Powerfleet, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Purchases of Equity Securities by the Issuer The following table provides information regarding our shares withheld activity for each month of the quarterly period ended March 31, 2022 (in thousands). These shares were withheld to satisfy minimum tax withholding obligations in connection with the vesting of restricted stock. Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs January 1, 2022 - January 31, 2022 21,000 (1) $ 4.75 $ - $ - February 1, 2022 - February 28, 2022 23,000 (1) $ 3.66 $ - $ - March 1, 2022 - March 31, 2022 - $ - $ - $ - Total 44,000 $ 4.17 $ - $ - (1) Represents shares of common stock withheld to satisfy minimum tax withholding obligations in connection with the vesting of restricted stock. 33 Item 6. Exhibits The following exhibits are filed with this Quarterly Report on Form 10-Q: Exhibits: Exhibit Number Description 10.1 Employment Offer Letter, dated January 5, 2022, between PowerFleet, Inc. and Steve Towe (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on January 5, 2022).+ 10.2 Severance Agreement, dated January 5, 2022, between PowerFleet, Inc. and Steve Towe (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on January 5, 2022).+ 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. §1305 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of December 31, 2021 and March 31, 2022; (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2022; (iii) Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2021 and 2022; (iv) Condensed Consolidated Statement of Changes in Stockholders’ Equity for the periods January 1, 2021 through March 31, 2021 and January 1, 2022 through March 31, 2022; (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2022; and (vi) Notes to Unaudited Condensed Consolidated Financial Statements. 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL (included as Exhibit 101). * Furnished herewith. + Management contract or compensatory plan or arrangement. 34 Signatures 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 thereunto duly authorized. POWERFLEET, INC. Date: May 10, 2022 By: /s/ Steve Towe Steve Towe Chief Executive Officer (Principal Executive Officer) Date: May 10, 2022 By: /s/ Ned Mavrommatis Ned Mavrommatis Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 35