CANTALOUPE, INC. 8-K

What Happened
Cantaloupe, Inc. (CTLP) filed an 8-K reporting that it entered into a Merger Agreement with 365 Retail Markets, LLC on June 15, 2025, and that the Hart-Scott-Rodino (HSR) waiting period terminated on May 1, 2026. As a result, the merger closing is expected to occur on or about May 8, 2026, subject to satisfaction or waiver of remaining closing conditions. Upon closing, a Merger Subsidiary will merge into Cantaloupe, and Cantaloupe will become a wholly‑owned, indirect subsidiary of 365.

Key Details

• Merger Agreement date: June 15, 2025; HSR waiting period terminated May 1, 2026.
• Expected Closing: on or about May 8, 2026, pending remaining closing conditions.
• Preferred stock redemption: Cantaloupe will redeem all issued and outstanding Series A Convertible Preferred Stock immediately prior to Closing for $11.00 per share plus accrued and unpaid cumulative dividends.
• Notice: Cantaloupe previously disclosed the redemption in its Definitive Proxy Statement (filed July 24, 2025) and sent an additional Notice of Redemption to preferred holders on May 1, 2026.

Why It Matters
The termination of the HSR waiting period is a major regulatory step that increases the likelihood the transaction will close soon. If the merger closes, Cantaloupe will be taken private as a wholly‑owned subsidiary of 365, and holders of the Series A preferred will receive a cash redemption (principal plus accrued dividends) immediately before the Closing. Investors should note the Closing remains subject to other conditions, and if the Closing does not occur the preferred redemption will not take place. The filing also includes standard forward‑looking statements and risk disclosures about timing, approvals, financing and integration.