OMNIQ (OMQS) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	Apr. 29, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-09047
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	(801)
Local Phone Number	244-9577
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	OMQS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,560,707

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 6,922	$ 7,085
Accounts receivable, net	29,789	27,123
Inventory	7,517	6,955
Prepaid expenses	1,443	1,987
Other current assets	10	9
Total current assets	45,681	43,159
Property and equipment, net of accumulated depreciation of $1,483 and $2,203 respectively	1,009	1,127
Goodwill	16,453	16,453
Trade name, net of accumulated amortization of $4,011 and $3,863, respectively	2,272	2,421
Customer relationships, net of accumulated amortization of $9,936 and $9,660, respectively	5,793	6,069
Other intangibles, net of accumulated amortization of $1,485 and $1,457, respectively	818	865
Right of use lease asset	3,278	3,556
Other assets	1,630	1,431
Total assets	76,934	75,081
Current liabilities
Accounts payable and accrued liabilities	48,348	45,553
Line of credit	7,353	5,951
Accrued payroll and sales tax	3,365	2,658
Notes payable, related parties – current portion	390	390
Notes payable – current portion	7,547	7,521
Lease liability – current portion	1,304	1,341
Other current liabilities	2,681	2,683
Total current liabilities	70,988	66,097
Notes payable, related party, less current portion	195	293
Accrued interest and accrued liabilities, related party	68	63
Notes payable, less current portion	3,128	2,646
Lease liability	2,024	2,266
Other long term liabilities	73	1,418
Total liabilities	76,476	72,783
Stockholders’ equity (deficit)
Preferred Stock Value	1	1
Common stock; $0.001 par value; 15,000,000 shares authorized; 7,560,001 and 7,459,534 shares issued and outstanding, respectively.	20	20
Additional paid-in capital	71,413	70,606
Accumulated deficit	(73,255)	(70,571)
Cumulative Translation Adjustment	(164)	(154)
Total OmniQ stockholders’ deficit	(1,985)	(98)
Non-controlling interest	2,443	2,396
TOTAL STOCKHOLDERS’ EQUITY	458	2,298
Total liabilities and stockholders’ equity	76,934	75,081
Series A Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred Stock Value
Series B Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred Stock Value
Series C Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred Stock Value	$ 1	$ 1

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property and equipment, accumulated depreciation	$ 1,483	$ 2,203
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	15,000,000	15,000,000
Common stock, shares, issued	7,560,001	7,459,534
Common stock, shares, outstanding	7,560,001	7,459,534
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	1	1
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	3,000,000	3,000,000
Preferred stock, shares issued	544,500	544,500
Preferred stock, shares outstanding	544,500	544,500
Trade Names [Member]
Finite-Lived Intangible Assets, Accumulated Amortization	$ 4,011	$ 3,863
Customer Relationships [Member]
Finite-Lived Intangible Assets, Accumulated Amortization	9,936	9,660
Other Intangible Assets [Member]
Finite-Lived Intangible Assets, Accumulated Amortization	$ 1,485	$ 1,457

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues
Total Revenues	$ 26,322	$ 19,751
Cost of goods sold
Cost of goods sold	20,194	17,115
Gross profit	6,128	2,636
Operating expenses
Research & Development	523	494
Selling, general and administrative	6,476	4,438
Depreciation	93	43
Amortization	445	525
Total operating expenses	7,537	5,500
Loss from operations	(1,409)	(2,864)
Other income (expenses):
Interest expense	(812)	(589)
Other (expenses) income	(264)	110
Total other expenses	(1,076)	(479)
Net Loss Before Income Taxes	(2,485)	(3,343)
Provision for Income Taxes
Current	(84)
Total Provision for Income Taxes	(84)
Net Loss	(2,569)	(3,343)
Net income attributable to noncontrolling interest	67
Net Loss attributable to OmniQ Corp	(2,636)	(3,343)
Net loss	(2,569)	(3,343)
Foreign currency translation adjustment	(10)	105
Comprehensive loss	(2,579)	(3,238)
Reconciliation of net loss to net loss attributable to common shareholders
Less: Preferred stock – Series C dividend	(48)	(31)
Net loss less series C dividend	(2,617)	(3,374)
Net income after series C dividend attributable to noncontrolling interest	67
Net loss after series C dividend attributable to common stockholders’ of OmniQ Corp	$ (2,684)	$ (3,374)
Net (loss) per share - basic attributable to common stockholders’ of OmniQ Corp	$ (0.34)	$ (0.70)
Weighted average number of common shares outstanding - basic	7,511,376	4,700,737

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Preferred Stock [Member]Series C Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Shares Repurchased [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 2	$ 5	$ 51,842		$ (56,726)		$ (166)	$ (5,043)
Beginning balance, shares at Dec. 31, 2020	2,145	4,685
Dividend on Class C Shares					(31)			(31)
ESPP Stock Issuance			1					1
Stock-based compensation – options, warrants, issuances			786					786
Stock and Warrant issued for services			188					188
Stock and Warrant issued for services, shares		25
Exercise of stock options and warrants			2					2
Exercise of stock options and warrants, shares		6
Cumulative Translation Adjustment							105	105
Other					(4)			(4)
Net (loss) income					(3,343)			(3,343)
Ending balance, value at Mar. 31, 2021	$ 2	$ 5	52,819		(60,104)		(61)	(7,339)
Ending balance, shares at Mar. 31, 2021	2,145	4,716
Beginning balance, value at Dec. 31, 2021	$ 1	$ 20	70,606		(70,571)	2,396	(154)	2,298
Beginning balance, shares at Dec. 31, 2021	544	7,459
Dividend on Class C Shares					(48)			(48)
ESPP Stock Issuance			8					8
Stock-based compensation – options, warrants, issuances			460					460
Exercise of stock options and warrants			41					41
Exercise of stock options and warrants, shares		99
Cumulative Translation Adjustment						(20)	(10)	(30)
Net (loss) income					(2,636)	67		(2,569)
ESPP stock issuance, shares		2
Warrant issued for services			298					298
Ending balance, value at Mar. 31, 2022	$ 1	$ 20	$ 71,413		$ (73,255)	$ 2,443	$ (164)	$ 458
Ending balance, shares at Mar. 31, 2022	544	7,560

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operations
Net loss	$ (2,569)	$ (3,343)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on disposal of property and equipment	46
Stock-based compensation	460	974
Depreciation and amortization	538	568
Amortization of ROU asset	222	7
Changes in operating assets and liabilities:
Accounts receivable	(2,641)	(1,767)
Prepaid expenses	506	36
Inventory	(678)	(840)
Other assets	(167)
Accounts payable and accrued liabilities	3,017	7,266
Accrued interest and accrued liabilities, related party	5
Accrued payroll and sales taxes payable	737	(353)
Lease liability	(220)	(7)
Deferred tax assets, net	(65)
Other liabilities	34	(32)
Net cash provided by (used in) operating activities	(775)	2,509
Cash flows from investing activities
Purchase of property and equipment	(41)	(2)
Proceeds from sale of other assets	(23)	565
Net cash provided by (used in) investing activities	(64)	563
Cash flows from financing activities
Proceeds from ESPP stock issuance	8	1
Proceeds from exercise of options and warrants	41
Dividends paid	(1,346)
Payments on notes/loans payable	566	(142)
Net proceeds from draw on line of credit	1,699	(4,914)
Net cash provided by (used in) financing activities	968	(5,055)
Net change in cash and cash equivalents	130	(1,983)
Effect of foreign exchange rates on cash and cash equivalents	(292)	58
Cash and cash equivalents at beginning of period	7,085	4,594
Cash and cash equivalents at end of period	6,922	2,669
Non-cash activities:
Declared dividends payable	180
Purchase of PP&E with financing		155
Warrants/stock issued for service	298	188
Supplemental disclosure of cash flow information:
Cash paid for interest	1,105	585
Cash paid for income taxes

ORGANIZATION AND SUMMARY OF SIG

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The condensed consolidated financial statements include the accounts of OMNIQ Corp, and its wholly owned subsidiaries, referred to herein as “we,” “us,” “OMNIQ,” or the “Company”. Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”). We describe our significant accounting policies in Note 2 of the notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021. During three-month period ended March 31, 2022, there were no significant changes to those accounting policies. Net Loss Per Common Share Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the three-months ended March 31, 2022 and 2021 were 7,511,376 4,700,737 The following table sets forth the potentially dilutive securities excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported as of: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE In thousands March 31, 2022 March Options to purchase common stock 2,189 1,648 Convertible preferred stock - - Warrants to purchase common stock 1,412 1,227 Potential shares excluded from diluted net loss per share 3,601 2,875

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
LIQUIDITY AND CAPITAL RESOURCES	NOTE 2 – LIQUIDITY AND CAPITAL RESOURCES The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. The following are the principal conditions or events which potentially raise substantial doubt about the company’s ability to continue as a going concern: ● Balancing the need for operational cash with the need to add additional products ● Timely and cost-effective development of products ● Working capital deficit of $ 25 million as of March 31, 2022 ● Accumulated deficit of $ 73 million as of March 31, 2022 ● Multiple years of losses from operations ● Multiple years of negative cash flows from operations These facts and others have in the past raised concerns about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, which we have successfully accomplished to date. The following conditions, plans and actions are currently being implemented by management to address the Company’s conditions: ● The Company has common stock which is now traded publicly on the NASDAQ stock exchange. Accordingly, it is better able to successfully raise capital when needed. In addition, there are outstanding warrants from prior offerings that could be exercised depending upon the performance of our stock. ● The Company raised gross proceeds of $ 15 ● The Company received financing for the acquisition of the last 23% of shares of Dangot on March 30, 2022. The Company also expects that Dangot’s cashflow will be able to service the debts associated with its acquisition without the need for cash from the rest of the group. See note 11. ● The acquisition of Dangot has added capabilities to the Company which have already transformed into significant new orders (so far approx. $ 1.3 ● Management is evaluating operating expenses and is developing a plan to reduce expenditures without negatively impacting current operations. ● March 25, 2022 management finalized an $ 8.5 M line of credit from Western Alliance Bank. This line of credit replaced the high interest Action Capital line of Credit ($ 6 M) and settle the ScanSource debt $ 2.5 M. Overall the effective interest rate of the new line of credit is approx. 7% compared to 12% with Action and 10% with ScanSource . ● As of March 31, 2022, the Company had approximately $ 7 million, in cash, which is sufficient cash to last 15 months at the current burn rate. ● Historical results - For over ten years, the Company’s audit opinion has contained an explanatory paragraph describing an uncertainty about the Company’s ability to continue as a going concern. The fact that the Company has a ten plus year plus history of continuing operations, in and of itself, demonstrates an ability to continue for a period of 12 months, post-issuance of each report. ● Blue Star - The Company’s total accounts payable due to Blue Star as of March 31, 2022 was approximately $ 33 M. Blue Star is an unsecured creditor, financing a substantial amount the Company’s supply chain demand. Blue Star continues selling to the Company with preferable credit terms. Blue Star has agreed to reduce the annual interest rate on invoices that are past due to just 5 %. We anticipate, consistent with prior periods, Blue Star will continue to extend us such preferable payments terms in the foreseeable future. As an unsecured creditor of the Company, Blue Star has no incentive to force a liquidation. The Company has enjoyed a good mutual relationship for the past four years. Management believes that the aggregate impact of these plans is to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern within one year after the date financial statement issuance.

CONCENTRATIONS

CONCENTRATIONS	3 Months Ended
	Mar. 31, 2022
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 3 – CONCENTRATIONS For the three-months ended March 31, 2022 and the year ended December 31, 2021, two customers accounted for 15.2 % and two customer accounted for 23 % , respectively, of the Company’s consolidated revenues. Accounts receivable at March 31, 2022 and December 31, 2021 are made up of trade receivables due from customers in the ordinary course of business. Four customers made up 22 17 For the three months ended March 31, 2022 and the year ended December 31, 2021 one vendor made up 71 65

BUSINESS ACQUISITION

BUSINESS ACQUISITION	3 Months Ended
	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
BUSINESS ACQUISITION	NOTE 4 – BUSINESS ACQUISITION Dangot Computers Ltd On May 3, 2021, the Company and Omniq Technologies Ltd., a wholly owned subsidiary of the Company (“Omniq Technologies”) entered into a share purchase agreement (the “Dangot Share Purchase Agreement”) with Mr. Haim Dangot. The Closing Consideration was paid on July 8, 2021 in the following manner: (a) the Company issued 220,103 2,084 5,058 600 Effective October 1, 2021 the Company exercised a portion of its option and purchased an additional 26 77 4,012,000 23 The following proforma unaudited revenue and earnings as if the acquisition had been included in the consolidated results of the company for the three months ended March 31, 2021. SCHEDULE OF ACQUISITIONS UNAUDITED REVENUE March 31, 2022 2021 (in thousands/unaudited) Revenue $ 26,322 $ 29,573 Net loss $ (2,569 ) $ (2,887 ) Individual pro forma results for each acquisition are not disclosed, as individually these acquisitions would not have a material impact on the Company’s financial statements. Since the acquisition the amounts included in the consolidated statement of comprehensive income from Dangot Computers Ltd. for the three months ended March 31, 2022, was $ 11.5 293

CREDIT FACILITIES AND LINE OF C

CREDIT FACILITIES AND LINE OF CREDIT	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
CREDIT FACILITIES AND LINE OF CREDIT	NOTE 5 – CREDIT FACILITIES AND LINE OF CREDIT We maintain operating lines of credit, factoring and revolving credit facilities with banks and finance companies to provide us working capital. On March 25, 2022 we entered into a Business Finance Agreement (the “BFA”) with BridgeBank a division of Western Alliance Bank (“BridgeBank”) to establish the sale of accounts receivable credit facility, whereby we may obtain short-term financing by selling and assigning acceptable accounts receivables to BridgeBank. Pursuant to the BFA, the outstanding principal amount of advances made by BridgeBank at any time shall not exceed $ 8.5 million. BridgeBank reserves and withholds to 15 % of the face amount of each account purchased in a reserve account. During the three months ended March 31, 2022 we borrowed a total of $ 7.9 645 The annual interest rate with respect to the daily average balance of unpaid advances outstanding under the BFA (computed on a monthly basis) is equal to the “Prime Rate” of Wells Fargo Bank N.A. plus 1.5 0.15

RELATED PARTY NOTES PAYABLE

RELATED PARTY NOTES PAYABLE	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY NOTES PAYABLE	NOTE 6 – RELATED PARTY NOTES PAYABLE Related party notes payable, consisted of the following as of: SCHEDULE OF NOTES PAYABLE, RELATED PARTIES March 31, 2022 December 31, 2021 In thousands Note payable –Marin $ 360 $ 420 Note payable –Thomet 225 263 Total notes payable 585 683 Less current portion 390 390 Long-term portion $ 195 $ 293 Note Payable -Marin In December 2017, we entered into a $ 660 1.89 60 monthly 20 68 Note Payable – Thomet In December 2017, we entered into a $ 750 zero 60 monthly 13 Future maturities of related party notes payable as of March 31, 2022, are as follows: SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES In thousands 2022 390 2023 195 Total $ 585

OTHER NOTES PAYABLE

OTHER NOTES PAYABLE	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
OTHER NOTES PAYABLE	NOTE 7 – OTHER NOTES PAYABLE SCHEDULE OF OTHER NOTES PAYABLE (In thousands) March 31, 2022 December 31, 2021 Note Payable- Supplier $ - $ 2,243 Note Payable other 10,675 7,924 Total 10,675 10,167 Less current portion 7,547 7,521 Long Term Notes Payable $ 3,128 $ 2,646 Note Payable - Supplier On July 18, 2016, the Company and the Supplier entered into a certain secured promissory note, with an effective date of July 1, 2016, in the principal amount of $ 12.5 18 250 ● On July 20, 2021, the Company entered into the Eighth Amendment to the Secured Promissory Note (the “Eighth Amendment”) extending the maturity date to August 15, 2022 and reducing the interest rate from 18 10 300 ● On March 25, 2022 the Company has paid off the entire remaining balance owed to the supplier. Notes Payable other On July 29, 2021 the Company entered into a long-term loan from Leumi Bank totaling NIS 7 million, which at the time was approximately $ 2.16 million. The note accrues interest at 4.7 % per annum and is payable in 8 installments of principal and interest over 4 years. The note is secured by shares of Dangot Computers, Ltd. On November 28, 2021 the Company entered into another long-term loan from Leumi Bank totaling NIS 3.5 million, which at the time was approximately $ 1.1 million. The note accrues interest at 4.7 % per annum and is payable in 8 installments of principal and interest over 4 years. The note is secured by shares of Dangot Computers, Ltd. During the year ended December 31, 2021, the Company entered into five lines of credit totaling NIS 17.5 13.6 4.4 On August 11, 2021, the Company purchased vehicles using cash and financing of NIS 500 thousand, approximately $ 155 thousand, to be paid off in monthly interest and principal payments over 5 years. The loan accrues interest at 7.5 % per annum and is secured by the vehicles. As of March 31, 2022, the remaining balance was NIS 436 thousand, which was approximately $ 137 thousand. On March 27, 2022 the Company entered into another long-term loan from Leumi Bank totaling NIS 3.5 million, which at the time was approximately $ 1.1 million. The note accrues interest at 4.7 % per annum and is payable in 8 installments of principal and interest over 4 years. The note is secured by shares of Dangot Computers, Ltd.

OTHER LIABILITIES

OTHER LIABILITIES	3 Months Ended
	Mar. 31, 2022
Other Liabilities Disclosure [Abstract]
OTHER LIABILITIES	NOTE 8 – OTHER LIABILITIES SCHEDULE OF OTHER LIABILITIES (In thousands) March 31, 2022 December 31, 2021 Other vendor payable $ 801 $ 801 Dividend payable 73 1,418 Others 1,880 1,882 Total other liabilities 2,754 4,101 Less Current Portion (2,681 ) (2,683 ) Total long term other liabilities $ 73 $ 1,418

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 9 – STOCKHOLDERS’ EQUITY PREFERRED STOCK Series A As of March 31, 2022, there were 2,000,000 no The board of directors of the Company (the “Board”) had previously set the voting rights for the Series A preferred stock at 1 share of preferred to 250 common shares Series B As of March 31, 2022, there was 1 no Series C As of March 31, 2022, there were 3,000,000 544,500 0.06 1 129 The Series C Preferred Stock has a liquidation value and conversion price of $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) and automatically converts into Common Stock at $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) in the event that the Company’s common stock has a closing price of $30 per share for 20 consecutive trading days COMMON STOCK In October 2021, OMNIQ’ Board of Directors adopted an Equity Incentive Plan (the “Plan”), as an incentive to retain in the employ of and attract new employees, directors, officers, consultants, advisors and employees to the Company. Pursuant to the Plan, 1,118,856 0.001 No 792,500 For the three months ending March 31, 2022, 163,050 98,805 In December 2015, our Board of Directors approved the OMNIQ. Employee Stock Purchase Plan (the “ESPP”). For the three months ending March 31, 2022 employees purchased 1,662 shares or $ 8 thousand of common stock.

LITIGATION

LITIGATION	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
LITIGATION	NOTE 10 – LITIGATION The Company was named a defendant in a case involving a former employee who claims he is owed approximately $ 60 The company is not a party to any other pending material legal proceeding in which it is defending against any claims of material significance. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. To the knowledge of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s Common Stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS On April 1, 2022, the Company closed on its acquisition of Dangot and exercised the remaining portion of its option to purchase 23.0 3,518,000

ORGANIZATION AND SUMMARY OF S_2

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Loss Per Common Share	Net Loss Per Common Share Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the three-months ended March 31, 2022 and 2021 were 7,511,376 4,700,737 The following table sets forth the potentially dilutive securities excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported as of: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE In thousands March 31, 2022 March Options to purchase common stock 2,189 1,648 Convertible preferred stock - - Warrants to purchase common stock 1,412 1,227 Potential shares excluded from diluted net loss per share 3,601 2,875

ORGANIZATION AND SUMMARY OF S_3

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE	The following table sets forth the potentially dilutive securities excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported as of: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE In thousands March 31, 2022 March Options to purchase common stock 2,189 1,648 Convertible preferred stock - - Warrants to purchase common stock 1,412 1,227 Potential shares excluded from diluted net loss per share 3,601 2,875

BUSINESS ACQUISITION (Tables)

BUSINESS ACQUISITION (Tables)	3 Months Ended
	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
SCHEDULE OF ACQUISITIONS UNAUDITED REVENUE	The following proforma unaudited revenue and earnings as if the acquisition had been included in the consolidated results of the company for the three months ended March 31, 2021. SCHEDULE OF ACQUISITIONS UNAUDITED REVENUE March 31, 2022 2021 (in thousands/unaudited) Revenue $ 26,322 $ 29,573 Net loss $ (2,569 ) $ (2,887 )

RELATED PARTY NOTES PAYABLE (Ta

RELATED PARTY NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
SCHEDULE OF NOTES PAYABLE, RELATED PARTIES	Related party notes payable, consisted of the following as of: SCHEDULE OF NOTES PAYABLE, RELATED PARTIES March 31, 2022 December 31, 2021 In thousands Note payable –Marin $ 360 $ 420 Note payable –Thomet 225 263 Total notes payable 585 683 Less current portion 390 390 Long-term portion $ 195 $ 293
SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES	Future maturities of related party notes payable as of March 31, 2022, are as follows: SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES In thousands 2022 390 2023 195 Total $ 585

OTHER NOTES PAYABLE (Tables)

OTHER NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
SCHEDULE OF OTHER NOTES PAYABLE	SCHEDULE OF OTHER NOTES PAYABLE (In thousands) March 31, 2022 December 31, 2021 Note Payable- Supplier $ - $ 2,243 Note Payable other 10,675 7,924 Total 10,675 10,167 Less current portion 7,547 7,521 Long Term Notes Payable $ 3,128 $ 2,646

OTHER LIABILITIES (Tables)

OTHER LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2022
Other Liabilities Disclosure [Abstract]
SCHEDULE OF OTHER LIABILITIES	SCHEDULE OF OTHER LIABILITIES (In thousands) March 31, 2022 December 31, 2021 Other vendor payable $ 801 $ 801 Dividend payable 73 1,418 Others 1,880 1,882 Total other liabilities 2,754 4,101 Less Current Portion (2,681 ) (2,683 ) Total long term other liabilities $ 73 $ 1,418

SCHEDULE OF ANTI DILUTIVE SECUR

SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares excluded from diluted net loss per share	3,601	2,875
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares excluded from diluted net loss per share	2,189	1,648
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares excluded from diluted net loss per share
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares excluded from diluted net loss per share	1,412	1,227

ORGANIZATION AND SUMMARY OF S_4

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Weighted-average number of common shares outstanding	7,511,376	4,700,737

LIQUIDITY AND CAPITAL RESOURC_2

LIQUIDITY AND CAPITAL RESOURCES (Details Narrative) - USD ($) $ in Thousands	Jul. 31, 2021	Mar. 31, 2022	Dec. 31, 2021	Aug. 11, 2021
Restructuring Cost and Reserve [Line Items]
Working capital deficit		$ 25,000
Accumulated deficit		73,255	$ 70,571
Proceeds from issuance of private placement	$ 15,000
Business combination revenues and gains recognized		$ 1,300
Line of Credit Facility, Interest Rate Description		Overall the effective interest rate of the new line of credit is approx. 7% compared to 12% with Action and 10% with ScanSource
Line of Credit Facility, Current Borrowing Capacity		$ 7,900
Debt Instrument, Interest Rate, Stated Percentage				7.50%
Scan Source Inc [Member]
Restructuring Cost and Reserve [Line Items]
Repayments of Related Party Debt		2,500
Line of Credit Facility, Current Borrowing Capacity		7,000
Blue Star [Member]
Restructuring Cost and Reserve [Line Items]
Accounts Payable, Related Parties		$ 33,000
Debt Instrument, Interest Rate, Stated Percentage		5.00%
Action Capital [Member]
Restructuring Cost and Reserve [Line Items]
Long-Term Line of Credit		$ 6,000
Western Alliance Bank [Member]
Restructuring Cost and Reserve [Line Items]
Long-Term Line of Credit		$ 8,500
Dangot Computers Ltd [Member]
Restructuring Cost and Reserve [Line Items]
Business Acquisition, Description of Acquired Entity		The Company received financing for the acquisition of the last 23% of shares of Dangot on March 30, 2022.

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member]	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Revenue Benchmark [Member] | Two Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	15.20%	23.00%
Accounts Receivable [Member] | Four Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	22.00%
Accounts Receivable [Member] | One Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage		17.00%
Accounts Payable [Member] | One Vendor [Member]
Concentration Risk [Line Items]
Concentration risk percentage	71.00%	65.00%

SCHEDULE OF ACQUISITIONS UNAUDI

SCHEDULE OF ACQUISITIONS UNAUDITED REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Revenue	$ 26,322	$ 29,573
Net loss	$ (2,569)	$ (2,887)

BUSINESS ACQUISITION (Details N

BUSINESS ACQUISITION (Details Narrative) - USD ($)	Jul. 08, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Oct. 02, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase of additional option percent					26.00%
Equity method ownership, percentage					77.00%
Payments of stock issued cost				$ 4,012,000
Percentage of purchase of shares					23.00%
Net income		$ (2,636,000)	$ (3,343,000)
Dangot Computers Ltd [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenues		11,500,000
Net income		$ 293,000
Dangot Share Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares	220,103
Stock issued during period, value	$ 2,084,000
Cash	5,058,000
Accrued payable to owner	$ 600,000

CREDIT FACILITIES AND LINE OF_2

CREDIT FACILITIES AND LINE OF CREDIT (Details Narrative) - USD ($) $ in Thousands	Mar. 25, 2022	Mar. 31, 2022
Line of Credit Facility [Line Items]
Line of credit borrowed amount		$ 7,900
Line of credit, origination fees		$ 645
Business Finance Agreement [Member] | Bridge Bank [Member]
Line of Credit Facility [Line Items]
Line of credit facility maximum borrowing capacity	$ 8,500
Percentage of reserve account	15.00%
Line of credit facility, unused capacity, commitment fee percentage	0.15%
Business Finance Agreement [Member] | Bridge Bank [Member] | Prime Rate [Member]
Line of Credit Facility [Line Items]
Line of credit facility, unused capacity, commitment fee percentage	1.50%

SCHEDULE OF NOTES PAYABLE, RELA

SCHEDULE OF NOTES PAYABLE, RELATED PARTIES (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Total notes payable	$ 585	$ 683
Less current portion	390	390
Long-term portion	195	293
Note Payable - Marin [Member]
Short-Term Debt [Line Items]
Total notes payable	360	420
Note Payable - Thomet [Member]
Short-Term Debt [Line Items]
Total notes payable	$ 225	$ 263

SCHEDULE OF FUTURE MATURITIES O

SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES (Details) $ in Thousands	Mar. 31, 2022USD ($)
Related Party Transactions [Abstract]
2022	$ 390
2023	195
Total	$ 585

RELATED PARTY NOTES PAYABLE (De

RELATED PARTY NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Oct. 31, 2018	Dec. 31, 2017	Mar. 31, 2022	Dec. 31, 2021	Aug. 11, 2021
Short-Term Debt [Line Items]
Notes payable related parties			$ 585	$ 683
Debt instrument interest rate					7.50%
Accrued interest payable			$ 68
Marin Note [Member]
Short-Term Debt [Line Items]
Notes payable related parties		$ 660
Debt instrument interest rate		1.89%
Debt instrument, payment terms		60 monthly
Monthly principal payments	$ 20
Thomet Note [Member]
Short-Term Debt [Line Items]
Notes payable related parties		$ 750
Debt instrument interest rate		0.00%
Debt instrument, payment terms		60 monthly
Monthly principal payments	$ 13

SCHEDULE OF OTHER NOTES PAYABLE

SCHEDULE OF OTHER NOTES PAYABLE (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Total	$ 10,675	$ 10,167
Less current portion	7,547	7,521
Long Term Notes Payable	3,128	2,646
Note Payable- Supplier [Member]
Short-Term Debt [Line Items]
Total		2,243
Note Payable Other [Member]
Short-Term Debt [Line Items]
Total	$ 10,675	$ 7,924

OTHER NOTES PAYABLE (Details Na

OTHER NOTES PAYABLE (Details Narrative) ₪ in Thousands, $ in Thousands

Mar. 27, 2022USD ($)Integer

Nov. 28, 2021USD ($)Integer

Aug. 11, 2021USD ($)

Jul. 29, 2021USD ($)Integer

Jul. 20, 2021USD ($)

Jul. 18, 2016USD ($)

Mar. 31, 2022USD ($)

Mar. 31, 2022ILS (₪)

Mar. 27, 2022ILS (₪)Integer

Dec. 31, 2021USD ($)

Dec. 31, 2021ILS (₪)

Nov. 28, 2021ILS (₪)Integer

Aug. 11, 2021ILS (₪)

Jul. 29, 2021ILS (₪)Integer

Debt Instrument [Line Items]

Debt instruments interest rate

7.50%

7.50%

Loans payable

$ 155

$ 137

₪ 436

₪ 500

Debt Instrument, Term

5 years

Line of Credit [Member]

Debt Instrument [Line Items]

Loans payable

$ 4,400

₪ 17,500

Loans payable outstanding amount | ₪

₪ 13,600

Leumi Bank [Member]

Debt Instrument [Line Items]

Debt instruments interest rate

4.70%

4.70%

4.70%

4.70%

4.70%

4.70%

Loans payable

$ 1,100

$ 1,100

$ 2,160

₪ 3,500

₪ 3,500

₪ 7,000

Number of installments | Integer

8

8

8

8

8

8

Debt Instrument, Term

4 years

4 years

4 years

Eighth Amendment [Member]

Debt Instrument [Line Items]

Debt instruments periodic payment

$ 300

Eighth Amendment [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt instrument interest rate

18.00%

Eighth Amendment [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt instrument interest rate

10.00%

Secured Promissory Note [Member]

Debt Instrument [Line Items]

Debt instrument face amount

$ 12,500

Debt instruments interest rate

18.00%

Debt instruments periodic payment

$ 250

SCHEDULE OF OTHER LIABILITIES (

SCHEDULE OF OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
Other vendor payable	$ 801	$ 801
Dividend payable	73	1,418
Others	1,880	1,882
Total other liabilities	2,754	4,101
Less Current Portion	(2,681)	(2,683)
Total long term other liabilities	$ 73	$ 1,418

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Feb. 25, 2022	Oct. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock, price per share			$ 0.001			$ 0.001
Stock options granted	792,500
Stock issued during period employee stock purchase plans, value			$ 8	$ 1
Common Stock [Member]
Class of Stock [Line Items]
Stock options and warrants exercised			163,050
Stock warrant exercised			98,805
Stock issued during period shares employee stock purchase plans			2,000
Stock issued during period employee stock purchase plans, value
Equity Incentive Plan [Member] | Common Stock [Member]
Class of Stock [Line Items]
Stock issued during new issues, shares		1,118,856				0
Common stock, price per share		$ 0.001
Employee Stock Purchase Plan [Member] | Common Stock [Member]
Class of Stock [Line Items]
Stock issued during period shares employee stock purchase plans			1,662
Stock issued during period employee stock purchase plans, value					$ 8
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			2,000,000			2,000,000
Preferred stock, shares outstanding			0			0
Preferred stock voting rights			The board of directors of the Company (the “Board”) had previously set the voting rights for the Series A preferred stock at 1 share of preferred to 250 common shares
Preferred stock, shares issued			0			0
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			1			1
Preferred stock, shares outstanding			0			0
Preferred stock, shares issued			0			0
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			3,000,000			3,000,000
Preferred stock, shares outstanding			544,500			544,500
Preferred stock, shares issued			544,500			544,500
Dividends payable, amount per share			$ 0.06
Preferred stock, liquidation preference per share			$ 1
Dividends			$ 129
Preferred stock conversion, description			The Series C Preferred Stock has a liquidation value and conversion price of $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) and automatically converts into Common Stock at $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) in the event that the Company’s common stock has a closing price of $30 per share for 20 consecutive trading days

LITIGATION (Details Narrative)

LITIGATION (Details Narrative) $ in Thousands	Mar. 31, 2022USD ($)
Commitments and Contingencies Disclosure [Abstract]
Accrued Liabilities for Commissions, expense and taxes	$ 60

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Dangot [Member]	Apr. 02, 2022USD ($)
Subsequent Event [Line Items]
Percentage of purchase price	23.00%
Stock issued during period, value, purchase of assets	$ 3,518,000