What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-04-01 compared with 2023-03-31 · 55 added, 43 removed, 25 unchanged (80% of the section changed)

20 unchanged sentences

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)

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 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.

Number of securities to be issued

upon exercise of outstanding options,

Weighted-average exercise

price of outstanding options,

Number of securities remaining

available for future issuance under

equity compensation plans (excluding

securities reflected in column

Equity compensation plans approved

by security holders

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

was approved by our stockholders at the December 2021, shareholders’ meeting.

On February 25, 2022, the Company granted 792,500

stock options.

These options were granted to employees as part of the Plan.

On October 23, 2022 19,000 stock options were granted to

employees as part of the Plan.

No shares were issued under the Plan in 2023.

Authorized for Issuance under Equity Compensation Plans

information required by this item with respect to securities authorized for issuance under equity compensation plans is set forth in

Part III, Item 12 of this Annual Report on Form 10-K, and is incorporated herein by reference.

and other Distributions

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.

The Company currently plans to retain future earnings to finance the

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

Accrued but unpaid dividends do not bear interest.

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.

in the future which may prohibit or effectively restrict the payment of dividends.

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, thus those dividends are accrued quarterly.

Accrued but unpaid dividends do not bear

Sales of Unregistered Securities

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.

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

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.

December 2015, our Board of Directors approved the OMNIQ’s Employee Stock Purchase Plan (the “ESPP”).

the Company issued an aggregate of 14,838 shares of common stock to certain individuals as part of the ESPP valued at approximately $31

Purchases of Equity Securities

Company did not repurchase any of its equity securities during the fourth quarter ended December 31, 2023.

of Proceeds from Sale of Registered Securities

October 5, 2023, OmniQ Corp.

(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)

with ThinkEquity LLC, as representatives (the “Representatives”) of the several underwriters named therein (collectively,

the “Underwriters”), relating to the issuance and sale (the “Offering”) of 2,775,000 shares of the Company’s

common stock, par value $0.001 per share, at a price to the public of $1.00 per share (the “Underwritten Shares”) and pre-funded

warrants (the “Pre-Funded Warrants”) to purchase 225,000 shares of the Company’s common stock at a price to the public

of $0.999 per Pre-Funded Warrant.

Under the terms of the Underwriting Agreement, the Underwriters have agreed to purchase the Underwritten

Shares from the Company at a price of $1.00 per share and the Pre-Funded Warrants at a price of $0.999 per Pre-Funded Warrant.

also granted the Underwriters an option exercisable for 45 days from the date of the Underwriting Agreement to purchase up to an additional

450,000 shares of common stock solely for the purpose of covering over-allotments (together with the Underwritten Shares, the “Shares”).

All of the Shares and Pre-Funded Warrants in the Offering are being sold by the Company.

The Company also issued warrants to the Representative

(the “Representative’s Warrants”), exercisable to purchase 140,000 shares of common stock, at an exercise price of

$1.25 per share.

gross proceeds from the Offering were approximately $3.0 million before deducting underwriting discounts and commissions and other offering

expenses payable by the Company and assuming no exercise of the Underwriters’ option to purchase additional shares.

closed on October 11, 2023.

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