OMNIQ Corp PRE 14A, filed Aug 22, 2025

OMNIQ Corp. (OMQS)

PRE 14A 2025-08-22 For: 2025-08-22

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Added on October 20, 2026

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☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	1)	Title of each class of securities to which transaction applies:


	2)	Aggregate number of securities to which transaction applies:


	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


	4)	Proposed maximum aggregate value of transaction:


	5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:


	2)	Form, Schedule or Registration Statement No.:


	3)	Filing Party:


	4)	Date Filed:

	1.	To elect two (2) directors to hold office during the year following the annual meeting or until their successors are elected;

	2.	To ratify the appointment of Haynie & Company as auditors of the Company for the fiscal year ending December 31, 2025;

	3.	To adopt the Company’s 2025 Equity Incentive Plan; and

	4.	To transact such other business as may properly come before the meeting

PROXY STATEMENT		6

	Information Concerning the Solicitation	6

PROPOSAL 1 – ELECTION OF DIRECTORS		9

	Information Concerning Nominees	9

	Experience, Qualifications, Attributes and Skills of our Director Nominees	9

	Corporate Governance and the Board of Directors	10

	Board Leadership Structure and Risk Oversight	10

	Director Independence	10

	Meetings	10

	Board Committees	10

	Audit Committee	10

	Report of the Audit Committee	11

	Compensation Committee	11

	Corporate Governance/Nominating Committee	11

	Board Leadership Structure	12

	Compensation of Directors and Officers	12

	Executive Compensation	12

	Bonuses	12

	Employment Contracts	12

	Outstanding Equity Awards	13

	Equity Compensation Plan Information	13

	Director Compensation	14

	Section 16(a) Beneficial Ownership Reporting Compliance	14

	Code of Ethics	14

	Insider Trading Policy	15

	Conflicts of Interest	15

	Potential Payments Upon Termination or Change of Control	15

	Current Relationships and Related Transactions	15

	Related Party Transactions	15

	Anti-Hedging Policy	16

PROPOSAL 2 – RATIFICATION OF AUDITORS		16

	Haynie & Company	16

	Audit and Non-Audit Fees	18

PROPOSAL 3 – ADOPTION OF EQUITY INCENTIVE PLAN		19

	Approval	19

	Purpose of the Plan	19

	Administration	19

	Eligibility to Receive Awards	20

	Types of Awards	20

	Shares Authorized for Issuance	20

	Stock Options	20

	Stock Awards and Restricted Stock	21

	Shares Subject to the Plan	21

	Change in Control	21

	Term	21

	Federal Income Tax Consequences	21

	Nonqualified Stock Options	22

	Incentive Stock Options	22

	Restricted Stock	22

	Tax Effect for the Company	23

Shareholder Proposals for the 2026 Proxy Statement		23

Proxy Statement and Annual Report Delivery		23

Stockholder Communications		23

Name of Beneficial Owner	Amount of Beneficial Ownership		Percentage of Shares Outstanding
Shai Lustgarten (Chairman and CEO)¹		1,506,822		12.99	%
Neev Nissenson²		10,000		0.1	%
Yaron Shalem⁴		49,464		0.4	%
Guy Elhanani⁵		10,000		0.1	%
Mina Teicher⁶		10,000		0.1	%

All Executive Officers and Directors as a group (5 individuals)		1,589,619		11.6	%

Carlos Nissensohn ³		1,019,667		7.4	%

	1.	Includes 370,000 shares issuable upon the exercise of options. Also includes (i) 1,056,822 shares and (ii) 33,333 shares issuable upon the exercise of warrants held by Walefar Investments Ltd., which is beneficially owned by Mr. Lustgarten.

	2.	Includes 10,000 shares of common stock. Neev Nissenson resigned from the Board of Directors on March 27, 2024.

	3.	Includes 739,308 shares held by Campbeltown Consulting Ltd., which is beneficially owned by Mr. Carlos J. Nissensohn. Also includes (i) 57,026 shares and (ii) 223,333 shares issuable upon exercise of options and warrants.

	4.	Includes 20,000 shares issuable upon exercise of options. Also includes 29,464 shares. Yaron Shalem resigned from the Board of Directors on January 31, 2025.

	5.	Includes 10,000 shares issuable upon exercise of options.

	6.	Includes 10,000 shares issuable upon exercise of options. Mina Teicher resigned from the Board of Directors on January 31, 2025.

	●	the integrity of the Company’s financial statements and the related public reports,

	●	disclosures and regulatory filings in which they appear;

	●	the systems of internal control over financial reporting, operations, and legal/regulatory compliance;

	●	the performance, qualifications and independence of the Company’s independent accountants;

	●	the performance, qualifications and independence of the Company’s internal audit function, and

	●	compliance with the Company’s ethics policies and applicable legal and regulatory requirements.

	●	has reviewed and discussed with management the audited financial statements for the year ended December 31, 2024;

	●	has discussed with Hayne & Company, our independent registered public accountants, the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board; and

	●	has received the written disclosures and the letter from Hayne & Company required by PCAOB Rule 3526, as modified or supplemented, and has discussed with Hayne & Company the independent accountant’s independence.

	●	approve annually the corporate goals and objectives applicable to the compensation of the Chief Executive Officer and/or President, evaluate at least annually the Chief Executive Officer’s and/or President’s performance in light of those goals and objectives, and determine and approve the Chief Executive Officer’s and/or President’s compensation level based on this evaluation;

	●	review matters relating to executive succession and management development;

	●	formulate, evaluate, and approve compensation for the Company’s officers;

	●	formulate, evaluate, and approve cash incentives and deferred compensation plans for executives;

	●	formulate, approve, and administer and, when appropriate, recommend to the Board for approval, incentive compensation plans and equity-based plans; and

	●	approve employment contracts, severance agreements, change in control provisions, and other compensatory arrangements with Company executives.

	●	develop and oversee the Company’s corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the Board for approval any changes to the documents, policies and procedures in the Company’s corporate governance framework;

	●	establish procedures for the director nomination and to determine the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director;

	●	identify and screen individuals qualified to become members of the Board, consistent with the above criteria, considering any director candidates recommended by the Company’s stockholders;

	●	oversee a process for an annual evaluation of the Company’s Chief Executive Officer and/or President; and

	●	develop and oversee a process for an annual evaluation of the Board and its committees, including a formal assessment of each individual director.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards		Option Awards		All Other Compensation		Total
In thousands
Shai Lustgarten		2023		600		120		-		-		28	$	748
Chief Executive Officer and Interim CFO		2024		637		25		-		-		28	$	690

Neev Nissenson		2023		174		25		-		-		54	$	253
Chief Financial Officer⁽¹⁾

	●	the amounts involved exceeded or will exceed $120,000; and

	●	any of our directors, executive officers or holders of more than 5% of our capital stock, or

	●	any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest

Name	Year	Fees Earned or Paid in Cash ($)		Stock Awards		Option¹ Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation		All Other Compensation		Total
In thousands
Yaron Shalem (1)	2024		24		-		-		-		-		-		24
	2023		24		-		46		-		-		-		70

Mina Teicher (1)	2024		24		-		-		-		-		-		24
	2023		24		-		46		-		-		-		70

Guy Elhanani (1)	2024		24		-		-		-		-		-		24
	2023		24		-		51		-		-		-		75

	Fiscal Year Ended December 31,
In thousands	2024		2023
Audit fees	$	[*]	$
Audit related fees		-		-
Tax fees		-		-
All other fees		-		-
Totals	$		$

	BY ORDER OF THE
	BOARD OF DIRECTORS

	/s/ Shai Lustgarten
	Shai Lustgarten, Chief Executive Officer and Chairman

	(a)	Option Price. The purchase price of each share of Common Stock purchasable under an Incentive Option shall be determined by the Committee at the time of grant, but shall not be less than 100% of the Fair Market Value (as defined below) of such share of Common Stock on the date the Option is granted; provided, however, that with respect to an Optionee who, at the time such Incentive Option is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or of any Subsidiary, the purchase price per share of Common Stock shall be at least 110% of the Fair Market Value per share of Common Stock on the date of grant. The purchase price of each share of Common Stock purchasable under a Nonqualified Option shall not be less than 100% of the Fair Market Value of such share of Common Stock on the date the Option is granted. The exercise price for each Option shall be subject to adjustment as provided in Section 8 below. “Fair Market Value” means the closing price on the final trading day immediately prior to the grant date of the Common Stock on the Nasdaq Capital Market, LLC or other principal securities exchange on which shares of Common Stock are listed (if the shares of Common Stock are so listed), or, if not so listed, the mean between the closing bid and asked prices of publicly traded shares of Common Stock in the over the counter market, or, if such bid and asked prices shall not be available, as reported by any nationally recognized quotation service selected by the Company, or as determined by the Committee in a manner consistent with the provisions of the Code. Anything in this Section 5(a) to the contrary notwithstanding, in no event shall the purchase price of a share of Common Stock be less than the minimum price permitted under the rules and policies of any national securities exchange on which the shares of Common Stock are listed.

	(b)	Option Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten years after the date such Option is granted and in the case of an Incentive Option granted to an Optionee who, at the time such Incentive Option is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or of any Subsidiary, no such Incentive Option shall be exercisable more than five years after the date such Incentive Option is granted.

	(d)	Non-transferability of Options. Options are not transferable and may be exercised solely by the Optionee during his lifetime or after his death by the person or persons entitled thereto under his will or the laws of descent and distribution. The Committee, in its sole discretion, may permit a transfer of a Nonqualified Option to (i) a trust for the benefit of the Optionee, (ii) a member of the Optionee’s immediate family (or a trust for his or her benefit) or (iii) pursuant to a domestic relations order. Any attempt to transfer, assign, pledge or otherwise dispose of, or to subject to execution, attachment or similar process, any Option contrary to the provisions hereof shall be void and ineffective and shall give no right to the purported transferee.

	(e)	Termination by Death. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the Company or any Subsidiary terminates by reason of death, the Option may thereafter be exercised, to the extent then exercisable (or on such accelerated basis as the Committee shall determine at or after grant), by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or until the expiration of the stated term of such Option as provided under the Plan, whichever period is shorter.

	(f)	Termination by Reason of Disability. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the Company or any Subsidiary terminates by reason of Disability (as defined below), then any Option held by such Optionee may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated basis as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration of the stated term of such Option, whichever period is shorter; provided, however, that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter. “Disability” shall mean an Optionee’s total and permanent disability; provided, that if Disability is defined in an employment agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Disability shall have the meaning ascribed to it in such employment agreement.

	(g)	Termination by Reason of Retirement. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the Company or any Subsidiary terminates by reason of Normal or Early Retirement (as such terms are defined below), any Option held by such Optionee may thereafter be exercised to the extent it was exercisable at the time of such Retirement (or on such accelerated basis as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration of the stated term of such Option, whichever date is earlier; provided, however, that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable, to the extent to which it was exercisable at the time of death, for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter.

	(A)	the assignment to Optionee of any duties inconsistent with the position in the Company that Optionee held immediately prior to the assignment;

	(B)	a Change of Control resulting in a significant adverse alteration in the status or conditions of Optionee’s participation with the Company or other nature of Optionee’s responsibilities from those in effect prior to such Change of Control, including any significant alteration in Optionee’s responsibilities immediately prior to such Change in Control; and

	(C)	the failure by the Company to continue to provide Optionee with benefits substantially similar to those enjoyed by Optionee prior to such failure.

	(a)	The Company may make such provisions as it may deem appropriate, consistent with applicable law, in connection with any Securities granted under the Plan with respect to the withholding of any taxes (including income or employment taxes) or any other tax matters.

	(b)	If any Grantee, in connection with the acquisition of Restricted Stock, makes the election permitted under Section 83(b) of the Code (that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), such Grantee shall notify the Company of the election with the Internal Revenue Service pursuant to regulations issued under the authority of Code Section 83(b).

	(c)	If any Grantee shall make any disposition of shares of Common Stock issued pursuant to the exercise of an Incentive Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition within ten (10) days hereof.

	(a)	Certificates. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange or interdealer quotation system upon which the Common Stock is then listed or traded and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

	(b)	Employment Matters. Neither the adoption of the Plan nor any grant or award under the Plan shall confer upon any Participant who is an employee of the Company or any Subsidiary any right to continued employment or, in the case of a Participant who is a director, continued service as a director, with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any of its employees, the service of any of its directors or the retention of any of its consultants or advisors at any time.

	(c)	Limitation of Liability. No member of the Committee, or any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.

	(d)	Registration of Stock. Notwithstanding any other provision in the Plan, no Option may be exercised unless and until the Common Stock to be issued upon the exercise thereof has been registered under the Securities Act and applicable state securities laws, or are, in the opinion of counsel to the Company, exempt from such registration in the United States. The Company shall not be under any obligation to register under applicable federal or state securities laws any Common Stock to be issued upon the exercise of an Option granted hereunder in order to permit the exercise of an Option and the issuance and sale of the Common Stock subject to such Option, although the Company may in its sole discretion register such Common Stock at such time as the Company shall determine. If the Company chooses to comply with such an exemption from registration, the Common Stock issued under the Plan may, at the direction of the Committee, bear an appropriate restrictive legend restricting the transfer or pledge of the Common Stock represented thereby, and the Committee may also give appropriate stop transfer instructions with respect to such Common Stock to the Company’s transfer agent.

	1.1.	The Committee, in its discretion, may grant Awards to eligible Participants and shall determine whether such Awards intended to be 102 Awards or 3(i) Awards. Each Award shall be evidenced by an award agreement (“Award Agreement”), which shall expressly identify the Award type, and be in such form and contain such provisions, as the Committee shall from time to time deem appropriate.

	1.2.	The Plan shall apply to any Awards granted pursuant to this Appendix, provided, that the provisions of this Appendix shall supersede and govern in the case of any inconsistency or conflict, either explicit or implied, arising between the provisions of this Appendix and the Plan.

	1.3.	Unless otherwise defined in this Appendix, capitalized terms contained herein shall have the same meanings given to them in the Plan.