Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2024

OMNIQ CORP.

(Exact name of registrant as specified in charter)

Delaware	001-40768	20-3454263
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1865 West 2100 South, Salt Lake City, UT 84119

(Address of Principal Executive Offices) (Zip Code)

(714) 899-4800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		OMQS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 30, 2024, Omniq Corp. (the “Company’), its wholly owned subsidiary, Dangot Computers Ltd. (“Dangot”), CodeBlocks Ltd. (CodeBlocks”). and CodeBlock’s owners, Alina Lifshits and Erez Attia entered into a Share Purchase Agreement (the “Purchase Agreement”) pursuant to which Dangot, acquired all of the capital stock of CodeBlocks in exchange for NIS 4,666,664 (approximately US $ 1,275,044 based on today’s exchange rate). The consideration is payable in seven equal installments with the final payment due on January 11, 2025. The purchase Agreement closed on February 1, 2024.

Item 2.03 Creation of a Direct Financial Obligation Or An Obligation Under An Off-Balance Sheet Arrangement Of A Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD

On February 5, 2024, the Company issued a press release announcing the Purchase Agreement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		Share Purchase Agreement, dated January 30, 2024
99.1		Press Release Dated February 5, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 5, 2024

OMNIQ Corp.

By:	/s/ Shai S. Lustgarten
	Shai S. Lustgarten
	President and CEO

Exhibit 10.1

Share Purchase Agreement

This Share Purchase Agreement (this “SPA”), is entered into as of January 30, 2024 (the “Effective Date”), by and among CodeBlocks Ltd., Israeli Company no. 516665791 of 9 Shoshan Tsahor St., Kadima Zoran. Israel (the “Company”), Ms. Alina Lifshits, I.D no. 304720071 of 9 Shoshan Tsahor St., Kadima Zoran. Israel (“Alina”) and Mr. Erez Attia, I.D no. 037551983 of 9 Shoshan Tsahor St., Kadima Zoran. Israel (“Erez”) (Alina and Erez, separately and jointly the “Sellers”) on the one hand, and Dangot Computers Ltd. Israeli Company no. 511398836 of 14 Yad Harutzim St., Tel Aviv, Israel (“Dangot”) and OmniQ CORP. Company No. 203454263 of 1865 West 2100 South, Salt Lake City, UT84119 (“OmniQ”) (Dangot and OmniQ, jointly the “Dangot”).

WHEREAS, an Agreement was signed between the Company and Sellers on the one hand, and Dangot on the other hand dated on December 1, 2022 (the “Agreement”);

WHEREAS, Dangot will exercise the Purchase Option (as defined in the Agreement and its Addendum dated September 13^th., 2023) to purchase from the Sellers, 100 ordinary shares, NIS 1.00 par value each of the Company (the “Shares”) on a Cash-Free Debt Free basis, which constitute in aggregate, 100% of the issued and outstanding shares of the Company;

WHEREAS, the parties wish to set the Shares’ purchase terms, all pursuant to the terms and conditions more fully set forth in this SPA;

NOW, TEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

1.	Sale of the Company’s Shares

At the Closing (as defined below), the Sellers shall sell and Dangot shall purchase 100 ordinary shares, NIS 1.00 par value each of the Company which shall constitute in aggregate, as of the Closing, 100% of the issued and outstanding shares of the Company, for a consideration in a total amount of NIS 4,666,664 (the “Purchase Price”). The Purchase Price shall be paid to the Sellers on the dates as specified in Appendix A attached hereto. For any avoidance of doubt, it is clarified that each payment specified in Appendix A shall be divided and paid equally to each Seller separately via wire transfer according to the bank details to be delivered.

2.	Closing

The purchase of the Shares shall take place remotely via the exchange of documents and signatures, simultaneously with the execution of this SPA (the “Closing”). At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any required document delivered until all such transactions have been completed and all required documents delivered:

	2.1.	The Sellers shall transfer their shares in the Company to Dangot free and clear, and shall take all actions necessary to complete the aforementioned share purchase, including signing on necessary deeds and documents (including share transfer deeds).

	2.2.	Delivery of resignation letters by the members of the Company Board of Directors.

	2.3.	Alina and Erez shall sign an Employment Agreement as set forth in Appendix B hereto.

	2.4.	The following documents shall have been duly executed and delivered to Dangot concurrently with the Closing:

	2.4.1.	A true and correct copy of resolutions of the board of directors of the Company, approving, inter alia. the execution and delivery by the Company of this Agreement; and (b) the transfer of Shares from the Sellers to Dangot.

	2.4.2.	A true and correct copy of resolutions of the general assembly of the Company’s shareholders approving the appointment of Mr. Shai Lustgarten as a member of the Company Board of Directors as of this SPA date.

	2.4.3.	A true and complete copy of the Register of the Shareholders of the Company as of the Closing.

3.	Representations and Warranties

3.1.

The Sellers hereby represents and warrants to Dangot that:

	3.1.1.	Organization. The Company is a duly incorporated private company and is fully and exclusively owned by the Sellers.

	3.1.2.	Third Party’s Rights. Neither the Company nor the Sellers and or its officers have an obligation to issue any securities of the Company to the Sellers or any third party, and no right, purchase obligation or purchase option has been granted or made to purchase from the Company any of its shares, or securities convertible into its shares. The Sellers have waived their right, if any to receive the Company securities and/or convert debt into Company’s securities. The Sellers are the only persons who hold, and entitled to hold, any of the Company’s securities, and no other person or entity has similar right. The execution and implementation of this SPA shall not exercise and/or cause the exercise of any third party’s right of first refusal and/or right of first offer, tag-along rights or preemptive rights.

	3.1.3.	Purchased Shares. The Shares hereunder will be (a) free and clear of any pledges, liens, or encumbrances of any kind (“Liens”). The rights, preferences, powers, privileges, restrictions, qualifications and limitations granted to and imposed on the shares shall be as set forth in the Company’s Articles of Association (as shall be in effect from time to time).

	3.1.4.	Third Party Holdings. The Sellers have certain passive holdings or contractual passive interests in several third-party companies set forth in Appendix C hereto (“Third-Party Holdings”), that have competing business activities with Dangot. The Sellers undertakes that the aforesaid Third-Party Holdings shall not constitute as any breach of the Company and Sellers undertaking hereto, provided that the Sellers, directly or indirectly, shall not conduct any active role or any business activity in such Third-Party Holdings (including as consultants, employees, directors and/or as service providers) and shall not provide them with any information regarding the Company, Dangot or OmniQ.

	3.1.5.	All the Company’s assets and properties are free and clear.

4.	Indemnification

the Sellers agree to indemnify, hold harmless and defend Dangot including any officer, director or shareholder thereof (each an “Indemnified Party”) and hold them harmless from and against claims and/or liabilities, damages, penalties, judgments, assessments, losses, costs and expenses (including reasonable attorney’s fees) actually sustained or incurred by the Indemnified Party as a result of any act or omission of the Sellers and/or any breach of any representation or warranty of the Sellers contained in this Share Purchase Agreement, including inter alia, any claim or demand regarding the existence of an employee-employer relationship between the Company and the Sellers which occurred before the Closing, arising from a determination of court (collectively, the “Damages”).

5.	Termination of the Agreement

Upon the exercise of this SPA and the completion of the purchase, the Agreement shall be terminated, except of sections 4.4 – 4.5, 5.3.1 – 5.3.2, 6.5, 9, 10 and 12.1 -12.2 to the Agreement which shall remain in full force and effect, the Sellers shall become the Company’s employee on the terms set forth in Appendix B hereto. In any case of contradiction between any of the terms and conditions stated in this Section and the terms and conditions stated in the Employment Agreement, the terms and conditions stated in this Section shall prevail. In any case of contradiction between any of the terms and conditions stated in this agreement and solely the terms and conditions stated in the Agreement which are supposed to continue to apply, the terms and conditions stated in the Agreement shall prevail.

6.	Miscellaneous

This Share Purchase Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements with respect thereto. This Agreement may not be modified except by written instrument signed by each party. No failure, delay or forbearance of either party in exercising any right hereunder shall restrict or diminish such party’s rights under this Agreement, or operate as a waiver of any breach or nonperformance by either party of any terms of conditions hereof. If it is determined under any applicable law that a certain provision set forth in this Agreement is invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement unless the purpose of this Agreement is substantially frustrated thereby. This Agreement shall inure for the benefit of the parties’ successors. This Agreement shall be governed by the laws of the State of Israel without regard to the conflict of laws provisions thereof, and any dispute arising out of or in connection with this Agreement is hereby submitted to the sole and exclusive jurisdiction of the competent courts of Tel Aviv, Israel. Nothing in this Agreement, express or implied, shall create or confer upon any person or entity, other than the parties hereto any rights, remedies, obligations or liabilities, except as expressly provided herein. This Agreement may be executed in counterparts (including electronically), each one of which shall be deemed an original and all of which together shall constitute one Agreement.

[Signature Page – Share Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

CodeBlocks Ltd.		Dangot Computers Ltd.		OmniQ CORP.

By:	/S/ Erez Attia	By:	/S/ Shai Lustgarten	By:	/S/ Shai Lustgarten
Title:	President	Title:	President	Title:	CEO

/S/ Alina Lifshits				/S/ Erez Attia
Ms. Alina Lifshits				Mr. Erez Attia

Appendix A – Exercise Price Installment Schedule

Amount (NIS)		Payment Date
583,333		01/02/2024
583,333		01/05/2024
583,333		01/11/2024
583,333		01/02/2025
583,333		01/05/2025
583,333		01/08/2025
583,333		01/11/2025

Exhibit 99.1

OMNIQ ANNOUNCES THE ACQUISITION OF CODEBLOCKS LTD A LEADING FINTECH SOFTWARE DEVELOPER

The acquisition augments omniQ’s existing fintech presence in self-service kiosks, credit card payment systems, and point-of-sale technologies.

	●	With over 25,000 payment devices and hardware installations, omniQ is now poised to replace licensed software with CodeBlocks cutting-edge platforms.
	●	CodeBlocks proprietary software powers financial technology for major industry players.
	●	The solutions enable advanced features, software-as-a-service delivery, and higher margins compared to licensed software alternatives.

SALT LAKE CITY, February 5, 2024, — OMNIQ Corp. (NASDAQ: OMQS) (“OMNIQ” or “the Company”), a provider of Artificial Intelligence (AI)-based solutions, announced today that its wholly owned subsidiary acquired CodeBlocks Ltd (CodeBlocks) a leading Fintech software company with over 80,000 deployments.

OmniQ, acquired CodeBlocks in exchange for NIS 4,666,664 (approximately US $ 1,275,044 based on today’s exchange rate). The consideration is payable in seven equal installments with the final payment due on January 11, 2025. The purchase Agreement closed on February 1, 2024.

Shai Lustgarten, CEO, of omniQ commented “We are excited to welcome the CodeBlocks scientists to our team as we see the Fintech market as a significant growth engine and profit generator for omniQ. We will enjoy immediate cost savings by utilizing CodeBlocks technology, replacing historical licensing fees. In addition, as we integrate our proprietary software, we believe that we will have the opportunity to capture a bigger market share as well as introduce our solution to the US and other markets globally.”

Erez Attia CEO of CodeBlocks commented: “Following years of successfully developing our proprietary Fintech software, we are excited to join forces with a strong team and a dynamic company like ominQ in order to provide innovative solutions to the modern Fintech market.”

About OMNIQ Corp:

omniQ Corp. provides computerized and machine vision image processing solutions that use patented and proprietary 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. The technology and services provided by the Company help clients move people, assets, and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments.

omniQ’s customers include government agencies and leading Fortune 500 companies from several sectors, including manufacturing, retail, distribution, food and beverage, transportation and logistics, healthcare, oil, gas, and chemicals.

The Company currently addresses several billion-dollar markets, including the Global Safe City market, forecast to grow to $67.1 billion by 2028, and the smart parking market, forecasted to grow to $16.4 billion by 2030 and the fast-casual restaurant sector expected to reach $209 billion by 2027.

The technology and services provided by OMNIQ help clients move people, assets, and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments.

For more information please visit www.omniq.com.

Information about Forward-Looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Statements in this press release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

This release contains “forward-looking statements” that include information relating to future events and future financial and operating performance. The words “anticipate”, “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential” and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Examples of forward-looking statements include, among others, statements made in this press release regarding the closing of the private placement and the use of proceeds received in the private placement. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for the Company’s products particularly during the current health crisis, the introduction of new products, the Company’s ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company’s liquidity and financial strength to support its growth, the Company’s ability to manage credit and debt structures from vendors, debt holders and secured lenders, the Company’s ability to successfully integrate its acquisitions, and other information that may be detailed from time-to-time in OMNIQ Corp.’s filings with the United States Securities and Exchange Commission. Examples of such forward looking statements in this release include, among others, statements regarding revenue growth, driving sales, operational and financial initiatives, cost reduction and profitability, and simplification of operations. For a more detailed description of the risk factors and uncertainties affecting OMNIQ Corp., please refer to the Company’s recent Securities and Exchange Commission filings, which are available at https://www.sec.gov. OMNIQ Corp. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless otherwise required by law.

Contact Info:

IR@omniq.com

Cover	Jan. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2024
Entity File Number	001-40768
Entity Registrant Name	OMNIQ CORP.
Entity Central Index Key	0000278165
Entity Tax Identification Number	20-3454263
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1865 West 2100 South
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84119
City Area Code	(714)
Local Phone Number	899-4800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	OMQS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false