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Washington, D.C. 20549








Date of Report (Date of earliest event reported): April 1, 2024



(Exact Name of Registrant as Specified in its Charter)


Delaware   001-39080   83-4366463
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)


123 Tice Boulevard, Woodcliff Lake, New Jersey   07677
(Address of Principal Executive Offices)   (Zip Code)


Registrant’s telephone number, including area code (201) 996-9000



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   PWFL   The Nasdaq Global Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






Item 8.01. Other Events.


As previously disclosed in the Form 12b-25 filed by Powerfleet, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on March 15, 2024, the Company was unable to file its Annual Report on Form 10-K for its fiscal year ended December 31, 2023 (the “Form 10-K”) by March 15, 2024, the original due date for the Form 10-K, without unreasonable effort or expense. Although the Company continues to work diligently to complete the necessary work related to its financial reporting procedures, the Company no longer anticipates that it will be able to file the Form 10-K within the extension period of 15 calendar days as provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. The Company will file the Form 10-K as soon as reasonably practicable.


Forward-Looking Statements


Certain statements made in this report constitute forward-looking statements within the meaning of the federal securities laws. All statements contained in this report that do not relate to matters of historical fact should be considered forward-looking statements. For example, forward-looking statements include, without limitation, statements regarding the Company’s anticipated filing of the Form 10-K. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees and are subject to risks described from time to time in the Company’s periodic filings with the SEC. Unless otherwise required by applicable law, the Company assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.






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 hereunto duly authorized.


  By:  /s/ David Wilson
  Name:  David Wilson
  Title: Chief Financial Officer
Date: April 1, 2024