Business Description

5 1A. Risk Factors. 15 1B. Unresolved Staff Comments. 26 1C. Cybersecurity. 26 2. Properties. 27 3. Legal Proceedings. 27 4. Mine Safety Disclosures. 27 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 28 6. [Reserved] . 29 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 30 7A. Quantitative and Qualitative Disclosures About Market Risk. 41 8. Financial Statements and Supplementary Data. 42 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 87 9A. Controls and Procedures. 87 9B . Other Information. 88 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 88 PART III Item 10. Directors, Executive Officers and Corporate Governance. 89 11. Executive Compensation. 95 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 111 13. Certain Relationships and Related Transactions, and Director Independence. 112 14. Principal Accounting Fees and Services. 113 PART IV Item 15. Exhibits, Financial Statement Schedules. 115 16 . Form 10-K Summary . 117 2 PART I In this Annual Report on Form 10-K, or Annual Report, and unless otherwise indicated, the terms "Cantaloupe", the "Company", "CTLP", "we", "us", "our", "our company" and "our business" refer to Cantaloupe, Inc., formerly known as USA Technologies, Inc. The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report. Due to rounding, figures in tables may not sum exactly. FORWARD-LOOKING STATEMENTS This Annual Report contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the anticipated financial and operating results of Cantaloupe, Inc. For this purpose, forward-looking statements are any statements contained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words “estimate,” “could,” “should,” “would,” “likely,” “may,” “will,” “plan,” “intend,” “believes,” “expects,” “anticipates,” “projected,” or similar expressions. Those statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous assumptions.…