8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2024

OMNIQ

CORP.

(Exact name of registrant as specified in charter)

1865West 2100 South, Salt Lake City, UT 84119

(Address of Principal Executive Offices) (Zip Code)

(714)899-4800

(Registrant’s Telephone Number, Including Area Code)

NotApplicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on August 9, 2023, OmniQ Corp. (the “Company”) received a previous notice (the “Previous Notice”) from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that in accordance with Nasdaq Listing Rule 5550(b)(2) (the “Rule(s)”), the Company had a market value of listed securities below the minimum $35,000,000 required for continued listing for the previous 30 consecutive trading days. Therefore, in accordance with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until February 5, 2024 to regain compliance.

Further, on February 8, 2024, the Company received a new notice (the “Notice”) from the Staff that the Company has not regained compliance with Nasdaq Listing Rule 5550(b)(2), and thus, unless the Company requests an appeal of this determination from the Staff, the Company’s common stock will be suspended at the opening of business on February 20, 2024, which will remove the Company’s securities from listing and registration on Nasdaq.

As of the date of this current report on Form 8-K, and in accordance with the Nasdaq Listing Rule 5800 Series, the Company may appeal the Staff’s determination to the hearings panel (the “Hearings Panel”), which will stay the suspension of the Company’s securities pending the Hearings Panels decision. As of this date, the Company intends to file an appeal with the Hearings Panel ahead of the February 15, 2024 deadline set forth by Nasdaq, and has already paid the $20,000 fee for a hearing in accordance with Nasdaq Rules.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 14, 2024