What changed in this filing

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Item 1. Business

2024-04-01 compared with 2023-03-31 · 165 added, 155 removed, 69 unchanged (82% of the section changed)

Corp., a Delaware corporation, formerly Quest Solution, Inc., together with its wholly owned and majority owned subsidiaries,

referred to herein as “we”, “us”, “our,” “OMNIQ,” or the “Company,” was

incorporated in 1973.

Corp., a Delaware corporation, formerly Quest Solution, Inc., together with its wholly owned and majority owned subsidiaries, referred

to herein as “we”, “us”, “our,” “OMNIQ,” or the “Company,” was incorporated

Since its incorporation, the Company has been involved in various lines of business.

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for supply chain management, homeland security, public safety, traffic & parking management, and access control applications.

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.

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.

We provide printing solutions, credit

card terminals, automatic kiosks and point of care units.

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.

principal solutions include hardware, software, communications, and automated management services.

We are an established distributor

of barcode labels, tags, and ribbons, as well as RFID labels and tags.

We provide printing solutions, credit card terminals, automatic

kiosks and point-of-care units.

We also offer technical service and support.

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.

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.

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.

Since 2014, our annual consolidated revenues

have grown to more than $100 million with clients in more than 40 countries.

We currently address several billion-dollar markets with

double-digit growth, including the Global Safe City market, forecasted to grow to $29.6 billion, and the Ticketless Safe Parking

market, forecasted to grow to $5.2 billion by 2023.

strategy is to focus on operational excellence and cost reduction, addressing the balance sheet debt and putting together a business

plan that is based on revenue growth and technological leadership.

We intend to continue to identify synergies within the Company to

offer a more complete line of products, services and technological solutions to customers throughout the United States and Israel.

the market in which OMNIQ operates is undergoing consolidation and OMNIQ has started identifying strategic companies in the data collection,

big data analytics and mobile systems integration market, as well as other complementary technologies for potential future acquisition

in order to become the leading specialty integrator within our served markets.

manufacturing, retail, distribution, and transportation and logistics.

Since 2014, our annual consolidated revenues have grown to more

than $80 million with clients in more than 40 countries.

We currently engage with several billion-dollar markets with double-digit growth,

including the Global Safe City market and the Ticketless Safe Parking market.

November 21, 2023, we received a notice (the “Notice”) from the staff of the Listing Qualifications Department (the “Staff”)

of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we were not in compliance with Nasdaq Listing Rule 5550(a)(2)

because we failed to maintain a minimum bid price of $1.00 over the previous 32 consecutive business days dated October 6, 2023 to November

The Nasdaq rules provide us with a compliance period of 180 calendar days in which to regain compliance.

If at any time during

this 180-day period the closing bid price of our security is at least $1 for a minimum of ten consecutive business days, the Staff will

provide written confirmation of compliance and this matter will be closed.

If we choose to implement a reverse stock split, it must be

completed no later than ten business days prior to the expiration of 180 calendar day compliance period, which is May 10, 2024, to regain

the event we do not regain compliance, we may be eligible for additional time.

To qualify, we will be required to meet the continued

listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, apart from the bid price

requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by

effecting a reverse stock split, if necessary.

If the Company meets these requirements, the Staff will inform the Company that it has

been granted an additional 180 calendar days.

However, if it appears to Staff that the Company will not be able to cure the deficiency,

or if the Company is otherwise not eligible, the Staff will provide notice that its securities will be subject to delisting.

January 5, 2024, we received another notice from the Nasdaq Staff notifying us that we were not in compliance with Nasdaq Listing Rule

5620(a) because we failed to hold an annual meeting within one year following the last fiscal year.

The Nasdaq rules provide us with

a compliance period of 45 calendar days to submit a plan to regain compliance.

If Nasdaq accepts the plan, Nasdaq can grant an extension

until June 28, 2024, to regain compliance.

We scheduled the annual stockholders’ meeting,

to be held on April 8, 2024.

The Company intends to submit a plan of compliance with the 45-day period.

August 9, 2023, we had received a notice from the Nasdaq Staff notifying us that in accordance with Nasdaq Listing Rule 5550(b)(2), the

Company had a market value of listed securities below the minimum $35,000,000 required for continued listing for the previous 30 consecutive

trading days.

Therefore, in accordance with Listing Rule 5810(c)(3)(C), we were provided 180 calendar days, or until February 5, 2024

to regain compliance.

February 8, 2024, we received a new notice from the Nasdaq Staff that we had not regained compliance with Nasdaq Listing Rule 5550(b)(2),

and thus, unless we request an appeal of this determination from the Staff, our common stock will be suspended at the opening of business

on February 20, 2024, removing our securities from listing and registration on Nasdaq.

In accordance with the Nasdaq Listing Rule 5800

Series, we could appeal the Staff’s determination to the hearings panel (the “Hearings Panel”), which may stay the

suspension of the Company’s securities pending the Hearings Panels decision.

We filed an appeal with the Hearings Panel on February

14, 2024, and paid the $20,000 fee for a hearing in accordance with Nasdaq Rules.

plan is to focus on operational excellence and cost reduction, addressing the balance sheet debt and putting together a business plan

that is based on revenue growth and technological leadership.

We intend to continue to identify synergies within the Company to offer

a more complete line of products, services, and technological solutions to customers throughout the world.

Furthermore, the markets in

which OMNIQ operates are undergoing consolidation, and OMNIQ continues to identify strategic companies in data collection, mobile systems,

integrations, and other complementary technologies for potential future acquisition in order to become the leading specialty integrator

within our served markets.

are a provider of products and solutions to two main markets:

supply chain management and smart/safe city.

We have expanded our product

solutions, which are based on artificial intelligence and machine learning algorithms, offering computer vision applications.

offerings have established us as an innovative and technological company, and we are able to offer our Fortune 1000 customers an end-to-end

We are a pioneer in providing cutting-edge technology solutions to the markets we serve.

a world-wide systems integrator, we focus on design, delivery, deployment and support of fully integrated mobile and automatic identification

data collection solutions.

We use unique computer vision technology and additional identification technologies in its solutions.

manufacture and distribute labels, tags, ribbons and RFID identification tags.

We provide printing solutions, credit card terminals,

automatic kiosks and point of care units.

We also offer customers technical service and support.

We take a consultative approach by offering

end-to-end solutions that include software, algorithm, hardware, service contracts, communications and full lifecycle management services.

supply chain management and safe city.

We have expanded our product solutions,

which are based on artificial intelligence and machine-learning algorithms, offering computer-vision applications.

Our product offerings

have established us as an innovative and technological company.

We are a pioneer in providing cutting-edge technology solutions to the

markets we serve.

simplify the integration process because of our experienced team of professionals.

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customer references.

We offer comprehensive packaged and configurable software, some of which we developed, and some is sourced from

third parties.

We are a leading providing of bar-code labels and ribbons (media).

We provide consultative services to companies to select,

design and manufacture the right label for their product offering.

Once a company purchases our product, sales generally recur on a regular

We offer comprehensive packaged and configurable software.

Our software offering is a mix of internally developed

and third-party software.

ground-breaking AI-based vision solutions are currently in use for sensitive Homeland Security anti-terror projects and automated parking

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experienced team of consulting and integration professionals guide companies through the entire development and deployment process, from

selecting technology, to the successful company-wide rollout of a customized solution that fits a company’s unique requirements.

After performing a thorough technical evaluation of the client’s current operations and specific operational problems, our team

determines the optimal hardware and software solutions to optimize the client’s operational workflow.

We deliver ongoing services

provided throughout the deployment process and throughout the entire product life cycle.

We also deliver full installation services for

all mobile data-collection computers, automatic kiosks, points of care and printing equipment including full staging and kitting of the

have been successful in delivering mission-critical mobile-computing and data-collection solutions to Fortune 1000 companies for over

The requirements and needs of our customers continue to evolve as they require new mobile and wireless technologies and

services to make their business more competitive and profitable.

The result is a continuous flow of opportunities for us to assist customers

to evaluate, choose, implement, and support the right mobile and data collection solutions.

As we focus on what we do best, we believe

that there is more than adequate market size, growth, and opportunity available to the Company to succeed.

to the solutions offered by the Company is a full suite of configurable packaged software solutions that were internally developed and

provide customers with unique solutions with significant business Return on Investment (“ROI”), including:

Software designed to increase productivity in the field.

Remote workers increasingly demand rapid access to real-time

information and up-to-date data to facilitate and streamline their job functions in the field—our Order Entry Software is the answer.

Adds intelligence to aging order entry system to maximize profits.

selecting technology, to the successful company-wide rollout of a customized solution that fits their unique requirements.

After performing

a thorough technical evaluation of the customer’s current operations and specific operational problems, our team determines the

best hardware and software solutions to optimize the customer’s operational workflow.

We deliver ongoing services provided throughout

the deployment process and the entire product life cycle.

We also deliver full installation services for all mobile data-collection computers,

automatic kiosks, point of care, and printing equipment including full staging and kitting of the equipment.

have been successful in delivering mission-critical mobile-computing and data-collection solutions to customers from small businesses

to Fortune 500 companies.

The requirements and needs of our customers continue to evolve as they require new mobile and wireless technologies

and services to make their business more competitive and profitable.

The result is a continuous flow of opportunities for us to assist

customers to evaluate, choose, implement, and support the right mobile and data collection solutions.

As we focus on what we do best,

we believe that there is more than adequate market size, growth, and opportunity available to the Company to succeed.

Company offers a full suite of configurable packaged software solutions that provide customers with unique solutions with significant

business Return on Investment (“ROI”), including:

Increases productivity in the field.

Remote workers increasingly demand rapid access to real-time information and up-to-date

data to facilitate and streamline their job functions in the field—our Order Entry Software is the answer.

Adds intelligence to legacy order entry system to maximize profits.

The hand-held industry is a vital link in

getting remote orders from the field to corporate.

Our Intelligent Order Entry Software adds this capability to aging order entry systems.

Track Device Deployment.

iTrack, an Internet Tracking System, is a management tool that tracks the deployment of hardware

devices in the field and their repair history.

Our Intelligent Order Entry Software adds this capability to legacy order entry systems.

Enhances efficiency in distribution and manufacturing environments.

The warehouse is a collection of applications for

portable devices that extend the power of the existing system out to the warehouse floor and dock doors.

The warehouse is a collection of applications for portable

devices that extend the power of the existing system out to the warehouse floor and dock doors.

Enhances document delivery performance.

We offer proof-of-delivery capabilities as part of its Mobility Suite

We offer proof-of-delivery capabilities as part of our Mobility Suite

that gives companies an edge over competitors by improving customer service.

Extends business beyond four walls.

WTMiP provides the link between corporate and the mobile worker.

WTMiP servers allow files

and data to seamlessly synchronize between the corporate host and laptops, handheld devices, and Windows CE or Windows Mobile devices.

Easy order on-line purchasing portal.

Our Easy Order Solution offers companies a customized portal that streamlines

and simplifies ordering by providing clients with their own unique private on-line store.

(Quest Total Solutions as a Service ) :

QTSaaS is a complete mobile services offering that includes hardware, software, services,

and wireless data in a bundled subscription payment offering over a period of time.

Our partnership with Hyperion Partners LLC and wireless

carriers allows us to offer mobility solutions to our customers on platforms that extend the market into new mobile applications that

previously were not being automated.

Provides mobility solutions.

QTSaaS is a complete mobile-services offering that

includes hardware, software, and wireless data in a bundled subscription payment offering over a period of time.

Our partnership with

wireless carriers allows us to offer mobility solutions to our customers on platforms that extend the market into new mobile applications

that previously were not being automated.

and Label Business:

Repeatable easy order online purchasing portal.

The largest segment of data collection opportunity for

us is the barcode label market providing ongoing and repeatable purchasing business.

We intend to continue in the label business in the

United States of America to drive business growth and increased margins.

Provides recurring revenue from consumable products.

The largest segment of data collection opportunity

for us is the barcode label market providing ongoing and repeatable purchasing business.

We intend to continue in the label business

to drive business growth and increased margins.

Target Markets

markets we serve are Smart/Safe City and Supply Chain Management.

Our groundbreaking AI-based vision solutions are currently in use for

sensitive Homeland Security anti-terror projects and discerning customers within the access control, airport, border crossing, municipality

safety, and parking industries.

We seek to utilize our expertise and end-to-end software solutions in markets which provide the greatest

opportunity to increase margins.

the Supply Chain Management market, we believe we can further develop our existing customer base needing to replace their legacy systems

with a new go-to-market strategy leveraging our field sales and system resources, telemarketing, customer portals, and vertical market

and barcode label specialists.

We believe the ideal candidates for our machine learning technology are our base of industry-leading customers

for the barcode label and ribbon (media) products in the manufacturing, distribution, transportation and logistics, retail and healthcare

sectors—which sectors are at the core of our business.

over two decades, we have been successful in integrating mission critical mobile computing and data collection solutions for Fortune

two markets we target are Safe City and Supply Chain Management.

Within the Safe City market, our groundbreaking AI-based vision solutions

are currently in use for sensitive Homeland Security anti-terror projects and discerning customers within the access control, airport,

border crossing, municipality safety, and parking industries.

We seek to utilize our expertise and software solutions in markets which

provide the greatest opportunity to increase margins.

Within the Supply Chain Management market, we believe we can further develop our

existing customer base who need to replace their legacy systems with a new go-to-market strategy.

have been successful in integrating mission-critical mobile-computing and data-collection solutions for small businesses up to Fortune

500 companies.

The requirements and needs of our customers continue to evolve as they require new mobile and wireless technologies and

services to make their business more competitive and profitable.

The result is a continuous flow of opportunities to assist customers

to evaluate, choose, implement, and support the right mobile and data collection solutions.

As we focus on what we do best, we believe

there is more than adequate market size, growth, and opportunity available for us to succeed.

believe integrating our patented and proprietary AI technology into its existing Supply Chain offerings will allow for automated logistics

monitoring and optimization, creating operational efficiencies at higher margins for us, and our Fortune 1000 clients.

The needs of our customers continue to evolve as they require new mobile and wireless technologies and services to make

their business more competitive and profitable.

The result is a continuous flow of opportunities to assist customers in evaluating, choosing,

implementing, and supporting the right mobile and data-collection solutions.

believe integrating our patented and proprietary AI technology into our existing Supply Chain offerings will allow for automated logistics

monitoring and optimization, creating operational efficiencies at higher margins for us and our customers.

Sales Strategy

direct sales teams are supported by systems engineers averaging over twenty (20) years of experience in the mobile industry.

organization’s growth in-reach mirrors the addition of new products and services.

Sales team members are organized by industry

areas of opportunity, areas of expertise, and territory.

Our sales teams are organized to address national accounts offering a broad

array of unique solutions for key lines of business applications, which provides opportunities for upsell and cross sell to our clients.

For the barcode label (media) business, we utilize a specialty sales force, resellers, and distributors of our manufactured private label

For the Israeli market we have direct sales teams that are organized by industry and product line.

In Israel we also offer

comprehensive technical service and support which increases customer confidence and supports the sales process.

are supported internally by sales support personnel, who coordinate quotes and logistics, and by members of the systems engineering group

and software teams.

normal sales cycle is one (1) to six (6) months, and typically involves the development of a scope of work and preparation of a ROI analysis.

We use Company developed analysis templates in order to reduce the sales cycle.

The analyses and proposals include information on leasing

and other financing options, which helps differentiate us from our competitors.

The label business sales cycles are shorter, with purchases

made more frequently on a transactional basis.

direct sales teams are supported by systems engineers with tenured experience in the mobile industry.

The sales organization’s

growth mirrors the addition of new products and services.

Sales team members are organized by industry, areas of opportunity, areas of

expertise, and territory.

Our sales teams address national accounts offering a broad array of unique solutions for key lines of business

applications, which provide opportunities for upselling and cross selling to our customers.

For the Israeli market we have direct sales

teams that are organized by industry and product line.

In Israel we also offer comprehensive technical service and support which increases

customer confidence and supports the sales process.

are supported internally by support personnel—who coordinate quotes and logistics—and by members of the systems engineering

group and software teams—who provide technical expertise.

mobile-system-integration market is characterized by a limited number of large competitors and numerous smaller niche players.

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our consultative, integrated-solutions approach is a clear differentiator for most prospective customers.

operating philosophy is our growth and continued success are the result of management and employees working together in a spirit of cooperation

operating philosophy is growth and continued success, which requires management and employees to work together in a spirit of cooperation

and teamwork.

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This has enabled us to meet various challenges over the years.

The progress that has been achieved by us reflects

this strong mutual commitment between the Company and its employees.

Our progress reflects this strong, mutual commitment

between the Company and its employees.

We believe our employees are our greatest asset.

We remain focused

on furnishing friendly and safe working conditions, providing competitive pay, offering quality benefits, and producing revenue for the

continued growth of the Company and the communities in which we operate.

All of this with an emphasis on the welfare of our employees

and their families.

We realize our success is a direct result of the hard work and dedication of our employees.

Each employee at OMNIQ

is a contributing partner in our future growth and we strive to maintain a mutually beneficial workplace culture that also fosters the

professional development of each employee.

We remain focused on providing friendly and safe

working conditions, providing competitive pay, offering quality benefits, producing revenue for the continued growth of the Company,

and supporting the communities in which we operate.

We realize our success is a direct result of the hard work and dedication of our

Each employee at OMNIQ is a contributing partner in our future growth and we strive to maintain a mutually beneficial culture

that also fosters the professional development of each employee.

of December 31, 2023, we had approximately 182 employees.

Of these employees, 189 are salaried (including commissioned employees) personnel

Of these employees, 160 are salaried personnel (including commissioned employees)

and 22 are hourly personnel.

Our employees perform the following functions:

sales operations, parts operations, technical services, and

office and administrative support.

We believe we have good relations with our employees, and we have never experienced a work stoppage.

Generally, the total number of employees does not significantly fluctuate throughout the year.

sales, assembly and warehouse, technical services, and office

and administrative support.

We believe we have good relationship with our employees.

Generally, the total number of employees does not

significantly fluctuate throughout the year.

Concentrations

the years ended December 31, 2022 and 2021, one customer accounted for 30% and 23%, respectively, of the Company’s consolidated

the year ended December 31, 2023, no customer accounted for more than 10% of the Company’s revenues.

For the year ended December

31, 2022, one customer accounted for 30% of the Company’s revenues.

receivables are made up of trade receivables due from customers in the ordinary course of business.

As of December 31, 2022, no customer

accounted for more than 10% of the outstanding receivables, and one customer accounted for 17% of the balance of accounts receivable

as of December 31, 2021.

of December 31, 2022 and 2021 one vendor made up 48% and 65%, respectively, of our purchases.

As of December 31, 2023 and 2022,

no customer accounted for more than 10% of the outstanding receivables.

payable are made up of payables due to vendors in the ordinary course of business as of December 31, 2023 and 2022.

Two vendors made

up 38% and one vendor made up 48% of our purchases during the year ended December 31, 2023 and 2022, respectively.

website, www.omniq.com , and the information contained on that site, or connected to that site, are not part of or incorporated

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section is not required for smaller reporting companies.

UNRESOLVED STAFF COMMENTS

section is not required for smaller reporting companies.

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 1. Business