What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-08-14 · 86 added, 67 removed, 306 unchanged (33% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

September 30, 2024

December 31, 2023

(In thousands, except share and per share data)

June 30, 2024

September 30, 2024

December 31, 2023

7 unchanged sentences

Property and equipment, net of accumulated depreciation of $ 1,851 and $ 1,166 respectively

Goodwill, net of accumulated impairment of $ 0 and $ 14,868 , respectively

Trade name, net of accumulated amortization of $ 4,974 and $ 4,850 , respectively

27 unchanged sentences

3,000,000 shares designated, 502,000 shares issued and outstanding, respectively

Preferred stock

Preferred stock value

Common stock;

9 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

For the three months

For the six months ended

ending June 30,

For the nine months ended

ending September 30,

September 30,

(In thousands, except share and per share data)

21 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands)

Income (Loss)

Accumulated Other

21 unchanged sentences

Balance, June 30, 2023

Dividend on Class C Shares

ESPP Stock Issuance

Stock-based compensation – options, warrants, issuances

Cumulative Translation Adjustment

Net (loss) income

Balance, September 30, 2023

Balance, December 31, 2023

8 unchanged sentences

$ ( 115,972 )

Dividend on Class C Shares

6 unchanged sentences

$ ( 119,025 )

Dividend on Class C Shares

ESPP Stock Issuance

Stock-based compensation – options, warrants, issuances

Cumulative Translation Adjustment

Net (loss) income

Balance, September 30, 2024

$ ( 120,631 )

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

CONSOLIDATED STATEMENTS OF CASH FLOW

the six months ended June 30,

the nine months ended September 30,

(In thousands)

9 unchanged sentences

Accounts payable and accrued liabilities

Accrued interest and accrued liabilities, related party

Accrued payroll and sales taxes payable

2 unchanged sentences

Other liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities

Proceeds/purchase of property and equipment

Purchase of property and equipment

Proceeds/loss from sale of other assets

4 unchanged sentences

Payments on notes/loans payable

Proceeds from issuance of notes/loans payable

Proceeds from draw on line of credit

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Net change in cash and cash equivalents

5 unchanged sentences

Net assets acquired in business combination

Right of use asset acquired in exchange for lease liabilities

Supplemental disclosure of cash flow information:

18 unchanged sentences

describe our significant accounting policies in Note 2 of the notes to consolidated financial statements in the 2023 Form 10-K.

the six-month period ended June 30, 2024, there were no significant changes to those accounting policies.

the nine-month period ended September 30, 2024, 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, 2024, and 2023 were 10,690,286 and 7,777,665 , 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, 2024, and 2023 were 10,696,435 and 7,788,262 , 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.

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

1 unchanged sentence

OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNING PER SHARE

June 30, 2024

June 30, 2023

September 30, 2024

September 30, 2023

Options to purchase common stock

1 unchanged sentence

Potential shares excluded from diluted net loss per share

Reclassifications and Comparability

Reclassifications

and Comparability

revenue and cost of goods sold amounts in the financial statements of the prior period have been reclassified to be presented on a net

9 unchanged sentences

and cost-effective development of products

capital deficit of $ 48 million as of June 30, 2024

deficit of $ 119 million as of June 30, 2024

capital deficit of $ 50 million as of September 30, 2024

deficit of $ 121 million as of September 30, 2024

years of losses from operations

5 unchanged sentences

efforts are focused on the most profitable product lines.

Star - The Company’s total accounts payable due to Blue Star as of June 30, 2024, was approximately $ 46 million.

is an unsecured creditor, financing a substantial amount the Company’s supply chain demand.

Management believes that Blue Star

will continue supplying the Company with preferable credit terms.

Blue Star has agreed to the annual interest rate of 5 % on invoices

that are past due.

Star - The Company’s total accounts payable due to Blue Star as of September 30, 2024, was approximately $ 48 million.

Star is an unsecured creditor, financing a substantial amount the Company’s supply chain demand.

Management believes that Blue

Star will continue supplying the Company with preferable credit terms.

Blue Star has agreed to the annual interest rate of 5 % on

invoices that are past due.

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 five years.

has enjoyed a good mutual relationship for the past five years.

finalized a new line of credit with an additional financial institution.

October 2023 management finalized an equity raise which resulted in $ 2.5 million in net cash received from investors.

3 – CONCENTRATIONS

the six-months ended June 30, 2024 and the year ended December 31, 2023, one customer accounted for 24 % and one customer accounted for

30 %, respectively, of the Company’s consolidated revenues.

receivable at June 30, 2024 and December 31, 2023 are made up of trade receivables due from customers in the ordinary course of business.

One customer accounted for more than 22 % of the outstanding receivables as of June 30, 2024, and no customers accounted for more than

10 % as of December 31, 2023.

the six months ended June 30, 2024 and the year ended December 31, 2023 two vendors made up 49 %, respectively, of our purchases.

the nine-months ended September 30, 2024 and the year ended December 31, 2023, one customer accounted for 20.7 % and one customer accounted

for 30 %, respectively, of the Company’s consolidated revenues.

receivable at September 30, 2024 and December 31, 2023 are made up of trade receivables due from customers in the ordinary course of

One customer accounted for 10.2 % of the outstanding receivables as of September 30, 2024, and no customers accounted for more

than 10 % as of December 31, 2023.

the nine months ended September 30, 2024 one vendor made up 38 %

of our purchases, and for the year ended December 31, 2023 two vendors made up 49 %, of our purchases.

4 – BUSINESS ACQUISITION

15 unchanged sentences

consisted of the following as of:

June 30, 2024

September 30, 2024

December 31, 2023

10 unchanged sentences

made by BridgeBank at any time shall not exceed $ 8.5 million.

BridgeBank reserves and withholds to 15 % of the face amount of each account

BridgeBank reserves and withholds 15 % of the face amount of each account

purchased in a reserve account.

13 unchanged sentences

The discount fee starts at 1.5 % and increases based on the age of the outstanding receivables.

The balance as of June

30, 2024, was $ 2.8 million.

The balance as of September

30, 2024, was $ 0 .

7 – OTHER NOTES PAYABLE

SCHEDULE OF OTHER NOTES PAYABLE

(In thousands)

June 30, 2024

December 31, 2023

Note payable other

Acquisition payable

Less current portion

Long-term notes payable

payable other

current portion

notes payable

Payable Other

July 29, 2021, the Company entered into a long-term loan from Leumi Bank totaling NIS 7 million, which at the time was approximately

19 unchanged sentences

(In thousands)

June 30, 2024

September 30, 2024

December 31, 2023

8 unchanged sentences

SCHEDULE OF DEFERRED REVENUE

June 30, 2024

September 30, 2024

December 31, 2023

4 unchanged sentences

9 – OTHER INCOME

the six months ended June 30, 2024, the Company received government relief funds in the amount of approximately NIS 1.7 million or US

$ 470 thousand.

the nine months ended September 30, 2024, the Company received government relief funds in the amount of approximately NIS 1.8 million

or US $ 482 thousand.

10 – STOCKHOLDERS’ EQUITY

of June 30, 2024, 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, 2024, there was 1 preferred share designated and no preferred shares outstanding.

of June 30, 2024, there were 3,000,000 Series C Preferred Shares (“Series C”) authorized with 502,000 issued and outstanding.

of September 30, 2024, 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, 2024, there was 1 preferred share designated and no preferred shares outstanding.

of September 30, 2024, there were 3,000,000 Series C Preferred Shares (“Series C”) authorized with 502,000 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

2 unchanged sentences

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

As of June 30, 2024, the accrued dividends on the

Series C Preferred Stock was $ 196 thousand.

As of September 30, 2024, the accrued dividends on

the Series C Preferred Stock was $ 204 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

7 unchanged sentences

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

No options were issued in the six months

ended June 30, 2024 or 2023.

No options were issued in the nine months

ended September 30, 2024 or 2023.

December 2015, our Board of Directors approved the OMNIQ.

Employee Stock Purchase Plan (the “ESPP”).

For the three months

ending June 30, 2024, employees purchased 2,608 shares or $ 2 thousand of common stock.

April 8, 2024, Stockholders approved the amendment of the Company’s

Certificate of Incorporation to increase the amount of authorized common stock to 35,000,000 shares.

For the nine months

ending September 30, 2024, employees purchased 37,128 shares or $ 12 thousand of common stock.

8, 2024, Stockholders approved the amendment of the Company’s Certificate of Incorporation to increase the amount of authorized

common stock to 35,000,000 shares.

11 – LITIGATION

company is not a party to any pending legal proceeding in which it is defending against any claims of material significance.

To the knowledge

of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company.

To the knowledge

of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent

of the Company’s Common Stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.

November 3, 2024 a commercial real estate company filed a lawsuit against Dangot Computers, OmniQ Technologies and some of

Dangot’s officers alleging breach of a letter of intent for a lease arrangement.

The claims were brought in an Israeli court.

The initial claim against Dangot Computers is NIS 21

million approximately US $ 5.6

The Company believes that it has meritorious defenses to such action and intends to vigorously defend itself.

12 – SUBSEQUENT EVENTS

1 unchanged sentence

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