OMNIQ Corp. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from________ to__________ Commission File Number: 000-09047 OMNIQ Corp. (Exact name of registrant as specified in its charter) Delaware 20-3454263 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1865 West 2100 South Salt Lake City , UT 84119 (Address of principal executive offices) (Zip Code) (801) 244-9577 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Ticker symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value OMQS The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ (Do not check if a smaller reporting company) 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 7,560,707 shares of common stock, $0.001 par value, as of April 29, 2022. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS F-1 CONDENSED CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2022 AND DECEMBER 31, 2021 F-1 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 F-2 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) AT MARCH 31, 2022 AND DECEMBER 31, 2021 F-3 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 F-4 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS F-5 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6 ITEM 4. CONTROLS AND PROCEDURES 6 PART II - OTHER INFORMATION 7 ITEM 1. LEGAL PROCEEDINGS. 7 ITEM 1A. RISK FACTORS. 7 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 7 ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 8 ITEM 4. MINE SAFETY DISCLOSURES. 8 ITEM 5. OTHER INFORMATION. 8 ITEM 6. EXHIBITS. 10 SIGNATURES 9 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS OMNIQ CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) ( UNAUDITED ) As of (In thousands, except share and per share data) March 31, 2022 December 31, 2021 ASSETS Current assets Cash and cash equivalents $ 6,922 $ 7,085 Accounts receivable, net 29,789 $ 27,123 Inventory 7,517 $ 6,955 Prepaid expenses 1,443 $ 1,987 Other current assets 10 $ 9 Total current assets 45,681 $ 43,159 Property and equipment, net of accumulated depreciation of $ 1,483 and $ 2,203 respectively 1,009 $ 1,127 Goodwill 16,453 $ 16,453 Trade name, net of accumulated amortization of $ 4,011 and $ 3,863 , respectively 2,272 $ 2,421 Customer relationships, net of accumulated amortization of $ 9,936 and $ 9,660 , respectively 5,793 $ 6,069 Other intangibles, net of accumulated amortization of $ 1,485 and $ 1,457 , respectively 818 $ 865 Right of use lease asset 3,278 $ 3,556 Other assets 1,630 $ 1,431 Total assets $ 76,934 $ 75,081 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued liabilities $ 48,348 $ 45,553 Line of credit 7,353 5,951 Accrued payroll and sales tax 3,365 2,658 Notes payable, related parties – current portion 390 390 Notes payable – current portion 7,547 7,521 Lease liability – current portion 1,304 1,341 Other current liabilities 2,681 2,683 Total current liabilities 70,988 66,097 Long term liabilities Notes payable, related party, less current portion 195 293 Accrued interest and accrued liabilities, related party 68 63 Notes payable, less current portion 3,128 2,646 Lease liability 2,024 2,266 Other long term liabilities 73 1,418 Total liabilities 76,476 72,783 Stockholders’ equity (deficit) Series A Preferred stock; $ 0.001 par value; 2,000,000 shares designated, 0 shares issued and outstanding - - Series B Preferred stock; $ 0.001 par value; 1 share designated, 0 shares issued and outstanding - - Series C Preferred stock; $ 0.001 par value; 3,000,000 shares designated, 544,500 shares issued and outstanding, respectively 1 1 Preferred Stock Value 1 1 Common stock; $ 0.001 par value; 15,000,000 shares authorized; 7,560,001 and 7,459,534 shares issued and outstanding, respectively. 20 20 Additional paid-in capital 71,413 70,606 Accumulated deficit ( 73,255 ) ( 70,571 ) Cumulative Translation Adjustment ( 164 ) ( 154 ) Total OmniQ stockholders’ deficit ( 1,985 ) ( 98 ) Non-controlling interest 2,443 2,396 TOTAL STOCKHOLDERS’ EQUITY 458 2298 Total liabilities and stockholders’ equity $ 76,934 $ 75,081 The accompanying unaudited notes should be read on conjunction with these unaudited condensed consolidated financial statements. F- 1 OMNIQ CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) (In thousands, except share and per share data) 2022 2021 For the three months ending March 31, (In thousands, except share and per share data) 2022 2021 Revenues Total Revenues $ 26,322 $ 19,751 Cost of goods sold Cost of goods sold 20,194 17,115 Gross profit 6,128 2,636 Operating expenses Research & Development 523 494 Selling, general and administrative 6,476 4,438 Depreciation 93 43 Amortization 445 525 Total operating expenses 7,537 5,500 Loss from operations ( 1,409 ) ( 2,864 ) Other income (expenses): Interest expense ( 812 ) ( 589 ) Other (expenses) income ( 264 ) 110 Total other expenses ( 1,076 ) ( 479 ) Net Loss Before Income Taxes ( 2,485 ) ( 3,343 ) Provision for Income Taxes Current ( 84 ) - Total Provision for Income Taxes ( 84 ) - Net Loss $ ( 2,569 ) $ ( 3,343 ) Net income attributable to noncontrolling interest 67 - Net Loss attributable to OmniQ Corp $ ( 2,636 ) $ ( 3,343 ) Net Loss $ ( 2,569 ) $ ( 3,343 ) Foreign currency translation adjustment ( 10 ) 105 Comprehensive loss ( 2,579 ) ( 3,238 ) Reconciliation of net loss to net loss attributable to common shareholders Net loss ( 2,569 ) ( 3,343 ) Less: Preferred stock – Series C dividend ( 48 ) ( 31 ) Net loss less series C dividend $ ( 2,617 ) $ ( 3,374 ) Net income after series C dividend attributable to noncontrolling interest 67 - Net loss after series C dividend attributable to common stockholders’ of OmniQ Corp $ ( 2,684 ) $ ( 3,374 ) Net (loss) per share - basic attributable to common stockholders’ of OmniQ Corp $ ( 0.34 ) $ ( 0.70 ) Weighted average number of common shares outstanding - basic 7,511,376 4,700,737 The accompanying unaudited notes should be read in conjunction with these unaudited condensed consolidated financial statements. F- 2 OMNIQ CORP. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED) Series C Additional Non Other Total Stockholders’ Preferred Stock Common Stock Paid-in Shares Accumulated Controlling Comprehensive Equity (In thousands) Shares Amount Shares Amount Capital Repurchased Deficit Interest Income (Loss) (Deficit) Balance, December 31, 2020 2,145 $ 2 4,685 $ 5 51,842 $ - $ ( 56,726 ) - $ ( 166 ) $ ( 5,043 ) Dividend on Class C Shares - - - - - - ( 31 ) - - ( 31 ) ESPP Stock Issuance - - - - 1 - - - - 1 Stock-based compensation – options, warrants, issuances - - - - 786 - - - - 786 Stock and Warrant issued for services - - 25 - 188 - - - - 188 Exercise of stock options and warrants - - 6 - 2 - - - - 2 Cumulative Translation Adjustment - - - - - - - - 105 105 Other - - - - - - ( 4 ) - - ( 4 ) Net (loss) income - - - - - - ( 3,343 ) - - ( 3,343 ) Balance, March 31, 2021 2,145 2 4,716 5 52,819 - ( 60,104 ) - ( 61 ) ( 7,339 ) Balance, December 31, 2021 544 $ 1 7,459 20 70,606 - ( 70,571 ) 2,396 ( 154 ) 2,298 Dividend on Class C Shares - - - - - - ( 48 ) - - ( 48 ) ESPP Stock Issuance - - 2 - 8 - - - - 8 Warrant issued for services - - - - 298 - - - - 298 Stock-based compensation – options, warrants, issuances - - - - 460 - - - - 460 Exercise of stock options and warrants - - 99 - 41 - - - - 41 Cumulative Translation Adjustment - - - - - - - ( 20 ) ( 10 ) ( 30 ) Net (loss) income - - - - - - ( 2,636 ) 67 - ( 2,569 ) Balance, March 31, 2022 544 $ 1 7,560 $ 20 $ 71,413 - $ ( 73,255 ) $ 2,443 $ ( 164 ) $ 458 The accompanying unaudited notes should be read in conjunction with these condensed unaudited consolidated financial statements. F- 3 OMNIQ CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) (In thousands) March 31, 2022 March 31, 2021 Cash flows from operations Net loss $ ( 2,569 ) $ ( 3,343 ) Adjustments to reconcile net loss to net cash provided by operating activities: Loss on disposal of property and equipment 46 - Stock-based compensation 460 974 Depreciation and amortization 538 568 Amortization of ROU asset 222 7 Changes in operating assets and liabilities: Accounts receivable ( 2,641 ) ( 1,767 ) Prepaid expenses 506 36 Inventory ( 678 ) ( 840 ) Other assets ( 167 ) - Accounts payable and accrued liabilities 3,017 7,266 Accrued interest and accrued liabilities, related party 5 - Accrued payroll and sales taxes payable 737 ( 353 ) Lease liability ( 220 ) ( 7 ) Deferred tax assets, net ( 65 ) - Other liabilities 34 ( 32 ) Net cash provided by (used in) operating activities ( 775 ) 2,509 Cash flows from investing activities Purchase of property and equipment ( 41 ) ( 2 ) Proceeds from sale of other assets ( 23 ) 565 Net cash provided by (used in) investing activities ( 64 ) 563 Cash flows from financing activities Proceeds from ESPP stock issuance 8 1 Proceeds from exercise of options and warrants 41 - Dividends paid ( 1,346 ) - Payments on notes/loans payable 566 ( 142 ) Net proceeds from draw on line of credit 1,699 ( 4,914 ) Net cash provided by (used in) financing activities 968 ( 5,055 ) Net change in cash and cash equivalents 130 ( 1,983 ) Effect of foreign exchange rates on cash and cash equivalents ( 292 ) 58 - Cash and cash equivalents at beginning of period 7,085 4,594 Cash and cash equivalents at end of period $ 6,922 $ 2,669 Non-cash activities: Declared dividends payable $ 180 $ - Purchase of PP&E with financing $ - $ 155 Warrants/stock issued for service $ 298 188 Supplemental disclosure of cash flow information: Cash paid for interest $ 1,105 $ 585 Cash paid for income taxes $ - $ - The accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statements. F- 4 OMNIQ CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The condensed consolidated financial statements include the accounts of OMNIQ Corp, and its wholly owned subsidiaries, referred to herein as “we,” “us,” “OMNIQ,” or the “Company”. Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”). We describe our significant accounting policies in Note 2 of the notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021. During three-month period ended March 31, 2022, there were no significant changes to those accounting policies. Net Loss Per Common Share Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the three-months ended March 31, 2022 and 2021 were 7,511,376 and 4,700,737 , respectively. Diluted net loss per share of common stock is the same as basic net loss per share of common stock because the effects of potentially dilutive securities are antidilutive. The following table sets forth the potentially dilutive securities excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported as of: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE In thousands March 31, 2022 March 31, 2021 Options to purchase common stock 2,189 1,648 Convertible preferred stock - - Warrants to purchase common stock 1,412 1,227 Potential shares excluded from diluted net loss per share 3,601 2,875 F- 5 NOTE 2 – LIQUIDITY AND CAPITAL RESOURCES The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. The following are the principal conditions or events which potentially raise substantial doubt about the company’s ability to continue as a going concern: ● Balancing the need for operational cash with the need to add additional products ● Timely and cost-effective development of products ● Working capital deficit of $ 25 million as of March 31, 2022 ● Accumulated deficit of $ 73 million as of March 31, 2022 ● Multiple years of losses from operations ● Multiple years of negative cash flows from operations These facts and others have in the past raised concerns about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, which we have successfully accomplished to date. The following conditions, plans and actions are currently being implemented by management to address the Company’s conditions: ● The Company has common stock which is now traded publicly on the NASDAQ stock exchange. Accordingly, it is better able to successfully raise capital when needed. In addition, there are outstanding warrants from prior offerings that could be exercised depending upon the performance of our stock. ● The Company raised gross proceeds of $ 15 million from a private placement of its common stock in July 2021. ● The Company received financing for the acquisition of the last 23% of shares of Dangot on March 30, 2022. The Company also expects that Dangot’s cashflow will be able to service the debts associated with its acquisition without the need for cash from the rest of the group. See note 11. ● The acquisition of Dangot has added capabilities to the Company which have already transformed into significant new orders (so far approx. $ 1.3 M) in the Parking segment. Management expects the collaboration and cross sales to contribute to improved revenues and margins. ● Management is evaluating operating expenses and is developing a plan to reduce expenditures without negatively impacting current operations. ● March 25, 2022 management finalized an $ 8.5 M line of credit from Western Alliance Bank. This line of credit replaced the high interest Action Capital line of Credit ($ 6 M) and settle the ScanSource debt $ 2.5 M. Overall the effective interest rate of the new line of credit is approx. 7% compared to 12% with Action and 10% with ScanSource . ● As of March 31, 2022, the Company had approximately $ 7 million, in cash, which is sufficient cash to last 15 months at the current burn rate. ● Historical results - For over ten years, the Company’s audit opinion has contained an explanatory paragraph describing an uncertainty about the Company’s ability to continue as a going concern. The fact that the Company has a ten plus year plus history of continuing operations, in and of itself, demonstrates an ability to continue for a period of 12 months, post-issuance of each report. ● Blue Star - The Company’s total accounts payable due to Blue Star as of March 31, 2022 was approximately $ 33 M. Blue Star is an unsecured creditor, financing a substantial amount the Company’s supply chain demand. Blue Star continues selling to the Company with preferable credit terms. Blue Star has agreed to reduce the annual interest rate on invoices that are past due to just 5 %. We anticipate, consistent with prior periods, Blue Star will continue to extend us such preferable payments terms in the foreseeable future. As an unsecured creditor of the Company, Blue Star has no incentive to force a liquidation. The Company has enjoyed a good mutual relationship for the past four years. Management believes that the aggregate impact of these plans is to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern within one year after the date financial statement issuance. NOTE 3 – CONCENTRATIONS For the three-months ended March 31, 2022 and the year ended December 31, 2021, two customers accounted for 15.2 % and two customer accounted for 23 % , respectively, of the Company’s consolidated revenues. Accounts receivable at March 31, 2022 and December 31, 2021 are made up of trade receivables due from customers in the ordinary course of business. Four customers made up 22 % of the accounts receivable balance at March 31, 2022 and one customer represented 17 % of the balance of accounts receivable at December 31, 2021. For the three months ended March 31, 2022 and the year ended December 31, 2021 one vendor made up 71 % and 65 %, respectively, of our purchases. F- 6 NOTE 4 – BUSINESS ACQUISITION Dangot Computers Ltd On May 3, 2021, the Company and Omniq Technologies Ltd., a wholly owned subsidiary of the Company (“Omniq Technologies”) entered into a share purchase agreement (the “Dangot Share Purchase Agreement”) with Mr. Haim Dangot. The Closing Consideration was paid on July 8, 2021 in the following manner: (a) the Company issued 220,103 shares of its common stock having a share value of $ 2,084 thousand and (b) cash in the amount of $ 5,058 thousand and $ 600 thousand payable to owner. Effective October 1, 2021 the Company exercised a portion of its option and purchased an additional 26 % of Dangot bringing its ownership to 77 %. The Company paid $ 4,012,000 to purchase the additional shares. OmniQ Technologies has the right to complete the purchase of the remaining 23 % of the Dangot shares on a fully diluted basis in a single exercise until the lapse of the Dangot Option Period. Refer to Note 4 in 2021 Form 10-K for more details. The following proforma unaudited revenue and earnings as if the acquisition had been included in the consolidated results of the company for the three months ended March 31, 2021. SCHEDULE OF ACQUISITIONS UNAUDITED REVENUE March 31, 2022 2021 (in thousands/unaudited) Revenue $ 26,322 $ 29,573 Net loss $ ( 2,569 ) $ ( 2,887 ) Individual pro forma results for each acquisition are not disclosed, as individually these acquisitions would not have a material impact on the Company’s financial statements. Since the acquisition the amounts included in the consolidated statement of comprehensive income from Dangot Computers Ltd. for the three months ended March 31, 2022, was $ 11.5 million in revenue and $ 293 thousand in net income. F- 7 NOTE 5 – CREDIT FACILITIES AND LINE OF CREDIT We maintain operating lines of credit, factoring and revolving credit facilities with banks and finance companies to provide us working capital. On March 25, 2022 we entered into a Business Finance Agreement (the “BFA”) with BridgeBank a division of Western Alliance Bank (“BridgeBank”) to establish the sale of accounts receivable credit facility, whereby we may obtain short-term financing by selling and assigning acceptable accounts receivables to BridgeBank. Pursuant to the BFA, the outstanding principal amount of advances made by BridgeBank at any time shall not exceed $ 8.5 million. BridgeBank reserves and withholds to 15 % of the face amount of each account purchased in a reserve account. During the three months ended March 31, 2022 we borrowed a total of $ 7.9 million on the line and incurred $ 645 thousand in origination fees. As a result of entering into the BFA we have paid off and terminated the Factoring and Security Agreement with Action Capital. See notes 11 and 19 the 2021 Form 10-K. The annual interest rate with respect to the daily average balance of unpaid advances outstanding under the BFA (computed on a monthly basis) is equal to the “Prime Rate” of Wells Fargo Bank N.A. plus 1.5 %, plus a monthly fee equal to 0.15 % of the average outstanding balance. The BFA credit facility is collateralized with a senior security interest in certain assets of the Company. The BFA includes customary representations and warranties and default provisions for transactions of this type. NOTE 6 – RELATED PARTY NOTES PAYABLE Related party notes payable, consisted of the following as of: SCHEDULE OF NOTES PAYABLE, RELATED PARTIES March 31, 2022 December 31, 2021 In thousands Note payable –Marin $ 360 $ 420 Note payable –Thomet 225 263 Total notes payable 585 683 Less current portion 390 390 Long-term portion $ 195 $ 293 Note Payable -Marin In December 2017, we entered into a $ 660 thousand, 1.89 % annual interest rate note payable (the “Marin Note”) with two individuals from whom we previously acquired their company (in 2014). The Marin Note is payable in 60 monthly principal payments of $ 20 thousand beginning in October 2018. Accrued interest payable as of March 31, 2022, was $ 68 thousand. Accrued interest is payable at maturity. Note Payable – Thomet In December 2017, we entered into a $ 750 thousand, zero percent annual interest rate note payable (the “Thomet Note”) with an individual from whom we previously acquired his company (in 2014). The Thomet Note is payable in 60 monthly principal payments of $ 13 thousand beginning in October 2018. Future maturities of related party notes payable as of March 31, 2022, are as follows: SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES In thousands 2022 390 2023 195 Total $ 585 F- 8 NOTE 7 – OTHER NOTES PAYABLE SCHEDULE OF OTHER NOTES PAYABLE (In thousands) March 31, 2022 December 31, 2021 Note Payable- Supplier $ - $ 2,243 Note Payable other 10,675 7,924 Total 10,675 10,167 Less current portion 7,547 7,521 Long Term Notes Payable $ 3,128 $ 2,646 Note Payable - Supplier On July 18, 2016, the Company and the Supplier entered into a certain secured promissory note, with an effective date of July 1, 2016, in the principal amount of $ 12.5 million (the “Secured Promissory Note”). The USD Note accrues interest at 18 % per annum and is payable in six consecutive monthly installments of principal and accrued interest in a minimum principal amount of $ 250 thousand each, with any remaining principal and accrued interest due and payable on December 31, 2016. ● On July 20, 2021, the Company entered into the Eighth Amendment to the Secured Promissory Note (the “Eighth Amendment”) extending the maturity date to August 15, 2022 and reducing the interest rate from 18 % to 10 %. The Eighth Amendment also provides that the Company will continue to make monthly installments of principal and accrued interest at a minimum of $ 300 thousand each month. As has been the case with each previous amendment, the Company is in continual negotiations with the holder of the Secured Promissory Note to extend the maturity date and establish a new schedule of payments. ● On March 25, 2022 the Company has paid off the entire remaining balance owed to the supplier. Notes Payable other On July 29, 2021 the Company entered into a long-term loan from Leumi Bank totaling NIS 7 million, which at the time was approximately $ 2.16 million. The note accrues interest at 4.7 % per annum and is payable in 8 installments of principal and interest over 4 years. The note is secured by shares of Dangot Computers, Ltd. On November 28, 2021 the Company entered into another long-term loan from Leumi Bank totaling NIS 3.5 million, which at the time was approximately $ 1.1 million. The note accrues interest at 4.7 % per annum and is payable in 8 installments of principal and interest over 4 years. The note is secured by shares of Dangot Computers, Ltd. During the year ended December 31, 2021, the Company entered into five lines of credit totaling NIS 17.5 million, as of December 31, 2021 the outstanding balance was NIS 13.6 million, approximately $ 4.4 million. On August 11, 2021, the Company purchased vehicles using cash and financing of NIS 500 thousand, approximately $ 155 thousand, to be paid off in monthly interest and principal payments over 5 years. The loan accrues interest at 7.5 % per annum and is secured by the vehicles. As of March 31, 2022, the remaining balance was NIS 436 thousand, which was approximately $ 137 thousand. On March 27, 2022 the Company entered into another long-term loan from Leumi Bank totaling NIS 3.5 million, which at the time was approximately $ 1.1 million. The note accrues interest at 4.7 % per annum and is payable in 8 installments of principal and interest over 4 years. The note is secured by shares of Dangot Computers, Ltd. NOTE 8 – OTHER LIABILITIES SCHEDULE OF OTHER LIABILITIES (In thousands) March 31, 2022 December 31, 2021 Other vendor payable $ 801 $ 801 Dividend payable 73 1,418 Others 1,880 1,882 Total other liabilities 2,754 4,101 Less Current Portion ( 2,681 ) ( 2,683 ) Total long term other liabilities $ 73 $ 1,418 F- 9 NOTE 9 – STOCKHOLDERS’ EQUITY PREFERRED STOCK Series A As of March 31, 2022, there were 2,000,000 Series A preferred shares designated and no Series A preferred shares outstanding. The board of directors of the Company (the “Board”) had previously set the voting rights for the Series A preferred stock at 1 share of preferred to 250 common shares . Series B As of March 31, 2022, there was 1 preferred share designated and no preferred shares outstanding. Series C As of March 31, 2022, there were 3,000,000 Series C Preferred Shares (“Series C”) authorized with 544,500 issued and outstanding. The Series C shares have preferential rights above common shares and the Series B Preferred Shares and is entitled to receive a quarterly dividend at a rate of $ 0.06 per share per annum and have a liquidation preference of $ 1 per share. Series C shares outstanding are convertible into common stock at the rate of 20 preferred shares to one share of common stock. As of March 31, 2022, the accrued dividends on the Series C Preferred Stock was $ 129 thousand. The Series C Preferred Stock has a liquidation value and conversion price of $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) and automatically converts into Common Stock at $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) in the event that the Company’s common stock has a closing price of $30 per share for 20 consecutive trading days . COMMON STOCK In October 2021, OMNIQ’ Board of Directors adopted an Equity Incentive Plan (the “Plan”), as an incentive to retain in the employ of and attract new employees, directors, officers, consultants, advisors and employees to the Company. Pursuant to the Plan, 1,118,856 shares of the Company’s common stock, par value $ 0.001 (the “Shares”), were set aside and reserved for issuance. The Plan approved by our stockholders at the December 2021, shareholders’ meeting. No shares were issued under the Plan in 2021. On February 25, 2022, the Company granted 792,500 stock options. These options were granted to employees as part of the Company’s Equity Incentive Plan. For the three months ending March 31, 2022, 163,050 in stock options and stock warrants were exercised in exchange for 98,805 shares of OMNIQ common stock. In December 2015, our Board of Directors approved the OMNIQ. Employee Stock Purchase Plan (the “ESPP”). For the three months ending March 31, 2022 employees purchased 1,662 shares or $ 8 thousand of common stock. NOTE 10 – LITIGATION The Company was named a defendant in a case involving a former employee who claims he is owed approximately $ 60 thousand in unpaid commissions. The Company’s intends to defend the case. This case was filed in the Superior Court of the State of California, County of San Diego on October 21, 2020. The company is not a party to any other pending material legal proceeding in which it is defending against any claims of material significance. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. To the knowledge of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s Common Stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding. NOTE 11 – SUBSEQUENT EVENTS On April 1, 2022, the Company closed on its acquisition of Dangot and exercised the remaining portion of its option to purchase 23.0 % of the capital stock, thereby making Dangot a fully owned subsidiary of the Company. The Company paid $ 3,518,000 to purchase the additional shares. The Company utilized its working capital and a combination of short and long term loans. F- 10 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “project”, “intend”, “foresee” and similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the expansion of product offerings geographically or through new marketing applications, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. In addition, even if our actual results are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results may not be indicative of results or developments in subsequent periods. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission (“SEC”), we are under no obligation to publicly update or revise any forward-looking statements after we file this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise. Investors, potential investors and other readers are urged to consider the above-mentioned factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results or performance. For a more detailed discussion of some of the foregoing risks and uncertainties, see Item 1A — “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 and Item 1A — “Risk Factors” in this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, as well as other reports and registration statements filed by us with the SEC. These factors should not be construed as exhaustive and should be read with other cautionary statements in this Quarterly Report on Form 10-Q and our other public filings. For more information about us and the announcements we make from time to time, visit our Internet website at www.omniq.com. Introduction We use patented and proprietary artificial intelligence (AI) technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic & parking management and access control applications. The technology and services we provide helps our clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. We offer end-to-end solutions that include hardware, software, communications, and full lifecycle management services. We are an established manufacturer and distributor of barcode labels, tags, and ribbons, as well as RFID labels and tags. Our highly tenured team of professionals has the knowledge and expertise to simplify the integration process for our customers, and our team delivers proven problem-solving solutions backed by numerous customer references. We offer comprehensive packaged and configurable software and we are a leading provider of best-in-class mobile and wireless equipment. 3 Our customers include government agencies and leading Fortune 500 companies from diverse sectors, including healthcare, food and beverage, manufacturing, retail, distribution, transportation and logistics, and oil, gas, and chemicals. The following is a discussion of our financial condition, results of operations, financial resources, and working capital. This discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements contained in this Form 10-Q. OVERVIEW The Company’s sales from operations for the three months ended March 31, 2022, were $26.3 million, an increase of approximately $6.6 million, or 33.3%, over the three months ended March 31, 2021. The loss from operations for the three months ended March 31, 2022, was $1.4 million, a decrease of $1.5 million compared with the loss in the three months ended March 31, 2021, of $2.9 million. Basic loss per share from continuing operations for the three months ended March 31, 2022, was ($0.34) versus ($0.70) per share for the same period in 2021. LIQUIDITY AND CAPITAL RESOURCES The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. The following are the principal conditions or events which potentially raise substantial doubt about the company’s ability to continue as a going concern: ● Balancing the need for operational cash with the need to add additional products ● Timely and cost-effective development of products ● Working capital deficit of $25 million as of March 31, 2022 ● Accumulated deficit of $73 million as of March 31, 2022 ● Multiple years of losses from operations ● Multiple years of negative cash flows from operations These facts and others have in the past raised concerns about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, which we have successfully accomplished to date. The following conditions, plans and actions are currently being implemented by management to address the Company’s conditions: ● The Company has common stock which is now traded publicly on the NASDAQ stock exchange. Accordingly, it is better able to successfully raise capital when needed. In addition, there are outstanding warrants from prior offerings that could be exercised depending upon the performance of our stock. ● The Company raised gross proceeds of $15 million from a private placement of its common stock in July 2021. ● The Company received financing for the acquisition of the last 23% of shares of Dangot at a loan to value rate of 85%. The Company also expects that Dangot’s cashflow will be able to service the debts associated with its acquisition without the need for cash from the rest of the group. See note 11. ● The acquisition of Dangot has added capabilities to the Company which have already transformed into significant new orders (so far approx. $1.3M) in the Parking segment. Management expects the collaboration and cross sales to contribute to improved revenues and margins. ● Management is evaluating operating expenses and is developing a plan to reduce expenditures without negatively impacting current operations. ● Management finalized an $8.5M line of credit from Western Alliance Bank. This line of credit will replaced the high interest Action Capital line of Credit ($6M) and settle the ScanSource debt $2.5M. Overall the effective interest rate of the new line of credit is approx. 7% compared to 12% with Action and 10% with ScanSource. ● As of March 31, 2022, the Company had approximately $7 million, in cash, which is sufficient cash to last 15 months at the current burn rate. According to our sensitivity analysis, the Company would have to miss it’s projection by over 17% to be at risk at the end of June 2023. ● Historical results - For over ten years, the Company’s audit opinion has contained an explanatory paragraph describing an uncertainty about the Company’s ability to continue as a going concern. The fact that the Company has a ten plus year plus history of continuing operations, in and of itself, demonstrates an ability to continue for a period of 12 months, post-issuance of each report. ● Blue Star - The Company’s total accounts payable due to Blue Star as of March 31, 2022 was approximately $33M. Blue Star is an unsecured creditor, financing a substantial amount of the Company’s supply chain demand. Blue Star continues selling to the Company with preferable credit terms. Blue Star has agreed to reduce the annual interest rate on invoices that are past due to just 5%. We anticipate, consistent with prior periods, Blue Star will continue to extend us such preferable payments terms in the foreseeable future. As an unsecured creditor of the Company, Blue Star has no incentive to force a liquidation. The Company has enjoyed a good mutual relationship for the past four years. Management believes that the aggregate impact of these plans is to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern within one year after the date financial statement issuance. 4 Results of Operations The following tables set forth certain selected unaudited condensed consolidated statement of operations data for the periods indicated in dollars. In addition, we note that the period-to-period comparison may not be indicative of future performance. Three months ended March 31, Variation In thousands 2022 2021 $ % Revenue $ 26,322 $ 19,751 $ 6,571 33.27 % Cost of Goods sold 20,194 17,115 3,079 17.99 % Gross Profit 6,128 2,636 3,492 132.50 % Operating Expenses 7,537 5,500 2,037 37.04 % Loss from operations (1,409 ) (2,864 ) 1,455 (50.80 )% Net loss (2,569 ) (3,343 ) 774 (23.14 )% Net Loss per common Share from continuing operations $ (0.34 ) $ (0.70 ) $ 0.36 (51.43 )% Revenues For the three months ended March 31, 2022 and 2021, the Company generated net revenues in the amount of $26.3 million and $19.8 million, respectively. The increase between the three-month periods was attributable to the additional sales channel’s provided by the acquisition of Dangot. Cost of Goods Sold For the three months ended March 31, 2022 and 2021, the Company recognized a total of $20.2 million and $17.1 million, respectively, of cost of goods sold. For the three months ended March 31, 2022 and 2021, cost of goods sold were 77% and 87% of net revenues, respectively. The 2022 decrease in cost of goods sold as a percentage of net revenue was attributable to discounts being granted during the Covid pandemic which are no longer being offered. Operating expenses Total operating expense for the three months ended March 31, 2022 and 2021 recognized was $7.5 million and $5.5 million, respectively, representing a 36.4% increase. The increases are related to the additional operations from Dangot. Research and Development – Research and development expenses for the three months ended March 31, 2022 and 2021 totaled $523 thousand and $494 thousand, respectively, representing a 5.8% increase. The increases are primarily attributed to expanding our range of solutions offered and development of our AI proprietary products. Selling, general and Administrative – Selling, general and administrative expenses for the three months ended March 31, 2022 and 2021 totaled $6.5 million and $4.4 million, respectively, representing a 45.9% increase. The increase was due primarily to increased number of employees and operating activities from the acquisition of Dangot. Depreciation – Depreciation expenses for the three months ended March 31, 2022 and 2021 totaled $93 thousand and $43 thousand, respectively, representing a 115% increase. The increase is directly increased by the acquisition of additional fixed assets. Intangible amortization – Intangible amortization expenses for the three months ended March 31, 2022 and 2021 totaled $445 thousand and $525 thousand, respectively. The decrease is due to diminishing life of intangibles. Other income and expenses Interest Expense – Interest expense for the three months ended March 31, 2022 totaled $812 thousand, as compared to $589 thousand for the three months ended March 31, 2021. The increase is primarily attributable to additional lines of credit. 5 Inflation The Company’s results of operations have not been affected by inflation and management does not expect inflation to have a material impact on its operations in the future. Off- Balance Sheet Arrangements The Company currently does not have any off-balance sheet arrangements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES The Company’s management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e)) as of March 31, 2022, the end of the period covered by this Quarterly Report on Form 10-Q. 6 Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer (Principal Financial and Accounting Officer) concluded that, as of March 31, 2022, our disclosure controls and procedures were ineffective as of the end of the period covered to ensure that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to the Company’s management, including its principal executive officer and its principal financial officer, as appropriate to allow timely decisions regarding required disclosure. This was due to the following material weaknesses which are indicative of many small companies with limited staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of accounting principles generally accepted in the United States of America and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer, and our Principal Financial and Accounting Officer, to allow timely decisions regarding required disclosure. During 2021, we identified material weaknesses in our internal control over financial reporting, which were disclosed in our annual report on Form 10-K filed with the SEC on March 31, 2022. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company was named a defendant in a case involving a former employee who claims he is owed approximately $60 thousand in unpaid commissions. The Company intends to defend the case. This case was filed in the Superior Court of the State of California, County of San Diego on October 21, 2020. ITEM 1A. RISK FACTORS Not applicable. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. None. 7 ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION. None. WHERE YOU CAN FIND ADDITIONAL INFORMATION We have filed with the Securities and Exchange Commission this Form 10-Q, including exhibits. You may read and copy all or any portion of the registration statement or any reports, statements or other information in the files at SEC’s Public Reference Room located at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You can request copies of these documents upon payment of a duplicating fee by writing to the Commission. You may call the Commission at 1-800-SEC-0330 for further information on the operation of its public reference room. Our filings, including the registration statement, will also be available to you on the website maintained by the Commission at http://www.sec.gov. We intend to furnish our stockholders with annual reports which will be filed electronically with the SEC containing consolidated financial statements audited by our independent auditors, and to make available to our stockholders quarterly reports for the first three quarters of each year containing unaudited interim consolidated financial statements. Our website is located at http://www.omniq.com. The Company’s website and the information to be contained on that site, or connected to that site, is not part of or incorporated by reference into this filing. 8 SIGNATURES 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 thereunto duly authorized. Date: May 16, 2022 OMNIQ CORP. By: /s/ Shai Lustgarten Shai Lustgarten President and Chief Executive Officer 9 EXHIBIT INDEX 10.1 Share purchase Agreement dated May 3, 2021, by and between OMNIQ Corp, OMNIQ Technologies Ltd. and Haim Dangot. (incorporated by reference to the Current Report on Form 8-k filed with the SEC on May 6, 2021) 10.2 Conversion Agreement dated May 3, 2021 by and between OMNIQ Corp. and Jason Griffith (incorporated by reference to the current Report on Form 8-k filed with the SEC on May 6, 2021) 31.1 Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 10