Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 24, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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, $0.001 par value | |
Trading Symbol | OMQS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,669,489 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 408 | $ 1,311 |
Accounts receivable, net | 18,472 | 23,893 |
Inventory | 6,044 | 8,726 |
Prepaid expenses | 787 | 1,268 |
Other current assets | 33 | 473 |
Total current assets | 25,744 | 35,671 |
Property and equipment, net of accumulated depreciation of $1,084 and $1,030 respectively | 1,263 | 1,086 |
Goodwill | 16,363 | 16,542 |
Trade name, net of accumulated amortization of $4,768 and $4,458, respectively | 1,364 | 1,826 |
Customer relationships, net of accumulated amortization of $11,161 and $10,762, respectively | 3,898 | 4,967 |
Other intangibles, net of accumulated amortization of $1,569 and $1,541, respectively | 532 | 675 |
Right of use lease asset | 2,490 | 2,300 |
Other assets | 1,399 | 1,744 |
Total Assets | 53,053 | 64,811 |
Current liabilities | ||
Accounts payable and accrued liabilities | 53,406 | 54,736 |
Line of credit | 2,660 | 1,971 |
Accrued payroll and sales tax | 1,653 | 2,633 |
Lease liability – current portion | 1,007 | 942 |
Other current liabilities | 1,390 | 1,394 |
Total current liabilities | 68,944 | 73,541 |
Long term liabilities | ||
Notes payable, less current portion | 1,427 | 55 |
Lease liability | 1,519 | 1,404 |
Other long term liabilities | 282 | 265 |
Total liabilities | 72,245 | 75,337 |
Stockholders’ equity (deficit) | ||
Common stock; $0.001 par value; 15,000,000 shares authorized; 7,893,067 and 7,714,780 shares issued and outstanding, respectively. | 8 | 8 |
Additional paid-in capital | 75,523 | 73,714 |
Accumulated (deficit) | (96,162) | (84,460) |
Cumulative Translation Adjustment | 1,438 | 211 |
Total OmniQ stockholders’ equity (deficit) | (19,192) | (10,526) |
Total liabilities and equity (deficit) | 53,053 | 64,811 |
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 |
Related Party [Member] | ||
Current liabilities | ||
Notes payable – current portion | 293 | |
Long term liabilities | ||
Notes payable, less current portion | ||
Accrued interest and accrued liabilities, related party | 73 | 72 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Notes payable – current portion | $ 8,828 | $ 11,572 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property and equipment, accumulated depreciation | $ 1,084 | $ 1,030 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares, issued | 7,893,067 | 7,714,780 |
Common stock, shares outstanding | 7,893,067 | 7,714,780 |
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 | 502,000 | 544,500 |
Preferred stock, shares outstanding | 502,000 | 544,500 |
Trade Names [Member] | ||
Other intangibles, accumulated amortization | $ 4,768 | $ 4,458 |
Customer Relationships [Member] | ||
Other intangibles, accumulated amortization | 11,161 | 10,762 |
Other Intangible Assets [Member] | ||
Other intangibles, accumulated amortization | $ 1,569 | $ 1,541 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | ||||
Total Revenues | $ 17,480 | $ 27,008 | $ 65,748 | $ 77,539 |
Cost of goods sold | ||||
Cost of goods sold | 13,471 | 21,032 | 52,131 | 59,449 |
Gross profit | 4,009 | 5,976 | 13,617 | 18,090 |
Operating expenses | ||||
Research & Development | 482 | 445 | 1,464 | 1,436 |
Selling, general and administrative | 5,585 | 7,624 | 17,667 | 21,173 |
Depreciation | 146 | 91 | 349 | 241 |
Amortization | 418 | 474 | 1,276 | 1,326 |
Total operating expenses | 6,631 | 8,634 | 20,756 | 24,176 |
Loss from operations | (2,622) | (2,658) | (7,139) | (6,086) |
Other income (expenses): | ||||
Interest expense | (898) | (880) | (2,575) | (2,569) |
Other (expenses) income | (1,000) | (217) | (2,473) | (870) |
Total other expenses | (1,898) | (1,097) | (5,048) | (3,439) |
Net Loss Before Income Taxes | (4,520) | (3,755) | (12,187) | (9,525) |
Provision for Income Taxes | ||||
Current | 215 | (55) | 509 | (41) |
Total Provision for Income Taxes | 215 | (55) | 509 | (41) |
Net loss | (4,305) | (3,810) | (11,678) | (9,566) |
Net income attributable to noncontrolling interest | 67 | |||
Net Loss attributable to OmniQ Corp | (4,305) | (3,810) | (11,678) | (9,633) |
Foreign currency translation adjustment | 510 | 241 | 1,227 | 260 |
Comprehensive loss | (3,795) | (3,569) | (10,451) | (9,306) |
Reconciliation of net loss to net loss attributable to common shareholders | ||||
Less: Dividends attributable to non-common stockholders’ of OmniQ Corp | (8) | (149) | (24) | (197) |
Net income attributable to noncontrolling interest | ||||
Net loss attributable to common stockholders’ of OmniQ Corp | $ (4,313) | $ (3,959) | $ (11,702) | $ (9,763) |
Net (loss) per share - basic attributable to common stockerholders’ of OmniQ Corp | $ (0.55) | $ (0.52) | $ (1.50) | $ (1.29) |
Weighted average number of common shares outstanding – basic | 7,891,444 | 7,578,351 | 7,788,262 | 7,545,190 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ 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 |
Balance at Dec. 31, 2021 | $ 1 | $ 20 | $ 70,606 | $ (70,571) | $ 2,396 | $ (154) | $ 2,298 |
Balance, shares at Dec. 31, 2021 | 544 | 7,459 | |||||
Dividend on Class C Shares | (48) | (48) | |||||
ESPP Stock Issuance | 8 | 8 | |||||
ESPP Stock Issuance, shares | 2 | ||||||
Stock and Warrant issued for services | 298 | 298 | |||||
Stock and Warrant issued for services, shares | |||||||
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) | ||||
Balance at Mar. 31, 2022 | $ 1 | $ 20 | 71,413 | (73,255) | 2,443 | (164) | 458 |
Balance, shares at Mar. 31, 2022 | 544 | 7,560 | |||||
Balance at Dec. 31, 2021 | $ 1 | $ 20 | 70,606 | (70,571) | 2,396 | (154) | 2,298 |
Balance, shares at Dec. 31, 2021 | 544 | 7,459 | |||||
Net (loss) income | (9,566) | ||||||
Balance at Sep. 30, 2022 | $ 1 | $ 8 | 72,568 | (80,401) | 260 | (7,564) | |
Balance, shares at Sep. 30, 2022 | 544 | 7,612 | |||||
Balance at Mar. 31, 2022 | $ 1 | $ 20 | 71,413 | (73,255) | 2,443 | (164) | 458 |
Balance, shares at Mar. 31, 2022 | 544 | 7,560 | |||||
Dividend on Class C Shares | (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) | ||||
Balance at Jun. 30, 2022 | $ 1 | $ 20 | 71,585 | (76,582) | 77 | (4,899) | |
Balance, shares at Jun. 30, 2022 | 544 | 7,579 | |||||
Dividend on Class C Shares | (8) | (8) | |||||
ESPP Stock Issuance | 8 | 8 | |||||
ESPP Stock Issuance, shares | 2 | ||||||
Stock and Warrant issued for services | 109 | 109 | |||||
Stock and Warrant issued for services, shares | 20 | ||||||
Stock-based compensation – options, warrants, issuances | 834 | 834 | |||||
Exercise of stock options and warrants | 19 | 19 | |||||
Exercise of stock options and warrants, shares | 11 | ||||||
Cumulative Translation Adjustment | 183 | 183 | |||||
Net (loss) income | (3,810) | (3,810) | |||||
Other | (12) | 13 | (1) | ||||
Balance at Sep. 30, 2022 | $ 1 | $ 8 | 72,568 | (80,401) | 260 | (7,564) | |
Balance, shares at Sep. 30, 2022 | 544 | 7,612 | |||||
Balance at Dec. 31, 2022 | $ 1 | $ 8 | 73,714 | (84,460) | 211 | (10,526) | |
Balance, shares at Dec. 31, 2022 | 544 | 7,714 | |||||
Dividend on Class C Shares | (8) | (8) | |||||
ESPP Stock Issuance | 10 | 10 | |||||
ESPP Stock Issuance, shares | 2 | ||||||
Stock and Warrant issued for services | 45 | 45 | |||||
Stock and Warrant issued for services, shares | 10 | ||||||
Stock-based compensation – options, warrants, issuances | 516 | 516 | |||||
Exercise of stock options and warrants | 173 | 173 | |||||
Exercise of stock options and warrants, shares | 156 | ||||||
Cumulative Translation Adjustment | 457 | 457 | |||||
Net (loss) income | (3,507) | (3,507) | |||||
Conversion of shares | |||||||
Conversion of equity, shares | (42) | 2 | |||||
Balance at Mar. 31, 2023 | $ 1 | $ 8 | 74,458 | (87,975) | 668 | (12,840) | |
Balance, shares at Mar. 31, 2023 | 502 | 7,884 | |||||
Balance at Dec. 31, 2022 | $ 1 | $ 8 | 73,714 | (84,460) | 211 | (10,526) | |
Balance, shares at Dec. 31, 2022 | 544 | 7,714 | |||||
Net (loss) income | (11,678) | ||||||
Balance at Sep. 30, 2023 | $ 1 | $ 8 | 75,523 | (96,162) | 1,438 | (19,192) | |
Balance, shares at Sep. 30, 2023 | 502 | 7,893 | |||||
Balance at Mar. 31, 2023 | $ 1 | $ 8 | 74,458 | (87,975) | 668 | (12,840) | |
Balance, shares at Mar. 31, 2023 | 502 | 7,884 | |||||
Dividend on Class C Shares | (8) | (8) | |||||
ESPP Stock Issuance | 8 | 8 | |||||
ESPP Stock Issuance, shares | 2 | ||||||
Stock-based compensation – options, warrants, issuances | 516 | 516 | |||||
Exercise of stock options and warrants | 18 | 18 | |||||
Exercise of stock options and warrants, shares | 4 | ||||||
Cumulative Translation Adjustment | 260 | 260 | |||||
Net (loss) income | (3,866) | (3,866) | |||||
Balance at Jun. 30, 2023 | $ 1 | $ 8 | 75,000 | (91,849) | 928 | (15,912) | |
Balance, shares at Jun. 30, 2023 | 502 | 7,890 | |||||
Dividend on Class C Shares | (8) | (8) | |||||
ESPP Stock Issuance | 7 | 7 | |||||
Stock and Warrant issued for services | $ 45 | $ 45 | |||||
Stock and Warrant issued for services, shares | 45,000 | 45,000 | |||||
Stock-based compensation – options, warrants, issuances | $ 516 | $ 516 | |||||
Cumulative Translation Adjustment | 510 | 510 | |||||
Net (loss) income | (4,305) | (4,305) | |||||
Balance at Sep. 30, 2023 | $ 1 | $ 8 | $ 75,523 | $ (96,162) | $ 1,438 | $ (19,192) | |
Balance, shares at Sep. 30, 2023 | 502 | 7,893 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flow - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operations | ||
Net loss | $ (11,678) | $ (9,566) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Loss on disposal of PP&E | 46 | |
Stock-based compensation | 1,548 | 2,817 |
Stock and warrant issued for services | 45 | |
Depreciation and amortization | 1,625 | 1,567 |
Amortization of ROU asset | 838 | 695 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,097 | (1,311) |
Prepaid expenses | 446 | (502) |
Inventory | 2,158 | (1,847) |
Other assets | 537 | 168 |
Accounts payable and accrued liabilities | (469) | 6,951 |
Accrued interest and accrued liabilities, related party | 1 | 7 |
Accrued payroll and sales taxes payable | (882) | 404 |
Lease liability | (847) | (693) |
Deferred tax assets, net | 4 | (107) |
Other liabilities | (74) | (630) |
Net cash provided by (used in) operating activities | (2,651) | (2,001) |
Cash flows from investing activities | ||
Payment for additional ownership in subsidiary | (3,518) | |
Purchase of property and equipment | 457 | (230) |
Proceeds from sale of other assets | 141 | (175) |
Net cash provided by (used in) investing activities | 598 | (3,923) |
Cash flows from financing activities | ||
Proceeds from ESPP stock issuance | 25 | 27 |
Proceeds from exercise of options and warrants | 191 | 147 |
Dividends paid to non-controlling interest | (1,448) | |
Payments on notes/loans payable | (1,082) | (3,092) |
Proceeds from the issuance of notes/loans payable | 393 | 4,822 |
Proceeds from draw on line of credit | 796 | 1,879 |
Net cash (used in) provided by financing activities | 323 | 2,335 |
Net change in cash and cash equivalents | (1,730) | (3,589) |
Effect of foreign exchange rates on cash and cash equivalents | 827 | 295 |
Cash and cash equivalents at beginning of period | 1,311 | 7,085 |
Cash and cash equivalents at end of period | 408 | 3,791 |
Non-cash activities: | ||
Stock issued for services | 298 | |
Declared dividends payable | 24 | 24 |
Right of use asset acquired in exchange for lease liability | 120 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,592 | 2,569 |
Cash paid for income taxes | $ 66 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 (the “2022 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, 2022. During nine-month period ended September 30, 2023, 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, 2023, and 2022 were 7,788,262 7,545,190 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 EARNING PER SHARE September 30, 2023 September 30, 2022 Options to purchase common stock 1,601,657 2,173,583 Warrants to purchase common stock 1,431,734 1,481,734 Potential shares excluded from diluted net loss per share 3,033,391 3,655,317 Contract Balances We recognize revenue once the product has been shipped. For some transactions we collect a deposit on the transaction. These deposits represent cash received under noncancelable contracts before the related product or service is transferred to the customer. We record this as a customer deposit, which is included in accounts payable and other accrued expenses on our consolidated balance sheet. Such amounts are recognized as revenue by the Company upon shipment of the product or performance of the services when the revenue recognition criteria is met and generally within one year. The balances of customer deposits included in accounts payable and other accrued expenses as of September 30, 2023, and December 31, 2022 were approximately $ 573 1 |
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES | 9 Months Ended |
Sep. 30, 2023 | |
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 $ 43 ● Accumulated deficit of $ 96 ● Multiple periods of losses from operations ● Noncompliance with certain debt covenants These facts and others have 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 to address the Company’s conditions: ● Outstanding warrants exist from prior offerings that could be exercised for cash depending upon the performance of our stock. ● The Company’s acquisition of Dangot Computers, Ltd. has improved the balance sheet, profitability, and cash flow and is expected to help the Company as a whole to generate positive cash flows from operations for the foreseeable future. ● 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. ● Blue Star - The Company’s total accounts payable due to Blue Star as of September 30, 2023, was approximately $39 million. Blue Star is an unsecured creditor, financing a substantial amount the Company’s supply chain demand. Management believes that Blue Star will continue supplying the Company with preferable credit terms. Blue Star has agreed to the annual interest rate of 5% on invoices that are past due. 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 is in the process of finalizing a new line of credit with an additional financial institution. ● In October 2023 management finalized an equity raise which resulted in $ 2.5 |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 3 – CONCENTRATIONS For the nine-months ended September 30, 2023 and the year ended December 31, 2022, no customers accounted for more than 10 30 Accounts receivable at September 30, 2023 and December 31, 2022 are made up of trade receivables due from customers in the ordinary course of business. No customer accounted for more than 10 For the nine months ended September 30, 2023 and the year ended December 31, 2022 one vendor made up 29 65 |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | NOTE 4 – BUSINESS ACQUISITION Dangot Computers Ltd 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 |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 5 – INVENTORY Inventory consisted of the following as of: SCHEDULE OF INVENTORY In thousands September 30, 2023 December 31, 2022 Raw materials $ 671 $ 649 Inventory in transit 455 2,004 Finished goods (less allowance) 4,918 6,073 Total inventories $ 6,044 $ 8,726 |
CREDIT FACILITIES AND LINE OF C
CREDIT FACILITIES AND LINE OF CREDIT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITIES AND LINE OF CREDIT | NOTE 6 – 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 with 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 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, 2023 | |
Related Party Notes Payable | |
RELATED PARTY NOTES PAYABLE | NOTE 7 – RELATED PARTY NOTES PAYABLE Related party notes payable, consisted of the following as of: SCHEDULE OF NOTES PAYABLE, RELATED PARTIES September 30, 2023 December 31, 2022 In thousands Note payable –Marin $ - $ 180 Note payable –Thomet - 113 Total notes payable - 293 Less current portion - (293 ) Long-term portion $ - $ - Note Payable -Marin In December 2017, we entered into a $ 660 1.89 60 monthly 20 73 Note Payable – Thomet In December 2017, we entered into a $ 750 zero 60 monthly 13 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE SCHEDULE OF NOTES PAYABLE (In thousands) September 30, 2023 December 31, Note payable other 10,255 11,627 Total 10,255 11,627 Less current portion 8,828 11,572 Long term notes payable $ 1,427 $ 55 Notes Payable Other On July 29, 2021, the Company entered into a long-term loan from Leumi Bank totalling NIS 7 2.16 4.5 8.25 8 4 On November 28, 2021, the Company entered into another long-term loan from Leumi Bank totalling NIS 3.5 1.1 4.5 8.25 8 4 On August 11, 2021, the Company purchased vehicles using cash and financing of NIS 500 155 5 7.5 On March 27, 2022, the Company entered into another long-term loan from Leumi Bank totalling NIS 3.5 1.1 4.5 8.25 8 4 On September 13, 2022, the Company entered into a long-term loan from Hapoalim Bank totalling NIS 3 0.9 6.03 36 3 During the year ended December 31, 2022, the Company entered into five short term loans totalling NIS 26.8 7.6 6.3 On September 21, 2023, the Company entered into a long-term loan from Tzameret Mimunim totaling 1.5 3.5 9.75 36 As of September 30, 2023, the Company was not in compliance with certain financial covenants related to the Bank Leumi and Bank Hapoalim debt. The Company’s failure to comply with these financial covenants could result in an event of default under its debt agreements. Therefore, we reclassified the total balance as current debt on the balance sheet. The Company is actively pursuing options to address its noncompliance. The lenders have not requested early repayment of the loan as of the date when these financial statements were available to be issued. |
OTHER LIABILITIES
OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LIABILITIES | NOTE 9 – OTHER LIABILITIES SCHEDULE OF OTHER LIABILITIES (In thousands) September 30, 2023 December 31, 2022 Other vendor payable $ 803 $ 801 Dividend payable 174 153 Others 695 705 Total other liabilities 1,672 1,659 Less Current Portion 1,390 1,394 Total long term other liabilities $ 282 $ 265 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY PREFERRED STOCK Series A As of September 30, 2023, there were 2,000,000 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, 2023, there was 1 no Series C As of September 30, 2023, there were 3,000,000 502,000 0.06 1 174 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 0.001 792,500 No For the nine months ending September 30, 2023, 235,426 158,934 In December 2015, our Board of Directors approved the OMNIQ. Employee Stock Purchase Plan (the “ESPP”). For the nine months ending September 30, 2023, employees purchased 7,103 25 On August 10, 2022, our Board of Directors approved issuing 10,000 45 |
LITIGATION
LITIGATION | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION | NOTE 11 – 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, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On July 6, 2023, OmniQ Corp. (the “Company”) entered into a Share and Rights Purchase Agreement (the Agreement”) with Afcon Holdings Ltd., (“Afcon”), a company organized under the laws of the State of Israel, and Ateka Ltd. (“Ateka”), a company organized under the laws of the State of Israel (Afcon and Ateka, jointly and severally, shall be referred to together as the “Sellers”) (OminQ and its newly formed wholly owned subsidiary which shall be alternatively referred to together as the “Company” or the “Purchaser”), and Tadiran Telecom Communication Services in Israel Ltd. (“TBSI”), a company organized under the laws of the State of Israel, Tadiran Telecom Communication Services in Israel L.P. (“TBSI LP”), a limited partnership organized under the laws of the State of Israel, Tadiran Telecom Technologies (2011) Ltd. (“TTT”), a company organized under the laws of the State of Israel, Tadiran Telecom (TTL) L.P. (“TTL LP”) a limited partnership organized under the laws of the State of Israel (TBSI, TBSI LP, TTT and TTL LP shall be referred together as “TT”). The Agreement provided for termination after 60 days if not renewed. On October 4, 2023, as a result of the non-fulfilment of certain conditions, the Company and the Sellers mutually terminated the Agreement, as a result of the termination, the Company will not make the $ 12,500,000 2,750,000 On October 5, 2023, OmniQ Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC, as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 2,775,000 0.001 1.00 225,000 0.999 1.00 0.999 450,000 140,000 1.25 The gross proceeds from the Offering are expected to be approximately $ 3.0 We are closely monitoring developments in the war between Israel and Hamas that began on October 7, 2023 including potential impacts to The Companies business, customers, suppliers, employees, and operations in Israel, the Middle East and elsewhere. At this time, impacts to The Company are uncertain and subject to change given the volatile nature of the situation. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023, and 2022 were 7,788,262 7,545,190 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 EARNING PER SHARE September 30, 2023 September 30, 2022 Options to purchase common stock 1,601,657 2,173,583 Warrants to purchase common stock 1,431,734 1,481,734 Potential shares excluded from diluted net loss per share 3,033,391 3,655,317 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNING 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 EARNING PER SHARE September 30, 2023 September 30, 2022 Options to purchase common stock 1,601,657 2,173,583 Warrants to purchase common stock 1,431,734 1,481,734 Potential shares excluded from diluted net loss per share 3,033,391 3,655,317 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory consisted of the following as of: SCHEDULE OF INVENTORY In thousands September 30, 2023 December 31, 2022 Raw materials $ 671 $ 649 Inventory in transit 455 2,004 Finished goods (less allowance) 4,918 6,073 Total inventories $ 6,044 $ 8,726 |
RELATED PARTY NOTES PAYABLE (Ta
RELATED PARTY NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Notes Payable | |
SCHEDULE OF NOTES PAYABLE, RELATED PARTIES | Related party notes payable, consisted of the following as of: SCHEDULE OF NOTES PAYABLE, RELATED PARTIES September 30, 2023 December 31, 2022 In thousands Note payable –Marin $ - $ 180 Note payable –Thomet - 113 Total notes payable - 293 Less current portion - (293 ) Long-term portion $ - $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | SCHEDULE OF NOTES PAYABLE (In thousands) September 30, 2023 December 31, Note payable other 10,255 11,627 Total 10,255 11,627 Less current portion 8,828 11,572 Long term notes payable $ 1,427 $ 55 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER LIABILITIES | SCHEDULE OF OTHER LIABILITIES (In thousands) September 30, 2023 December 31, 2022 Other vendor payable $ 803 $ 801 Dividend payable 174 153 Others 695 705 Total other liabilities 1,672 1,659 Less Current Portion 1,390 1,394 Total long term other liabilities $ 282 $ 265 |
SCHEDULE OF ANTI DILUTIVE SECUR
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNING PER SHARE (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares excluded from diluted net loss per share | 3,033,391 | 3,655,317 |
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 | 1,601,657 | 2,173,583 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares excluded from diluted net loss per share | 1,431,734 | 1,481,734 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Weighted-average number of common shares outstanding | 7,788,262 | 7,545,190 | |
Customer deposits | $ 573 | $ 1,000 |
LIQUIDITY AND CAPITAL RESOURC_2
LIQUIDITY AND CAPITAL RESOURCES (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | ||
Oct. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Working capital deficit | $ 43,000 | ||
Accumulated deficit | $ 96,162 | $ 84,460 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from equity | $ 2,500 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue Benchmark [Member] | No Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 10% |
Revenue Benchmark [Member] | Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 30% | 30% |
Accounts Receivable [Member] | No Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 10% |
Accounts Payable [Member] | One Vendor [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 29% | 65% |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - Dangot Computers Ltd [Member] | Apr. 01, 2022 USD ($) |
Purchase of shares, percent | 23% |
Stock issued during period, value, purchase of assets | $ 3,518,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 671 | $ 649 |
Inventory in transit | 455 | 2,004 |
Finished goods (less allowance) | 4,918 | 6,073 |
Total inventories | $ 6,044 | $ 8,726 |
CREDIT FACILITIES AND LINE OF_2
CREDIT FACILITIES AND LINE OF CREDIT (Details Narrative) - Business Finance Agreement [Member] - Bridge Bank [Member] $ in Millions | Mar. 25, 2022 USD ($) |
Line of Credit Facility [Line Items] | |
Line of credit facility maximum borrowing capacity | $ 8.5 |
Percentage of reserve account | 15% |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2017 |
Short-Term Debt [Line Items] | |||
Long term portion | $ 1,427 | $ 55 | |
Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | 293 | ||
Less current portion | (293) | ||
Long term portion | |||
Note Payable - Marin [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | 180 | $ 660 | |
Note Payable - Thomet [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | $ 113 | $ 750 |
RELATED PARTY NOTES PAYABLE (De
RELATED PARTY NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |||
Dec. 31, 2017 | Sep. 30, 2023 | Dec. 31, 2022 | Aug. 11, 2021 | |
Short-Term Debt [Line Items] | ||||
Debt instrument, percentage | 7.50% | |||
Related Party [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable related parties | $ 293 | |||
Note Payable - Marin [Member] | Related Party [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable related parties | $ 660 | 180 | ||
Debt instrument, percentage | 1.89% | |||
Debt instrument, frequency of periodic payment | 60 monthly | |||
Principal payments | $ 20 | |||
Accrued interest | 73 | |||
Note Payable - Thomet [Member] | Related Party [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable related parties | $ 750 | $ 113 | ||
Debt instrument, percentage | 0% | |||
Debt instrument, frequency of periodic payment | 60 monthly | |||
Principal payments | $ 13 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total | $ 10,255 | $ 11,627 |
Less current portion | 8,828 | 11,572 |
Long term notes payable | 1,427 | 55 |
Notes Payable Other [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 10,255 | $ 11,627 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) ₪ in Thousands, $ in Thousands | Sep. 13, 2022 USD ($) Integer | Mar. 27, 2022 USD ($) Integer | Nov. 28, 2021 USD ($) Integer | Aug. 11, 2021 USD ($) | Jul. 29, 2021 USD ($) Integer | Sep. 21, 2023 ILS (₪) Integer | Dec. 31, 2022 USD ($) | Dec. 31, 2022 ILS (₪) | Sep. 13, 2022 ILS (₪) Integer | Mar. 27, 2022 ILS (₪) Integer | Nov. 28, 2021 ILS (₪) Integer | Aug. 11, 2021 ILS (₪) | Jul. 29, 2021 ILS (₪) Integer |
Short-Term Debt [Line Items] | |||||||||||||
Loans payble | $ 155 | ₪ 500 | |||||||||||
Debt interest rate | 7.50% | 7.50% | |||||||||||
Debt instrument term | 5 years | ||||||||||||
Short term loans | $ 7,600 | ₪ 26,800 | |||||||||||
Accrues average interest | 6.30% | 6.30% | |||||||||||
Leumi Bank [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Loans payble | $ 1,100 | $ 1,100 | $ 2,160 | ₪ 3,500 | ₪ 3,500 | ₪ 7,000 | |||||||
Debt interest rate | 8.25% | 8.25% | 8.25% | 8.25% | 8.25% | 8.25% | |||||||
Number of installements | 8 | 8 | 8 | 8 | 8 | 8 | |||||||
Debt instrument term | 4 years | 4 years | 4 years | ||||||||||
Leumi Bank [Member] | Israeli Prime Rate [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt interest rate | 4.50% | 4.50% | 4.50% | 4.50% | 4.50% | 4.50% | |||||||
Hapoalim Bank [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Loans payble | $ 900 | ₪ 3,000 | |||||||||||
Debt interest rate | 6.03% | 6.03% | |||||||||||
Number of installements | 36 | 36 | |||||||||||
Debt instrument term | 3 years | ||||||||||||
Tzameret Mimunim [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt interest rate | 9.75% | ||||||||||||
Number of installements | 36 | ||||||||||||
Short term loans | ₪ | ₪ 1,500 | ||||||||||||
Tzameret Mimunim [Member] | Israeli Prime Rate [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt interest rate | 3.50% |
SCHEDULE OF OTHER LIABILITIES (
SCHEDULE OF OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Other vendor payable | $ 803 | $ 801 |
Dividend payable | 174 | 153 |
Others | 695 | 705 |
Total other liabilities | 1,672 | 1,659 |
Less Current Portion | 1,390 | 1,394 |
Total long term other liabilities | $ 282 | $ 265 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jan. 03, 2023 | Aug. 10, 2022 | Feb. 25, 2022 | Oct. 31, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Stock issued during period employee stock purchase plans, value | $ 7 | $ 8 | $ 10 | $ 8 | $ 10 | $ 8 | ||||||
Number of shares issue service, value | 45 | $ 45 | $ 109 | $ 298 | ||||||||
Board of Directors [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issue | 10,000 | |||||||||||
Options Held [Member] | Board of Directors [Member] | Consulting Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issue service, value | $ 45 | |||||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock options and warrants exercised | 235,426 | |||||||||||
Stock warrant exercised | 158,934 | |||||||||||
Stock issued during period shares employee stock purchase plans | 2 | 2 | 2 | 1 | 2 | |||||||
Stock issued during period employee stock purchase plans, value | ||||||||||||
Number of shares issue service, value | ||||||||||||
Equity Incentive Plan [Member] | Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued | 1,118,856 | |||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Stock options granted | 792,500 | |||||||||||
Equity Incentive Plan [Member] | Common Stock [Member] | Options Held [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock options granted | 0 | |||||||||||
Employee Stock Purchase Plan [Member] | Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued during period shares employee stock purchase plans | 7,103 | |||||||||||
Stock issued during period employee stock purchase plans, value | $ 25 | |||||||||||
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, 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 outstanding | 0 | 0 | 0 | |||||||||
Preferred stock, shares issued | 0 | 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 | 502,000 | 502,000 | 544,500 | |||||||||
Preferred stock, shares issued | 502,000 | 502,000 | 544,500 | |||||||||
Dividends payable, amount per share | $ 0.06 | $ 0.06 | ||||||||||
Liquidation preference | $ 1 | $ 1 | ||||||||||
Accrued dividends | $ 174 | |||||||||||
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 | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Accrued liabilities for commissions, expense and taxes | $ 60 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | ||||
Oct. 11, 2023 | Oct. 05, 2023 | Oct. 04, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Sale of common stock, shares | 45,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash | $ 12,500,000 | ||||
Market price | $ 2,750,000 | ||||
Payments underwriting expense | $ 3,000,000 | ||||
Subsequent Event [Member] | Underwriting Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of common stock, shares | 2,775,000 | ||||
Common stock, par value | $ 0.001 | ||||
Common stock, public per shares | $ 1 | ||||
Additional common stock purchased, shares | 450,000 | ||||
Subsequent Event [Member] | Pre Funded Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Purchase of common stock, shares | 225,000 | ||||
Shares issued, price per share | $ 0.999 | ||||
Warrants exercise price | 1 | ||||
Subsequent Event [Member] | Underwritten Shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | $ 1.25 | ||||
Exercisable to purchase of warrant | 140,000 |