UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 28, 2024
POWERFLEET, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-39080 | | 83-4366463 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
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.
On May 28, 2024, Powerfleet, Inc. (the “Company”) filed a notice with the Israel Securities Authority and the Tel Aviv Stock Exchange (the “TASE”) voluntarily requesting to delist the Company’s common stock from trading on the TASE. On May 28, 2024, the TASE issued a notice confirming the Company’s request to delist, noting that the last day of trading of the Company’s common stock on the TASE will be August 27, 2024 and that the delisting of the Company’s common stock is expected to take effect on August 29, 2024.
The Company’s common stock will continue to be listed for trading on The Nasdaq Global Market (“Nasdaq”) and the Johannesburg Stock Exchange (the “JSE”).
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 anticipated timing of the delisting of the Company’s common stock on the TASE and the expectation that the Company’s common stock will continue to be listed on Nasdaq and the JSE. 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 Securities and Exchange Commission. The forward-looking statements included in this report are made only as of the date of this report, and, 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.
SIGNATURE
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.
| | POWERFLEET, INC. |
| | | |
| | By: | /s/ David Wilson |
| | Name: | David Wilson |
| | Title: | Chief Financial Officer |
Date: May 31, 2024
