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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): February
28, 2024
POWERFLEET,
INC.
(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
5.07. Submission of Matters to a Vote of Security Holders.
On
February 28, 2024, PowerFleet, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”).
At the Special Meeting, the Company’s stockholders were asked to consider and vote on four proposals, which are described in detail
in the joint proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2024
(the “Proxy Statement”). The final results regarding each proposal acted upon at the Special Meeting are set forth below.
The adjournment proposal described in the Proxy Statement was not acted upon at the Special Meeting.
| |
1. |
The
approval of the issuance of shares of common stock of the Company to shareholders of MiX Telematics Limited (“MiX”) pursuant
to an implementation agreement, dated as of October 10, 2023 (the “Implementation Agreement”), by and among the Company,
MiX and Main Street 2000 Proprietary Limited: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 28,512,190 |
|
47,833 |
|
9,759 |
|
0 |
| |
2. |
The
approval of an amendment of the Company’s amended and restated certificate of incorporation to increase the number of authorized
shares of the Company’s common stock from 75 million to 175 million: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 28,497,953 |
|
69,795 |
|
2,034 |
|
0 |
| |
3. |
The
approval, on an advisory (non-binding) basis, of the compensation that may become payable to certain named executive officers of
the Company in connection with, and upon, the consummation of the transactions contemplated by the Implementation Agreement: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 16,832,173 |
|
9,791,758 |
|
1,945,851 |
|
0 |
Item
8.01. Other Events.
On
February 28, 2024, the Company and MiX issued a press release announcing shareholder approval of the proposals considered and voted upon
at their respective special meetings. The full text of the press release, a copy of which is attached hereto as Exhibit 99.1,
is incorporated herein by reference.
No
Offer or Solicitation
This
report shall not constitute an offer to buy or sell any securities, or the solicitation of an offer to buy or sell any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary
Note Regarding Forward-Looking Statements
This
report contains forward-looking statements within the meaning of federal securities laws. The Company’s, MiX’s and the combined
business’s actual results may differ from their 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 parties’ expectations with respect to their beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates,
intentions and future performance, as well as anticipated financial impacts of the proposed transaction, the satisfaction of the closing
conditions to the proposed transaction and the timing of the completion of the proposed transaction. 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 parties’ control and are difficult to predict. The risks and uncertainties referred to above include, but are not
limited to, risks related to: (i) the completion of the proposed transaction in the anticipated timeframe or at all; (ii) the satisfaction
of the closing conditions to the proposed transaction including, but not limited to, the ability to obtain financing; (iii) the failure
to obtain necessary regulatory approvals; (iv) the ability to realize the anticipated benefits of the proposed transaction; (v) the ability
to successfully integrate the businesses; (vi) disruption from the proposed transaction making it more difficult to maintain business
and operational relationships; (vii) the negative effects of the announcement of the proposed transaction or the consummation of the
proposed transaction on the market price of the combined company’s securities; (viii) significant transaction costs and unknown
liabilities; (ix) litigation or regulatory actions related to the proposed transaction; and (x) such other factors as are set forth in
the periodic reports filed by MiX and the Company with the SEC, including but not limited to those described under the heading “Risk
Factors” in their 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, neither MiX nor the Company assumes any obligation, nor do they 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.
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:
February 28, 2024 |
|
Exhibit
99.1
Powerfleet
and MiX Telematics Receive Shareholder Approval for Proposed Business Combination
WOODCLIFF
LAKE, NJ – February 28, 2024 – Powerfleet, Inc. (Nasdaq: PWFL) and MiX Telematics Limited (NYSE: MIXT, JSE: MIX) today
announced they have received shareholder approval on the proposals related to the previously announced business combination between the
parties.
The
transaction is expected to close the first week of April 2024, subject to the satisfaction of remaining customary conditions. Upon closing,
the combined business will be branded as Powerfleet, with its primary listing on Nasdaq.
“With
the continued support from our shareholders, we are thrilled to announce their approval of our transformative combination with MiX,”
said Steve Towe, Powerfleet’s Chief Executive Officer, who will continue serving as CEO of the combined Powerfleet company. “We
expect the business combination will establish Powerfleet as a top-tier, global AIoT SaaS company, paving the way for accelerated growth
in recurring revenues, expanded profitability, and enhanced investor value creation opportunities.”
Upcoming
events where the combination will be discussed further include Powerfleet’s Q4 2023 earnings call on March 12, 2024, and the 36th
Annual ROTH Conference from March 17-19 2024.
ABOUT
POWERFLEET
Powerfleet
(Nasdaq: PWFL; TASE: PWFL) is a global leader of internet of things (IoT) software-as-a-service (SaaS) solutions that optimize the performance
of mobile assets and resources to unify business operations. Our data science insights and advanced modular software solutions help drive
digital transformation through our customers’ and partners’ ecosystems to help save lives, time, and money. We help connect
companies, enabling customers and their customers to realize more effective strategies and results. Powerfleet’s tenured and talented
team is at the heart of our approach to partnership and tangible success. The company is headquartered in Woodcliff Lake, New Jersey,
with our Pointer Innovation Center (PIC) in Israel and field offices around the globe. For more information, please visit www.powerfleet.com.
ABOUT
MIX TELEMATICS
MiX
Telematics is a leading global provider of fleet and mobile asset management solutions delivered as SaaS to over 1 million global subscribers
spanning more than 120 countries. The company’s products and services provide enterprise fleets, small fleets, and consumers with
efficiency, safety, compliance, and security solutions. MiX Telematics was founded in 1996 and has offices in South Africa, the United
Kingdom, the United States, Uganda, Brazil, Mexico and Australasia as well as a network of more than 130 fleet partners worldwide. MiX
Telematics shares are publicly traded on the Johannesburg Stock Exchange (“JSE”) (JSE: MIX) and the New York Stock Exchange
(NYSE: MIXT). For more information, visit www.mixtelematics.com.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
press release contains forward-looking statements within the meaning of federal securities laws. Powerfleet’s, MiX’s and
the combined business’s actual results may differ from their 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 parties’ expectations with respect to their beliefs, plans, goals,
objectives, expectations, anticipations, assumptions, estimates, intentions and future performance, as well as anticipated financial
impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion
of the proposed transaction. 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 parties’ control and are difficult to predict.
The risks and uncertainties referred to above include, but are not limited to, risks related to: (i) the completion of the proposed transaction
in the anticipated timeframe or at all; (ii) the satisfaction of the closing conditions to the proposed transaction including, but not
limited to, the ability to obtain financing; (iii) the failure to obtain necessary regulatory approvals; (iv) the ability to realize
the anticipated benefits of the proposed transaction; (v) the ability to successfully integrate the businesses; (vi) disruption from
the proposed transaction making it more difficult to maintain business and operational relationships; (vii) the negative effects of the
announcement of the proposed transaction or the consummation of the proposed transaction on the market price of the combined company’s
securities; (viii) significant transaction costs and unknown liabilities; (ix) litigation or regulatory actions related to the proposed
transaction; and (x) such other factors as are set forth in the periodic reports filed by MiX and Powerfleet with the Securities and
Exchange Commission (“SEC”), including but not limited to those described under the heading “Risk Factors” in
their 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 press release are made only as of the date of this press release, and except as otherwise
required by applicable securities law, neither MiX nor Powerfleet assumes any obligation, nor do they intend to publicly update or revise
any forward-looking statements to reflect subsequent events or circumstances.
NO
OFFER OR SOLICITATION
This
communication shall not constitute an offer to buy or sell any securities, or the solicitation of an offer to buy or sell any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
RESPONSIBILITY
STATEMENT
The
Independent Board of MiX Telematics (to the extent that the information relates to MiX Telematics) collectively and individually accept
responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information
contained in this announcement relating to MiX Telematics is true and this announcement does not omit anything that is likely to affect
the importance of such information.
The
board of directors of PowerFleet (to the extent that the information relates to PowerFleet) collectively and individually accept responsibility
for the information contained in this announcement and certify that to the best of their knowledge and belief, the information contained
in this announcement relating to PowerFleet is true and this announcement does not omit anything that is likely to affect the importance
of such information.
Powerfleet
Investor Contact
Matt
Glover
Gateway
Group, Inc.
PWFL@gateway-grp.com
+1
(949) 574-3860
Powerfleet
Media Contact
Andrea
Hayton
ahayton@powerfleet.com
+1
(610) 401-1999
MiX
Telematics Investor Contact
Cody
Cree
Gateway
Group, Inc.
+1
(949) 574-3860
MIXT@gateway-grp.com
MiX
Telematics Media Contact
Jonathan
Bates
jonathan.bates@mixtelematics.com
+44
7921 242892
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