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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August
19, 2024
POWERFLEET,
INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-39080 |
|
83-4366463 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
123
Tice Boulevard, Woodcliff
Lake, New
Jersey |
|
07677 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (201)
996-9000
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.01 per share |
|
AIOT |
|
The
Nasdaq Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01. Other Events.
On
August 19, 2024, Powerfleet, Inc. (the “Company”) issued a press release announcing the successful resolution of the previously
announced comment letter it received from the Securities and Exchange Commission (the “SEC”) relating to the Company’s
determination of the accounting acquirer in the recent business combination with MiX Telematics Limited. The Company also announced that
it expects to file its transition report on Form 10-KT for the transition period ended March 31, 2024 and its quarterly report on Form
10-Q for the quarter ended June 30, 2024 on or before August 23, 2024. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
Forward-Looking
Statements
Certain
statements made in this report constitute forward-looking statements within the meaning of the federal securities laws. All statements
contained in this report that do not relate to matters of historical fact should be considered forward-looking statements. For example,
forward-looking statements include, without limitation, statements regarding the Company’s anticipated filing of the Form 10-KT
and Form 10-Q. These forward-looking statements are based on management’s current expectations. These statements are neither promises
nor guarantees and are subject to risks described from time to time in the Company’s periodic filings with the SEC. The forward-looking
statements included in this report are made only as of the date of this report, and, unless otherwise required by applicable law, the
Company assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation to do so, whether as a
result of new information, future events or otherwise.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
POWERFLEET,
INC. |
|
|
|
|
By: |
/s/
David Wilson |
|
Name: |
David
Wilson |
|
Title: |
Chief
Financial Officer |
Date:
August 19, 2024
Exhibit
99.1
Powerfleet
Announces Successful Resolution of SEC Comment Letter Involving Non-Cash Accounting Issue
Sets
First Quarter Fiscal 2025 Conference Call for Thursday, August 22, 2024, at 8:30 a.m. ET
Expects
to File Transition Report on Form 10-KT for the transition period ended March 31, 2024 and Quarterly Report on Form 10-Q for the quarter
ended June 30, 2024 on or before August 23rd
WOODCLIFF
LAKE, N.J., August 19, 2024 - Powerfleet, Inc. (Nasdaq: AIOT) today announced that, on August 16, 2024, it received a letter from
the U.S. Securities and Exchange Commission (SEC) indicating that the SEC has completed its review regarding Powerfleet’s determination
that it is the accounting acquirer in the recent business combination with MiX Telematics Ltd.
This
now allows Powerfleet to file its Transition Report on Form 10-KT for the transition period ended March 31, 2024 (the “Form 10-KT”)
and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Form 10-Q”), which the Company expects to
complete on or before August 23, 2024.
As
a result, Powerfleet will report results for its first fiscal quarter ended June 30, 2024, which is the first fiscal quarter for the
combined company following Powerfleet’s combination with Mix Telematics Ltd, on Thursday, August 22, 2024 and hold a conference
call at 8:30 am ET that day.
First
Quarter Fiscal 2025 Conference Call Details
Powerfleet
will hold a conference call on Thursday, August 22, 2024, at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss results for the
quarter ended June 30, 2024. Financial results will be issued in a press release prior to the call.
Management
will make prepared remarks followed by a question-and-answer session.
Date:
Tuesday, August 22, 2024
Time:
8:30 a.m. Eastern time (5:30 a.m. Pacific time)
Toll
Free: 888-506-0062
International:
973-528-0011
Participant
Access Code: 263975
The
conference call will be broadcast simultaneously and available for replay here and via the investor section of the company’s
website at ir.powerfleet.com.
ABOUT
POWERFLEET
Powerfleet
(Nasdaq: AIOT; JSE: PWR; TASE: PWFL) is a global leader in the artificial intelligence of things (AIoT) software-as-a-service (SaaS)
mobile asset industry. With more than 30 years of experience, Powerfleet unifies business operations through the ingestion, harmonization,
and integration of data, irrespective of source, and delivers actionable insights to help companies save lives, time, and money. Powerfleet’s
ethos transcends our data ecosystem and commitment to innovation; our people-centric approach empowers our customers to realize impactful
and sustained business improvement. The company is headquartered in New Jersey, United States, with offices around the globe. Explore
more at www.powerfleet.com.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
press release contains forward-looking statements within the meaning of federal securities laws. All statements contained in this press
release that do not relate to matters of historical fact should be considered forward-looking statements. For example, forward-looking
statements include, without limitation, statements regarding the Company’s anticipated filing of the Form 10-KT and Form 10-Q.
These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees
and are subject to risks described in the Company’s filings with the SEC, including but not limited to those described under the
heading “Risk Factors” in its annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings made with
the SEC from time to time, which are available via the SEC’s website at http://www.sec.gov. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated
or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. The forward-looking
statements included in this press release are made only as of the date of this press release, and, unless otherwise required by applicable
law, the Company assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation to do so, whether
as a result of new information, future events or otherwise.
Powerfleet
Investor Contacts
Carolyn
Capaccio and Jody Burfening
LHA
Investor Relations
AIOTIRTeam@lhai.com
Powerfleet
Media Contact
Andrea
Hayton
ahayton@powerfleet.com
+1
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