What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2023-05-10 compared with 2022-11-09 · 33 added, 23 removed, 16 unchanged (78% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity

Securities by the Issuer

On March 31, 2023, Powerfleet issued to Swiss Re a ten-year warrant to

purchase 800,000 shares of its common stock at an exercise price of $7.00 per share in connection with Powerfleet’s acquisition

of Movingdots.

The shares of common stock underlying the warrant were not registered under the Securities Act in reliance upon the exemption

from registration provided by Section 4(a)(2) thereof and Regulation D promulgated thereunder, which exempts transactions by an issuer

not involving any public offering.

of Equity Securities by the Issuer

following table provides information regarding our shares withheld activity for each month of the quarterly period ended September 30,

following table provides information regarding our shares withheld activity for each month of the quarterly period ended March 31, 2023

(in thousands).

These shares were withheld to satisfy minimum tax withholding obligations in connection with the vesting of restricted

July 1, 2022 - July 31, 2022

August 1, 2022 - August 31, 2022

September 1, 2022 - September 30, 2022

Average Price

of Shares that

January 1, 2023 - January 31, 2023

February 1, 2023 - February 28, 2023

March 1, 2023 - March 31, 2023

shares of common stock withheld to satisfy minimum tax withholding obligations in connection with the vesting of restricted stock.

following exhibits are filed with this Quarterly Report on Form 10-Q:

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).†

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

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.*

following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted

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.*

following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, 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,

(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.

cover page 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, 2022 and March

(ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2023;

(iii) Condensed

Consolidated Statements of Comprehensive Income ( Loss) for the three months ended March 31, 2022 and 2023;

(iv) Condensed Consolidated Statement

of Changes in Stockholders’ Equity for the periods January 1, 2022 through March 31, 2022 and January 1, 2023 through March

(v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2023;

and (vi) Notes

to Unaudited Condensed Consolidated Financial Statements.

cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL

(included as Exhibit 101).

Furnished herewith.

† Management contract or compensatory

plan or arrangement.

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.

November 9, 2022

Executive Officer

Executive Officer)

November 9, 2022

Global Controller

Financial Officer

Financial and Accounting Officer)

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-Q

Item 2. Unregistered Sales of Equity Securities