Cantaloupe, Inc. Files 8-K on Security Holder Votes

TL;DR

Cantaloupe (CTLP) filed an 8-K for shareholder votes and other events.

AI Summary

Cantaloupe, Inc. filed an 8-K on September 4, 2025, reporting on the submission of matters to a vote of security holders and other events. The filing details the company's principal executive offices located at 101 Lindenwood Drive, Suite 405, Malvern, Pennsylvania, 19355, and its telephone number is (610) 989-0340. The company was incorporated in Pennsylvania and its fiscal year ends on June 30.

Why It Matters

This filing indicates important corporate actions and decisions are being made by Cantaloupe, Inc. that require shareholder approval or are significant operational updates.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and does not appear to contain significant negative financial or operational news.

Key Numbers

• 001-33365 — SEC File Number (Identifies the company's filing with the SEC.)
• 23-2679963 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Cantaloupe, Inc. (company) — Registrant
• Pennsylvania (location) — State of Incorporation
• 101 Lindenwood Drive, Suite 405, Malvern, Pennsylvania, 19355 (location) — Principal executive offices
• September 4, 2025 (date) — Date of Report

FAQ

Filing Documents

• ef20055103_8k.htm (8-K) — 48KB
• 0001140361-25-033991.txt ( ) — 178KB
• usat-20250904.xsd (EX-101.SCH) — 4KB
• usat-20250904_lab.xml (EX-101.LAB) — 21KB
• usat-20250904_pre.xml (EX-101.PRE) — 16KB
• ef20055103_8k_htm.xml (XML) — 4KB

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 4, 2025, Cantaloupe, Inc. (" Cantaloupe ", " we ", " our " or " us ") held a virtual special meeting of its shareholders (the " Special Meeting ") to vote on the proposals identified in the definitive proxy statement of Cantaloupe prepared in connection with the Merger Agreement (as defined below) filed with the U.S. Securities and Exchange Commission on July 24, 2025, which was first mailed to Cantaloupe's shareholders on July 28, 2025 and supplemented on August 22, 2025. Pursuant to the Merger Agreement, Catalyst MergerSub Inc. (" Merger Sub ") will merge with and into Cantaloupe, with Cantaloupe surviving the merger (the " Merger ") as a wholly-owned subsidiary of Catalyst Holdco II, Inc. (" Holdco II "). As of the close of business on July 21, 2025, the record date for the Special Meeting (the " record date "), there were 73,289,054 shares of our common stock, without par value (" common stock "), outstanding and entitled to vote at the Special Meeting and 385,782 shares of our Series A Preferred Stock, without par value (" preferred stock "), outstanding and entitled to vote at the Special Meeting. Each share of common stock outstanding as of the record date was entitled to one vote on each matter submitted to our shareholders for approval at the Special Meeting, and each share of preferred stock outstanding as of the record date was entitled to vote on an as-converted basis, with each share of preferred stock outstanding as of the record date entitling the holder thereof to 0.1988 of a vote on each matter submitted to our shareholders for approval at the Special Meeting (with any fractional vote determined on an aggregate conversion basis being rounded to the nearest whole number). At the Special Meeting, holders of 60,164,537 shares of common stock and 20,884 shares of preferred stock, representing 82.03% of all of the votes that were entitled to be cast at the Special Meeting, w

01

Item 8.01. Other Events. As previously disclosed, Cantaloupe and 365 each filed the Hart-Scott-Rodino (" HSR ") notification and report form for the Merger on July 15, 2025. On August 13, 2025, 365 withdrew its HSR notification and report form and refiled its HSR notification and report form on August 18, 2025. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act "), will expire on September 17, 2025, at 11:59 p.m., Eastern time, unless terminated early or extended by a request for additional information. Assuming timely satisfaction of the necessary closing conditions, including the expiration or termination of the waiting period under the HSR Act, the parties to the Merger Agreement currently expect the Merger to be completed in the second half of calendar year 2025. 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 comp

SIGNATURES

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: September 4, 2025 Title: Chief Legal & Compliance Officer and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR