATE(S) BE SENT BY REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. DELIVERY OF THE CERTIFICATE(S) WILL BE EFFECTIVE, AND RISK OF LOSS AND TITLE WITH RESPECT THERETO SHALL PASS, ONLY WHEN THE CERTIFICATE(S) ARE ACTUALLY RECEIVED BY THE REDEMPTION AGENT.
Beneficial Owners. Only a registered holder of shares of Preferred Stock may surrender Preferred Stock for redemption. Any beneficial owner whose shares of Preferred Stock are registered in the name of a broker, dealer, commercial bank trust company or other nominee should contact the registered holder promptly and instruct the registered holder to execute and deliver a Letter of Transmittal on the beneficial owner’s behalf.
Questions regarding the Redemption or the procedures therefor may be referred to the Redemption Agent at (800) 937-5449.
Right to Convert Preferred Stock Prior to the Redemption Date. In accordance with Section 3(C)(3) of the Articles, holders of Preferred Stock have the right to convert each share of Preferred Stock (as well as any accrued and unpaid cumulative dividends thereon) into Common Stock, pursuant to and at the conversion price set forth in the Articles, at any time prior to the Redemption Date. Holders of Preferred Stock that convert their Preferred Stock into Common Stock prior to the Redemption Date will be entitled to receive, at the Closing, pursuant to and in accordance with the Merger Agreement, the Merger Consideration (as defined in the Merger Agreement), less any applicable withholding taxes, for each share of Common Stock into which the Preferred Stock converts, and such holders will not receive the Redemption Price in respect of any shares of Preferred Stock that have been converted into Common Stock.
2
CANTALOUPE, INC.
| By: | /s/ Anna Novoseletsky | ||
|---|---|---|---|
| Anna Novoseletsky | |||
| Chief Legal & Compliance Officer and General Counsel | |||
| Date: May 1, 2026 |