Powerfleet, Inc. 10-Q

Item 2. 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. 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, 2023 (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, 2023 - January 31, 2023 3 (1) $ 2.74 $ - $ - February 1, 2023 - February 28, 2023 6 (1) $ 2.75 $ - $ - March 1, 2023 - March 31, 2023 7 (1) $ 2.80 $ - $ - Total 16 $ 2.77 $ - $ - (1) Represents shares of common stock withheld to satisfy minimum tax withholding obligations in connection with the vesting of restricted stock. 38 Item 6. Exhibits The following exhibits are filed with this Quarterly Report on Form 10-Q: Exhibits: Exhibit Number Description 10.1 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).† 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 March 31, 2023, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of December 31, 2022 and March 31, 2023; (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 31, 2023; (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. 104 The 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. 39 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, 2023 By: /s/ Steve Towe Steve Towe Chief Executive Officer (Principal Executive Officer) Date: May 10, 2023 By: /s/ David Wilson David Wilson Chief Financial Officer (Principal Financial and Accounting Officer) 40