USAT on NASDAQ

USA Technologies Inc.

American financial services company

Cantaloupe, Inc., previously known as USA Technologies Inc., is an American company known for its work with ePort cashless acceptance technology running on its patented ePort Connect service, a PCI compliant services. ePort Connect wirelessly facilitates electronic payment options to consumers with credit, debit, or NFC enabled electronic wallets like Apple Pay and Google Pay while providing operators with both telemetry and machine-to-machine (M2M) services. ePort technology is primarily found in vending machines, kiosks and point-of-sale (POS)…3 Its shares trade on NASDAQ under the symbol USAT.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

$302.5MRevenue, fiscal 20255
$64.5MNet income, fiscal 20255
1992Founded1

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  • TickerUSAT on NASDAQ1
  • IndustryCalculating & Accounting Machines (No Electronic Computers)1
  • HeadquartersMalvern1
  • Websitewww.cantaloupe.com
  • Incorporated inPA6
  • Business address101 Lindenwood Drive, Suite 405, Malvern, Pa 193556
  • Filer categoryAccelerated filer6
  • Legal formCorporation4
  • LEI529900O54DBQQVWO9Q854
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered address100 Deerfield Lane, Suite 300, 19355 Malvern, United States4
  • Registered withPennsylvania Department of State, 20725874

Cantaloupe, Inc., previously known as USA Technologies Inc., is an American company known for its work with ePort cashless acceptance technology running on its patented ePort Connect service, a PCI compliant services. ePort Connect wirelessly facilitates electronic payment options to consumers with credit, debit, or NFC enabled electronic wallets like Apple Pay and Google Pay while providing operators with both telemetry and machine-to-machine (M2M) services. ePort technology is primarily found in vending machines, kiosks and point-of-sale (POS) terminals, but the ePort Online and ePort Mobile products have extended the network to accept recurring payments from a PC or retail outlets and the taxi industry through smartphone devices.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

7.4%Operating margin5
21.3%Net margin5
12.6%Revenue growth, 20255
25.7%Return on equity5
0.15×Debt to equity5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development1¢$2.9M
  • Other costs64¢$192.8M
  • Income tax14¢$42.4M
  • Profit21¢$64.5M

Out of $302.5M in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$20.3M

Out of $20.3M of cash from operations.5

Financial statements

Revenue9101112135$302.5M in 2025+128% since 2018
0$100.0M$200.0M$300.0M$400.0M2018: $132.5M$132.5M20182019: $144.5M$144.5M2019+9%2020: $163.2M$163.2M2020+13%2021: $166.9M$166.9M2021+2%2022: $205.2M$205.2M2022+23%2023: $243.6M$243.6M2023+19%2024: $268.6M$268.6M2024+10%2025: $302.5M$302.5M2025+13%
Gross profit9101112$81.2M in 2023+128% since 2018
0$25.0M$50.0M$75.0M$100.0M2018: $35.7M$35.7M20182019: $40.2M$40.2M2019+13%2020: $46.3M$46.3M2020+15%2021: $54.0M$54.0M2021+17%2022: $64.2M$64.2M2022+19%2023: $81.2M$81.2M2023+27%
Operating income9101112135$22.3M in 2025
-$40.0M-$20.0M0$20.0M$40.0M2018: -$9.2M-$9.2M20182019: -$28.2M-$28.2M2019+206%2020: -$39.6M-$39.6M2020+40%2021: -$8.7M-$8.7M2021−78%2022: -$2.7M-$2.7M2022−69%2023: $760.0K$760.0K20232024: $14.2M$14.2M2024+1764%2025: $22.3M$22.3M2025+58%
Net income9101112135$64.5M in 2025
-$50.0M0$50.0M$100.0M2018: -$11.3M-$11.3M20182019: -$29.9M-$29.9M2019+165%2020: -$40.6M-$40.6M2020+36%2021: -$8.7M-$8.7M2021−79%2022: -$1.7M-$1.7M2022−80%2023: $633.0K$633.0K20232024: $12.0M$12.0M2024+1795%2025: $64.5M$64.5M2025+438%
Fiscal year20182019202020212022202320242025
Revenue$132.5M9$144.5M10$163.2M11$166.9M12$205.2M13$243.6M5$268.6M5$302.5M5
Cost of revenue$96.8M9$104.3M10$116.9M11$112.9M12$141.0M12$162.4M12
Gross profit$35.7M9$40.2M10$46.3M11$54.0M12$64.2M12$81.2M12
Research and development$1.3M9$4.6M10$3.8M11$3.9M12$3.5M13$3.5M5$3.0M5$2.9M5
Selling, general and admin$34.6M9$46.5M10$61.7M10$58.6M10
Operating expenses$66.9M13$80.5M5$88.5M5$101.5M5
Operating income-$9.2M9-$28.2M10-$39.6M11-$8.7M12-$2.7M13$760.0K5$14.2M5$22.3M5
Interest$3.1M9$3.0M10$2.6M11$4.0M12$524.0K12$2.3M12
Income before tax-$1.5M13$814.0K5$13.0M5$22.2M5
Income tax-$101.0K9$262.0K10$1.0K11$370.0K12$186.0K13$181.0K5$985.0K5-$42.4M5
Net income-$11.3M9-$29.9M10-$40.6M11-$8.7M12-$1.7M13$633.0K5$12.0M5$64.5M5
Earnings per share-$0.239-$0.5110-$0.6611-$0.1412-$0.0313$0.005$0.165$0.875
Earnings per share (diluted)-$0.239-$0.5110-$0.6611-$0.1412-$0.0313$0.005$0.155$0.865
Shares (weighted, basic)71.1M shares1372.0M shares572.8M shares573.2M shares5
Shares (weighted, diluted)71.1M shares1372.5M shares574.2M shares574.7M shares5

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Corporate structure

USA Technologies Inc. sits at the top of its group. 11 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of USA Technologies Inc.

  • USA Technologies Inc. Malvern, Pennsylvania, United States
    • Cantaloupe Bahamas Ltd. Subsidiary · Bahamas
    • Cantaloupe International, Inc. Subsidiary · Delaware, United States
    • Cantaloupe Solutions Canada, Inc. Subsidiary · Canada
    • Cantaloupe Systems, Inc. Subsidiary · Delaware, United States
    • Cheq Lifestyle Technology, Inc. Subsidiary · Delaware, United States
    • SB Software, Inc Subsidiary · United Kingdom
    • Stitch Networks Corporation Subsidiary · Delaware, United States
    • Tecnologias Melon, S de R.L. de C. V. Subsidiary · Mexico
    • Three Square Market Limited Subsidiary · United Kingdom
    • USAT Capital Corp, LLC. Subsidiary · Pennsylvania, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What USA Technologies Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$89.7M5 Jun 30, 2025$77.1M5 Jun 30, 2024+16.4%
Accumulated depreciation$50.6M5 Jun 30, 2025$43.0M5 Jun 30, 2024+17.6%
Property and equipment, net$39.1M5 Jun 30, 2025$34.0M5 Jun 30, 2024+15.0%
Operating-lease assets (leased space)$7.7M5 Jun 30, 2025$8.0M5 Jun 30, 2024−3.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$51.1M5 Jun 30, 2025$58.9M5 Jun 30, 2024−13.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$103.2M5 Jun 30, 2025$94.9M5 Jun 30, 2024+8.8%
Intangible assets, net (excluding goodwill)$23.3M5 Jun 30, 2025$24.6M5 Jun 30, 2024−5.3%
Indefinite-lived intangibles (excluding goodwill)$05 Jun 30, 2025$05 Jun 30, 2024
Finite-lived intangibles, gross$53.1M5 Jun 30, 2025$49.4M5 Jun 30, 2024+7.4%
Accumulated amortization$29.8M5 Jun 30, 2025$24.8M5 Jun 30, 2024+20.0%
Finite-lived intangibles, net$23.3M5 Jun 30, 2025$24.6M5 Jun 30, 2024−5.3%

Inventory

ItemLatestA year beforeChange
Inventory, total$45.7M5 Jun 30, 2025$40.8M5 Jun 30, 2024+12.0%

Properties, in its own words

Our current headquarters are located at 101 Lindenwood Drive, Malvern, Pennsylvania. All of our current locations are leased and expire in varying years outlined below. All of our leased facilities are used for corporate functions, product development, sales, and other purposes. We believe our existing facilities are sufficient for our current and future needs. The Company also leases other small facilities on a short term basis which are not included in the table below.

Location · Approximate Monthly Base Rent · Lease Expiration · Approximate Size

The rest of Item 2

Atlanta, Georgia · $38,000 - $44,000 · July 2029 · 15,300 sq. ft.

Malvern, Pennsylvania · $65,000 - $85,000 · March 2035 · 27,000 sq. ft.

Denver, Colorado(1) · $45,000 - $53,000 · December 2026 · 16,700 sq. ft.

River Falls, Wisconsin · $35,000 · November 2027 · 36,100 sq. ft.

(1) This office space location is no longer utilized by the Company and has been sub-leased.

Item 2 of the 10-K filed Sep 8, 2025.18

The story

USA Technologies was founded in 1992 and holds more than 87 patents on its products and services. Its patents range from payment processing, transaction methods, and terminal connection methods to energy management and telematics. There are currently over 250,000 connections to its ePort Connect Service. The company was named in Deloitte L.L.P.'s 2014 Technology Fast 500 List of the fastest-growing companies in North America. They worked with Setomatic Systems to be the first to bring NFC technology into the self-service laundry market The Nilson Report ranked USA Technologies 6th in the US (and 28th worldwide) in POS shipments, and they received the 2014 Frost & Sullivan North American Customer Value Leadership Award in Financial Services and Retail M2M Communications.

In 2010, a proxy fight for the company's board of directors took place with shareholder group SAVE Partners. This proxy fight ended with the addition of two SAVE Board candidates and the modification of company policies. In 2012, there was another proxy fight involving SAVE, but this dispute resulted in no change to the board.

USA Technologies' CEO George Jensen was suspended on 4 October 2011, after he was revealed to be posting company information to an investor board and resigned two weeks later. Stephen Herbert was appointed as CEO and held that position until he stepped down in 2019 due to the "start of a proxy battle brought by its largest investor", Hudson Executive Capital.

USA Technologies announced its name change to Cantaloupe, Inc. on 19 April 2021.

From Wikipedia’s article on Cantaloupe, Inc., shared under CC BY-SA 4.0.7

Leadership

Who has led USA Technologies Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (45)

Products and brands

Cantaloupe's primary product is the ePort, a cashless payment terminal for vending machines, kiosks, and POS terminals. The ePort EDGE accepts magnetic swipe cards, and the ePort G8 & G9 series also accept contactless cards, FOB, PIN, and virtual wallets such as Apple Pay and Softcard. It features an inclusive system for providing remote audits, cashless payment, and interactive transaction capabilities in a vending machine. In 2010, the ePort EDGE won the National Automatic Merchandising Association (NAMA) award for innovation in cashless vending technology.

Specific to vending machines, Cantaloupe holds over a dozen patents and have maintained partnerships with MasterCard Worldwide, Dr. Pepper/Seven Up, Kodak, ZiLOG, CineMachine, MEI, and Wurlitzer, among others.

The company has been ranked several times among the leading shippers of point-of-sale terminals by The Nilson Report, a source of news and research on consumer payment systems worldwide. In 2009, it ranked 6th in the US and 31st in the world. In 2013, the report ranked 6th in point-of-sale shipments in the United States and 28th in the world. Cantaloupe announced its expansion initiatives in Australia in June 2018.

From Wikipedia’s article on Cantaloupe, Inc., shared under CC BY-SA 4.0.7

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Cantaloupe Bahamas Ltd. Bahamas8
  • Cantaloupe International, Inc. Delaware8
  • Cantaloupe Solutions Canada, Inc. Canada8
  • Cantaloupe Systems, Inc. Delaware8
  • Cheq Lifestyle Technology, Inc. Delaware8
  • SB Software, Inc United Kingdom8
  • Stitch Networks Corporation Delaware8
  • Tecnologias Melon, S de R.L. de C. V. Mexico8
  • Three Square Market Limited United Kingdom8
  • Three Square Market, Inc. Wisconsin8
  • USAT Capital Corp, LLC. Pennsylvania8

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • USA TECHNOLOGIES INCAug 2, 1996 to Apr 12, 20216

Timeline

  1. May 8, 20268-K Ended a material agreement; Completed an acquisition or sale; Listing notice or transfer79
  2. May 1, 20268-K Other events80
  3. Nov 21, 20258-K Shareholder vote81
  4. Sep 24, 20258-K Executive or director change82
  5. Sep 18, 20258-K Other events83
  6. Sep 4, 20258-K Shareholder vote; Other events84
  7. Jun 16, 20258-K Entered a material agreement; Executive or director change; Other events85
  8. May 8, 20258-K Results of operations86
  9. Feb 6, 20258-K Results of operations87
  10. Feb 5, 20258-K Entered a material agreement; New debt or obligation88
  11. Nov 25, 20248-K Shareholder vote89
  12. Nov 7, 20248-K Results of operations90
  13. Dec 16, 2022New chief executive Ravi Venkatesan becomes CEO19
  14. May 14, 2020New chief executive Sean E. Feeney becomes CEO20
  15. Nov 25, 2019New chief executive Donald W. Layden Jr. becomes CEO21
  16. Oct 25, 2011New chief executive Stephen P. Herbert becomes CEO22
  17. Feb 17, 2006Went public Listed on NASDAQ1
  18. 1992Founded Founded1

Calendar

When it reported results

  1. May 8, 2025Reported quarterly or annual results86
  2. Feb 6, 2025Reported quarterly or annual results87
  3. Nov 7, 2024Reported quarterly or annual results90
  4. Sep 10, 2024Reported quarterly or annual results91
  5. May 9, 2024Reported quarterly or annual results92
  6. Feb 8, 2024Reported quarterly or annual results93
  7. Nov 9, 2023Reported quarterly or annual results94
  8. Sep 6, 2023Reported quarterly or annual results95

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

257 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 38 major events, 104 insider forms, 23 large holders, 72 other. The latest 20:

  1. Aug 11, 2026SCHEDULE 13G/A EDGAR
  2. May 21, 20264 EDGAR
  3. May 18, 202615-12G EDGAR
  4. May 12, 2026EFFECT EDGAR
  5. May 11, 20264 EDGAR
  6. May 11, 20264 EDGAR
  7. May 11, 2026SCHEDULE 13G EDGAR
  8. May 8, 20264 EDGAR
  9. May 8, 20264 EDGAR
  10. May 8, 20264 EDGAR
  11. May 8, 20264 EDGAR
  12. May 8, 20264 EDGAR
  13. May 8, 20264 EDGAR
  14. May 8, 20264 EDGAR
  15. May 8, 20264 EDGAR
  16. May 8, 20264 EDGAR
  17. May 8, 202625-NSE EDGAR
  18. May 8, 20264 EDGAR
  19. May 8, 2026S-8 POS EDGAR
  20. May 8, 2026S-8 POS EDGAR

The 257 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

40 open-market trades by officers, directors and large owners since October 2021: 35 buys and 5 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 8, 2026Dumbrell Jeffrey CharlesChief Revenue OfficerSale23,254Form 4
Sep 22, 2025Singal GauravChief Technology OfficerSale14,544$10.61$154.3KForm 4
Sep 18, 2025Stewart Scott MatthewChief Financial OfficerSale62,830$10.63$667.9KForm 4
Sep 18, 2025Singal GauravChief Technology OfficerSale200,000$10.63$2.1MForm 4
Sep 30, 2024Bergeron DouglasDirectorBuy36,000$7.41$266.8KForm 4
Sep 27, 2024Baird Lisa P.DirectorBuy6,000$7.42$44.5KForm 4
Sep 27, 2024Bergeron DouglasDirectorBuy234,134$7.41$1.7MForm 4
Sep 26, 2024Bergeron DouglasDirectorBuy13,866$7.15$99.1KForm 4
Sep 13, 2024Venkatesan RaviChief Executive OfficerBuy8,000$6.30$50.4KForm 4
Feb 13, 2024Baird Lisa P.DirectorBuy3,000$6.25$18.8KForm 4
Feb 12, 2024Venkatesan RaviChief Executive OfficerBuy7,749$6.45$50.0KForm 4
Sep 29, 2023Harris Ian JiroDirectorBuy4,250$6.28$26.7KForm 4
Sep 28, 2023Harris Ian JiroDirectorBuy6,946$6.34$44.0KForm 4
Sep 27, 2023Venkatesan RaviChief Executive OfficerBuy16,000$6.28$100.5KForm 4
Sep 27, 2023Harris Ian JiroDirectorBuy5,500$6.29$34.6KForm 4
Feb 21, 2023Hudson Executive Capital LP10% ownerSale90,582$6.30$570.7KForm 4
Dec 19, 2022Stewart Scott MatthewChief Financial OfficerBuy2,500$4.00$10.0KForm 4
Dec 19, 2022Harris Ian JiroDirectorBuy5,010$4.00$20.0KForm 4
Dec 16, 2022Harris Ian JiroDirectorBuy4,750$3.96$18.8KForm 4
Dec 15, 2022Stewart Scott MatthewChief Financial OfficerBuy7,500$4.00$30.0KForm 4

All 40 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$3.1M 2020–2020
Money received by yearMoney received by year, 2020–2020: $3.1M in all. PPP loans $3.1M.$0$1M$2M$3M$4M2020 · PPP loans: $3.1M2020
Figures by year
YearPPP loansTotal
2020$3.1M$3.1M

PPP loans

Paycheck Protection Program loans of $150,000 and up, approved April 2020 to July 2021, from the SBA105. Matched to this company by name and state.

  1. Apr 28, 2020$3.1M PPP loan (first draw) from Valley National Bank105To USA TECHNOLOGIES, INC., Malvern PA; $3.1M forgiven Jun 9, 2021

SEC filer profile

How USA Technologies Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCANTALOUPE, INC.2
  • CIK0000896429
  • Employer ID (EIN)23-267996318
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company18
  • Incorporated inPennsylvania18
  • Fiscal year endsJune 302
  • Industry code (SIC)3578 Calculating & Accounting Machines (No Electronic Computers)2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address101 Lindenwood Drive, Suite 405, Malvern, PA 193552
  • Phone80063303402
  • Shares outstanding73,733,567 as of May 1, 202616
  • Public float$562.9M as of Dec 31, 202418
  • AuditorDeloitte & Touche LLP, Atlanta, GA PCAOB ID 34; it also attests to the company’s internal control over financial reporting18
  • On EDGAR sinceMay 14, 19962
  • Filings1,719 in all: 4 (504), 8-K (315), 10-Q (68), DEFA14A (61), 3 (55), DFAN14A (54), S-8 (45), S-8 POS (45)2
    All 68 form types

    CORRESP (36), SC 13G/A (36), POS AM (33), UPLOAD (33), EFFECT (31), SC 13D/A (30), DEF 14A (24), 10-K (23), 10QSB (23), 424B3 (23), REGDEX (20), S-1/A (19), SB-2 (19), S-1 (18), SC 13G (16), 4/A (13), CT ORDER (11), SB-2/A (11), NT 10-Q (10), SD (10), NT 10-K (9), REGDEX/A (9), PRE 14A (7), 10-Q/A (6), 10KSB (6), 424B4 (6), 8-A12B (6), 8-K/A (6), 25-NSE (5), CERTNAS (5), DEFC14A (5), PREC14A (5), PRRN14A (5), DFRN14A (4), FWP (4), PRER14A (4), SC 13D (4), SCHEDULE 13G/A (4), 10-K/A (3), D (3), DEFR14A (3), 10KSB/A (2), 8-A12G (2), ARS (2), NO ACT (2), S-1MEF (2), 144 (1), 15-12G (1), 3/A (1), 424B1 (1), CERT (1), DEFM14A (1), DEFN14A (1), NTN 10Q (1), PREM14A (1), PREN14A (1), S-2 (1), S-3 (1), SCHEDULE 13D/A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Sep 8, 2025
    Quarterly report (10-Q) May 6, 2026
    Proxy statement (DEF 14A) Oct 10, 2025
    Latest 8-K (8-K) May 8, 2026

Securities registered for trading

ClassSymbolExchange
common stock, no par valueCTLPThe NASDAQ Stock Market LLC

From the cover page of the 10-K filed Sep 8, 2025 (Section 12(b) of the Exchange Act).18

Risk factors and legal proceedings

The risks USA Technologies Inc. names in Item 1A of its 10-K filed Sep 8, 2025: 35 risks under these headings, as written.18

  • The risks and uncertainties described below are not the only ones we face. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. The occurrence of any of these risks could materially adversely affect our business, financial condition, results of operations and cash flows. Accordingly, you should carefully consider the following risk factors, as well as other information contained in or incorporated by reference in this Annual Report.
  • Risks related to our pending Merger with 365 Retail Markets, LLC
  • The pendency of the Merger may result in disruptions to our business.
  • The Merger may not be consummated within the intended timeframe, or at all, and the failure to consummate the Merger will adversely affect the market price of our common stock and could adversely affect our business, results of operations and financial condition.
  • We have in the past, and may again in future, become subject to lawsuits relating to the Merger, which could adversely affect our business, financial condition and operating results.
  • Risks related to our business
  • General economic, market or business conditions unrelated to our operating performance, including global supply chain disruptions and inflationary pressures and tariffs could adversely affect our business and results of operations.
  • Impacts of widespread inflation and tariffs could negatively affect our industry.
  • We only recently began to be profitable and if we incur losses in the future, the price of our shares can be expected to fall.
  • If we are not able to implement successful enhancements and new features for our products and services, our business could be materially and adversely affected.
  • Substantially all of the service contracts with our customers are terminable for any or no reason upon thirty days advance notice.
  • We may not successfully implement our go-to-market strategy which may adversely affect growth and profitability.
The other 25 risks
  • We engage in the outsourcing of engineering work, including outsourcing of software work overseas.
  • The loss of one or more of our key customers could significantly reduce our revenues, results of operations, and reduce net income.
  • Increases in card association and debit network interchange fees could increase our operating costs or otherwise adversely affect our operations.
  • Our efforts to expand into international markets may not be successful; our products and services may not gain traction in new markets; and managing international operations may be challenging or may fail.
  • Geopolitical conflicts, including the conflict between Russia and Ukraine and the conflicts between Israel and Hamas and Israel and Iran, may adversely affect our business and results of operations.
  • Increased scrutiny from shareholders, customers and other stakeholders regarding our environmental, social, and governance, or sustainability responsibilities, could adversely impact our liquidity, results of operations, reputation, and stock price.
  • Operational and liquidity
  • Disruptions to our systems, breaches in the security of transactions involving our products or services, or failure of our processing systems could adversely affect our reputation, business and results of operations.
  • We depend on our key personnel and, if they leave us, or if we are unable to attract highly skilled personnel, our business could be adversely affected.
  • The termination of our relationships with certain third-party suppliers upon whom we rely for services that are critical to our products could adversely affect our business and delay achievement of our business plan.
  • We rely on other card payment processors, and if they fail or no longer agree to provide their services or we fail to operate in compliance with the requirements of those relationships, our customer relationships could be adversely affected, and we could lose business.
  • Disruptions at other participants in the financial system could prevent us from delivering our cashless payment services.
  • Any increase in chargebacks not paid by our customers may adversely affect our results of operations, financial condition and cash flows.
  • We may not fully realize the benefits of acquisitions, it may take longer than we anticipate for us to achieve those benefits, they may be difficult to integrate, may disrupt our business, or divert management attention and may adversely affect our financial condition.
  • Our dependence on proprietary technology and limited ability to protect our intellectual property may adversely affect our ability to compete.
  • We may require additional financing or find it necessary to raise capital to sustain our operations and without it we may not be able to achieve our business plan.
  • Failure to comply with any of the financial covenants under the Company’s debt facilities could result in an event of default which may accelerate our outstanding indebtedness or other obligations and have a material adverse impact on our business, liquidity position and financial position.
  • Legal, regulatory, and compliance risks
  • We are subject to laws and regulations that affect the products, services and markets in which we operate. Failure by us to comply with these laws or regulations would have an adverse effect on our business, financial condition, or results of operations.
  • We are subject to additional risks with respect to our current and potential international operations.
  • We could be subject to claims and lawsuits, which could require significant additional management time and attention, result in significant additional legal expenses or result in government enforcement actions.
  • Failure to maintain effective systems of internal control over financial reporting and disclosure controls and procedures could cause a loss of confidence in our financial reporting and adversely affect the trading price of our common stock.
  • Risks related to our common stock
  • Director and officer liability is limited and shareholders may have limited rights to recover against directors for breach of fiduciary duty.
  • An active trading market for our common stock may not be maintained.
  • If securities and/or industry analysts fail to continue publishing research about our business, if they change their recommendations adversely, or if our results of operations do not meet their expectations, our stock price and trading volume could decline.
  • Exclusion from the Russell 2000® Index could result in a decline in the price of our stock.
  • Upon certain fundamental transactions involving the Company, such as a merger or sale of substantially all of our assets, we may be required to distribute the liquidation preference then due to the holders of our Series A Preferred Stock which would reduce the amount of the distributions otherwise to be made to the holders of our common stock in connection with such transactions.

Legal proceedings

We are a party to litigation and other proceedings that arise in the ordinary course of our business. We establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable. Any such accruals may be adjusted as circumstances change. Assessments of losses are inherently subjective and involve unpredictable factors. It is possible that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to the legal proceedings, claims and investigations.

Except as set forth in Note 18 - Commitments and contingencies to the consolidated financial statements in Part II, Item 8 of this Annual Report, we are not aware of any material pending legal or governmental proceedings as of the filing date of this Annual Report to which we are party, other than routine litigation incidental to our business.

The opening of Item 3, Legal Proceedings.18

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