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): June 26, 2024

OMNIQ CORP.

(Exact name of registrant as specified in charter)

Delaware		001-40768		20-3454263
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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 7.01 Regulation FD

On June 26, 2024, Omniq Corp. (the “Company”) issued a press release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description

99.1		Press Release Dated June 26, 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: June 26, 2024

OMNIQ Corp.

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

Exhibit 99.1

OMNIQ Corp. Announces Transition from NASDAQ to OTC Markets

Trading to Continue Under Same Ticker Symbol OMQS

Salt Lake City, June 26, 2024 – OMNIQ Corp. (OTC PINK: OMQS) (“OMNIQ” or “the Company”), a leading provider of Artificial Intelligence (AI)-based solutions for supply chain management and data processing, today announced that its stock has transitioned from NASDAQ to the OTC Markets. OMNIQ’s stock continues to trade under the ticker symbol OMQS, ensuring uninterrupted market activity for its shareholders.

OMNIQ remains committed to maintaining the highest standards of corporate governance and transparency. Nasdaq determination to delist the company’s stock, effective May 7, 2024, is due to not meeting the minimum market value requirement of $35 million. OMNIQ remains fully compliant with all other regulatory guidelines and is actively taking steps to be relisted on a national exchange. This move reflects OMNIQ’s commitment to operational excellence and positions us for future opportunities.

Continuation on OTC Markets

OMNIQ’s stock has seamlessly transitioned to the OTC Markets, continuing to trade under the same ticker symbol, OMQS. Shareholders will not need to take any action as their investments remain secure and tradable.

Impact on Shareholders

OMNIQ assures its shareholders that this transition will not affect their holdings. The Company remains dedicated to delivering value and maintaining strong relationships with its investors.

“As we navigate this transition, our primary focus remains on delivering exceptional value to our shareholders and clients,” said Shai Lustgarten, CEO of OMNIQ. “We are committed to maintaining transparency and ensuring that our operations continue without disruption. We are taking all necessary steps to achieve a swift relisting on a national exchange.”

Company’s Strategic Direction

OMNIQ will continue its focus on delivering innovative AI-based solutions to a diverse range of industries, including supply chain management, homeland security, and public safety. Additionally, OMNIQ is expanding its portfolio with cutting-edge fintech products, new SaaS solutions, and advancements in mobile computing. These initiatives, along with our recent achievements and ongoing projects, demonstrate the Company’s robust market position and future potential. Our comprehensive suite of technologies is designed to enhance efficiency, security, and operational excellence for our clients.

About OMNIQ Corp.

OMNIQ Corp. excels in providing state-of-the-art computerized and machine vision image processing technologies, anchored in its proprietary and patented artificial intelligence innovations. The Company’s extensive range of services spans advanced data collection systems, real-time surveillance, and monitoring capabilities catered to various sectors, including supply chain management, homeland security, public safety, as well as traffic and parking management. These innovative solutions are strategically designed to secure and optimize the movement of individuals, assets, and information across essential infrastructures such as airports, warehouses, and national borders.

The Company serves a broad spectrum of clients, including government agencies and esteemed Fortune 500 corporations across several industries—manufacturing, retail, healthcare, distribution, transportation, logistics, food and beverage, and the oil, gas, and chemical sectors. By adopting OMNIQ Corp.’s advanced solutions, these organizations are better equipped to manage the intricacies of their domains, thereby enhancing their operational effectiveness.

OMNIQ Corp. has established a significant footprint in rapidly expanding markets. This includes the Global Safe City sector, predicted to reach $67.1 billion by 2028, the smart parking industry, expected to escalate to $16.4 billion by 2030, and the fast-casual restaurant market, projected to hit $209 billion by 2027. These engagements reflect the Company’s strategic alignment with industries that are witnessing a growing need for cutting-edge AI technology solutions.

For additional information, please visit www.OMNIQ.com.

Information about forward-looking statements

This press release includes forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995, specifically under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements, which address expected future events, economic performance, and financial outcomes, are not historical facts but predictions based on current expectations and projections.

Such forward-looking statements, identifiable by terms like “anticipate,” “expect,” “may,” “believe,” and similar expressions, should not be seen as guarantees of future results. They are based on the information available at the time of making and reflect management’s current expectations about future events. These statements are subject to various risks and uncertainties that could cause actual results to differ significantly from those projected or implied. Some of these risks include fluctuations in product demand, the introduction of new offerings, maintaining customer and strategic relationships, competitive pressures, market growth, financial liquidity, debt management, and the ability to integrate new acquisitions effectively.

Specific forward-looking statements in this release include expectations regarding financial strategies, revenue growth, and operational improvements. For a detailed discussion of risks and uncertainties that could affect OMNIQ Corp.’s future performance, please refer to our recent filings with the Securities and Exchange Commission at https://www.sec.gov. OMNIQ Corp. does not commit to updating these forward-looking statements unless required by law.

Contact Information

IR@omniq.com

Cover	Jun. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 26, 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