OMNIQ (OMQS) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 07, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
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	(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		7,694,052

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 3,791	$ 7,085
Accounts receivable, net	26,583	27,123
Inventory	8,038	6,955
Prepaid expenses	2,311	1,987
Other current assets	13	9
Total current assets	40,736	43,159
Property and equipment, net of accumulated depreciation of $1,397 and $2,203 respectively	940	1,127
Goodwill	16,519	16,453
Trade name, net of accumulated amortization of $4,309 and $3,863, respectively	1,975	2,421
Customer relationships, net of accumulated amortization of $10,487 and $9,660, respectively	5,242	6,069
Other intangibles, net of accumulated amortization of $1,485 and $1,457, respectively	723	865
Right of use lease asset	2,582	3,556
Other assets	1,628	1,431
Total assets	70,345	75,081
Current liabilities
Accounts payable and accrued liabilities	50,874	45,553
Line of credit	7,533	5,951
Accrued payroll and sales tax	2,860	2,658
Notes payable, related parties – current portion	390	390
Notes payable – current portion	7,995	7,521
Lease liability – current portion	1,000	1,341
Other current liabilities	2,558	2,683
Total current liabilities	73,210	66,097
Long term liabilities
Notes payable, related party, less current portion		293
Accrued interest and accrued liabilities, related party	71	63
Notes payable, less current portion	2,855	2,646
Lease liability	1,628	2,266
Other long term liabilities	145	1,418
Total liabilities	77,909	72,783
Stockholders’ equity (deficit)
Preferred Stock Value	1	1
Common stock; $0.001 par value; 15,000,000 shares authorized; 7,612,744 and 7,448,597 shares issued and outstanding, respectively.	8	20
Additional paid-in capital	72,568	70,606
Accumulated (deficit)	(80,401)	(70,571)
Cumulative Translation Adjustment	260	(154)
Total OmniQ stockholders’ deficit	(7,564)	(98)
Non controlling interest		2,396
TOTAL EQUITY (DEFICIT)	(7,564)	2,298
Total liabilities and equity (deficit)	70,345	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	Sep. 30, 2022	Dec. 31, 2021
Property and equipment, accumulated depreciation	$ 1,397	$ 2,203
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	15,000,000	15,000,000
Common stock, shares, issued	7,612,744	7,448,597
Common stock, shares outstanding	7,612,744	7,448,597
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	$ 4,309	$ 3,863
Customer Relationships [Member]
Finite-lived intangible assets, accumulated amortization	10,487	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		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues
Total Revenues	$ 27,008	$ 20,513	$ 77,539	$ 53,383
Cost of goods sold
Cost of goods sold	21,032	15,842	59,449	42,778
Gross profit	5,976	4,671	18,090	10,605
Operating expenses
Research & Development	445	474	1,436	1,437
Selling, general and administrative	7,624	6,801	21,173	15,348
Depreciation	91	82	241	167
Amortization	474	1,528	1,326	2,575
Total operating expenses	8,634	8,885	24,176	19,527
Loss from operations	(2,658)	(4,214)	(6,086)	(8,922)
Other income (expenses):
Interest expense	(880)	(587)	(2,569)	(1,890)
Other (expenses) income	(217)	(158)	(870)	2
Total other expenses	(1,097)	(745)	(3,439)	(1,888)
Net Loss Before Income Taxes	(3,755)	(4,959)	(9,525)	(10,810)
Provision for Income Taxes
Current	(55)	(117)	(41)	(119)
Total Provision for Income Taxes	(55)	(117)	(41)	(119)
Net Loss	(3,810)	(5,076)	(9,566)	(10,929)
Net income attributable to noncontrolling interest		166	67	166
Net Loss attributable to OmniQ Corp	(3,810)	(5,242)	(9,633)	(11,095)
Foreign currency translation adjustment	241	(58)	260	(24)
Comprehensive loss	(3,569)	(5,134)	(9,306)	(10,953)
Reconciliation of net loss to net loss attributable to common shareholders
Net loss	(3,810)	(5,076)	(9,566)	(10,929)
Less: Dividends attributable to non-common stockholders’ of OmniQ Corp	(149)	(12)	(197)	(57)
Net loss less non-common stockholder dividends	(3,959)	(5,088)	(9,763)	(10,986)
Net income after non-common stockholder dividends attributable to noncontrolling interest		166		166
Net loss attributable to common stockholders of OmniQ Corp	$ (3,959)	$ (5,242)	$ (9,763)	$ (11,095)
Net (loss) per share - basic attributable to common stockerholders’ of OmniQ Corp	$ (0.52)	$ (0.73)	$ (1.29)	$ (1.86)
Weighted average number of common shares outstanding - basic	7,578,351	7,224,958	7,545,190	5,971,440

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]	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
Dividends				(31)			(31)
ESPP stock issuance			1				1
Stock-based compensation – options, warrants, issuances			786				786
Stock and warrants 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, 2020	$ 2	$ 5	51,842	(56,726)		(166)	(5,043)
Beginning balance, shares at Dec. 31, 2020	2,145	4,685
Net (loss) income							(10,929)
Ending balance, value at Sep. 30, 2021	$ 1	$ 20	70,276	(67,883)	6,409	(190)	8,633
Ending balance, shares at Sep. 30, 2021	745	7,449
Beginning balance, value at Mar. 31, 2021	$ 2	$ 5	52,819	(60,104)		(61)	(7,339)
Beginning balance, shares at Mar. 31, 2021	2,145	4,716
Dividends				(14)			(14)
ESPP stock issuance			4				4
ESPP Stock Issuance, shares		1
Stock-based compensation – options, warrants, issuances			786				786
Exercise of stock options and warrants			304				304
Exercise of stock options and warrants, shares		240
Cumulative translation adjustment						(71)	(71)
Net (loss) income				(2,510)			(2,510)
Conversion of equity	$ (1)		1
Conversion of Equity, shares	(1,400)	70
Conversion of debt			203				203
Conversion of debt, shares		25
Ending balance, value at Jun. 30, 2021	$ 1	$ 5	54,117	(62,628)		(132)	(8,637)
Ending balance, shares at Jun. 30, 2021	745	5,052
Dividends				(12)			(12)
ESPP stock issuance			10				10
ESPP Stock Issuance, shares		1
Stock-based compensation – options, warrants, issuances			653				653
Exercise of stock options and warrants			132				132
Exercise of stock options and warrants, shares		33
Cumulative translation adjustment					59	(58)	1
Net (loss) income				(5,242)	166		(5,076)
Stock and warrant issuances, net of issuance costs		$ 15	13,280				13,295
Stock and warrant issuances net of issuance costs, shares		2,143
Stock and warrant issuance for acquisition			2,084				2,084
Stock and warrant issuance for Acquisition, shares		220
Dangot acquisition					6,508		6,508
Post acquisition adjustment				(1)	(324)		(325)
Ending balance, value at Sep. 30, 2021	$ 1	$ 20	70,276	(67,883)	6,409	(190)	8,633
Ending balance, shares at Sep. 30, 2021	745	7,449
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
Dividends				(48)			(48)
ESPP stock issuance			8				8
ESPP Stock Issuance, shares		2
Stock-based compensation – options, warrants, issuances			$ 460				$ 460
Stock and Warrant issued for services, shares			298				298
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)
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
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
Net (loss) income							(9,566)
Ending balance, value at Sep. 30, 2022	$ 1	$ 8	72,568	(80,401)		260	(7,564)
Ending balance, shares at Sep. 30, 2022	544	7,612
Beginning balance, value at Mar. 31, 2022	$ 1	$ 20	71,413	(73,255)	2,443	(164)	458
Beginning balance, shares at Mar. 31, 2022	544	7,560
Dividends				(141)			(141)
ESPP stock issuance			10				10
ESPP Stock Issuance, shares		1
Stock-based compensation – options, warrants, issuances			743				743
Exercise of stock options and warrants			87				87
Exercise of stock options and warrants, shares		18
Cumulative translation adjustment						241	241
Net (loss) income				(3,186)			(3,186)
Noncontrolling interests - distributions and other			(668)		(2,443)		(3,111)
Ending balance, value at Jun. 30, 2022	$ 1	$ 20	71,585	(76,582)		77	(4,899)
Ending balance, shares at Jun. 30, 2022	544	7,579
Dividends				(8)			(8)
ESPP stock issuance			8				8
ESPP Stock Issuance, shares		2
Stock-based compensation – options, warrants, issuances			834				834
Stock and warrants issued for services			109				109
Stock and Warrant issued for services, shares		20
Exercise of stock options and warrants			19				19
Exercise of stock options and warrants, shares		11
Cumulative translation adjustment						183	183
Other		(12)	13	(1)
Net (loss) income				(3,810)			(3,810)
Ending balance, value at Sep. 30, 2022	$ 1	$ 8	$ 72,568	$ (80,401)		$ 260	$ (7,564)
Ending balance, shares at Sep. 30, 2022	544	7,612

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operations
Net loss	$ (9,566)	$ (10,929)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on disposal of PP&E	46
Stock-based compensation	2,817	2,620
Depreciation and amortization	1,567	3,544
Amortization of ROU asset	695	53
Changes in operating assets and liabilities:
Accounts receivable	(1,311)	2,502
Prepaid expenses	(502)	(1,139)
Inventory	(1,847)	(671)
Other assets	168	428
Accounts payable and accrued liabilities	6,951	(1,104)
Accrued interest and accrued liabilities, related party	7	7
Accrued payroll and sales taxes payable	404	345
Lease liability	(693)	920
Deferred tax assets, net	(107)
Other liabilities	(630)	1,632
Net cash used in operating activities	(2,001)	(1,792)
Cash flows from investing activities
Payment for additional ownership in subsidiary	(3,518)
Payment for acquisition, net of cash acquired		(4,392)
Purchase of property and equipment	(230)	(976)
Proceeds from sale of other assets	(175)
Net cash used in investing activities	(3,923)	(5,368)
Cash flows from financing activities
Proceeds from private placement		13,295
Proceeds from ESPP stock issuance	27	14
Proceeds from exercise of options and warrants	147	435
Dividends paid	(1,448)
Payments on notes/loans payable	(3,092)	(4,793)
Proceeds from the issuance of notes/loans payable	4,822	2,172
Proceeds from draw on line of credit	1,879	926
Net cash provided by financing activities	2,335	12,049
Net change in cash and cash equivalents	(3,589)	4,889
Effect of foreign exchange rates on cash and cash equivalents	295	(23)
Cash and cash equivalents at beginning of period	7,085	5,127
Cash and cash equivalents at end of period	3,791	9,993
Non-cash activities:
Stock issued for services		188
Declared dividends payable	24
Net assets acquired in business combination		13,052
Stock options and warrants issued		171
Right of use asset acquired in exchange for lease liability		1,276
Supplemental disclosure of cash flow information:
Cash paid for interest	2,569	1,101
Cash paid for income taxes	$ 66	$ 110

ORGANIZATION AND SUMMARY OF SIG

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 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 nine-month period ended September 30, 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 nine-months ended September 30, 2022, and 2021 were 7,558,311 5,971,440 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 September 30, 2022 September 30, 2021 Options to purchase common stock 2,174 1,654 Warrants to purchase common stock 1,482 1,404 Potential shares excluded from diluted net loss per share 3,656 3,058

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES	9 Months Ended
	Sep. 30, 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 $ 32 ● Accumulated deficit of $ 80 ● Multiple years of net 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 ● The acquisition of Dangot has added capabilities to the Company which have already transformed into significant new orders in the Parking segment. Management expects the collaboration and cross sales to contribute to improved revenues and margins. ● 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 6 2.5 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 September 30, 2022, the Company had approximately $ 3.8 ● 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 September 30, 2022 was approximately $ 35 5 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	9 Months Ended
	Sep. 30, 2022
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 3 – CONCENTRATIONS For the nine-months ended September 30, 2022 there were no customers concentrations to disclose, and for the year ended December 31, 2021, there were two customer accounted for 23 Accounts receivable at September 30, 2022 and December 31, 2021 are made up of trade receivables due from customers in the ordinary course of business. Two customers made up 44.3 17 For the nine months ended September 30, 2022 and the year ended December 31, 2021 one vendor made up 65 65

BUSINESS ACQUISITION

BUSINESS ACQUISITION	9 Months Ended
	Sep. 30, 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 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

CREDIT FACILITIES AND LINE OF C

CREDIT FACILITIES AND LINE OF CREDIT	9 Months Ended
	Sep. 30, 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 15 1.8 645 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%, plus a monthly fee equal to 0.15% of the average outstanding balance

RELATED PARTY NOTES PAYABLE

RELATED PARTY NOTES PAYABLE	9 Months Ended
	Sep. 30, 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 September 30, 2022 December 31, 2021 In thousands Note payable –Marin $ 240 $ 420 Note payable –Thomet 150 263 Total notes payable 390 683 Less current portion (390 ) (390 ) Long-term portion $ - $ 293 Note Payable -Marin In December 2017, we entered into a $ 660 1.89 60 20 71 Note Payable – Thomet In December 2017, we entered into a $ 750 zero 60 13 Future maturities of related party notes payable as of September 30, 2022, are as follows: SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES In thousands 2022 98 2023 292 Total $ 390

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 7 – NOTES PAYABLE SCHEDULE OF OTHER NOTES PAYABLE (In thousands) September 30, 2022 December 31, 2021 Note Payable- Supplier $ - $ 2,243 Note Payable other 10,850 7,924 Total 10,850 10,167 Less current portion (7,995 ) (7,521 ) Long Term Notes Payable $ 2,855 $ 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 six consecutive monthly installments 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 monthly installments 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 2.16 4.7 4 years On November 28, 2021 the Company entered into another long-term loan from Leumi Bank totaling NIS 3.5 1.1 7 8 4 years During the year ended December 31, 2021, the Company entered into five lines of credit totaling NIS 17.5 17.5 4.9 On August 11, 2021, the Company purchased vehicles using cash and financing of NIS 500 155 5 years 7.5 231 65 On March 27, 2022 the Company entered into another long-term loan from Leumi Bank totaling NIS 3.5 1.1 7 8 4 years

OTHER LIABILITIES

OTHER LIABILITIES	9 Months Ended
	Sep. 30, 2022
Other Liabilities Disclosure [Abstract]
OTHER LIABILITIES	NOTE 8 – OTHER LIABILITIES SCHEDULE OF OTHER LIABILITIES (In thousands) September 30, 2022 December 31, 2021 Other vendor payable $ 801 $ 801 Dividend payable 145 1,418 Others 1,757 1,882 Total other liabilities 2,703 4,101 Less Current Portion (2,558 ) (2,683 ) Total long term other liabilities $ 145 $ 1,418

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 9 – STOCKHOLDERS’ EQUITY PREFERRED STOCK Series A As of September 30, 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 September 30, 2022, there was 1 no Series C As of September 30, there were 3,000,000 544,500 0.06 1 71 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 nine months ending September 30, 2022, $ 147 128,221 In December 2015, our Board of Directors approved the OMNIQ. Employee Stock Purchase Plan (the “ESPP”). For the nine months ending September 30, 2022 employees purchased 4,989 27 On June 15, 2022 our Board of Directors approved issuing 20,000 109 On June 15, 2022 our Board of Directors granted 30,000 176 On June 15, 2022 our Board of Directors granted 30,000 173 On August 8, 2022 our Board of Directors approved issuing 80,000 670 On August 8, 2022 our Board of Directors approved issuing 40,000 209

LITIGATION

LITIGATION	9 Months Ended
	Sep. 30, 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	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS On October 23, 2022, the Company granted 19,000 91

ORGANIZATION AND SUMMARY OF S_2

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 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 nine-months ended September 30, 2022, and 2021 were 7,558,311 5,971,440 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 September 30, 2022 September 30, 2021 Options to purchase common stock 2,174 1,654 Warrants to purchase common stock 1,482 1,404 Potential shares excluded from diluted net loss per share 3,656 3,058

ORGANIZATION AND SUMMARY OF S_3

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2022 September 30, 2021 Options to purchase common stock 2,174 1,654 Warrants to purchase common stock 1,482 1,404 Potential shares excluded from diluted net loss per share 3,656 3,058

RELATED PARTY NOTES PAYABLE (Ta

RELATED PARTY NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2022 December 31, 2021 In thousands Note payable –Marin $ 240 $ 420 Note payable –Thomet 150 263 Total notes payable 390 683 Less current portion (390 ) (390 ) Long-term portion $ - $ 293
SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES	Future maturities of related party notes payable as of September 30, 2022, are as follows: SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES In thousands 2022 98 2023 292 Total $ 390

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
SCHEDULE OF OTHER NOTES PAYABLE	SCHEDULE OF OTHER NOTES PAYABLE (In thousands) September 30, 2022 December 31, 2021 Note Payable- Supplier $ - $ 2,243 Note Payable other 10,850 7,924 Total 10,850 10,167 Less current portion (7,995 ) (7,521 ) Long Term Notes Payable $ 2,855 $ 2,646

OTHER LIABILITIES (Tables)

OTHER LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2022
Other Liabilities Disclosure [Abstract]
SCHEDULE OF OTHER LIABILITIES	SCHEDULE OF OTHER LIABILITIES (In thousands) September 30, 2022 December 31, 2021 Other vendor payable $ 801 $ 801 Dividend payable 145 1,418 Others 1,757 1,882 Total other liabilities 2,703 4,101 Less Current Portion (2,558 ) (2,683 ) Total long term other liabilities $ 145 $ 1,418

SCHEDULE OF ANTI DILUTIVE SECUR

SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares excluded from diluted net loss per share	3,656	3,058
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	2,174	1,654
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares excluded from diluted net loss per share	1,482	1,404

ORGANIZATION AND SUMMARY OF S_4

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Weighted-average number of common shares outstanding	7,558,311	5,971,440

LIQUIDITY AND CAPITAL RESOURC_2

LIQUIDITY AND CAPITAL RESOURCES (Details Narrative) - USD ($) $ in Thousands			9 Months Ended
	Mar. 25, 2022	Jul. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Aug. 11, 2021
Restructuring Cost and Reserve [Line Items]
Working capital deficit			$ 32,000
Accumulated deficit			80,401		$ 70,571
Proceeds from issuance of private placement		$ 15,000		$ 13,295
Cash and cash equivalents			3,791		$ 7,085
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
Blue Star [Member]
Restructuring Cost and Reserve [Line Items]
Accounts payable, related parties			$ 35,000
Debt instrument, interest rate, stated percentage			5%
Action Capital [Member]
Restructuring Cost and Reserve [Line Items]
Line of credit	6,000
Western Alliance Bank [Member]
Restructuring Cost and Reserve [Line Items]
Line of credit	$ 8,500
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
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. 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

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Revenue Benchmark [Member] | Two Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage		23%
Accounts Receivable [Member] | Two Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	44.30%
Accounts Receivable [Member] | One Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage		17%
Accounts Payable [Member] | One Vendor [Member]
Concentration Risk [Line Items]
Concentration risk percentage	65%	65%

BUSINESS ACQUISITION (Details N

BUSINESS ACQUISITION (Details Narrative) - USD ($)	Apr. 02, 2022	Oct. 02, 2021	Jul. 08, 2021	Oct. 01, 2021
Dangot Computers Ltd [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase of additional option percent	23%			26%
Ownership percentage		77%
Stock issued during period, value, purchase of assets	$ 3,518,000	$ 4,012,000
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		9 Months Ended
	Mar. 25, 2022	Sep. 30, 2022	Sep. 30, 2021
Line of Credit Facility [Line Items]
Proceeds from line of credit		$ 1,879	$ 926
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%
Proceeds from line of credit		1,800
Line of credit, origination fees		$ 645
Line of credit, interest rate, description	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%, plus a monthly fee equal to 0.15% of the average outstanding balance

SCHEDULE OF NOTES PAYABLE, RELA

SCHEDULE OF NOTES PAYABLE, RELATED PARTIES (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2017
Short-Term Debt [Line Items]
Total notes payable	$ 390	$ 683
Less current portion	(390)	(390)
Long-term portion		293
Note Payable - Marin [Member]
Short-Term Debt [Line Items]
Total notes payable	240	420	$ 660
Note Payable - Thomet [Member]
Short-Term Debt [Line Items]
Total notes payable	$ 150	$ 263	$ 750

SCHEDULE OF FUTURE MATURITIES O

SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Related Party Transactions [Abstract]
2022	$ 98
2023	292
Total	$ 390

RELATED PARTY NOTES PAYABLE (De

RELATED PARTY NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Dec. 31, 2017	Sep. 30, 2022	Dec. 31, 2021	Aug. 11, 2021
Short-Term Debt [Line Items]
Notes payable related parties		$ 390	$ 683
Debt instrument, percentage				7.50%
Note Payable - Marin [Member]
Short-Term Debt [Line Items]
Notes payable related parties	$ 660	240	420
Debt instrument, percentage	1.89%
Debt instrument, frequency of periodic payment	60
Debt instrument, principal periodic payments	$ 20
Accrued interest		71
Note Payable - Thomet [Member]
Short-Term Debt [Line Items]
Notes payable related parties	$ 750	$ 150	$ 263
Debt instrument, percentage	0%
Debt instrument, frequency of periodic payment	60
Debt instrument, principal periodic payments	$ 13

SCHEDULE OF OTHER NOTES PAYABLE

SCHEDULE OF OTHER NOTES PAYABLE (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Total	$ 10,850	$ 10,167
Less current portion	(7,995)	(7,521)
Long Term Notes Payable	2,855	2,646
Note Payable Supplier [Member]
Short-Term Debt [Line Items]
Total		2,243
Note Payable Other [Member]
Short-Term Debt [Line Items]
Total	$ 10,850	$ 7,924

NOTES PAYABLE (Details Narrativ

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

Mar. 27, 2022 USD ($) Integer

Nov. 28, 2021 USD ($) Integer

Aug. 11, 2021 USD ($)

Jul. 29, 2021 USD ($)

Jul. 20, 2021 USD ($)

Jul. 18, 2016 USD ($)

Sep. 30, 2022 USD ($)

Sep. 30, 2022 ILS (₪)

Mar. 27, 2022 ILS (₪) Integer

Dec. 31, 2021 ILS (₪)

Nov. 28, 2021 ILS (₪) Integer

Aug. 11, 2021 ILS (₪)

Jul. 29, 2021 ILS (₪)

Debt Instrument [Line Items]

Debt instrument percentage

7.50%

7.50%

Loans payble

$ 155

$ 65

₪ 231

₪ 500

Debt instrument term

5 years

Line of Credit [Member]

Debt Instrument [Line Items]

Line of credit, borrowing capacity | ₪

₪ 17,500

Line of credit

$ 4,900

₪ 17,500

Leumi Bank [Member]

Debt Instrument [Line Items]

Debt instrument percentage

7%

7%

4.70%

7%

7%

4.70%

Loans payble

$ 1,100

$ 1,100

$ 2,160

₪ 3,500

₪ 3,500

₪ 7,000

Debt instrument term

4 years

4 years

4 years

Number of installements | Integer

8

8

8

8

Eighth Amendment [Member]

Debt Instrument [Line Items]

Debt instrument, frequency of periodic payment

monthly installments

Debt instruments periodic payment

$ 300

Eighth Amendment [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt instrument interest rate

18%

Eighth Amendment [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt instrument interest rate

10%

Secured Promissory Note [Member]

Debt Instrument [Line Items]

Debt instrument face amount

$ 12,500

Debt instrument percentage

18%

Debt instrument, frequency of periodic payment

six consecutive monthly installments

Debt instruments periodic payment

$ 250

SCHEDULE OF OTHER LIABILITIES (

SCHEDULE OF OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
Other vendor payable	$ 801	$ 801
Dividend payable	145	1,418
Others	1,757	1,882
Total other liabilities	2,703	4,101
Less Current Portion	(2,558)	(2,683)
Total long term other liabilities	$ 145	$ 1,418

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended						9 Months Ended	12 Months Ended
	Aug. 08, 2022	Jun. 15, 2022	Feb. 25, 2022	Oct. 31, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock, price per share					$ 0.001						$ 0.001	$ 0.001
Stock issued during period employee stock purchase plans, value					$ 8	$ 10	$ 8	$ 10	$ 4	$ 1
Number of shares issue service							298,000
Number of shares issue service, value					$ 109					188
Board of Directors [Member]
Class of Stock [Line Items]
Number of shares issue	80,000
Number of shares issue, value	$ 670
Board of Directors [Member] | Consulting Agreement [Member]
Class of Stock [Line Items]
Number of shares issue service		20,000
Number of shares issue service, value		$ 109
Board of Directors [Member] | Consulting Agreement [Member] | Options Held [Member]
Class of Stock [Line Items]
Number of shares issue service		30,000
Number of shares issue service, value		$ 173
Common Stock [Member]
Class of Stock [Line Items]
Stock options and warrants exercised											$ 147
Stock warrant exercised											128,221
Stock issued during period shares employee stock purchase plans					2,000	1,000	2,000	1,000	1,000
Stock issued during period employee stock purchase plans, value
Number of shares issue service					20,000					25,000
Number of shares issue service, value
Common Stock [Member] | Equity Incentive Plan [Member]
Class of Stock [Line Items]
Stock issued during new issues, shares				1,118,856								0
Common stock, price per share				$ 0.001
Stock options granted			792,500
Common Stock [Member] | Employee Stock Purchase Plan [Member]
Class of Stock [Line Items]
Stock issued during period shares employee stock purchase plans											4,989
Stock issued during period employee stock purchase plans, value											$ 27
Warrant [Member] | Board of Directors [Member]
Class of Stock [Line Items]
Number of shares issue	40,000
Number of shares issue, value	$ 209
Warrant [Member] | Board of Directors [Member] | Consulting Agreement [Member]
Class of Stock [Line Items]
Number of shares issue service		30,000
Number of shares issue service, value		$ 176
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized					2,000,000						2,000,000	2,000,000
Preferred stock, shares outstanding					0						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	0
Series A Preferred Stock [Member] | Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized					2,000,000						2,000,000
Preferred stock, shares outstanding					0						0
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized					1						1	1
Preferred stock, shares outstanding					0						0	0
Preferred stock, shares issued					0						0	0
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized					3,000,000						3,000,000	3,000,000
Preferred stock, shares outstanding					544,500						544,500	544,500
Preferred stock, shares issued					544,500						544,500	544,500
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
Series C Preferred Stock [Member] | 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						$ 0.06
Preferred stock, liquidation preference per share					$ 1						$ 1
Dividends											$ 71
Stock issued during period employee stock purchase plans, value
Number of shares issue service
Number of shares issue service, value

LITIGATION (Details Narrative)

LITIGATION (Details Narrative) $ in Thousands	Sep. 30, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Accrued liabilities for commissions, expense and taxes	$ 60

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Two Thousand And Twenty One Equity Incentive Plan [Member] - Subsequent Event [Member] $ in Thousands	Oct. 23, 2022 USD ($) shares
Subsequent Event [Line Items]
Number of shares grant | shares	19,000
Number of shares grant, value | $	$ 91