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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 15, 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously announced, on August 8, 2024, Powerfleet, Inc. (the “Company”) received written notice (the “Initial Nasdaq
Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that it did not timely file its Transition Report on Form 10-KT for the transition period ended March 31, 2024 (the “Form
10-KT”), as required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5250(c)(1).
On
August 15, 2024, the Company received written notice (the “Second Nasdaq Notification Letter” and, together with the Initial
Nasdaq Notification Letter, the “Nasdaq Notification Letters”) from the Listing Qualifications Department of Nasdaq notifying
the Company that it did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Form 10-Q”),
as required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5250(c)(1). Under Nasdaq rules, the Company
has 60 calendar days from the date of the Initial Nasdaq Notification Letter, or October 7, 2024, to submit to Nasdaq a plan to regain
compliance with Nasdaq Listing Rule 5250(c)(1).
As
previously announced by the Company in a press release dated August 5, 2024, the delay in the filing of the Form 10-KT and Form 10-Q
follows the Company’s receipt of a comment letter from the Securities and Exchange Commission (the “SEC”) regarding
the Company’s determination of the accounting acquirer in the recent business combination with MiX Telematics Limited (“MiX
Telematics”). The Company is actively collaborating with its auditors and legal advisors to address the SEC’s comment and
targets to resolve this matter within the month of August. The Company expects to file the Form 10-KT and Form 10-Q promptly following
resolution of the SEC’s comment to regain compliance with Nasdaq Listing Rule 5250(c)(1).
The
Company’s common stock will continue to be listed and traded on The Nasdaq Global Market during the 60-day grace period, subject
to its compliance with the other continued listing requirements of The Nasdaq Global Market.
Item
4.01. Changes in Registrant’s Certifying Accountant.
As
previously announced, on July 19, 2024, the Company appointed Deloitte & Touche, the incumbent auditor of MiX Telematics, the Company’s
wholly owned subsidiary, as its independent registered public accounting firm for the fiscal year ending March 31, 2025. The appointment
was subject to satisfactory completion of Deloitte & Touche’s client acceptance procedures, which were in the process of being
completed at the time of such announcement. As of August 16, 2024, Deloitte & Touche’s client acceptance procedures have been
completed.
Item
8.01. Other Events.
On
August 16, 2024, the Company issued a press release addressing the Nasdaq Notification Letters. 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 16, 2024
Exhibit
99.1
Powerfleet
Announces Receipt of Expected Delinquency Notification Letters from Nasdaq Relating to Non-Compliance with Nasdaq Listing Rule 5250(c)(1)
Submitted
response to previously announced SEC comment letter involving non-cash accounting issue; targeting to resolve matter within the
month of August
WOODCLIFF
LAKE, N.J., August 16, 2024 - Powerfleet, Inc. (Nasdaq: AIOT) today announced that on August 8 and August 15, 2024, the Company
received, as expected, written notices from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”),
notifying the Company that it did not timely 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”),
as required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5250(c)(1).
Under
Nasdaq rules, the Company has 60 calendar days from the date of Nasdaq’s initial written notice, or October 7, 2024, to submit
to Nasdaq a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1).
As
previously announced, the delay in the filing of the Form 10-KT and Form 10-Q follows the Company’s receipt of a comment letter
from the Securities and Exchange Commission (the “SEC”) regarding the Company’s determination of the accounting acquirer
in the recent business combination with MiX Telematics Limited, an issue that is not expected to have any impact on the Company’s
operating performance or cash flows. The Company is actively collaborating with its auditors and legal advisors to address the SEC’s
comment and has submitted its response to the SEC’s comment. The Company targets to resolve this matter
within the month of August. The Company expects to file the Form 10-KT and Form 10-Q promptly following resolution of the SEC’s
comment to regain compliance with Nasdaq Listing Rule 5250(c)(1).
The
Company’s common stock will continue to be listed and traded on The Nasdaq Global Market during the 60-day grace period, subject
to its compliance with the other continued listing requirements of The Nasdaq Global Market.
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
(610) 401-1999
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PowerFleet (NASDAQ:AIOT)
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