Item 8.01. Other Events

As previously disclosed, on July 13, 2009, USA Technologies, Inc. ("USAT") commenced a transferable subscription rights offering pursuant to a Registration Statement on Form S-1 (No. 333-159467). Pursuant to the rights offering, USAT distributed, at no charge to the holders of its common stock as of 5:00 p.m., New York City time, on July 10, 2009, and at no charge to two of its warrant holders who were entitled to participate in the rights offering pursuant to the terms of the warrants held by such warrant holders, transferable subscription rights to subscribe for shares of common stock and attached warrants to purchase additional shares of common stock. The subscription rights offering will expire at 5:00 p.m., New York City time, on July 31, 2009, which date may be extended for up to an additional 30 trading days in USAT's sole discretion.

On July 17, 2009, USAT reduced the subscription exercise price of the rights from $2.50 to $2.00 per right. As a result of this reduction, the exercise price of the warrants which will be issued in connection with the exercise of the subscription rights has also been reduced from $2.75 to $2.20 per share of common stock.

The maximum amount of subscription proceeds to be raised by USAT in connection with the subscription rights offering will remain $15,000,000, and the maximum number of shares of common stock issuable upon exercise of the subscription rights will now be 7,500,000 shares and warrants to purchase up to 7,500,000 shares of common stock.

Holders of the transferable subscription rights who have exercised their subscription rights at $2.50 per right will be considered to have exercised their subscription rights at $2.00 per right and will receive an appropriate refund, without interest, as soon as practicable after the subscription rights offering has expired.