OMNIQ (OMQS) 10-Q 13 Nov 23 2023 Q3 Quarterly report Financial data

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