Powerfleet Faces Nasdaq Delisting Risk Over Low Stock Price

TL;DR

Nasdaq says PFLE stock too cheap, needs to hit $1 by Feb 2025 or get booted.

AI Summary

Powerfleet, Inc. announced on August 15, 2024, that it received a notice from The Nasdaq Stock Market LLC indicating a failure to meet the minimum bid price requirement for continued listing. The company has 180 calendar days, until February 11, 2025, to regain compliance by achieving a minimum closing bid price of $1.00 per share for at least 10 consecutive business days.

Why It Matters

Failure to regain compliance could lead to Powerfleet's stock being delisted from the Nasdaq, potentially reducing liquidity and investor confidence.

Risk Assessment

Risk Level: high — The company is at high risk because it has received a formal notice of delisting from Nasdaq due to failing to meet the minimum bid price requirement.

Key Numbers

• $1.00 — Minimum Bid Price (The minimum closing bid price Powerfleet must achieve for at least 10 consecutive business days to regain compliance with Nasdaq listing rules.)
• 180 days — Compliance Period (The timeframe Powerfleet has to meet the minimum bid price requirement before potential delisting.)

Key Players & Entities

• Powerfleet, Inc. (company) — The company filing the 8-K report.
• The Nasdaq Stock Market LLC (company) — The exchange that issued the notice of non-compliance.
• August 15, 2024 (date) — Date the notice was received.
• February 11, 2025 (date) — Deadline for Powerfleet to regain compliance.
• $1.00 (dollar_amount) — Minimum bid price required for continued listing.

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share AIOT The Nasdaq Global Ma

Filing Documents

• form8-k.htm (8-K) — 43KB
• ex99-1.htm (EX-99.1) — 13KB
• 0001493152-24-032866.txt ( ) — 229KB
• aiot-20240815.xsd (EX-101.SCH) — 3KB
• aiot-20240815_lab.xml (EX-101.LAB) — 33KB
• aiot-20240815_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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 15, 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 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously announced, on August 8, 2024, Powerfleet, Inc. (the "Company") received written notice (the "Initial Nasdaq Notification Letter") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it did not timely file its Transition Report on Form 10-KT for the transition period ended March 31, 2024 (the "Form 10-KT"), as required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5250(c)(1). On August 15, 2024, the Company received written notice (the "Second Nasdaq Notification Letter" and, together with the Initial Nasdaq Notification Letter, the "Nasdaq Notification Letters") from the Listing Qualifications Department of Nasdaq notifying the Company that it did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the "Form 10-Q"), as required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5250(c)(1). Under Nasdaq rules, the Company has 60 calendar days from the date of the Initial Nasdaq Notification Letter, or October 7, 2024, to submit to Nasdaq a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1). As previously announced by the Company in a press release dated August 5, 2024, the delay in the filing of the Form 10-KT and Form 10-Q follows the Company's receipt of a comment letter from the Securities and Exchange Commission (the "SEC") regarding the Company's determination of the accounting acquirer in the recent business combination with MiX Telematics Limited ("MiX Telematics"). The Company is actively collaborating with its auditors and legal advisors to address the SEC's comment and targets to resolve this matter within the month of August. The Company expects to file the Form 10-KT and Form 10-Q promptly following resolution of the SEC's comment to regain compliance with Nasdaq Listing Rule 5250(c)(1). The Company's common stock will continue to be listed and traded on The Nasdaq Global Market during the 60-day grace period, subject to its compliance with the other continued listing requirements of The Nasdaq Global Market. Item 4.01. Changes in Registrant's Certifying Accountant. As previously announced, on July 19, 2024, the Company appointed Deloitte & Touche, the incumbent auditor of MiX Telematics, the Company's wholly owned subsidiary, as its independent registered public accounting firm for the fiscal year ending March 31, 2025. The appointment was subject to satisfactory completion of Deloitte & Touche's client acceptance procedures, which were in the process of being completed at the time of such announcement. As of August 16, 2024, Deloitte & Touche's client acceptance procedures have been completed. Item 8.01. Other Events. On August 16, 2024, the Company issued a press release addressing t

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