Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market
Information
On
October 8, 2021 the Company’s common stock became available on The Nasdaq Stock Market LLC under the symbol “OMQS”.
Before then, shares of OMNIQ’s common stock were not traded on an established market. OMNIQ’s common stock was traded through
broker/dealers and in private transactions, and quotations reported on the OTCQB under the symbol “OMQS”. OTCQB quotations
reflected interdealer prices, without mark-up, mark-down or commission and may not represent actual transactions. No dividends have been
declared or paid on OMNIQ’s common stock and none are likely to be declared or paid in the near future.
Common
Stock
High
Low
Period for the stock prices
by quarter
Fiscal Year Ended December 31, 2023:
Fiscal Quarter Ended March 31, 2023
$ 5.15
$ 4.27
Fiscal Quarter Ended June 30, 2023
$ 4.14
$ 3.95
Fiscal Quarter Ended September 30, 2023
$ 1.61
$ 1.53
Fiscal Quarter Ended December 31, 2023
$ 0.65
$ 0.57
Fiscal Year Ended December 31, 2024:
Fiscal Quarter Ended March 31, 2024
$ 0.69
$ 0.33
Fiscal Quarter Ended June 30, 2024
$ 0.81
$ 0.11
Fiscal Quarter Ended September 30, 2024
$ 0.33
$ 0.11
Fiscal Quarter Ended December 31, 2024
$ 0.25
$ 0.12
Equity
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)
(a)
(b)
(c)
Equity compensation plans approved
by security holders
2,104,068
$ 5.48
606,856
In
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.
Securities
Authorized for Issuance under Equity Compensation Plans
The
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.
10
Dividends
and other Distributions
OMNIQ
has never declared or paid any cash dividends on its common stock. 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. 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
interest.
Recent
Sales of Unregistered Securities
In
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. During 2023,
the Company issued an aggregate of 14,838 shares of common stock to certain individuals as part of the ESPP valued at approximately $31
thousand. This plan was cancelled in 2024.
Issuer
Purchases of Equity Securities
The
Company did not repurchase any of its equity securities during the year ended December 31, 2024.
Use
of Proceeds from Sale of Registered Securities
On
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. The Company
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.
The
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. The Offering
closed on October 11, 2023.
ITEM
6. [RESERVED]
Reserved.