What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-08-15 · 108 added, 102 removed, 349 unchanged (38% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

( UNAUDITED )

(In thousands, except share and per share data)

June 30, 2022

September 30, 2022

December 31, 2021

11 unchanged sentences

Right of use lease asset

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

38 unchanged sentences

For the three months

For the six months

ending June 30,

For the nine months

ending September 30,

(In thousands, except share and per share data)

1 unchanged sentence

Cost of goods sold

Operating expenses

16 unchanged sentences

Dividends attributable to non-common stockholders’ of OmniQ Corp

Net loss attributable to common stockholders

Net (loss) per share - basic attributable to common stockholders’ of OmniQ Corp

Net loss less non-common stockholder dividends

Net income after non-common stockholder dividends attributable to noncontrolling interest

Net loss attributable to common stockholders of OmniQ Corp

Net (loss) per share - basic attributable to common stockerholders’ of OmniQ Corp

Weighted average number of common shares outstanding - basic

9 unchanged sentences

ESPP stock issuance

ESPP stock issuance, shares

Stock-based compensation – options, warrants, issuances

1 unchanged sentence

Exercise of stock options and warrants

Conversion of Equity

Conversion of Equity, shares

Conversion of Debt

Conversion of Debt, shares

Cumulative translation adjustment

10 unchanged sentences

Balance, June 30, 2021

Balance, December 31, 2021

Dividend on class C shares

ESPP stock issuance

Stock-based compensation – options, warrants, issuances

Exercise of stock options and warrants

Stock and warrant issuances, net of issuance costs

Stock and warrant issuance for acquisition

Cumulative translation adjustment

Dangot acquisition

Post acquisition adjustment

Net (loss) income

Balance, September 30, 2021

Balance, December 31, 2021

ESPP stock issuance

Stock and warrant issued for services

11 unchanged sentences

Balance, June 30, 2022

accompanying unaudited notes should be read in conjunction with these condensed unaudited consolidated financial

CONSOLIDATED STATEMENTS OF CASH FLOW

the six months ended June 30,

ESPP stock issuance

Exercise of stock options and warrants

Stock-based compensation – options, warrants, issuances

Stock and warrants issued for services

Cumulative translation adjustment

Net (loss) income

Balance, September 30, 2022

accompanying unaudited notes should be read in conjunction with these condensed unaudited consolidated financial statements.

STATEMENTS OF CASH FLOWS

the nine months ended September 30,

(In thousands)

8 unchanged sentences

Prepaid expenses

Contract Asset

Accounts payable and accrued liabilities

4 unchanged sentences

Other liabilities

Net cash provided by operating activities

Net cash used in operating activities

Cash flows from investing activities

Payment for additional ownership in subsidiary

Payment for acquisition, net of cash acquired

Purchase of property and equipment

Proceeds from sale of other assets

Net cash provided by (used in) investing activities

Net cash used in investing activities

Cash flows from financing activities

Proceeds from private placement

Proceeds from ESPP stock issuance

3 unchanged sentences

Proceeds from the issuance of notes/loans payable

Change in line of credit

Net cash used in financing activities

Proceeds from draw on line of credit

Net cash provided by financing activities

Net change in cash and cash equivalents

3 unchanged sentences

Non-cash activities:

Warrants/stock issued for services

Stock issued for services

Declared dividends payable

Net assets acquired in business combination

Stock options and warrants issued

Right of use asset acquired in exchange for lease liability

Supplemental disclosure of cash flow information:

23 unchanged sentences

10-K for the year ended December 31, 2021.

During six-month period ended June 30, 2022, there were no significant changes to those accounting

During nine-month period ended September 30, 2022, there were no significant changes to those

accounting policies.

Loss Per Common Share

5 unchanged sentences

The weighted-average number of common shares outstanding for computing basic

EPS for the six-months ended June 30, 2022, and 2021 were 7,545,190 and 4,816,718 , 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.

EPS for the nine-months ended September 30, 2022, and 2021 were 7,558,311 and 5,971,440 , 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 anti-dilutive.

following table sets forth the potentially dilutive securities excluded from the computation of diluted net loss per share because such

2 unchanged sentences

OF EARNINGS PER SHARE

June 30, 2022

June 30, 2021

September 30,

Options to purchase common stock

Convertible preferred stock

Warrants to purchase common stock

6 unchanged sentences

and cost-effective development of products

capital deficit of $ 31 million as of June 30, 2022

deficit of $ 76 million as of June 30, 2022

years of losses from operations

capital deficit of $ 32 million as of September 30, 2022

deficit of $ 80 million as of September 30, 2022

years of net losses from operations

years of negative cash flows from operations

23 unchanged sentences

7% compared to 12% with Action and 10% with ScanSource .

of June 30, 2022, the Company had approximately $ 3 million, in cash.

of September 30, 2022, the Company had approximately $ 3.8 million, in cash.

results - For over ten years, the Company’s audit opinion has contained an explanatory paragraph describing an uncertainty

2 unchanged sentences

operations, in and of itself, demonstrates an ability to continue for a period of 12 months, post-issuance of each report.

Star - The Company’s total accounts payable due to Blue Star as of June 30, 2022 was approximately $ 35 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.

Star - The Company’s total accounts payable due to Blue Star as of September 30, 2022 was approximately $ 35 M.

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

We anticipate,

consistent with prior periods, Blue Star will continue to extend us such preferable payments terms in the foreseeable future.

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.

We anticipate, consistent with prior periods, Blue Star will continue to extend us such preferable payments terms in the foreseeable

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.

believes that the aggregate impact of these plans is to mitigate the conditions raising substantial doubt about the Company’s ability

1 unchanged sentence

3 – CONCENTRATIONS

the six-months ended June 30, 2022 and the year ended December 31, 2021, two customers accounted for 17 % and two customer accounted for

23 %, respectively, of the Company’s consolidated revenues.

receivable at June 30, 2022 and December 31, 2021 are made up of trade receivables due from customers in the ordinary course of business.

One customers made up 16 % of the accounts receivable balance at June 30, 2022 and one customer represented 17 % of the balance of accounts

receivable at December 31, 2021.

the six months ended June 30, 2022 and the year ended December 31, 2021 one vendor made up 69 % and 65 %, respectively, of our purchases.

the nine-months ended September 30, 2022 there were no customers concentrations to disclose, and for the year ended December 31,

2021, there were two customer accounted for 23 %

of the Company’s consolidated revenues.

receivable at September 30, 2022 and December 31, 2021 are made up of trade receivables due from customers in the ordinary course of

Two customers made up 44.3 % of the accounts receivable balance at September 30, 2022 and one customer represented 17 % of the

balance of accounts receivable at December 31, 2021.

the nine months ended September 30, 2022 and the year ended December 31, 2021 one vendor made up 65 % and 65 %, respectively, of our purchases.

4 – BUSINESS ACQUISITION

6 unchanged sentences

thousand and (b) cash in the amount of $ 5,058 thousand and $ 600 thousand payable to owner.

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.

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.

April 1, 2022, the Company closed on its acquisition of Dangot and exercised the remaining portion of its option to purchase 23.0 % of

2 unchanged sentences

The Company utilized its working capital and a combination of short and long term loans.

following proforma unaudited revenue and earnings as if the acquisition had been included in the consolidated results of the company

for the six months ended June 30, 2021.

SCHEDULE OF ACQUISITIONS UNAUDITED REVENUE

(in thousands/unaudited)

Net income (loss)

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.

the acquisition the amounts included in the consolidated statement of comprehensive income from Dangot Computers Ltd.

for the six months

ended June 30, 2022, was $ 21.7 million in revenue and $ 25 thousand in net loss.

5 – CREDIT FACILITIES AND LINE OF CREDIT

7 unchanged sentences

purchased in a reserve account.

During the six months ended June 30, 2022 we had a net borrowing of an additional $ 1.3 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.

During the nine months ended September 30, 2022 we had a net borrowing of an additional $ 1.8 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.

8 unchanged sentences

SCHEDULE OF NOTES PAYABLE, RELATED PARTIES

June 30, 2022

September 30, 2022

December 31, 2021

9 unchanged sentences

beginning in October 2018.

Accrued interest payable as of June 30, 2022, was $ 70 thousand.

Accrued interest payable as of September 30, 2022, was $ 71 thousand.

Accrued interest is payable at maturity.

4 unchanged sentences

thousand beginning in October 2018.

maturities of related party notes payable as of June 30, 2022, are as follows:

maturities of related party notes payable as of September 30, 2022, are as follows:

SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES

2 unchanged sentences

(In thousands)

June 30, 2022

December 31, 2021

September 30,

Note Payable- Supplier

19 unchanged sentences

is secured by shares of Dangot Computers, Ltd.

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

The note accrues interest at 4.7 %

per annum and is payable in 8

installments of principal and interest over 4

The note is secured by shares of Dangot Computers, Ltd.

the year ended December 31, 2021, the Company entered into five lines of credit totaling NIS 17.5 million, as of June 30, 2022 the

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 7 % per annum and is payable in 8 installments of principal and interest over 4 years .

note is secured by shares of Dangot Computers, Ltd.

the year ended December 31, 2021, the Company entered into five lines of credit totaling NIS 17.5 million, as of September 30, 2022 the

outstanding balance was NIS 17.5 million, approximately $ 4.9 million.

2 unchanged sentences

The loan accrues interest at 7.5 % per annum and is secured by the vehicles.

As of June 30, 2022, the remaining balance was NIS 342 thousand, which was approximately $ 98 thousand.

As of September 30, 2022, the remaining balance was NIS 231 thousand, which was approximately $ 65 thousand.

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

5 unchanged sentences

(In thousands)

June 30, 2022

December 31, 2021

September 30,

Other vendor payable

4 unchanged sentences

9 – STOCKHOLDERS’ EQUITY

of June 30, 2022, there were 2,000,000 Series A preferred shares designated and no Series A preferred shares outstanding.

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 .

of June 30, 2022, there was 1 preferred share designated and no preferred shares outstanding.

of June 30, there were 3,000,000 Series C Preferred Shares (“Series C”) authorized with 544,500 issued and outstanding.

Series C shares have preferential rights above common shares and the Series B Preferred Shares and is entitled to receive a quarterly

of September 30, 2022, there were 2,000,000 Series A preferred shares designated and no Series A preferred shares outstanding.

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 .

of September 30, 2022, there was 1 preferred share designated and no preferred shares outstanding.

of September 30, 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.

1 unchanged sentence

into common stock at the rate of 20 preferred shares to one share of common stock.

As of June 30, 2022, the accrued dividends on the

Series C Preferred Stock was $ 137 thousand.

As of September 30, 2022, the accrued dividends on

the Series C Preferred Stock was $ 71 thousand.

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

11 unchanged sentences

Equity Incentive Plan.

the six months ending June 30, 2022, $ 128 thousand in stock options and stock warrants were exercised in exchange for 116,805 shares

the nine months ending September 30, 2022, $ 147 thousand in stock options and stock warrants were exercised in exchange for 128,221 shares

of OMNIQ common stock.

1 unchanged sentence

Employee Stock Purchase Plan (the “ESPP”).

For the six months ending

June 30, 2022 employees purchased 3,456 shares or $ 18 thousand of common stock.

On June 15, 2022 our Board of Directors approved issuing 20,000 shares

as part of a consulting agreement.

For the nine months

ending September 30, 2022 employees purchased 4,989 shares or $ 27 thousand of common stock.

June 15, 2022 our Board of Directors approved issuing 20,000 shares as part of a consulting agreement.

The shares were valued at $ 109

June 15, 2022 our Board of Directors granted 30,000 warrants as part of a consulting agreement.

The shares were valued at $ 176 thousand.

June 15, 2022 our Board of Directors granted 30,000 stock options as part of a consulting agreement.

The shares were valued at $ 173 thousand.

August 8, 2022 our Board of Directors approved issuing 80,000 shares as compensation for executives valued at $ 670 thousand.

As of September

30, 2022 the shares have not been issued.

August 8, 2022 our Board of Directors approved issuing 40,000 warrants as part of a consulting agreement valued at $ 209 thousand.

10 – LITIGATION

9 unchanged sentences

11 – SUBSEQUENT EVENTS

August 8, 2022, the Company approved certain grants under the Company’s 2021 Equity Incentive Plan.

The Compensation Committee

approved a grant of 10,000 shares of Common Stock and warrants to purchase 40,000 shares of Common Stock at the market closing price

on the day before the grant, vesting equally over eight quarters to Campbeltown Consulting Ltd., a related party and principal stockholder.

Company also approved the grant of 40,000 shares of Common Stock to the Company’s CEO Shai Lustgarten, and 20,000 shares to its

CFO, Neev Nissenson.

These shares were issued to replace the grant of certain Restricted Stock Units issued in February 2022 which were

These grants were initially considered and approved by the Company’s Compensation Committee.

October 23, 2022, the Company granted 19,000 stock options valued at $ 91 thousand to certain employees under the Company’s 2021

Equity Incentive Plan.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements