What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-16 · 154 added, 111 removed, 169 unchanged (61% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act are controls and other

procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the

Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal

executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed

and operated, can provide only reasonable assurance of achieving the desired control objectives.

Due to the inherent limitations of control

systems, not all misstatements may be detected.

These inherent limitations include the realities that judgments in decision-making can

be faulty and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual

acts of some persons, by collusion of two or more people, or by management override of the control.

Controls and procedures can only

provide reasonable, not absolute, assurance that the above objectives have been met.

As of December 31, 2021,

we carried out an evaluation, with the participation of our management, including our principal executive officer and our principal financial

officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Based on that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls

and procedures were not effective, as of December 31, 2021.

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act are controls and other procedures that are

designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that

we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal

financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure

controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide

only reasonable assurance of achieving the desired control objectives.

Due to the inherent limitations of control systems, not all misstatements

may be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns

can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by

collusion of two or more people, or by management override of the control.

Controls and procedures can only provide reasonable, not absolute,

assurance that the above objectives have been met.

of December 31, 2022, we carried out an evaluation, with the participation of our management, including our principal executive officer

and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Exchange Act).

Based on that evaluation, our principal executive officer and our principal financial officer concluded

that our disclosure controls and procedures were not effective, as of December 31, 2022.

Report on Internal Control Over Financial Reporting

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Based on our evaluation under this framework, our management

concluded that our internal control over financial reporting was not effective as of December 31, 2021 due to a material weakness

in our internal control over financial reporting described below.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

Management has concluded that a material weakness existed as of December 31, 2021, with respect to its

Israel component:

were not designed, documented, and maintained to ensure accurate reporting of results in Israel including (i) insufficient design

and operating effectiveness of management review controls including the appropriate level of precision required to mitigate the potential

for a material misstatement, (ii) insufficient documentation evidencing management’s review to support the financial statement

close process and (iii) inadequate verification for completeness and accuracy of key reports.

material weakness did not result in any restatements of consolidated financial statements previously reported by us, there were no changes

concluded that our internal control over financial reporting was not effective as of December 31, 2022 due to material weaknesses in

our internal control over financial reporting described below.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be

prevented or detected on a timely basis.

Management has concluded that material weaknesses existed as of December 31, 2022 with

respect to the following:

were not designed or operating effectively to ensure that the standalone selling prices (SSP), used to determine the appropriate allocation

of revenue in multiple element arrangements, was appropriate.

Determining SSP involves management judgment, considering among other factors

the adjusted market assessment or the expected cost-plus margin, and management did not review timely the analysis of SSP or the underlying

data supporting the analysis.

were not designed or operating effectively to ensure that the costs capitalized for internal use software were appropriate.

Specifically,

these controls did not provide for adequate review or documentation of the amounts capitalized and the related phase of the project.

Furthermore, controls were not designed or operating effectively to ensure that the costs for software to be sold, leased or marketed

were appropriate.

Specifically, these controls did not provide for adequate review or documentation of the amounts capitalized and

when projects met technological feasibility.

over the financial statement close process were not designed or operating effectively to ensure the appropriate level of management

review, including the appropriate level of precision, adequate evidence of management’s review, and the completeness and accuracy

of key reports.

material weaknesses did not result in any restatements of consolidated financial statements previously reported by us, there were no changes

in previously released financial results and management concluded that the consolidated financial statements included in this report

1 unchanged sentence

conformity with accounting principles generally accepted in the United States.

have begun to develop remediation plans for the material weakness as described below:

external resources to support its efforts to rework certain control gaps across the various processes in Israel with identified deficiencies

enhanced documentation associated with management review controls and validation of the completeness and accuracy of key reports

of relevant personnel reinforcing existing policies and enhanced policies with regards to the appropriate steps and procedures required

to be performed related to the execution and documentation of internal controls

have begun to develop remediation plans for the material weaknesses as described below:

Implementing of a new enterprise resource planning (ERP) system

external resources to support its efforts to rework certain control gaps across the various processes in Israel and the U.S.

identified deficiencies

enhanced documentation associated with management review controls and validation of the completeness and accuracy of key reports in

Israel and the U.S.

Training of relevant personnel

reinforcing existing policies and enhanced policies with regards to the appropriate steps and procedures required to be performed

related to the execution and documentation of internal controls

independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form

2 unchanged sentences

in Internal Control over Financial Reporting

was no change in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act)

during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control

was no change in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during

the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control

over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

3 unchanged sentences

information shall not be incorporated herein:

the information that is responsive to the information required with respect to this Item 10 is provided by means of an amendment

to this Annual Report on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

such proxy statement is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal

year, in which case the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with

the SEC within such 120-day period.

if the information that

is responsive to the information required with respect to this Item 10 is provided by means of an amendment to this Annual Report

on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

if such proxy statement

is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case

the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC within such

120-day period.

Executive Compensation.

3 unchanged sentences

information shall not be incorporated herein:

the information that is responsive to the information required with respect to this Item 11 is provided by means of an amendment

to this Annual Report on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

such proxy statement is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal

year, in which case the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with

if the information that

is responsive to the information required with respect to this Item 11 is provided by means of an amendment to this Annual Report

on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

if such proxy statement

is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case

the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

3 unchanged sentences

information shall not be incorporated herein:

the information that is responsive to the information required with respect to this Item 12 is provided by means of an amendment

to this Annual Report on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

such proxy statement is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal

year, in which case the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with

the SEC within such 120-day period.

if the information that

is responsive to the information required with respect to this Item 12 is provided by means of an amendment to this Annual Report

on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

if such proxy statement

is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case

the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC within such

120-day period.

Authorized for Issuance Under Equity Compensation Plans .

6 unchanged sentences

Equity compensation plans approved by security holders (1)

plans consist of the PowerFleet, Inc.

2018 Incentive Plan, the 2015 Equity Compensation Plan, the 2009 Non-Employee Director Equity

Compensation Plan which were our only equity compensation plans under which awards were outstanding as of December 31, 2021.

These plans consist of

the PowerFleet, Inc.

2018 Incentive Plan, the 2015 Equity Compensation Plan, the 2009 Non-Employee Director Equity Compensation Plan

which were our only equity compensation plans under which awards were outstanding as of December 31, 2022.

Certain Relationships and Related Transactions, and Director Independence.

3 unchanged sentences

information shall not be incorporated herein:

the information that is responsive to the information required with respect to this Item 13 is provided by means of an amendment

to this Annual Report on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

such proxy statement is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal

year, in which case the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with

the SEC within such 120-day period.

if the information that

is responsive to the information required with respect to this Item 13 is provided by means of an amendment to this Annual Report

on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

if such proxy statement

is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case

the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC within such

120-day period.

Principal Accounting Fees and Services.

3 unchanged sentences

information shall not be incorporated herein:

the information that is responsive to the information required with respect to this Item 14 is provided by means of an amendment

to this Annual Report on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

such proxy statement is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal

year, in which case the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with

the SEC within such 120-day period.

if the information that

is responsive to the information required with respect to this Item 14 is provided by means of an amendment to this Annual Report

on Form 10-K filed with the SEC prior to the filing of such definitive proxy statement;

if such proxy statement

is not filed with the SEC within 120 days after the end of the Company’s most recently completed fiscal year, in which case

the Company will provide such information by means of an amendment to this Annual Report on Form 10-K filed with the SEC within such

120-day period.

Exhibits, Financial Statement Schedules.

65 unchanged sentences

for the fiscal year ended December 31, 2019 filed with the SEC on April 8, 2020).

Systems, Inc.

2007 Equity Compensation Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of I.D.

Systems, Inc., filed with the SEC on November 21, 2012).*

2009 Non-Employee Director Equity Compensation Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of I.D.

10 unchanged sentences

2018 Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on July 21, 2021).*

Severance Agreement, dated September 11, 2009, by and between PowerFleet, Inc.

and Ned Mavrommatis (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of I.D.

Systems, Inc.

for the fiscal quarter ended September 30, 2009, filed with the SEC on November 6, 2009)

Amendment to Severance Agreement, dated May 28, 2020, between PowerFleet, Inc.

and Ned Mavrommatis (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on June 1, 2020).

Employment Offer Letter, dated December 6, 2016, between PowerFleet, Inc.

Wolfe (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of I.D.

Systems, Inc., filed with the SEC on December 8, 2016).*

Severance Agreement, dated August 20, 2018, between I.D.

Systems, Inc.

and Chris Wolfe (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of I.D.

Systems, Inc., filed with the SEC on August 21, 2018).*

Amendment to Severance Agreement, dated May 28, 2020, between PowerFleet, Inc.

and Chris Wolfe (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on June 1, 2020).

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).*

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).*

Form of Stock Option Inducement Award Agreement (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of PowerFleet, Inc., filed with the SEC on March 16, 2022).*

Personal Employment Agreement, dated September 28, 2022, between Powerfleet Israel Ltd.

and Offer Lehmann (English translation) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on November 8, 2022).*

Offer Letter, dated December 31, 2022, between PowerFleet, Inc.

and David Wilson (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on January 4, 2023).*

Offer Letter, dated February 11, 2022, between PowerFleet, Inc.

and Patrick Maley (filed herewith).*

Offer Letter, dated February 8, 2022, between PowerFleet, Inc.

and James Zeitunian (filed herewith).*

Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to Amendment No.

2 to the Registration Statement on Form S-4 of PowerFleet, Inc., filed with the SEC on July 23, 2019).*

Termination of Employment by Mutual Consent Agreement, dated December 11, 2019, by and among David Mahlab, Pointer Telocation Ltd.

and PowerFleet, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on December 12, 2019).*

Registration Rights Agreement, dated as of October 3, 2019, by and among PowerFleet, Inc., ABRY Senior Equity V, L.P.

12 unchanged sentences

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on August 25, 2021).

Equity Distribution Agreement, dated May 14, 2020, by and between PowerFleet, Inc.

and Canaccord Genuity LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on May 14, 2020).

Amendment No.

3, effective as of October 31, 2022, to the Credit Agreement, dated August 2019, 2019, by and among Powerfleet Israel Ltd., Pointer Telocation Ltd.

and Bank Hapoalim B.M.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on November 3, 2022).

List of Subsidiaries (filed herewith).

Consent of Ernst & Young LLP (filed herewith).

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification

of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification

of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of

2002 (filed herewith).

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of

2002 (filed herewith).

Instance Document.

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Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (embedded within the Inline XBRL document)

have omitted certain schedules and exhibits to this agreement in accordance with Item 601(b)(2) of Regulation S-K, and we will supplementally

furnish a copy of any omitted schedule and/or exhibit to the Securities and Exchange Commission upon request.

contract or compensatory plan or arrangement.

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

We have omitted certain

schedules and exhibits to this agreement in accordance with Item 601(b)(2) of Regulation S-K, and we will supplementally furnish

a copy of any omitted schedule and/or exhibit to the Securities and Exchange Commission upon request.

Management contract or

compensatory plan or arrangement.

The exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference.

4 unchanged sentences

March 31, 2023

Executive Officer

Executive Officer)

Ned Mavrommatis

Financial Officer

Financial and Accounting Officer)

POWERFLEET, INC.

Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the registrant

1 unchanged sentence

Executive Officer

Executive Officer)

Ned Mavrommatis

March 31, 2023

(Principal Executive

Financial Officer

Financial and Accounting Officer)

March 31, 2023

(Principal Financial

and Accounting Officer)

March 31, 2023

Michael Brodsky

March 31, 2023

Michael Brodsky

Michael Casey

March 31, 2023

Michael Casey

Charles Frumberg

March 31, 2023

Charles Frumberg

Elchanan Maoz

March 31, 2023

Elchanan Maoz

Medhini Srinivasan

March 31, 2023

Medhini Srinivasan

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures