8-K: Cantaloupe, Inc. Completes Acquisition by 365 Retail Markets

Cantaloupe, Inc. has finalized its merger with 365 Retail Markets, LLC, resulting in the company becoming a private, wholly-owned subsidiary.

Summary

• Cantaloupe, Inc. completed its merger with 365 Retail Markets, LLC on May 8, 2026.
• Common shareholders are entitled to receive $11.20 in cash per share.
• All outstanding equity awards, including RSUs, PSUs, and in-the-money options, were vested and converted into cash at the $11.20 per share rate.
• The company has terminated its existing credit agreement with JPMorgan Chase Bank, N.A.
• Cantaloupe, Inc. has requested the delisting of its common stock from the NASDAQ and intends to deregister its securities with the SEC.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event; it is a standard completion of a previously announced merger agreement, resulting in the expected delisting of the company.

Positives

• Shareholders received a definitive cash exit price of $11.20 per share.
• Equity holders (RSUs, PSUs, and options) received full vesting and cash payouts as part of the transaction.
• Preferred shareholders were redeemed at $11.00 per share plus accrued dividends.

Negatives

• The company is no longer a publicly traded entity, removing it from public market participation.
• Public reporting obligations will cease following the filing of Form 15.

Risks

• The company has transitioned to a private subsidiary, significantly reducing transparency for former public investors.
• All previous board members and officers have resigned or been replaced, signaling a complete change in corporate governance.

Future Outlook

The company has been acquired and is now a wholly-owned, indirect subsidiary of 365 Retail Markets, LLC. It intends to deregister its common stock and suspend all SEC reporting obligations.

Management Comments

• The company confirmed the resignation of all nine previous directors and the appointment of a new board for the surviving corporation.
• Joseph Hessling and Brittany Westerman have been appointed as officers of the surviving corporation.

Industry Context

StockSavvy.ai notes that this acquisition represents a consolidation in the automated retail and payment technology sector, as 365 Retail Markets absorbs Cantaloupe's established footprint in the vending and micro-market payment space.

Comparison to Industry Standards

• The transaction follows standard 'take-private' procedures for mid-cap technology firms.
• The cash-out structure is consistent with typical M&A activity in the fintech and retail automation sectors.

Management Changes

Corporate Governance

Legal Proceedings

• None mentioned.

Related Party Transactions

• None mentioned.

Stakeholder Impact

• Shareholders receive cash consideration for their holdings.
• Employees and creditors are subject to the new ownership structure under 365 Retail Markets, LLC.

Next Steps

• Delisting of common stock from NASDAQ (effective 10 days after Form 25 filing).
• Filing of Form 15 with the SEC to deregister common stock.
• Suspension of reporting obligations under the Exchange Act.

Key Dates

Keywords

Merger, Acquisition, Cantaloupe, 365 Retail Markets, Delisting, Take-private, CTLP