STOCKHOLDERS’ EQUITY | NOTE 14 – STOCKHOLDERS’ EQUITY PREFERRED STOCK Series A As of December 31, 2022 and 2021, there were 2,000,000 zero The board of directors had previously set the voting rights for the preferred stock at 1 share of preferred to 13 common shares. Series B As of December 31, 2022 and 2021, there was one ( 1 zero Series C As of December 31, 2022 and 2021, there were 3,000,000 544,500 544,500 0.06 1 153 126 In 2021, certain holders of Series C Shares elected to convert $ 1.6 1,600,530 194 105,551 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 0.001 841,500 no In August 2020, 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, one million ( 1,000,000 ) shares of the Company’s common stock, par value $ 0.001 (the “Shares”), were set aside and reserved for issuance. The Plan approved by our stockholders at the September 2020, shareholders’ meeting. No shares were issued under the Plan in 2021, or 2022. In December 2015, our Board of Directors approved the OMNIQ. Employee Stock Purchase Plan (the “ESPP”). For the years ending December 31, 2022 and 2021, employees purchased 7,025 37 2,186 16 Warrants and Stock Options In connection with the July 2021 Securities Purchase Agreement previously described, we issued warrants to purchase 171,429 7.70 1.3 Options and warrants are valued at the grant date using the Black-Scholes valuation methodology. The Company determines the assumptions used in the valuation of warrants and option awards as of the date of grant. Differences in the expected stock price volatility, expected term or risk-free interest rate may necessitate distinct valuation assumptions at those grant dates. As such, the Company may use different assumptions for options and warrants granted throughout the year. The valuation assumptions used to determine the fair value of each option and warrant awarded in 2022: expected stock price volatility ranged from 104.33 to 126.44 %; expected term in years 3.25 ; and risk-free interest rate ranged from 1.76 % to 4.52 %. The valuation assumptions used to determine the fair value of each warrant awarded in 2021: expected stock price volatility 151.0 5 0.41 No additional options were issued in 2021. No warrants were exercised during the year ended December 31, 2022. For warrants exercised during the year ended December 31, 2021, the difference between the fair value of the Common Stock issued and the respective exercise price was $ 683 The following table summarizes information about warrants granted during the years ended December 31: SCHEDULE OF WARRANTS ACTIVITY 2022 2021 Number of Weighted Number of Weighted Balance, beginning of year 1,378,929 $ 7.40 1,366,667 $ 7.19 Warrants granted 112,805 6.59 171,429 7.70 Warrants expired 10,000 8.00 40,000 10.00 Warrants exercised - - 119,167 6.99 Balance, end of year 1,481,734 7.34 1,378,929 7.40 Exercisable warrants 1,424,234 $ 7.38 1,295,596 $ 6.38 Outstanding warrants as of December 31, 2022 are as follows: SCHEDULE OF OUTSTANDING WARRANTS Weighted Average Weighted Weighted Range of Residual Life Average Average Exercise Span Outstanding Exercise Exercisable Exercise Prices (in years) Warrants Price Warrants Price 5.91 4.33 40,000 $ 5.91 5,000 $ 5.91 6.95 4.23 42,805 6.95 42,805 6.95 7.00 2.62 847,500 7.00 855,000 7.00 7.50 3.68 250,000 7.50 250,000 7.50 7.70 3.52 171,429 7.70 171,429 7.70 10.00 0.39 100,000 10.00 100,000 10.00 5.91 10.00 2.41 1,481,734 $ 7.34 1,424,234 $ 7.38 Warrants outstanding have the following expiry date and exercise prices as of the years ended December 31: SCHEDULE OF WARRANTS OUTSTANDING, EXPIRY DATE AND EXERCISE PRICES Exercise Expiry Date Prices 2022 2021 February 27, 2022 8.00 - 10,000 May 18, 2023 10.00 50,000 50,000 October 14, 2023 10.00 50,000 50,000 October 06, 2024 7.00 847,500 847,500 September 01, 2025 7.50 83,334 83,334 June 04, 2026 7.50 83,333 83,333 July 7, 2026 7.70 171,429 171,429 December 04, 2027 7.50 83,333 83,333 March 25, 2027 6.95 42,805 - May 1, 2027 7.00 30,000 - May 1, 2027 5.91 40,000 - 1,481,734 1,378,929 We have a stock option plan whereby the Board of Directors, may grant to directors, officers, employees, or consultants of the Company options to acquire common shares. The Board of Directors of the Company has the authority to determine the terms, limits, restrictions and conditions of the grant of options, to interpret the plan, and make all decisions relating thereto. The plan was adopted by the Company’s Board of Directors on November 17, 2014 in order to provide an inducement and serve as a long-term incentive program. The maximum number of common shares that may be reserved for issuance was set at 500,000 The option exercise price is established by the Board of Directors and may not be lower than the market price of the common shares at the time of grant. The options may be exercised during the option period determined by the Board of Directors, which may vary, but will not exceed ten years from the date of the grant. There are 500,000 For options exercised during the year ended December 31, 2022, the difference between the fair value of the Common Stock issued and the respective exercise price was $ 369 477 For options exercised during the year ended December 31, 2021, the difference between the fair value of the Common Stock issued and the respective exercise price was $ 1.5 6.6 Stock Options SCHEDULE OF STOCK OPTIONS GRANTED 2022 2021 Number of Weighted Number of Weighted Balance, beginning of year 1,559,300 $ 4.58 1,811,550 $ 4.32 Stock options granted 841,500 - - - Stock options expired - - 28,750 - Stock options cancelled, forfeited 9,000 - - - Stock options exercised 201,217 - 223,500 - Balance, end of year 2,190,583 5.00 1,559,300 4.58 Exercisable stock options 1,420,312 $ 4.96 1,065,133 $ 4.56 Stock options outstanding at the end of the year have the following expiry date and exercise prices as of December 31, SCHEDULE OF STOCK OPTIONS, EXPIRY DATE AND EXERCISE PRICES Exercise Expiry Date Prices 2022 2021 February 17, 2022 1.50 - 38,017 February 17, 2022 1.80 - 76,033 February 28, 2023 5.00 20,000 20,000 March 05, 2023 2.40 242,000 247,000 July 31, 2023 5.00 127,500 127,500 October 31, 2023 4.40 10,000 54,000 November 30, 2023 5.40 120,250 131,750 November 20, 2024 10.00 125,000 125,000 April 20, 2025 4.20 10,000 10,000 March 1, 2027 5.14 648,500 - March 1, 2027 5.65 140,000 - May 1, 2027 5.90 30,000 - October 31, 2027 5.98 19,000 - September 30, 2030 4.40 318,333 350,000 September 30, 2030 4.84 380,000 380,000 2,190,583 1,559,300 We recorded stock compensation expense relating to the vesting of stock options and warrants as follows for the years ended December 31, SCHEDULE OF STOCK COMPENSATION EXPENSE 2022 2021 In thousands Stock compensation $ 1,321 $ 951 Stock Option vesting 1,852 1,600 Total $ 3,173 $ 2,551 |