OMNIQ Corp. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information On October 8, 2021 the Company’s common stock became available on The Nasdaq Stock Market LLC under the symbol “OMQS”. Before then, shares of OMNIQ’s common stock were not traded on an established market. OMNIQ’s common stock was traded through broker/dealers and in private transactions, and quotations reported on the OTCQB under the symbol “OMQS”. OTCQB quotations reflected interdealer prices, without mark-up, mark-down or commission and may not represent actual transactions. No dividends have been declared or paid on OMNIQ’s common stock and none are likely to be declared or paid in the near future. Common Stock High Low Fiscal Year Ended December 31, 2021: Fiscal Quarter Ended March 31, 2021 $ 10.25 $ 4.16 Fiscal Quarter Ended June 30, 2021 $ 12.00 $ 7.01 Fiscal Quarter Ended September 30, 2021 $ 16.00 $ 7.10 Fiscal Quarter Ended December 31, 2021 $ 10.88 $ 6.01 Fiscal Year Ended December 31, 2022: Fiscal Quarter Ended March 31, 2022 $ 7.05 $ 4.35 Fiscal Quarter Ended June 30, 2022 $ 7.32 $ 5.13 Fiscal Quarter Ended September 30, 2022 $ 8.75 $ 5.27 Fiscal Quarter Ended December 30, 2022 $ 6.38 $ 4.13 Equity Compensation Plan Information 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) (a) (b) (c) Equity compensation plans approved by security holders 3,672,317 $ 5.94 646,856 9 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 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. Dividends and other Distributions OMNIQ has never declared or paid any cash dividends on its common stock. The Company currently plans to retain future earnings to finance growth and development of its business and does not anticipate paying any cash dividends in the foreseeable future. OMNIQ may incur indebtedness in the future which may prohibit or effectively restrict the payment of dividends, although the Company has no current plans to do so. Any future determination to pay cash dividends will be at the discretion of OMNIQ’s Board of Directors. The Company’s Series C Preferred Stock pays a 6% dividend, but the Company has been unable to make such dividend payments and so those dividends are accrued quarterly. Accrued but unpaid dividends do not bear interest. At the time of acquisition of Dangot Computers Ltd certain dividend payables were owed to non-controlling interests. These liabilities were assumed by OMNIQ and during the year ended December 31, 2021 Dangot Computers Ltd paid $306 thousand to those non-controlling interests. Recent Sales of Unregistered Securities During 2022, the Company issued an aggregate of 7,025 shares of common stock to certain individuals as part of the Company’s Employee Stock Purchase Program valued at approximately $37 thousand. For 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. On June 15, 2022 our Board of Directors approved issuing 20,000 shares as part of a consulting agreement. The shares were valued at $109 thousand. On June 15, 2022 our Board of Directors granted 30,000 warrants as part of a consulting agreement. The shares were valued at $176 thousand. On 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. On August 8, 2022 our Board of Directors approved issuing 80,000 shares as compensation for executives valued at $670 thousand. Shared were issued on October 11, 2022. On 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. ITEM 6. [RESERVED] Reserved. 10