CANTALOUPE, INC.

false 0000896429 0000896429 2026-05-01 2026-05-01 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 Incorporation) (Commission File Number) (IRS Employer Identification No.) 101 Lindenwood Drive , Suite 405 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 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