to a Stock Purchase Agreement dated October 9, 2019 (the “Stock Purchase Agreement”) between the Company and Antara Capital Master Fund LP (“Antara”), on October 9, 2019 (the “Closing Date”), the Company sold to Antara 3,800,000 shares of the Company’s common stock (the “Shares”) at a price of $5.25 per share for a total of $19,950,000. Antara has agreed not to dispose of the Shares for a period of 90 days from the Closing Date. The net proceeds from the transaction will be used for working capital and general corporate purposes. In connection with the private placement, William Blair & Company, L.L.C. (“Blair”) acted as exclusive placement agent for the Company and received a cash placement fee of $1,197,000.

to the Stock Purchase Agreement, the Company and Antara entered into a Registration Rights Agreement dated October 9, 2019 (the \”Registration Rights Agreement\”), to which the Company has agreed, at its expense, to file a registration statement under the Securities Act of 1933, as amended (the \”Act\”), with the Securities and Exchange Commission (the \”SEC\”) covering the resale of the Shares by Antara (the \”Registration Statement\”). The Company will be required to pay certain negotiated cash payments to Antara in the event that the Registration Statement is not filed within 30 days of the Closing Date or if the Registration Statement is not declared effective within three months of the Closing Date, subject to the terms of the Registration Rights Agreement.

On October 9, 2019, the Company also entered into a Debt Commitment Letter (the “Debt Commitment Letter”) with Antara, to which Antara has committed to extend to the Company a $30 million senior secured term loan facility (“Term Facility”). The Term Facility is subject to various closing conditions, including the execution and delivery of definitive loan documentation by the Company and Antara on or before October 31, 2019. to the Debt Commitment Letter, the Company will draw $15 million of the Term Facility concurrently with the execution of the definitive loan documentation, and subject to the terms of the definitive loan documentation, will draw the remaining $15 million during the period commencing on the nine-month anniversary and terminating on the eighteen-month anniversary of the execution of the definitive loan documentation. The outstanding amount of the draws under the Term Facility will bear interest at 9.75% per annum, payable monthly in arrears. Upon the execution of the Debt Commitment Letter, the Company paid to Antara a non-refundable commitment fee of $1,200,000. Blair acted as exclusive placement agent for the Company and received a cash placement fee of $750,000.

The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.

Antara qualifies as an accredited investor as such term is defined in Rule 501 under the Act. The offer and sale of the Shares by the Company to Antara are exempt from the registration requirements of the Act to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.

The description of the Stock Purchase Agreement, the Registration Rights Agreement and the Debt Commitment Letter in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, the Registration Rights Agreement, and the Debt Commitment Letter, which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report and are incorporated herein by reference.

On October 9, 2019, the Company issued a press release announcing the closing under the Stock Purchase Agreement and the execution of the Debt Commitment Letter. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 8.01 in this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Act or the Securities Exchange Act of 1934, as amended.

USA TECHNOLOGIES INC Exhibit
EX-10.1 2 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 STOCK PURCHASE AGREEMENT   by and between   USA TECHNOLOGIES,…
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About USA TECHNOLOGIES, INC. (NASDAQ:USAT)

USA Technologies, Inc. provides technology-enabled solutions and value-added services that facilitate electronic payment transactions within the unattended point of sale (POS) market. The Company is a provider in the small ticket, beverage and food vending industry and is also engaged in offering solutions and services to other unattended market segments, such as amusement, commercial laundry, kiosk and others. It has designed and marketed systems and solutions that facilitate electronic payment options, as well as telemetry and machine-to-machine (M2M) services, which include the ability to remotely monitor, control and report on the results of distributed assets containing its electronic payment solutions. The Company derives its revenues from license and transaction fees resulting from connections to, as well as services provided by, its ePort Connect service.