Item 2. Unregistered Sales of Equity Securities
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 September 30,
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
July 1, 2022 - July 31, 2022
-
$ -
$ -
$ -
August 1, 2022 - August 31, 2022
2,000 (1)
$ 3.35
$ -
$ -
September 1, 2022 - September 30, 2022
$ -
$ -
$ -
Total
2,000
$ 3.35
$ -
$ -
(1)
Represents
shares of common stock withheld to satisfy minimum tax withholding obligations in connection with the vesting of restricted stock.
36
Item
6. Exhibits
The
following exhibits are filed with this Quarterly Report on Form 10-Q:
Exhibits:
Exhibit
Number
Description
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. § 1350 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 September 30, 2022, formatted
in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of December 31, 2021 and September 30, 2022; (ii) Condensed Consolidated
Statements of Operations for the three and nine months ended September 30, 2021 and 2022; (iii) Condensed Consolidated Statements
of Comprehensive Loss for the three and nine months ended September 30, 2021 and 2022; (iv) Condensed Consolidated Statement of Changes
in Stockholders’ Equity for the periods January 1, 2021 through September 30, 2021 and January 1, 2022 through September 30,
2022; (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 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 September 30, 2022, formatted in Inline XBRL
(included as Exhibit 101).
*
Furnished herewith.
37
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:
November 9, 2022
By:
/s/
Steve Towe
Steve
Towe
Chief
Executive Officer
(Principal
Executive Officer)
Date:
November 9, 2022
By:
/s/
Joaquin Fong
Joaquin
Fong
Global Controller
( Principal
Financial and Accounting Officer )
38
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.