What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-04-15 compared with 2025-03-31 · 30 added, 39 removed, 44 unchanged (61% of the section changed)

8 unchanged sentences

declared or paid on OMNIQ’s common stock and none are likely to be declared or paid in the near future.

Period for the stock prices

Period for the stock prices by quarter

Fiscal Year Ended December 31, 2024:

9 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

1 unchanged sentence

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.

securities reflected in column (a)

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.

The Plan 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 or 2024.

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 2024 .

During June of 2025, the Company

issued stock options or warrants to 47 employees and consultants for the purchase of an aggregate 1,035,000 shares of stock at

between $0.06 and $0.07 per share.

The Company’s CEO was issued options for 50,000 shares at $0.07 and warrants were issued to

a company he is affiliated with for 100,000 shares at exercise price of $0.07 per share, which was above the market price at the

time of issuance.

The options have a 5 year expiration period and vested immediately.

The Black Scholes calculation used

approximately 109.7% volatility for the stock and approximately $63,000 was booked as a compensation expense related to these

options and warrants.

Authorized for Issuance under Equity Compensation Plans

13 unchanged sentences

Sales of Unregistered Securities

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

During 2024, the Company issued an aggregate of 37,128 shares of common

stock to certain individuals as part of the ESPP valued at approximately $12,064.

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

This plan was cancelled in 2024.

December 2025, the Company sold 3,375,000 shares of common stock for proceeds of $337,500.

The Company also sold pre-funded warrants

for $600,000, which is eligible to be exercised into 6,000,000 shares of common stock.

Purchases of Equity Securities

Company did not repurchase any of its equity securities during the year ended December 31, 2024.

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.

Company did not repurchase any of its equity securities during the year ended December 31, 2025 or 2024.

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