What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-31 compared with 2022-03-31 · 39 added, 77 removed, 29 unchanged (80% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

November 2019, the Company filed an amendment to its Certificate of Incorporation, as amended, with the Secretary of State of Delaware,

pursuant to which we i) changed our name from Quest Solution, Inc.

to OMNIQ Corp.

and ii) effected a reverse split of its common stock

at a ratio of one (1) for twenty (20), effective November 20, 2019 (the “Reverse Split”).

All discussions of the Company’s

securities, in this Annual Report Form 10k, reflect the consolidation of shares as a result of the Reverse Split.

October 8, 2021 the Company’s common stock became available on The Nasdaq Stock Market LLC

7 unchanged sentences

in the near future.

Year Ended December 31, 2020:

Quarter Ended March 31, 2020

Quarter Ended June 30, 2020

Quarter Ended September 30, 2020

Quarter Ended December 31, 2020

Year Ended December 31, 2021:

Quarter Ended March 31, 2021

Quarter Ended June 30, 2021

Quarter Ended September 30, 2021

Quarter Ended December 31, 2021

Fiscal Year Ended December 31, 2021:

Fiscal Quarter Ended March 31, 2021

Fiscal Quarter Ended June 30, 2021

Fiscal Quarter Ended September 30, 2021

Fiscal Quarter Ended December 31, 2021

Fiscal Year Ended December 31, 2022:

Fiscal Quarter Ended March 31, 2022

Fiscal Quarter Ended June 30, 2022

Fiscal Quarter Ended September 30, 2022

Fiscal Quarter Ended December 30, 2022

Compensation Plan Information

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)

compensation plans approved by security holders

October 2021, OMNIQ’s Board of Directors adopted an Equity Incentive Plan (the “Plan”), as an incentive to provide

long-term incentives and rewards to directors, officers, consultants, advisors and employees of the Company and its subsidiaries in

order to assist the Company to attract and retain individuals with experience and/or ability on a basis competitive with industry

practices and to associate the interest of these individuals with those of the Company’s shareholders by providing for the

issuance of stock-based awards.

The total number of shares of Common Stock authorized for issuance under the Plan is 1,118,856

August 2020, OMNIQ’s 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,

one million (1,000,000) shares of OMNIQ’s common stock, par value $0.001 (the “Shares”), were set aside and reserved

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)

Equity compensation plans approved by security holders

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 was approved by our stockholders at the September 2020, shareholders’ meeting.

For the year ending December

31, 2020, we issued 336,146 shares ($1.6 million) to consultants and advisors for services rendered.

No shares were issued in 2021

September 2020 and pursuant to the 2020 Equity Incentive Plan, we granted options to purchase an aggregate of 745,000 shares of the Company’s

common stock to certain of our employees, officers and directors.

Included in the total shares granted are options to purchase 230,000

shares of its common stock to Mr.

Shai Lustgarten, our Chief Executive Officer, options to purchase 40,000 shares of its common stock

Neev Nissenson, our Chief Financial Officer, options to purchase 150,000 shares of its common stock to Mr.

a consultant and principal stockholder, and options to purchase 10,000 shares of its common stock to our Directors Andy MacMillan and

Yaron Shalem, respectively.

The remaining 305,000 granted options are for other employees and consultants.

The exercise price of the

options granted was $4.40 per share, which was the closing price of the Company’s common stock on September 29, 2020, the day prior

to the grant, except for the options granted to Shai Lustgarten and Carlos J.

Nissensohn, which have an exercise price of $4.84 per share.

The options granted to Shai Lustgarten and Carlos J.

Nissensohn have a term of five (5) years and the balance of the options have a term

of ten (10) years.

January 23, 2019, the Company received shareholder approval to adopt its 2018 Equity Incentive Plan.

The Plan was 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.

On October 23, 2022 19,000 stock options were granted to employees as part of the

Company’s Equity Incentive Plan.

and other Distributions

8 unchanged sentences

Accrued but unpaid dividends do not bear interest.

Pursuant to the settlement agreements made certain shareholders in February

2018, in which over $15 million in debt was extinguished, the shares of Series C Preferred Stock issued in exchange, totaling 1,685,000

shares, will not pay and will not accrue dividends for a 24-month period, or any time prior to March 1, 2020.

the time of acquisition of Dangot Computers Ltd certain dividend payables were owed to non-controlling interests.

4 unchanged sentences

Stock Purchase Program valued at approximately $37 thousand.

February 15, 2021, the Company issued 25,000 shares to Orion 4, LLC as part of a consulting agreement.

the year ended December 31, 2022, $147 thousand in stock options and stock warrants were exercised in exchange for 128,221 shares of

OMNIQ 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

May 4, 2021, the Company issued 95,424 shares as part of a series of conversion agreements with a former noteholder and preferred shareholder.

The shares were valued at $859 thousand including conversion penalties.

July 8, 2021, the Company issued 220,103 shares in connection with the acquisition of Dangot Computers.

The shares were valued at approximately

July 8, 2021, the Company entered into a form of Securities Purchase Agreement (the “Securities Purchase Agreement”) with

accredited investors.

Pursuant to the Securities Purchase Agreement, on July 8, 2021 (the Closing Date”), the Company sold an aggregate

gross proceeds of $15 million of units (the “Units”) before deducting placement agent fees, consultant and legal fees and

other offering expenses (the “Offering”).

The per Unit purchase price was $7.00.

Unit is comprised of one share of the Company’s common stock, $0.001 par value per share.

As a result of the Offering, the Company

issued 2,142,857 shares of common Stock (the “Shares”) and warrants (the “Warrants”) to purchase 171,429 shares

of Common Stock (the “Warrant Shares”) at an exercise price equal to $7.70 per Warrant Share, which Warrants are exercisable

for a period of five years from the issuance date.

October 13, 2021, the Company issued 10,127 shares as part of a series of conversion agreements with a former noteholder and preferred

The shares were valued at less than $100 thousand including conversion penalties.

2021, various holders exercised options and warrants resulting in the issuance of 77,677 shares valued at $436 thousand

2021, various holders exercised in cashless transactions options and warrants resulting in the issuance of 201,429 shares valued at $1,269

SELECTED FINANCIAL DATA

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.

issued on October 11, 2022.

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

On November 11, 2022 our Board of Directors approved

issuing 20,000 shares as part of employment agreements valued at $101 thousand.

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-K

Item 5. Market for Registrant’s Common Equity