Cantaloupe (CTLP)

Risks

• We have a history of losses since inception and if we continue to incur losses, the price of our shares can be expected to fall.
• If we are not able to implement successful enhancements and new features for our products and services, our business could be materially and adversely affected.
• Substantially all of the network service contracts with our customers are terminable for any or no reason upon thirty to sixty days’ advance notice.
• We may not successfully implement our go-to-market strategy which may adversely affect growth and profitability.
• Our ability to commercially manage the transition from the 3G network could lead to competitive disadvantage in the marketplace.
• The loss of one or more of our key customers could significantly reduce our revenues, results of operations, and increase net losses.
• Increases in card association and debit network interchange fees could increase our operating costs or otherwise adversely affect our operations.
• We depend on our key personnel and, if they leave us, or if we are unable to attract highly skilled personnel, our business could be adversely affected.
• Disruptions to our systems, breaches in the security of transactions involving our products or services, or failure of our processing systems could adversely affect our reputation, business and results of operations.
• The termination of our relationships with certain third-party suppliers upon whom we rely for services that are critical to our products could adversely affect our business and delay achievement of our business plan.
• We rely on other card payment processors, and if they fail or no longer agree to provide their services or we fail to operate in compliance with the requirements of those relationships, our customer relationships could be adversely affected, and we could lose business.
• Disruptions at other participants in the financial system could prevent us from delivering our cashless payment services.
• Any increase in chargebacks not paid by our customers may adversely affect our results of operations, financial condition and cash flows.
• Our dependence on proprietary technology and limited ability to protect our intellectual property may adversely affect our ability to compete.
• We may require additional financing or find it necessary to raise capital to sustain our operations and without it we may not be able to achieve our business plan.
• Failure to comply with any of the financial covenants under the Company’s credit agreement could result in an event of default which may accelerate our outstanding indebtedness or other obligations and have a material adverse impact on our business, liquidity position and financial position.
• We are subject to laws and regulations that affect the products, services and markets in which we operate. Failure by us to comply with these laws or regulations would have an adverse effect on our business, financial condition, or results of operations.
• The accounting review of our previously issued financial statements and the audits of prior fiscal years have been time-consuming and expensive, has resulted in claims and lawsuits , and may result in additional expense and/or litigation.
• Matters relating to or arising from the restatement and the 2019 Investigation, including adverse publicity and potential concerns from our customers could continue to have an adverse effect on our business and financial condition.
• Matters relating to recent U.S. Department of Justice (“DOJ”) inquiries, initially received in the third quarter of fiscal year 2020 may require significant time and attention, result in substantial expenses and lead to adverse publicity.
• We and certain of our former officers and directors could be subject to future claims and lawsuits, which could require significant additional management time and attention, result in significant additional legal expenses or result in government enforcement actions.
• Failure to maintain effective systems of internal control over financial reporting and disclosure controls and procedures could cause a loss of confidence in our financial reporting and adversely affect the trading price of our common stock.
• Director and officer liability is limited and shareholders may have limited rights to recover against directors for breach of fiduciary duty.
• An active trading market for our common stock may not be maintained.
• There is a risk that we may be dropped from inclusion in the Russell 2000® Index which could result in a decline in the price of our stock.
• Upon certain fundamental transactions involving the Company, such as a merger or sale of substantially all of our assets, we may be required to distribute the liquidation preference then due to the holders of our Series A Preferred Stock which would reduce the amount of the distributions otherwise to be made to the holders of our common stock in connection with such transactions.