Company Will Request a Hearing and an Extended Stay

MALVERN, Pa.–(BUSINESS WIRE)–USA Technologies, Inc. (NASDAQ: USAT) (the “Company”), a premier digital
payment, consumer engagement and logistics service provider for the
self-service retail market, today announced that it received a notice
from the Listing Qualifications Department of The Nasdaq Stock Market
LLC ( “Nasdaq”) on February 26, 2019 indicating that the trading of the
Company’s securities will be suspended from The Nasdaq Global Market and
the Company’s securities will be delisted from The Nasdaq Stock Market
at the opening of business on March 7, 2019 unless the Company requests
an appeal by March 5, 2019.

The notice stated that Nasdaq had determined that the Company would not
be in a position to file all required periodic reports with the
Securities and Exchange Commission (the “SEC”) as required by Nasdaq
Listing Rule 5250(c)(1) (the “Rule”) by the March 12, 2019 deadline
previously granted by Nasdaq. As previously announced, at the time of
granting the extended deadline, Nasdaq had advised the Company that a
failure to file the periodic reports by the extended deadline would
result in a notice of delisting of the Company’s securities.

The Company plans to timely submit a request for a hearing before the
Nasdaq Hearings Panel (the “Panel”), which will automatically stay the
suspension of trading in the Company’s securities for 15 calendar days.
In connection with the request for a hearing, the Company also intends
to request that the Panel further stay any suspension of trading,
pending the hearing. The Panel will review the request for an extended
stay and notify the Company of its conclusion by March 20, 2019, with a
potential hearing to occur approximately 30 to 45 calendar days after
the date of the hearing request.

At the hearing, the Panel has the discretion to grant the Company an
extension through September 9, 2019 in order to regain compliance with
the Rule. There can be no assurance that the Panel will extend the stay
of the trading suspension beyond the automatic 15 calendar-day period or
ultimately grant the Company’s request for continued listing on Nasdaq.

Nasdaq indicated in the notice that its determination was based upon the
Company’s oral communication with Nasdaq on February 8, 2019 that the
Company would not be in a position to file the Annual Report on Form
10-K for the fiscal year ended June 30, 2018, the Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2018, or any other
periodic report required to be filed with the SEC by the March 12, 2019
deadline (the “Unfiled Reports”), the resignation of the Company’s
auditor as reported in the Company’s Form 8-K dated February 6, 2019,
the determination of the Company to restate certain of its financial
statements as reported in the Company’s Form 8-K dated February 6, 2019,
and the inability of the Company to timely file with the SEC its
Quarterly Report on Form 10-Q for the fiscal quarter ended December 31,
2019 as reported in the Company’s Form 12b-25 filed with the SEC on
February 11, 2019.

About USA Technologies, Inc.

USA Technologies, Inc. is a premier payment technology service provider
of integrated cashless and mobile transactions in the self-service
retail market. The company also provides a broad line of cashless
acceptance technologies including its NFC-ready ePort® G-series, ePort
Mobile® for customers on the go, ePort® Interactive, and QuickConnect,
an API Web service for developers. Through its acquisition of Cantaloupe
Systems, Inc. (“Cantaloupe”), the company also offers logistics, dynamic
route scheduling, automated pre-kitting, responsive merchandising,
inventory management, warehouse and accounting management solutions.
Cantaloupe is a premier provider of cloud and mobile solutions for
vending, micro markets, and office coffee services.

Forward-looking Statements: “Safe Harbor” Statement under the
Private Securities Litigation Reform Act of 1995: All statements other
than statements of historical fact included in this release are
forward-looking statements. When used in this release, words such as
“anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar
expressions, as they relate to the Company or its management, identify
forward looking statements. Such forward-looking statements are based on
the beliefs of the Company’s management, as well as assumptions made by
and information currently available to the Company’s management. Actual
results could differ materially from those contemplated by the
forward-looking statements as a result of certain factors, including but
not limited to, whether the Panel will extend the stay of the trading
suspension beyond the automatic 15-day period or ultimately grant the
Company’s request for continued listing on Nasdaq; the ability to, as
well as the ability to timely, engage a new independent registered
public accounting firm; the ability to complete the restatement of the
affected financial statements and address any material weaknesses; the
timing of completion of necessary restatements, interim reviews and
audits by the new independent registered public accounting firm; risks
relating to the substantial costs and diversion of personnel’s attention
and resources deployed to address the restatement of the affected
financial statements and internal control matters; the costs and
expenses relating to the Audit Committee’s internal investigation; the
impact of the internal investigation on the Company, its management and
operations; the results of pending and potential additional litigation,
derivative demands, or regulatory action arising from the internal
investigation and its findings, from the failure to timely file the
Unfiled Reports, from the resignation of the Company’ auditor, or from
the restatement of the affected financial statements; the subsequent
discovery of additional adjustments to the Company’s previously issued
financial statements; the ability of the Company to regain and maintain
compliance with Nasdaq’s continued listing requirements; the timing of
the review by, and the conclusions of, the Company’s new independent
auditor regarding the investigation and its impact on the financial
statements; possible default by the Company under its credit facility;
the ability of the Company to remediate any material weaknesses in
internal control over financial reporting; potential reputational damage
that the Company may suffer as a result of the matters under
investigation, the resignation of its auditor or the restatement of the
affected financial statements; the impact of the internal investigation,
the resignation of its auditor, and the restatement of the affected
financial statements on the value of the Company’s common and preferred
stock; the ability of the Company to successfully defend itself, and the
possibility of unfavorable outcomes, in the pending class action and
shareholder demands for derivative action; the impact of the pending
class action and shareholder demands for derivative action on the
Company’s business, reputation, results of operations and financial
condition; and the risk that the filing of the Unfiled Reports or the
restatement of the affected financial statements will take longer than
anticipated. Readers are cautioned not to place undue reliance on these
forward-looking statements. Any forward-looking statement made by us
speaks only as of the date of this release. Unless required by law, the
Company does not undertake to release publicly any revisions to these
forward-looking statements to reflect future events or circumstances or
to reflect the occurrence of unanticipated events.

Contacts

Media:
Joele Frank, Wilkinson Brimmer Katcher
Tim Lynch
/ Meaghan Repko
212-355-4449
or
Investors:
Blueshirt
Group
Monica Gould, +1 212-871-3927
[email protected]