What changed in this filing

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Item 1. Business

2026-04-15 compared with 2025-03-31 · 132 added, 155 removed, 80 unchanged (78% of the section changed)

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Computers Ltd.

use patented and proprietary artificial intelligence (AI) technology to deliver data collection, real-time surveillance and monitoring

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.

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.

customers include government agencies and leading Fortune 500 companies from diverse sectors, including healthcare, food and beverage,

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.

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,

use patented and proprietary artificial intelligence (AI) technology to deliver machine vision image processing solutions including data

collection, real-time surveillance and monitoring for supply chain management, homeland security, public safety, traffic & parking

management, and access control applications.

technology and services we provide help 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, technical service and support.

highly tenured team of professionals has the knowledge and expertise to simplify the integration process for our customers.

practical problem-solving solutions backed by numerous customer references.

customers include government agencies, healthcare, universities, airports, municipalities and more.

We currently engage with several

billion-dollar markets with double-digit growth, including the Global Safe City market and the Ticketless Safe Parking market.

plan is to focus on operational excellence and cost reduction, addressing the balance sheet debt and executing our 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 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.

We deliver problem-solving solutions backed by numerous

customer references.

are a provider of products and solutions for three main markets:

hospitality, transportation, and public safety.

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.

Company delivers these solutions to customers operating complex environments, including hospitals, campuses, airports, municipalities,

and enterprise facilities.

As customer requirements evolve, the Company provides technologies designed to improve operational visibility,

efficiency, and infrastructure management.

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

problem-solving solutions backed by numerous customer references.

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

Inspired by time-critical “friend or foe” decision-making processes, our patented algorithms are based on a combination

of cognitive science and machine-learning-based pattern-recognition technology which is arbitrated through a multi-layered decision-making

software offering is a mix of internally developed and third-party software.

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

Inspired by time-critical “friend or foe” decision-making processes, our patented algorithms are based on a combination of

cognitive science and machine-learning-based pattern-recognition technology which is arbitrated through a multi-layered decision-making

process that offers both speed and accuracy.

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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 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.

Enhances document delivery performance.

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

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

(Quest Total Solutions as a Service ) :

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:

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.

Platform Overview

Company’s technology platform combines proprietary computer vision software, artificial intelligence models, and edge computing

infrastructure to analyze visual data captured from networked cameras and imaging sensors.

The platform processes vehicle and pedestrian

activity in real time, enabling automated identification, event detection, and operational analytics across large physical environments.

architecture is designed to operate across distributed edge devices and centralized management systems, allowing customers to deploy

machine vision capabilities across multiple locations while maintaining centralized visibility and control.

The platform integrates with

existing security systems, transportation infrastructure, and enterprise software through open interfaces and APIs, enabling organizations

to incorporate visual intelligence into existing operational workflows.

system supports a range of analytics, including vehicle recognition, license plate identification, zone-based monitoring, behavioral

detection, occupancy analysis, and event-triggered alerts.

Data generated by the platform is processed to support automated enforcement,

operational decision making, and infrastructure monitoring while allowing operators to review events and maintain historical records

of activity across monitored environments.

platform is designed to scale across citywide deployments, transportation systems, campuses, and enterprise facilities where continuous

monitoring and real-time operational intelligence are required.

Vision Solutions

Company develops and deploys AI-based machine vision solutions designed to monitor, identify, and analyze vehicles and pedestrian activity

in real time across transportation infrastructure, public safety environments, and enterprise facilities.

These systems combine computer

vision algorithms with networked camera infrastructure to identify vehicles, license plates, and behavioral patterns, enabling automated

enforcement, traffic monitoring, and operational oversight.

The platform integrates with existing infrastructure and third-party systems

to provide real-time alerts, analytics, and operational data for customers operating large and complex environments.

Recognition and License Plate Identification

Company provides vehicle recognition capabilities that identify license plates and vehicle attributes such as make and color.

These technologies

are used by municipalities, airports, campuses, and private facilities to support access control, parking management, security monitoring,

and law enforcement activities.

Systems can automatically identify vehicles of interest, detect policy violations, and generate alerts

or enforcement actions based on predefined rules.

License Plate Inventory (MLPI)

Company’s MLPI platform enables patrol vehicles or operational fleets to capture license plates and vehicle attributes while in

The system allows operators to monitor large geographic areas efficiently while validating permits, identifying unauthorized

vehicles, and detecting violations such as overstays or restricted-zone access.

Mobile deployments are commonly used in municipal enforcement

programs, university campuses, and airport environments where large parking areas must be monitored continuously.

Monitoring and Safe City Enforcement (Q-Shield)

Company provides AI-based roadway monitoring solutions designed to support safe city initiatives and traffic enforcement programs.

systems monitor vehicles traveling on highways and major roadways, detect violations, and generate real-time alerts when vehicles associated

with law enforcement databases or enforcement rules are identified.

Deployments support transportation agencies and public safety organizations

seeking to improve roadway safety and enhance investigative capabilities.

Monitoring and Compliance Detection

Company’s machine vision platform supports zone-based monitoring across controlled environments using configurable virtual zones.

These systems detect vehicle movement and presence within defined operational areas and identify unauthorized entry or policy violations.

Such capabilities are deployed in large campuses, logistics centers, and airport facilities where vehicle movement must be monitored

across multiple controlled areas.

and Transportation Operations

Company deploys license plate recognition and vehicle monitoring solutions at airports and transportation hubs to support parking operations,

curbside traffic management, and operational oversight.

These systems automate vehicle identification at entry and exit points, assist

operators in locating vehicles within large parking environments, and provide real-time visibility into traffic activity within high-volume

transportation facilities.

High-Occupancy

Vehicle (HOV) Lane Monitoring

Company provides AI-based vehicle occupancy detection designed to support high-occupancy vehicle lane enforcement and compliance monitoring.

Computer vision models analyze live roadway imagery to identify and count passengers within moving vehicles, allowing transportation

agencies to monitor HOV lane compliance without manual inspection.

Counting and Safety Line Crossing

Company offers people-counting and safety monitoring solutions that analyze pedestrian movement within defined areas.

The system detects

individuals crossing predefined virtual lines or entering monitored zones and generates alerts when safety or operational thresholds

are exceeded.

These analytics support transit stations, campuses, and public facilities where operators require automated monitoring

of passenger flow and crowd activity.

Capture and Identity Monitoring

Company provides machine vision solutions capable of capturing facial images within controlled environments to support security monitoring

and identity verification workflows.

These systems record facial imagery associated with access events, security alerts, or operational

records and maintain visual data that may support investigative review and operational oversight in secure environments.

Target Markets

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 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.

main markets we target are Public Safety, Hospitality, and Supply Chain Management.

Within the Public Safety 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 that needs to replace their legacy systems with practical modern AI solutions.

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

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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.

pursue larger accounts and national customers, competing most often with larger channel partners.

For specific solutions, we also compete

with niche players who are often focused on a single industry.

Hardware sales are competitive because of online retailers.

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

personnel are supported internally by support staff who coordinate logistics, as well as by members of the systems engineering and software

teams who provide technical expertise.

machine vision market is competitive and includes both large established providers and smaller niche companies focused on specific applications

or end markets.

The Company competes across vehicle recognition, traffic monitoring, public safety, parking, and access control solutions.

While many competitors provide only one component of the overall offering, OMNIQ delivers a total solution that includes hardware, software,

deployment, and support.

The Company also believes its data privacy infrastructure is a meaningful differentiator for customers requiring

secure architecture, controlled data access, and responsible management of sensitive vehicle and image data.

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

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Concentrations

For the year ended December 31, 2024, one customer accounted for 24% of

the Company’s revenues.

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

For the year ended December 31, 2025, no

customer accounted for more than 10% of the Company’s revenues from continuing operations.

For the year ended December 31, 2024, no customer accounted

for more than 10% of the Company’s revenues from continuing operations.

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

As of December 31, 2024, 1

customer accounted for 26% of the outstanding receivables.

of December 31, 2023, 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, 2024 and 2023.

One vendor made up 47% and two vendors made

up 38% of our purchases during the year ended December 31, 2024 and 2023, respectively.

As of December 31, 2025 and 2024,

no customer accounting for more than 10% of the outstanding receivables from continuing operations.

payable from continuing operations are made up of payables due to vendors in the ordinary course of business as of December 31, 2025

Two vendors made up 25% and one vendor made up 12% of our payables for the year ended December 31, 2025 and 2024,

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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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