OMNIQ (OMQS) 10-Q 14 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - $ / shares	9 Months Ended
	Sep. 30, 2024	Oct. 29, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
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
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		10,712,930
Entity Listing, Par Value Per Share	$ 0.001

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 1,234	$ 1,678
Accounts receivable, net	17,512	18,654
Inventory	5,651	6,028
Prepaid expenses	1,054	969
Other current assets	40	25
Total current assets	25,491	27,354
Property and equipment, net of accumulated depreciation of $1,851 and $1,166 respectively	843	1,066
Goodwill, net of accumulated impairment of $0 and $14,868, respectively	2,869	1,788
Trade name, net of accumulated amortization of $4,974 and $4,850, respectively	1,212	1,377
Customer relationships, net of accumulated amortization of $12,256 and $11,814, respectively	3,234	3,777
Other intangibles, net of accumulated amortization of $1,711 and $1,669, respectively	430	504
Right of use lease asset	1,293	1,862
Other assets	1,821	1,758
Total Assets	37,193	39,486
Current liabilities
Accounts payable and accrued liabilities	61,020	56,741
Line of credit	562	240
Accrued payroll and sales tax	2,392	1,537
Notes payable – current portion	8,651	10,196
Lease liability – current portion	745	885
Other current liabilities	2,420	3,106
Total current liabilities	75,790	72,705
Long-term liabilities
Accrued interest and accrued liabilities, related party	73	73
Notes payable, less current portion	538	265
Lease liability	518	1,011
Other long-term liabilities	501	452
Total liabilities	77,420	74,506
Stockholders’ deficit
Common stock; $0.001 par value; 35,000,000 shares authorized; 10,712,930 and 10,675,802 shares issued and outstanding, respectively.	11	11
Additional paid-in capital	78,708	78,340
Accumulated (deficit)	(120,631)	(113,923)
Accumulated other comprehensive income	1,684	551
Total OmniQ stockholders’ deficit	(40,227)	(35,020)
Total liabilities and deficit	37,193	39,486
Series A Preferred Stock [Member]
Stockholders’ deficit
Preferred stock value
Series B Preferred Stock [Member]
Stockholders’ deficit
Preferred stock value
Series C Preferred Stock [Member]
Stockholders’ deficit
Preferred stock value	$ 1	$ 1

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property and equipment, accumulated depreciation	$ 1,851	$ 1,166
Goodwill, net of accumulated impairment	$ 0	$ 14,868
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	35,000,000	35,000,000
Common stock, shares, issued	10,712,930	10,675,802
Common stock, shares outstanding	10,712,930	10,675,802
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	502,000
Preferred stock, shares outstanding	502,000	502,000
Trade Names [Member]
Other intangibles, accumulated amortization	$ 4,974	$ 4,850
Customer Relationships [Member]
Other intangibles, accumulated amortization	12,256	11,814
Other Intangible Assets [Member]
Other intangibles, accumulated amortization	$ 1,711	$ 1,669

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 18,549	$ 17,244	$ 55,923	$ 65,111
Cost of goods sold	14,599	13,235	42,031	51,494
Gross profit	3,950	4,009	13,892	13,617
Operating expenses
Research & Development	261	482	1,128	1,464
Selling, general and administrative	4,355	5,585	14,944	17,667
Depreciation	90	146	298	349
Amortization	228	418	686	1,276
Total operating expenses	4,934	6,631	17,056	20,756
Loss from operations	(984)	(2,622)	(3,164)	(7,139)
Other income (expenses):
Interest expense	(929)	(898)	(2,640)	(2,575)
Other (expenses) income	268	(1,000)	(1,032)	(2,473)
Total other expenses	(661)	(1,898)	(3,672)	(5,048)
Net Loss Before Income Taxes	(1,645)	(4,520)	(6,836)	(12,187)
Provision for Income Taxes
Current	46	215	94	509
Total Provision for Income Taxes	46	215	94	509
Net Loss	(1,599)	(4,305)	(6,742)	(11,678)
Foreign currency translation adjustment	(277)	510	1,133	1,227
Comprehensive loss	(1,876)	(3,795)	(5,609)	(10,451)
Reconciliation of net loss to net loss attributable to common shareholders
Net loss	(1,599)	(4,305)	(6,742)	(11,678)
Less: Dividends attributable to non-common stockholders’ of OmniQ Corp	(7)	(8)	(22)	(24)
Net loss attributable to common stockholders’ of OmniQ Corp	$ (1,606)	$ (4,313)	$ (6,764)	$ (11,702)
Net (loss) per share - basic attributable to common stockholders’ of OmniQ Corp	$ (0.15)	$ (0.55)	$ (0.63)	$ (1.50)
Weighted average number of common shares outstanding - basic	10,697,247	7,891,444	10,696,435	7,788,262

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Preferred Stock [Member] Series C Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
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
Conversion of shares
Conversion of shares, shares	(42)	2
Cumulative Translation Adjustment					457	457
Net (loss) income				(3,507)		(3,507)
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 and Warrant issued for services			18			18
Stock and Warrant issued for services, shares		4
Stock-based compensation – options, warrants, issuances			516			516
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
ESPP Stock Issuance, shares		3
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
Balance at Dec. 31, 2023	$ 1	$ 11	78,340	(113,923)	551	(35,020)
Balance, shares at Dec. 31, 2023	502	10,675
Dividend on Class C Shares				(7)		(7)
ESPP Stock Issuance			6			6
ESPP Stock Issuance, shares		15
Stock-based compensation – options, warrants, issuances			293			293
Cumulative Translation Adjustment					241	241
Net (loss) income				(2,098)		(2,098)
Acquisition of Codeblocks				56		56
Balance at Mar. 31, 2024	$ 1	$ 11	78,639	(115,972)	792	(36,529)
Balance, shares at Mar. 31, 2024	502	10,690
Balance at Dec. 31, 2023	$ 1	$ 11	78,340	(113,923)	551	(35,020)
Balance, shares at Dec. 31, 2023	502	10,675
Net (loss) income						(6,742)
Balance at Sep. 30, 2024	$ 1	$ 11	78,708	(120,631)	1,684	(40,227)
Balance, shares at Sep. 30, 2024	502	10,712
Balance at Mar. 31, 2024	$ 1	$ 11	78,639	(115,972)	792	(36,529)
Balance, shares at Mar. 31, 2024	502	10,690
Dividend on Class C Shares				(8)		(8)
ESPP Stock Issuance			2			2
ESPP Stock Issuance, shares		2
Stock-based compensation – options, warrants, issuances			53			53
Cumulative Translation Adjustment					1,169	1,169
Net (loss) income				(3,045)		(3,045)
Balance at Jun. 30, 2024	$ 1	$ 11	78,694	(119,025)	1,961	(38,358)
Balance, shares at Jun. 30, 2024	502	10,692
Dividend on Class C Shares				(7)		(7)
ESPP Stock Issuance			4			4
ESPP Stock Issuance, shares		20
Stock-based compensation – options, warrants, issuances			10			10
Cumulative Translation Adjustment					(277)	(277)
Net (loss) income				(1,599)		(1,599)
Balance at Sep. 30, 2024	$ 1	$ 11	$ 78,708	$ (120,631)	$ 1,684	$ (40,227)
Balance, shares at Sep. 30, 2024	502	10,712

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operations
Net loss	$ (6,742)	$ (11,678)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation	356	1,548
Stock and warrant issued for services		45
Depreciation and amortization	984	1,625
Amortization of ROU asset	545	838
Changes in operating assets and liabilities:
Accounts receivable	865	4,097
Prepaid expenses	(70)	446
Inventory	280	2,158
Other assets	850	537
Accounts payable and accrued liabilities	4,099	(469)
Accrued interest and accrued liabilities, related party		1
Accrued payroll and sales taxes payable	889	(882)
Lease liability	(607)	(847)
Deferred tax assets, net	(932)	4
Other liabilities	(287)	(74)
Net cash provided by (used in) operating activities	230	(2,651)
Cash flows from investing activities
Purchase of property and equipment	(107)	457
Proceeds/loss from sale of other assets	20	141
Net cash provided by (used in) investing activities	(87)	598
Cash flows from financing activities
Proceeds from ESPP stock issuance	12	25
Proceeds from exercise of options and warrants		191
Payments on notes/loans payable	(2,700)	(1,082)
Proceeds from issuance of notes/loans payable		393
Proceeds from draw on line of credit	329	796
Net cash (used in) provided by financing activities	(2,359)	323
Net change in cash and cash equivalents	(2,216)	(1,730)
Effect of foreign exchange rates on cash and cash equivalents	1,772	827
Cash and cash equivalents at beginning of period	1,678	1,311
Cash and cash equivalents at end of period	1,234	408
Non-cash activities:
Declared dividends payable	22	24
Net assets acquired in business combination	1,284
Right of use asset acquired in exchange for lease liabilities		120
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 2,642	$ 2,592

ORGANIZATION AND SUMMARY OF SIG

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
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. 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, 2023 (the “2023 Form 10-K”). Interim disclosures generally do not repeat those in the annual statements. We describe our significant accounting policies in Note 2 of the notes to consolidated financial statements in the 2023 Form 10-K. During the nine-month period ended September 30, 2024, 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, 2024, and 2023 were 10,696,435 7,788,262 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, 2024 September 30, 2023 Options to purchase common stock 1,294,833 1,601,657 Warrants to purchase common stock 1,606,734 1,431,734 Potential shares excluded from diluted net loss per share 2,901,567 3,033,391 Reclassifications and Comparability Certain revenue and cost of goods sold amounts in the financial statements of the prior period have been reclassified to be presented on a net basis rather than a gross to conform to the current period’s presentation for comparative purposes. The total amount reclassified from cost of goods sold to revenue, as a reduction, was $ 637

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES	9 Months Ended
	Sep. 30, 2024
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 $ 50 ● Accumulated deficit of $ 121 ● Multiple years of losses from operations Management Evaluation Management considers the conditions outlined above as the most significant factors in raising substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management’s Plans to Mitigate and Alleviate Conditions or Events ● Management is evaluating operating expenses and is developing a plan to reduce expenditures without negatively impacting current operations. ● Management has placed a strategic focus on increasing sales with prime customers. ● Sales efforts are focused on the most profitable product lines. ● Blue Star - The Company’s total accounts payable due to Blue Star as of September 30, 2024, was approximately $ 48 5 ● Management finalized a new line of credit with an additional financial institution.

CONCENTRATIONS

CONCENTRATIONS	9 Months Ended
	Sep. 30, 2024
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 3 – CONCENTRATIONS For the nine-months ended September 30, 2024 and the year ended December 31, 2023, one customer accounted for 20.7 30 Accounts receivable at September 30, 2024 and December 31, 2023 are made up of trade receivables due from customers in the ordinary course of business. One customer accounted for 10.2 10 For the nine months ended September 30, 2024 one vendor made up 38 49

BUSINESS ACQUISITION

BUSINESS ACQUISITION	9 Months Ended
	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
BUSINESS ACQUISITION	NOTE 4 – BUSINESS ACQUISITION CodeBlocks LTD 4,666,664 1,275,044 8 4,356,720 1,190,360 Neway Distribution LTD 50 1

INVENTORY

INVENTORY	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
INVENTORY	NOTE 5 – INVENTORY Inventory consisted of the following as of: SCHEDULE OF INVENTORY In thousands September 30, 2024 December 31, 2023 Raw materials $ 318 $ 457 Inventory in transit 773 737 Finished goods (less allowance) 4,560 4,834 Total inventories $ 5,651 $ 6,028

CREDIT FACILITIES AND LINE OF C

CREDIT FACILITIES AND LINE OF CREDIT	9 Months Ended
	Sep. 30, 2024
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. The BFA credit facility is collateralized with a senior security interest in certain assets of the Company. The BFA includes customary representations and warranties and default provisions for transactions of this type. On January 18, 2024, the Company’s wholly owned subsidiary, Quest Marketing, Inc. (“Quest”) entered into a Purchase and Sale Agreement with Prestige Capital Finance, LLC (“Prestige”), in which Quest has sold, transferred and assigned all of its rights, title, and interest to specific accounts receivable owed to Quest. The maximum outstanding balance of Quest to Prestige shall be $ 7.5 1.5 0

OTHER NOTES PAYABLE

OTHER NOTES PAYABLE	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
OTHER NOTES PAYABLE	NOTE 7 – OTHER NOTES PAYABLE SCHEDULE OF OTHER NOTES PAYABLE (In thousands) September 30, 2024 December 31, 2023 Note payable other 8,403 10,461 Acquisition payable 786 - Total 9,189 10,461 Less current portion (8,651 ) (10,196 ) Long-term notes payable $ 538 $ 265 Notes Payable Other On July 29, 2021, the Company entered into a long-term loan from Leumi Bank totaling NIS 7 2.16 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 September 13, 2022, the Company entered into a long-term loan from Hapoalim Bank totaling NIS 3 0.9 7.5 36 3 During the year ended December 31, 2023, the Company entered into a short-term loan Hapoalim Bank totaling NIS 5.5 1.5 7.3 During the year ended December 31, 2023, the Company entered into a short-term loan from Bank Leumi totaling NIS 21.5 5.9 7.6 On September 21, 2023, the Company entered into a long-term loan from Tzameret Mimunim totaling 1.5 393 3.5 9.75 36

OTHER LIABILITIES

OTHER LIABILITIES	9 Months Ended
	Sep. 30, 2024
Other Liabilities Disclosure [Abstract]
OTHER LIABILITIES	NOTE 8 – OTHER LIABILITIES SCHEDULE OF OTHER LIABILITIES (In thousands) September 30, 2024 December 31, 2023 Other vendor payable $ 807 $ 803 Dividend payable 204 182 Others 1,910 2,573 Total other liabilities 2,921 3,558 Less Current Portion (2,420 ) (3,106 ) Total long-term other liabilities $ 501 $ 452 The balance of deferred revenues is included in other current and long-term liabilities on the balance sheet. The following table summarizes changes in deferred revenue as of: SCHEDULE OF DEFERRED REVENUE September 30, 2024 December 31, 2023 Beginning balance $ 2,275 $ 1,393 Less amounts recognized during the year (3,837 ) (945 ) Add new deferred revenue 3,143 1,827 Ending Balance $ 1,581 $ 2,275

OTHER INCOME

OTHER INCOME	9 Months Ended
	Sep. 30, 2024
Other Income and Expenses [Abstract]
OTHER INCOME	NOTE 9 – OTHER INCOME For the nine months ended September 30, 2024, the Company received government relief funds in the amount of approximately NIS 1.8 482

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 10 – STOCKHOLDERS’ EQUITY PREFERRED STOCK Series A As of September 30, 2024, there were 2,000,000 no The board of directors of the Company (the “Board”) had previously set the voting rights for the Series A preferred stock at 1 share of preferred to 250 common shares Series B As of September 30, 2024, there was 1 no Series C As of September 30, 2024, there were 3,000,000 502,000 0.06 1 Series C shares outstanding are convertible into common stock at the rate of 20 preferred shares to one share of common stock 204 The Series C Preferred Stock has a liquidation value and conversion price of $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) and automatically converts into Common Stock at $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) in the event that the Company’s common stock has a closing price of $30 per share for 20 consecutive trading days COMMON STOCK In October 2021, OMNIQ’ Board of Directors adopted an Equity Incentive Plan (the “Plan”), as an incentive to retain in the employ of and attract new employees, directors, officers, consultants, advisors, and employees to the Company. Pursuant to the Plan, 1,118,856 0.001 No In December 2015, our Board of Directors approved the OMNIQ. Employee Stock Purchase Plan (the “ESPP”). For the nine months ending September 30, 2024, employees purchased 37,128 12 April 8, 2024, Stockholders approved the amendment of the Company’s Certificate of Incorporation to increase the amount of authorized common stock to 35,000,000

LITIGATION

LITIGATION	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
LITIGATION	NOTE 11 – LITIGATION On November 3, 2024 a commercial real estate company filed a lawsuit against Dangot Computers, OmniQ Technologies and some of Dangot’s officers alleging breach of a letter of intent for a lease arrangement. The claims were brought in an Israeli court. The initial claim against Dangot Computers is NIS 21 5.6

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS There are no subsequent events.

ORGANIZATION AND SUMMARY OF S_2

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
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, 2024, and 2023 were 10,696,435 7,788,262 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, 2024 September 30, 2023 Options to purchase common stock 1,294,833 1,601,657 Warrants to purchase common stock 1,606,734 1,431,734 Potential shares excluded from diluted net loss per share 2,901,567 3,033,391
Reclassifications and Comparability	Reclassifications and Comparability Certain revenue and cost of goods sold amounts in the financial statements of the prior period have been reclassified to be presented on a net basis rather than a gross to conform to the current period’s presentation for comparative purposes. The total amount reclassified from cost of goods sold to revenue, as a reduction, was $ 637

ORGANIZATION AND SUMMARY OF S_3

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2024
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, 2024 September 30, 2023 Options to purchase common stock 1,294,833 1,601,657 Warrants to purchase common stock 1,606,734 1,431,734 Potential shares excluded from diluted net loss per share 2,901,567 3,033,391

INVENTORY (Tables)

INVENTORY (Tables)	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORY	Inventory consisted of the following as of: SCHEDULE OF INVENTORY In thousands September 30, 2024 December 31, 2023 Raw materials $ 318 $ 457 Inventory in transit 773 737 Finished goods (less allowance) 4,560 4,834 Total inventories $ 5,651 $ 6,028

OTHER NOTES PAYABLE (Tables)

OTHER NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
SCHEDULE OF OTHER NOTES PAYABLE	SCHEDULE OF OTHER NOTES PAYABLE (In thousands) September 30, 2024 December 31, 2023 Note payable other 8,403 10,461 Acquisition payable 786 - Total 9,189 10,461 Less current portion (8,651 ) (10,196 ) Long-term notes payable $ 538 $ 265

OTHER LIABILITIES (Tables)

OTHER LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2024
Other Liabilities Disclosure [Abstract]
SCHEDULE OF OTHER LIABILITIES	SCHEDULE OF OTHER LIABILITIES (In thousands) September 30, 2024 December 31, 2023 Other vendor payable $ 807 $ 803 Dividend payable 204 182 Others 1,910 2,573 Total other liabilities 2,921 3,558 Less Current Portion (2,420 ) (3,106 ) Total long-term other liabilities $ 501 $ 452
SCHEDULE OF DEFERRED REVENUE	The balance of deferred revenues is included in other current and long-term liabilities on the balance sheet. The following table summarizes changes in deferred revenue as of: SCHEDULE OF DEFERRED REVENUE September 30, 2024 December 31, 2023 Beginning balance $ 2,275 $ 1,393 Less amounts recognized during the year (3,837 ) (945 ) Add new deferred revenue 3,143 1,827 Ending Balance $ 1,581 $ 2,275

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, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares excluded from diluted net loss per share	2,901,567	3,033,391
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	1,294,833	1,601,657
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares excluded from diluted net loss per share	1,606,734	1,431,734

ORGANIZATION AND SUMMARY OF S_4

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Weighted-average number of common shares outstanding	10,696,435	7,788,262
Cost of Revenue	$ 637

LIQUIDITY AND CAPITAL RESOURC_2

LIQUIDITY AND CAPITAL RESOURCES (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Aug. 11, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit	$ 50,000
Accumulated deficit	120,631	$ 113,923
Total accounts payable	$ 48,000
Annual interest rate	5%		7.50%

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Revenue Benchmark [Member] | One Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	20.70%	30%
Accounts Receivable [Member] | One Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10.20%
Accounts Receivable [Member] | No Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage		10%
Accounts Payable [Member] | One Vendors [Member]
Concentration Risk [Line Items]
Concentration risk percentage	38%
Accounts Payable [Member] | Two Vendors [Member]
Concentration Risk [Line Items]
Concentration risk percentage		49%

BUSINESS ACQUISITION (Details N

BUSINESS ACQUISITION (Details Narrative) - Dangot Share Purchase Agreement [Member]	Feb. 15, 2024 ILS (₪)	Jan. 30, 2024 USD ($)	Jan. 30, 2024 ILS (₪)	Jan. 30, 2024 ILS (₪)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Transaction costs		$ 1,275,044		₪ 4,666,664
Implicit interest rate		8%		8%
Present value for the acquisition		$ 1,190,360	₪ 4,356,720
Neway Distribution Ltd [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity interest percentage	50%
Consideration from sale	₪ 1,000,000

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 318	$ 457
Inventory in transit	773	737
Finished goods (less allowance)	4,560	4,834
Total inventories	$ 5,651	$ 6,028

SCHEDULE OF OTHER NOTES PAYABLE

SCHEDULE OF OTHER NOTES PAYABLE (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Total	$ 9,189	$ 10,461
Less current portion	(8,651)	(10,196)
Long-term notes payable	538	265
Note Payable Other [Member]
Short-Term Debt [Line Items]
Total	8,403	10,461
Acquisition Payable [Member]
Short-Term Debt [Line Items]
Total	$ 786

CREDIT FACILITIES AND LINE OF_2

CREDIT FACILITIES AND LINE OF CREDIT (Details Narrative) - USD ($) $ in Millions	Mar. 25, 2022	Sep. 30, 2024	Jan. 18, 2024
Business Finance Agreement [Member] | Bridge Bank [Member]
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. The BFA credit facility is collateralized with a senior security interest in certain assets of the Company. The BFA includes customary representations and warranties and default provisions for transactions of this type.
Purchase and Sale Agreement [Member]
Line of Credit Facility [Line Items]
Outstanding balance		$ 0	$ 7.5
Discount fee percentage			1.50%

OTHER NOTES PAYABLE (Details Na

OTHER NOTES PAYABLE (Details Narrative) ₪ in Thousands, $ in Thousands	Sep. 21, 2023 USD ($) Integer	Sep. 13, 2022 USD ($) Integer	Aug. 11, 2021 USD ($)	Jul. 29, 2021 USD ($) Integer	Sep. 30, 2024	Dec. 31, 2023 USD ($)	Dec. 31, 2023 ILS (₪)	Sep. 21, 2023 ILS (₪) Integer	Sep. 13, 2022 ILS (₪) Integer	Aug. 11, 2021 ILS (₪)	Jul. 29, 2021 ILS (₪) Integer
Line of Credit Facility [Line Items]
Loans payable			$ 155							₪ 500
Debt instrument, interest rate, stated percentage			7.50%		5%					7.50%
Debt instrument, term			5 years
Leumi Bank [Member]
Line of Credit Facility [Line Items]
Loans payable				$ 2,160							₪ 7,000
Debt instrument, interest rate, stated percentage				8.25%		7.60%	7.60%				8.25%
Number of installments				8							8
Debt instrument, term				4 years
Short-term debt						$ 5,900	₪ 21,500
Leumi Bank [Member] | Israel, New Shekels
Line of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage				4.50%							4.50%
Hapoalim Bank [Member]
Line of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage		7.50%				7.30%	7.30%		7.50%
Number of installments		36							36
Debt instrument, term		3 years
Long-term debt		$ 900							₪ 3,000
Short-term debt						$ 1,500	₪ 5,500
Tzameret [Member]
Line of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage	3.50%							3.50%
Number of installments	36							36
Long-term debt	$ 393							₪ 1,500
Debt instrument, interest rate, increase (decrease)	9.75%

SCHEDULE OF OTHER LIABILITIES (

SCHEDULE OF OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Other vendor payable	$ 807	$ 803
Dividend payable	204	182
Others	1,910	2,573
Total other liabilities	2,921	3,558
Less Current Portion	(2,420)	(3,106)
Total long-term other liabilities	$ 501	$ 452

SCHEDULE OF DEFERRED REVENUE (D

SCHEDULE OF DEFERRED REVENUE (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Beginning balance	$ 2,275	$ 1,393
Less amounts recognized during the year	(3,837)	(945)
Add new deferred revenue	3,143	1,827
Ending Balance	$ 1,581	$ 2,275

OTHER INCOME (Details Narrative

OTHER INCOME (Details Narrative) - 9 months ended Sep. 30, 2024 $ in Thousands, ₪ in Millions	USD ($)	ILS (₪)
Other Income and Expenses [Abstract]
Government relief funds	$ 482	₪ 1.8

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended						9 Months Ended
	Oct. 31, 2021	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Apr. 08, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Common stock, par or stated value per share		$ 0.001						$ 0.001			$ 0.001
Stock issued during period, value, employee stock purchase plans		$ 4	$ 2	$ 6	$ 7	$ 8	$ 10
Common stock, shares authorized		35,000,000						35,000,000		35,000,000	35,000,000
Common Stock [Member]
Class of Stock [Line Items]
Stock issued during period, shares, employee stock purchase plans		20,000	2,000	15,000	3,000	2,000	2,000
Stock issued during period, value, employee stock purchase plans
Equity Incentive Plan [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares issued	1,118,856
Common stock, par or stated value per share	$ 0.001
Options issued								0	0
Employee Stock Purchase Plan [Member] | Common Stock [Member]
Class of Stock [Line Items]
Stock issued during period, shares, employee stock purchase plans								37,128
Stock issued during period, value, employee stock purchase plans								$ 12
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares designated		2,000,000						2,000,000			2,000,000
Preferred stock, shares outstanding		0						0			0
Preferred stock, voting rights								The board of directors of the Company (the “Board”) had previously set the voting rights for the Series A preferred stock at 1 share of preferred to 250 common shares
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares designated		1						1			1
Preferred stock, shares outstanding		0						0			0
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares designated		3,000,000						3,000,000			3,000,000
Preferred stock, shares outstanding		502,000						502,000			502,000
Preferred stock, voting rights								Series C shares outstanding are convertible into common stock at the rate of 20 preferred shares to one share of common stock
Dividends payable, amount per share		$ 0.06						$ 0.06
Preferred stock, liquidation preference per share		$ 1						$ 1
Accrued dividends								$ 204
Preferred stock, conversion basis								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) - Nov. 03, 2024 ₪ in Millions, $ in Millions	USD ($)	ILS (₪)
Subsequent Event [Member]
Subsequent Event [Line Items]
Commercial real estate	$ 5.6	₪ 21