What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2023-08-10 compared with 2023-05-10 · 26 added, 32 removed, 17 unchanged (77% 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 March 31, 2023

following table provides information regarding our shares withheld activity for each month of the quarterly period ended June 30, 2023

(in thousands).

2 unchanged sentences

of Shares that

January 1, 2023 - January 31, 2023

February 1, 2023 - February 28, 2023

March 1, 2023 - March 31, 2023

April 1, 2023 - April 30, 2023

May 1, 2023 - May 31, 2023

June 1, 2023 - June 30, 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 March 31, 2023, formatted

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 June 30, 2023, 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

(i) Condensed Consolidated Balance Sheets as of December 31, 2022 and June 30, 2023;

(ii) Condensed Consolidated Statements

of Operations for the three and six months ended June 30, 2022 and 2023;

(iii) Condensed Consolidated Statements of Comprehensive Loss

for the three and six months ended June 30, 2022 and 2023;

(iv) Condensed Consolidated Statement of Changes in Stockholders’ Equity

for the periods January 1, 2022 through June 30, 2022 and January 1, 2023 through June 30, 2023;

(v) Condensed Consolidated Statements

of Cash Flows for the six months ended June 30, 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 June 30, 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.

August 10, 2023

Executive Officer

Executive Officer)

August 10, 2023

Financial Officer

1 unchanged sentence

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