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, 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
July 1, 2023 - July 31, 2023
30 (1)
$ 2.74
$ -
$ -
August 1, 2023 - August 31, 2023
1 (1)
$ 2.30
$ -
$ -
September 1, 2023 - September 30, 2023
1 (1)
$ 2.34
$ -
$ -
Total
32
$ 2.71
$ -
$ -
(1)
Represents
shares of common stock withheld to satisfy minimum tax withholding obligations in connection with the vesting of restricted stock.
41
Item
6. Exhibits
The
following exhibits are filed with this Quarterly Report on Form 10-Q:
Exhibits:
Exhibit
Number
Description
10.1
PowerFleet, Inc. 2018 Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc. filed with the SEC on July 26, 2023).
10.2
Amendment to Severance Agreement, dated September 11, 2023, 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 September 15, 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 September 30, 2023, formatted
in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of December 31, 2022 and September 30, 2023; (ii) Condensed Consolidated
Statements of Operations for the three and nine months ended September 30, 2022 and 2023; (iii) Condensed Consolidated Statements
of Comprehensive Loss for the three and nine months ended September 30, 2022 and 2023; (iv) Condensed Consolidated Statement of Changes
in Stockholders’ Equity for the periods January 1, 2022 through September 30, 2022 and January 1, 2023 through September 30,
2023; (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 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 September 30, 2023, formatted in Inline XBRL
(included as Exhibit 101).
*
Furnished herewith.
42
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 13, 2023
By:
/s/
Steve Towe
Steve
Towe
Chief
Executive Officer
(Principal
Executive Officer)
Date:
November 13, 2023
By:
/s/
David Wilson
David
Wilson
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
43
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.