MALVERN, PA — USA Technologies, Inc. (NASDAQ: USAT), a software and payments company that provides end-to-end technology solutions for the unattended retail market, recently announced that it has agreed to sell 5,730,000 shares of its common stock to certain institutional investors in a private placement.
The Company anticipates aggregate gross proceeds from the offering will be approximately $55 million, before deducting fees to the placement agents and other estimated offering expenses payable by the Company, based on the offering price of $9.60 per share, representing an approximately 10% discount to the 5-day volume-weighted average share price. The closing is anticipated to occur on March 1, 2021, subject to customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes.
J.P. Morgan acted as lead placement agent and Craig-Hallum Capital Group and Northland Capital Markets acted as joint placement agents in connection with the private placement.
The securities are being sold in a private placement, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has agreed to file a resale registration statement with the Securities and Exchange Commission (the “SEC”), for purposes of registering the resale of the shares of common stock issued or issuable in connection with the offering.
The Company’s announcement does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be by means of a prospectus.
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