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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): August 11, 2025
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 |
|
AIOT |
|
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
2.02. Results of Operations and Financial Condition.
On
August 11, 2025, Powerfleet, Inc. (the “Company”) issued a press release regarding financial results for the fiscal quarter
ended June 30, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item
7.01. Regulation FD Disclosure.
As
previously announced, the Company will hold a conference call on August 11, 2025 at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to
discuss the financial results for the fiscal quarter ended June 30, 2025 and provide a business update. The slide presentation that will
accompany the conference call is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The
information in this report is being furnished pursuant to Items 2.02 and 7.01 of Form 8-K. In accordance with General Instruction B.2.
of Form 8-K, the information in this report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific
reference in such a filing.
Cautionary
Note Regarding Forward-Looking Statements
This
report, including Exhibits 99.1 and 99.2, contains forward-looking statements within the meaning of federal securities laws. The Company’s
actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions. These forward-looking statements include, without limitation, the Company’s expectations
with respect to its beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions and future performance,
as well as anticipated financial impacts of the business combination with MiX Telematics and the acquisition of Fleet Complete. Forward-looking
statements involve significant known and unknown risks, uncertainties and other factors, which may cause their actual results, performance
or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are statements that could be forward-looking statements. Most of
these factors are outside the Company’s control and are difficult to predict. The risks and uncertainties referred to above include,
but are not limited to, risks related to: (i) the Company’s ability to realize all of the anticipated benefits of the business
combination with MiX Telematics and the acquisition of Fleet Complete, and the potential challenges associated with the ongoing integration
of the businesses; (ii) global economic conditions as well as exposure to political, trade and geographic risks, including tariffs and
the conflict in the Middle East; (iii) disruptions or limitations in the Company’s supply chain, particularly with respect to key
components; (iv) technological changes or product developments that may be more complex, costly, or less effective than expected; (v)
cybersecurity risks and the Company’s ability to protect its information technology systems from breaches; (vi) the Company’s
inability to adequately protect its intellectual property; (vii) competitive pressures from a broad range of local, regional, national
and other providers of wireless solutions; (viii) the Company’s ability to effectively navigate the international political, economic
and geographic landscape; (ix) changes in applicable laws and regulations or changes in generally accepted accounting policies, rules
and practices, and (x) such other factors as are set forth in the periodic reports filed by the Company with the Securities and Exchange
Commission (“SEC”), including but not limited to those described under the heading “Risk Factors” in its annual
reports on Form 10-K, quarterly reports on Form 10-Q and any other filings made with the SEC from time to time, which are available via
the SEC’s website at http://www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove to be incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore,
you should not rely on any of these forward-looking statements.
The
forward-looking statements included in this report are made only as of the date of this report, and except as otherwise required by applicable
securities law, the Company assumes no obligation, nor does the Company intend to publicly update or revise any forward-looking statements
to reflect subsequent events or circumstances.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release, dated August 11, 2025. |
| 99.2 |
|
Slide presentation, dated August 11, 2025. |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
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:
August 11, 2025
