UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC File Number 001-39080
CUSIP Number 73931J109
(Check One): |
☐ Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
☒ Form 10-Q |
☐ Form 10-D |
|
☐ Form N-CEN |
☐ Form N-CSR |
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For Period Ended: September 30, 2023
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended: _____________
Read Instruction (on back page) Before Preparing Form. Please Print or Type. |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
PowerFleet, Inc. |
Full Name of Registrant
Not Applicable |
Former Name if Applicable
123 Tice Boulevard |
Address of Principal Executive Office (Street
and Number)
Woodcliff Lake, New Jersey 07677 |
City, State and Zip Code |
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate.)
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(a) |
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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☒ |
(b) |
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable detail why Forms
10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time
period.
PowerFleet, Inc. (the “Company”)
has determined that it will not be able to file its Quarterly Report on Form 10-Q for its quarter ended September 30, 2023 (the “Form
10-Q”) by November 9, 2023, the original due date for such filing, without unreasonable effort or expense, due to delays in compiling
and reviewing certain information included in the Form 10-Q resulting primarily from the military mobilization of key employees in Israel
following the attacks by Hamas on October 7, 2023. The Company expects to file the Form 10-Q within the extension period of five calendar
days, as provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to this notification:
David Wilson |
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(201) |
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996-9000 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
☒ Yes ☐
No
(3) Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
☒ Yes ☐
No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
The Company expects to report revenue
of approximately $34.2 million and $99.1 million for the three and nine months ended September 30, 2023, respectively, compared to revenue
of $34.3 million and $102.0 million for the three and nine months ended September 30, 2022, respectively. The Company expects to report
gross profit for the three months ended September 30, 2023 of approximately $17.1 million, or 50.1% of total revenue, compared to gross
profit of $17.2 million, or 50.1% of total revenue, for the three months ended September 30, 2022. The Company expects to report gross
profit for the nine months ended September 30, 2023 of approximately $49.8 million, or 50.2% of total revenue, compared to gross profit
of $47.8 million, or 46.9% of total revenue, for the nine months ended September 30, 2022. The Company expects to report net loss attributable
to common stockholders for the three months ended September 30, 2023 of approximately $(5.0) million, or $(0.14) per basic and diluted
share, compared to net loss attributable to common stockholders of $(3.5) million, or $(0.10) per basic and diluted share, for the three
months ended September 30, 2022. The Company expects to report net loss attributable to common stockholders, inclusive of a $7.5 million
gain on bargain purchase for Movingdots GmbH, for the nine months ended September 30, 2023 of approximately $(5.8) million, or $(0.16)
per basic and diluted share, compared to net loss attributable to common stockholders of $(9.0) million, or $(0.25) per basic and diluted
share, for the six months ended September 30, 2022.
For a comparison of the Company’s
unaudited results of operations for its quarter ended September 30, 2023 compared to its quarter ended September 30, 2022, please see
the press release issued on November 9, 2023, which was furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K furnished
with the Securities and Exchange Commission on November 9, 2023.
Forward Looking Statements
Certain statements made in this Form
12b-25 constitute forward-looking statements within the meaning of the federal securities laws. All statements contained in this Form
12b-25 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 expectations regarding its financial information for
its quarter ended September 30, 2023 and the Company’s expectation that it will file the Form 10-Q within the extension period of
five calendar days, as provided under Rule 12b-25 under the Exchange Act. These forward-looking statements are based on management’s
current expectations. These statements are neither promises nor guarantees and are subject to the risk that the Company is not able to
complete its Form 10-Q within the extension period of five calendar days, as well as the risk that the Company finds errors as it completes
its consolidated financial statements. 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.
PowerFleet, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: November 9, 2023 |
By: |
/s/ David
Wilson |
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David Wilson |
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Chief Financial Officer |
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