10-Q - OMQS - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:

June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from________ to__________

Commission

File Number: 001-40768

OMNIQCorp.

(Exact name of registrant as specified in its charter)

Delaware	20-3454263
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

696 West Confluence Ave.

Murray, UT 84123

(Address of principal executive offices) (Zip Code)

(801) 242-7272

(Registrant’s telephone number, including area code)

1865

West 2100 South

Salt Lake City, UT 84119

(Former name, former address and former fiscal year, if changed since last report)

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

Title<br> of each class	Ticker<br> symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, $0.001 par value	OMQS	OTCMKTS

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☐	Smaller<br> reporting company	☒
(Do<br> not check if a smaller reporting company)
Emerging<br> growth company	☐

If an emerging growth company, indicate by check mark 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE

ONLY TO CORPORATE ISSUERS:

Indicate

the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 11,602,930 shares of common stock, $0.001 par value, as of August 13, 2025.

TABLE

OF CONTENTS

PART I - FINANCIAL INFORMATION	F-1
ITEM 1. FINANCIAL STATEMENTS	F-1
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2025 AND DECEMBER 31, 2024	F-1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025, AND 2024	F-2
UNAUDITED<br> CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND<br> 2024	F-3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND 2024	F-4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM 4. CONTROLS AND PROCEDURES	6
PART II - OTHER INFORMATION	7
ITEM 1. LEGAL PROCEEDINGS.	7
ITEM 1A. RISK FACTORS.	7
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	7
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	7
ITEM 4. MINE SAFETY DISCLOSURES.	7
ITEM 5. OTHER INFORMATION.	7
ITEM 6. EXHIBITS.	8
SIGNATURES	9

| 2 |

| --- |

PART

I - FINANCIAL INFORMATION

ITEM

FINANCIAL STATEMENTS

OMNIQ

CORP.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(In<br> thousands, except share and per share data)
			December<br> 31, 2024

ASSETS
Current<br> assets
Cash<br> and cash equivalents	2,209		$	2,349
Accounts<br> receivable, net	9,807			20,945
Inventory, net	3,005			7,405
Prepaid<br> expenses	375			1,085
Prepaid expenses, related party	200			-
Prepaid expenses	200			-
Other<br> current assets	34			96
Total<br> current assets	15,630			31,880
Property<br> and equipment, net of accumulated depreciation	696			721
Goodwill	3,156			2,918
Trade<br> name, net of accumulated amortization	1,185			1,187
Customer<br>relationships, net of accumulated amortization	2,968			3,115
Other<br>intangibles, net of accumulated amortization	375			410
Right<br> of use lease asset	410			1,076
Other<br> assets	2,360			2,282
Total<br> Assets	26,780		$	43,589
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current<br> liabilities
Accounts<br> payable and accrued liabilities	12,642		$	66,097
Line<br> of credit	1,615			535
Accrued<br> payroll and sales tax	3,644			2,903
Notes<br> payable – current portion	6,932			8,512
Lease<br> liability – current portion	290			701
Other<br> current liabilities	1,394			7,575
Total<br> current liabilities	26,517			86,323
Long-term<br> liabilities
Accrued<br> interest and accrued liabilities, related party	(13	)		73
Notes<br> payable, less current portion	410			234
Related<br> party notes payable	10,000			-
Notes payable	10,000			-
Lease<br> liability	103			353
Other<br> long term liabilities	737			494
Total<br> liabilities	37,754			87,477
Stockholders’<br> equity (deficit)
Series<br> A Preferred stock; 0.001 par value; 2,000,000 shares designated, 0 shares issued and outstanding	-			-
Series<br> B Preferred stock; 0.001 par value; 1 share designated, 0 shares issued and outstanding	-			-
Series<br> C Preferred stock; 0.001 par value; 3,000,000 shares designated, 502,000 shares issued and outstanding, respectively	1			1
Preferred stock value	1			1
Common<br> stock; 0.001 par value; 35,000,000 shares authorized; 10,712,930 and 10,712,930 shares issued and outstanding, respectively.	11			11
Additional<br> paid-in capital	113,513			78,713
Accumulated<br> (deficit)	(123,947	)		(123,899	)
Accumulated<br> other comprehensive income (loss)	(552	)		1,286
Total<br> OmniQ stockholders’ equity (deficit)	(10,974	)		(43,888	)
Total<br> liabilities and equity (deficit)	26,780		$	43,589

All values are in US Dollars.

The

accompanying unaudited notes should be read in conjunction with these unaudited condensed consolidated financial statements.

| F-1 |

| --- |

OMNIQ

CORP.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	For<br> the three months ending						For<br> the six months ended
	June<br> 30,						June<br> 30,
(In<br> thousands, except share and per share data)	2025			2024			2025			2024
Revenues	$	7,802		$	8,436		$	15,782		$	17,587
Cost<br> of goods sold		5,821			6,264			11,618			13,458
Gross<br> profit		1,981			2,172			4,164			4,129
Operating<br> expenses
Research<br> & Development		556			457			969			856
Selling,<br> general and administrative		1,431			2,214			3,369			4,883
Depreciation		241			87			36			199
Amortization		237			227			468			458
Total<br> operating expenses		2,465			2,985			4,842			6,396
Loss<br> from operations		(484	)		(813	)		(678	)		(2,267	)
Other<br> income (expenses):
Interest<br> expense		(131	)		(250	)		(403	)		(538	)
Other<br> (expenses) income		3,415			(1,390	)		2,484			(1,361	)
Gain<br> on debt settlement		325			-			325			-
Total<br> other income (expenses)		3,609			(1,640	)		2,406			(1,899	)
Net<br> Income (Loss) Before Income Taxes		3,125			(2,453	)		1,728			(4,166	)
Provision<br> for Income Taxes
Current		(72	)		-			(37	)		47
Total<br> Provision for Income Taxes		(72	)		-			(37	)		47
Income<br> (loss) from continuing operations		3,053			(2,453	)		1,691			(4,119	)
Loss<br> from discontinued operations (net of tax)		(1,002	)		(592	)		(1,725	)		(1,024	)
Net<br> Income (Loss)	$	2,051		$	(3,045	)	$	(34	)	$	(5,143	)
Net<br> Income (Loss)	$	2,051		$	(3,045	)	$	(34	)	$	(5,143	)
Foreign<br> currency translation adjustment		1,169			1,169			(1,838	)		1,410
Comprehensive<br> income (loss)		3,220			(1,876	)	$	(1,872	)	$	(3,733	)
Reconciliation<br> of net loss to net loss attributable to common shareholders
Net<br> Income (Loss)		2,051			(3,045	)	$	(34	)	$	(5,143	)
Less:<br> Dividends attributable to non-common stockholders’ of OmniQ Corp		(8	)		(8	)		(14	)		(15	)
Net<br> income (loss) attributable to common stockholders’ of OmniQ Corp		2,043			(3,053	)	$	(48	)	$	(5,158	)
Net<br> income (loss) per share - basic attributable to common stockholders’ of OmniQ Corp	$	0.19		$	(0.28	)	$	(0.00	)	$	(0.48)
Net income (loss) per share – diluted	$	0.19		$	(0.28	)	$	(0.00	)	$	(0.48	)
Loss<br> from discontinued operations (net of tax)		(1,002	)		(592	)		(1,725	)		(1,024	)
Net<br> loss per share from discontinued operations	$	(0.09	)	$	(0.06	)	$	(0.16	)	$	(0.10	)
Weighted average<br> number of common shares outstanding - basic		10,712,930			10,688,340			10,712,930			10,688,340
Weighted average number of common shares outstanding – diluted		10,712,930			10,688,340			10,712,930			10,688,340

The

accompanying unaudited notes should be read in conjunction with these unaudited condensed consolidated financial statements.

| F-2 |

| --- |

OMNIQ

CORP.

CONDENSED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

For

the three and six months ended June 30, 2024 and 2025

	Series<br> C								Additional					Accumulated<br> Other			Total<br> Stockholders’
	Preferred<br> Stock				Common<br> Stock				Paid-in		Accumulated			Comprehensive			Equity
(In<br> thousands)	Shares		Amount		Shares		Amount		Capital		Deficit			Income<br> (Loss)			(Deficit)
Balance,<br> December 31, 2023		502	$	1		10,675	$	11	$	78,340	$	(113,923	)	$	551		$	(35,020	)
Dividend<br> on Class C Shares		-		-		-		-				(7	)					(7	)
ESPP Stock Issuance		-		-		15		-		6								6
Stock-based compensation – options, warrants, issuances		-		-		-		-		293								293
Acquisition of Codeblocks		-		-		-		-				56						56
Cumulative Translation Adjustment		-		-		-		-							241			241
Net (loss) income		-		-		-		-				(2,098	)					(2,098	)
Balance, March 31, 2024	****	502	$	1	****	10,690	$	11	$	78,639	$	(115,972	)	****	792	****	$	(36,529	)
Dividend on Class C Shares		-		-		-		-				(8	)					(8	)
ESPP<br> Stock Issuance		-		-		2		-		2								2
Stock-based<br> compensation – options, warrants, issuances		-		-		-		-		53								53
Cumulative<br> Translation Adjustment		-		-		-		-							1,169			1,169
Net<br> (loss) income		-		-		-		-				(3,045	)					(3,045	)
Balance, June 30, 2024	****	502	$	1		10,692	$	11	****	78,694	****	(119,025	) ****	****	1,961	****	$	(38,358	)
Balance,<br> December 31, 2024		502	$	1		10,712	$	11	$	78,713	$	(123,899	)	$	1,286		$	(43,888	)
Dividend<br> on Class C Shares		-		-		-		-		-		(7	)		-			(7	)
Stock-based<br> compensation – options, warrants, issuances		-		-		-		-		2		-			-			2
Cumulative<br> Translation Adjustment		-		-		-		-		-					491			491
Net<br> (loss) income		-		-		-		-		-		(2,089	)		-			(2,089	)
Balance,<br> March 31, 2025		502	$	1		10,712	$	11	$	78,715	$	(125,995	)	$	1,777		$	(45,491	)
Balance		502	$	1		10,712	$	11	$	78,715	$	(125,995	)	$	1,777		$	(45,491	)
Dividend<br> on Class C Shares		-		-		-		-		-		(7	)		-			(7	)
Sale<br> of assets from division										34,734		-						34,734
Stock-based<br> compensation – options, warrants, issuances		-		-		-		-		64		-			-			64
Cumulative<br> Translation Adjustment		-		-		-		-		-		4			(2,329	)		(2,325	)
Net<br> (loss) income		-		-		-		-		-		2,051			-			2,051
Balance,<br> June 30, 2025		502	$	1		10,712	$	11	$	113,513	$	(123,947	)	$	(552	)	$	(10,974	)
Balance		502	$	1		10,712	$	11	$	113,513	$	(123,947	)	$	(552	)	$	(10,974	)

The

accompanying unaudited notes should be read in conjunction with these condensed unaudited consolidated financial statements.

| F-3 |

| --- |

OMNIQ

CORP.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For

the six months ended June 30,

(In<br> thousands)	2025
Cash<br> flows from operations
Net<br> loss	$	(34	)	)
Adjustments<br> to reconcile net loss to net cash provided by operating activities:
Stock-based<br> compensation		66
Depreciation<br> and amortization		569
Amortization<br> of ROU asset		228
Changes<br> in operating assets and liabilities:
Accounts<br> receivable		7,168		)
Prepaid<br> expenses		331		)
Inventory		3,739
Other<br> assets		70
Accounts<br> payable and accrued liabilities		(396	)
Accrued<br> interest and accrued liabilities, related party		(86	)
Accrued<br> payroll and sales taxes payable		726
Lease<br> liability		(220	)	)
Deferred<br> tax assets, net		18		)
Other<br> liabilities		(6,107	)	)
Net<br> cash provided by (used in) operating activities		6,072		)
Cash<br> flows from investing activities
Purchase<br> of property and equipment		(75	)	)
Cash<br> paid for divestiture		(2,388	)
Proceeds<br> from sale of property and equipment		-		)
Net<br> cash provided by (used in) investing activities		(2,463	)	)
Cash<br> flows from financing activities
Proceeds<br> from ESPP stock issuance		-
Payments<br> on notes/loans payable		(2,686	)	)
Proceeds<br> from draw on line of credit		970
Net<br> cash (used in) provided by financing activities		(1,716	)
Net<br> change in cash and cash equivalents		1,893		)
Effect<br> of foreign exchange rates on cash and cash equivalents		(2,033	)
Cash<br> and cash equivalents at beginning of period		2,349
Cash<br> and cash equivalents at end of period	$	2,209
Non-cash<br> activities:
Declared<br> dividends payable	$	7
Net<br> assets acquired in business combination	$	-
Right<br> of use asset acquired in exchange for lease liability	$	-
Cancelation<br> of lease	$	471
Supplemental<br> disclosure of cash flow information:
Cash<br> paid for interest	$	-
Cash<br> paid for income taxes	$	-

All values are in US Dollars.

The

accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statements.

| F-4 |

| --- |

OMNIQ

CORP.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, 2024 (the “2024 Form 10-K”).

We describe our significant accounting policies in Note 2 of the notes to consolidated financial statements in the 2024 Form 10-K. During the six-month period ended June 30, 2025, there were no significant changes to those accounting policies other than below.

AccountingStandards Updates

ASU 2023-09, “Income Taxes (Topic 740), Improvement to Income Tax Disclosures.” The amendments in ASU 2023-09 require an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax income by the entity’s applicable statutory rate, on an annual basis. Additionally, the amendments in this ASU require an entity to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent of total income taxes paid (net of refunds received). Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis; however, retrospective application is permitted. The adoption of ASU 2023-09 is not expected to have a material impact on the Company’s financial statements.

NetLoss 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 three-months ended June 30, 2025, and 2024 were 10,712,930 and 10,688,340, respectively. Diluted net loss per share of common stock is the same as basic net loss per share of common stock because the effects of potentially dilutive securities are antidilutive.

The following table sets forth the potentially dilutive securities excluded from the computation of diluted net income or loss per share because such securities have an anti-dilutive impact and are out of the money:

SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNING PER SHARE


Options<br> to purchase common stock	2,126,833	1,297,333
Warrants<br> to purchase common stock	959,235	1,606,734
Potential<br> shares excluded from diluted net loss per share	3,086,068	2,904,067

| F-5 |

| --- |

NOTE

2 – GOING CONCERN

The accompanying condensed 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<br> the need for operational cash with the need to add additional products.
●	Timely<br> and cost-effective development of products
●	Working<br> capital deficit of $10.9 million as of June 30, 2025
●	Accumulated<br> deficit of $124 million as of June 30, 2025
●	Multiple<br> years of losses from operations

ManagementEvaluation

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’sPlans to Mitigate and Alleviate Conditions or Events

●	Management<br> is evaluating operating expenses and is developing a plan to reduce expenditures without negatively impacting current operations.
●	Management<br> has placed a strategic focus on increasing sales with prime customers.
●	Sales<br> efforts are focused on the most profitable product lines.
●	The<br> Company completed the sale of one of it’s divisions as of June 30, 2025, which included the removal of a net $45 million worth<br> of debt on the Company’s books..

NOTE

3 – CONCENTRATIONS

For

the six-months ended June 30, 2025, and the year ended December 31, 2024, no customer accounted for more than 3% for the six months ended June 30, 2025 and one customer made up 23.7% for December 31, 2024, of the Company’s consolidated revenues.

Accounts receivable at June 30, 2025 and December 31, 2024 are made up of trade receivables due from customers in the ordinary course of business. One customer accounted for 6% of the outstanding receivables as of June 30, 2025, and 26% as of December 31, 2024.

For

the six months ended June 30, 2025, and the year ended December 31, 2024 no vendor made up more than 3% as of June 30, 2025 and 47% as of December 31, 2024 of our trade payables.

| F-6 |

| --- |

NOTE

4 – BUSINESS COMBINATIONS

CodeBlocksLTD

On January 30, 2024, OMNIQ’s wholly owned subsidiary, Dangot Computers Ltd. (“Dangot”), entered into a Share Purchase

Agreement (the “Purchase Agreement”) with CodeBlocks Ltd. (CodeBlocks”) and CodeBlocks’ owners, Alina Lifshits and Erez Attia pursuant to which Dangot, acquired all of the capital stock of CodeBlocks in exchange for NIS 4,666,664 (approximately US $ 1,275,044). The consideration is payable in seven equal installments with the final payment due on November 1, 2025. The note has no explicit interest rate so the Company used an implicit interest rate of 8%; therefore the present value for the acquisition was NIS 4,356,720, approximately $1,190,360. The purchase Agreement closed on February 1, 2024. As of June 30, 2025, this entity was sold as part of the sale discussed in Note 11.

NOTE

5 – INVENTORY

Inventory consisted of the following as of:

SCHEDULE

OF INVENTORY

In<br> thousands	June<br> 30, 2025			December<br> 31, 2024
Raw<br> materials	$	308		$	287
Inventory<br> in transit		53			4,076
Finished<br> goods (less allowance)		3,407			49
Less<br> allowance for obsolescence		(763	)		(1,204	)
Total<br> inventories (continuing operations)	$	3,005		$	3,208
Inventories<br> relate to discontinued operations		-			4,197
Total<br> inventories	$	3,005		$	7,405

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

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 million. The discount fee starts at 1.5% and increases based on the age of the outstanding receivables. The balance as of June 30, 2025, was $0 and this credit facility was terminated concurrent with the sale of the assets from Quest Marketing, Inc.

NOTE

7 – RELATED PARTY NOTES PAYABLE

NotePayable – Marin

In December 2017, we entered into a $660 thousand note payable at 1.89% annual interest rate (the “Marin Note”) with two individuals from whom we previously acquired their company (in 2014). The Marin Note was payable in 60 monthly principal payments of $20 thousand beginning in October 2018. Accrued interest payable as of March 31, 2025 and December 31, 2024, was $73 thousand and $73, respectively. Accrued interest was payable at maturity. This accrued interest balance was $0 as of June 30, 2025.

NotePayable – Summit

On June 30, 2025, concurrent with the sale of the business unit, the Company entered into a promissory note for $10 million at 5% annual interest rate (the “Summit Note”), the note is amortized over 10 years, but a balloon payment in 3 years for the then balance. The Company is required to make 13 payments every year, with annual payments totaling $1,378,852. Accrued interest as of June 30, 2025 was $0 and the balance as of June 30, 2025 was $10,000,000. At June 30, 2025, the company had put up a $200,000 prepaid expense towards transaction costs with Summit Junction and this amount appears on the Balance Sheet as a prepaid expenses, related party.

| F-7 |

| --- |

NOTE

8 – OTHER NOTES PAYABLE

SCHEDULE OF OTHER NOTES PAYABLE

(In<br> thousands)	June 30, 2025			December<br> 31, 2024
Note<br> payable other		7,342			8,746
Less<br> current portion		(6,932	)		(8,512	)
Long-term<br> notes payable	$	410		$	234

NotesPayable Other

On

July 29, 2021, the Company entered into a long-term loan from Leumi Bank totaling NIS 7 million, which at the time was approximately $2.16 million. The note accrues interest at the Israeli Prime Rate plus 4.5% which currently equals 8.25% per annum and is payable in 8 instalments of principal and interest over 4 years. The note is secured by shares of Dangot Computers, Ltd At December 31, 2024, the balance owed is $1,815,840 and at June 30, 2025, the balance owed is $1,886,466NIS (approx. $528,211 USD).

On

August 11, 2021, the Company purchased vehicles using cash and financing of NIS 500 thousand, approximately $155 thousand, to be paid off in monthly interest and principal payments over 5 years. The loan accrues interest at 7.5% per annum and is secured by the vehicles. This was completed in January 2025.

On

September 13, 2022, the Company entered into a long-term loan from Hapoalim Bank totaling NIS 3 million, approximately US $0.9 million. The note accrues interest at 7.28% per annum (Israeli Prime Rate plus 1.28%) and is payable in 36 installments of principal and interest over 3 years. The balance at June 30, 2025 was approximately $0.14 million.

During

the year ended December 31, 2023, the Company entered into a short-term loan Hapoalim Bank totaling NIS 2.5 million, approximately US $0.67 million. The note accrues interest at 7.3% per annum. The loan is renewed every month at Israeli Prime Rate plus + 1.3%, which at December 31, 2024 was 7.3%. In February 2024, NIS 1.5 million of the loan was converted into a short-term loan to be repaid in 12 installments, bearing interest at Prime + 1.5%. In July 2024, an additional 1.5 million was converted into a long-term loan to be repaid in 18 installments, bearing interest at a rate of Prime + 1.5%. At December 31, 2024, the Company owed Hapoalim Bank USD $1.39 million. At June 30, 2025, the balance was approximately $1.5 million.

| F-8 |

| --- |

During

the year ended December 31, 2023, the Company entered into a short-term loan from Bank Leumi totaling NIS 21.5 million, approximately US $5.9 million. The note accrues interest at 7.6% per annum. The loan is renewed every month at Israeli Prime Rate plus 1.89, which at December 31, 2024 was 7.89%. In March 2024, NIS 7.5 million of the loan was converted into a long-term loan to be repaid in 36 installments, bearing interest at a rate of Prime + 3.25%, which at December 31, 2024 was 9.25%. At December 31, 2024, the Company owed Bank Leumi USD $5.4 million. At June 30, 2025, the Company owed Bank Leumi approximately USD $5.4 million.

On

September 21, 2023, the Company entered into a long-term loan from Tzameret Mimunim totaling 1.5M NIS, approximately US $393 thousand. The note accrues interest at the Israeli Prime Rate plus 3.5% which currently equals 9.5% per annum and is payable in 36 monthly installments. The balance at December 31, 2024 is $251 thousand and at June 30, 2025 was $212 thousand.

As of June 30, 2025, 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.

NOTE

9 – OTHER INCOME

For

the six months ended June 30, 2025, the Company received government relief funds in the amount of approximately NIS 1.7 million or US $609 thousand.

During

the six months ended June 30, 2025, the Company received Employee Retention Credit refunds in the amount of approximately $1.05 million for returns filed for prior years.

NOTE

10 – STOCKHOLDERS’ EQUITY

PREFERRED

STOCK

SeriesA

As of June 30, 2025, there were 2,000,000 Series A preferred shares designated and no Series A preferred shares outstanding. 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 13 common shares.

SeriesB

As of June 30, 2025, there was 1 preferred share designated and no preferred shares outstanding.

SeriesC

As of June 30, 2025, there were 3,000,000 Series C Preferred Shares (“Series C”) authorized with

502,000

issued and outstanding. The Series C shares have preferential rights above common shares and the Series B Preferred Shares and is entitled to receive a quarterly dividend at a rate of $0.06 per share per annum and have a liquidation preference of $1 per share. Series C shares outstanding are convertible into common stock at the rate of 20 preferred shares to one share of common stock. As of June 30, 2025, the accrued dividends on the Series C Preferred Stock was $226 thousand.

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.

| F-9 |

| --- |

EQUITY

INCENTIVE PLAN

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, advisors, and employees to the Company. Pursuant to the Plan, 1,118,856 shares of the Company’s common stock, par value $0.001 (the “Shares”), were set aside and reserved for issuance. The Plan was approved by our stockholders at the December 2021, shareholders’ meeting.

No

shares were issued in the six months ended June 30, 2025 and 17,089 shares were issued during the six months ended June 30, 2024.

During

the quarter, the Company issued stock options or warrants to 47 employees and consultants for the purchase of an aggregate 1,035,000

shares of stock at between $0.06

and $0.07

per share. The Company’s CEO was issued options for 50,000

shares at $0.07

and warrants were issued to a company he is affiliated with

for 100,000

shares at exercise price of $0.07

per share, which was above the market price at the time of issuance. The options have a 5 year

expiration period and vested immediately.

Approximately $63,000

was booked as a compensation expense related to these options and warrants.

NOTE

11 – LITIGATION

The Company was named a defendant in a case involving a former employee who claims he is owed approximately $60 thousand in unpaid commissions. This case was settled in February 2024.

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 million approximately US $5.6 million. The Company believes that it has meritorious defenses to such action and intends to vigorously defend itself; however, at this stage it is too early to assess the chances of the lawsuit with certainty.

In

March 2025, the Company was named a defendant in a case involving a consultant who was terminated and who claims he is owed approximately $389 thousand in unpaid fees and commissions. The Company believes it has multiple defenses and cross claims against the former consultant and is evaluating its response to the lawsuit, but plans to vigorously defend the suit.

NOTE

12 – BUSINESS SEGMENT

The Company operates in a single reportable segment, referred to as providing solutions including software, communications, and automated management service. The business is managed by the chief executive officer who is the Chief Operating Decision Maker (CODM). The CODM evaluates segment performance based on operating income (loss) for purposes of allocating resources and evaluating financial performance. The accounting policies of our single reportable segment are the same as those for the Company as a whole.

Note13

– DISCONTINUED OPERATIONS

On July 11, 2025, OmniQ Corp., a Delaware corporation (the “Company”), together with its subsidiaries, Quest Marketing, Inc., HTS Image Processing, Inc., OmniQ Vision Inc., HTS Image Ltd., OmniQ Technologies Ltd., and Dangot Computers, Ltd. (collectively, the “Sellers”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Summit Junction Holdings LLC, a Delaware limited liability company (the “Buyer”).

Pursuant to the Purchase Agreement, the Sellers agreed to sell, and Buyer agreed to purchase, substantially all of the assets and assume certain liabilities mainly associated with the Company’s legacy business line, including its integrated hardware, software, and automation solutions business, (the “Transferred Business”). The Transaction was consummated on July 11, 2025. Although the Purchase Agreement is dated as of June 30, 2025, the parties executed the agreement and consummated the Transaction on July 11, 2025.

| F-10 |

| --- |

The aggregate consideration for the Transaction

is approximately $45.0 million, consisting of the assumption by Buyer of up to $55.0 million in specified liabilities of the Transferred Business and the issuance by the Company of a Promissory Note in the principal amount of $10.0 million in favor of the Buyer. The Promissory Note bears interest at 5% per annum, is amortized over a ten-year period, and provides for a balloon payment after the third year. In addition, the Company is entitled to a contingent payment of up to $10.0 million in the event that, within 18 months following the closing, Buyer either (i) consummates a sale of all or substantially all of its assets or equity for consideration in excess of $100.0 million or (ii) completes an initial public offering at a valuation exceeding $100.0 million.

The sale resulted in a net gain on disposal of

approximately $34.7m, which reflects the difference between the carrying amount of the net assets disposed of and the consideration transferred/assumed, including the promissory note and transaction costs. However, due to the related-party nature of the transaction, management determined it would be more conservative to record the gain to Additional Paid-in Capital instead of in Other Income.

The net gain (APIC) was calculated as follows (in thousands):

SCHEDULE OF NET GAIN ON ADDITIONAL PAID IN CAPITAL

	Change in Value
Cash and cash equivalents	$	(2,388	)
Accounts receivable, net		(4,730	)
Inventory, net		(282	)
Other current assets		(996	)
Property and equipment, net of accumulated depreciation		(48	)
Accounts payable and accrued liabilities		55,000
Other current liabilities		(1,822	)
Related party notes payable		(10,000	)
Additional paid-in capital	$	(34,734	)

Details of net loss from discontinued operations, net of taxes, are as follows (in thousands):

SCHEDULE OF DISCONTINUED OPERATIONS

Six months ended	June 30, 2025		June 30, 2024
Revenues	$	24,599	$	19,787
Cost of goods sold		19,115		13,975
Selling, general and administrative		7,281		5,706
Research & Development		40		10
Depreciation		14		9
Amortization		-		-
Interest expense		1,050		1,172
Other (expenses) income		1,176		61
Current tax		-		-
Net Loss from Discontinued Ops (Net of Tax)	$	1,725	$	1,024
Three months ended	June 30, 2025		June 30, 2024
---	---	---	---	---
Revenues	$	12,675		10,621
Cost of goods sold		10,149		7,910
Selling, general and administrative		4,082		2,811
Research & Development		18		5
Depreciation		11		5
Amortization		-		-
Interest expense		848		544
Other (expenses) income		1,431		62
Current tax		-		-
Net Loss from Discontinued Ops (Net of Tax)	$	1,002	$	592

Because the transaction was effective June 30,2025, no assets or liabilities disposed in the sale were included on the balance sheet as of June 30, 2025. The balances of the disposed assets and liabilities as of December 31, 2024 were as follows:

Assets
Current Assets
Accounts receivable, net	$	10,608
Inventory, net		4,197
Prepaid expenses		482
Other current assets		61
Total current assets		15,348
Property and equipment, net of accumulated depreciation		8
Right of use lease asset		471
Total Assets	$	15,827
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	56,863
Accrued payroll and sales tax		1,490
Lease liability – current portion		309
Other current liabilities		58,662
Lease liability		178
Total liabilities	$	64,731

Cash flows related to the discontinued business have not been segregated and are included in the condensed consolidated statements of cash flows. The following table provides supplemental cash-flow information for the discontinued operations (in thousands):

SCHEDULE OF SUPPLEMENTAL CASH-FLOW INFORMATION FOR DISCONTINUED OPERATIONS


Depreciation and amortization	(2,304	)	(9	)
Capital expenditures	(771	)	128
Other significant non-cash items
Cancelation of lease	471		-

The assets sold include, among other things, accounts receivable, inventory, tangible personal property, intellectual property, contract rights, books and records, and other assets used or held for use in connection with the Transferred Business. Certain assets were excluded from the Transaction, including the Company’s cash and cash equivalents and all assets not related to the Transferred Business. Buyer assumed only those liabilities specified in the Purchase Agreement, and the Company retained all other liabilities, including those unrelated to the Transferred Business or expressly excluded.

The Purchase Agreement contains customary representations, warranties, and covenants, including pre-closing operating covenants, post-closing indemnification provisions, and certain limitations on liability. The Transaction and Purchase Agreement were approved by the Company’s Board of Directors effective June 30, 2025 following completion of a fairness opinion, dated June 27, 2025, from an independent financial advisor.

In connection with the closing, the Company and Buyer entered into and delivered various ancillary agreements, including a Bill of Sale, Assignment and Assumption Agreement, Trademark Assignment Agreement, Promissory Note, Intellectual Property License Agreement, and Transition Services Agreement. The Company also entered into a consent agreement with its largest vendor Bluestar to consent to the transfer of the liabilities owed to it from the Company to the Buyer. Due to an entity affiliated with Shai Lustgarten, the Company’s CEO as a principal member of the Buyer, the transaction is deemed related party.

Pursuant to his employment contract, the CEO, Shai

Lustgarten is entitled to a bonus equal to 4% of a total transaction price and pursuant to that, the Board of Directors awarded a bonus of $1.72 million to Mr. Lustgarten. The bonus has been accrued but as of this filing nothing has been paid on the bonus.

Based on ASC 850-10, ASC 845-10, ASC 820, and SEC Staff Accounting Bulletin Topics 5.G, 5.T, and 1.B.1, the transaction represents a capital contribution from the CEO to the Company. While a fairness opinion was obtained, it does not fully satisfy ASC 820 fair value measurement requirements for full recognition. Accordingly, the $34 million gain is recorded directly to equity as a capital contribution. This conclusion aligns with both the letter and the spirit of applicable GAAP and SEC guidance.

NOTE

14 – SUBSEQUENT EVENTS

In

July 2025, the Company settled approximately $62,500 of debt owed on the books for 900,000 shares. As noted in the Company’s 8-K filing, 450,000 of those shares were issued to the Company CEO, Shai Lustgarten to settled $31,500 owed to him.

In July 2025, the Company relocated its corporate headquarters to a new address. The new office / warehouse lease is at $15,000 per month in rent for 7 years.

| F-11 |

| --- |

ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PRELIMINARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by, or that include the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “project”, “intend”, “foresee” and similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs, and sources of liquidity. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the expansion of product offerings geographically or through new marketing applications, the timing and cost of planned capital expenditures, competitive conditions, and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. In addition, even if our actual results are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results may not be indicative of results or developments in subsequent periods. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:

●	Our ability to raise capital when needed and on acceptable terms and conditions;
●	Our ability to manage credit and debt structures from vendors, debt holders, and secured lenders.
●	Our ability to manage the growth of our business through internal growth and acquisitions;
●	Competitive pressures;
●	Our ability to attract and retain management, and to integrate and maintain technical information and management information systems.
●	Compliance with laws and regulations, including those relating to environmental matters, corporate governance matters and tax matters, as well as any future changes to such laws and regulations; and

For a more detailed discussion of some of the foregoing risks and uncertainties, see Item 1A — “Risk Factors” in our 2024 Form 10-K and Item 1A — “Risk Factors” in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as well as other reports and registration statements filed by us with the SEC. These factors should not be construed as exhaustive and should be read with other cautionary statements in this Quarterly Report on Form 10-Q and our other public filings. For more information about us and the announcements we make from time to time, visit our website at www.omniq.com.

Introduction

We use patented and proprietary artificial intelligence (AI) technology to deliver machine vision image processing solutions including data collection, real-time surveillance and monitoring for supply chain management, homeland security, public safety, traffic & parking management, and access control applications.

The technology and services we provide help our clients move people, assets, and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments.

Our principal solutions include hardware, software, communications, and automated management services, technical service and support. Our highly tenured team of professionals has the knowledge and expertise to simplify the integration process for our customers. We deliver practical problem-solving solutions backed by numerous customer references.

Our customers include government agencies, healthcare, universities, airports, municipalities and more. We currently engage with several billion-dollar markets with double-digit growth, including the Global Safe City market and the Ticketless Safe Parking market.

| 3 |

| --- |

The following is a discussion of our financial condition, results of operations, financial resources, and working capital. This discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements contained in this Form 10-Q.

OVERVIEW

Pursuant to the asset sale described in the Notes to the Financial Statements, the assets of one division were sold during the second quarter of 2025. Accordingly, the financial statements have reclassified the related revenues and expenses from both prior periods and the current period into a single line item for “Discontinued Operations” on the face of the financial statements, with further detail provided in the accompanying Notes.

The Company’s sales for the six months ended June 30, 2025, and 2024, were $15.8 million and $17.6 million, respectively. The decrease between the six-month periods was attributable to deceleration of projects by customers.

The loss from operations for the six months ended June 30, 2025, was $678 thousand, a decrease of $569 thousand compared with the loss in the six months ended June 30, 2024, of $2.27 million. Basic loss per share from continuing operations for the six months ended June 30, 2025, was ($0.00) versus ($0.48) per share for the same period in 2024. Comprehensive loss for the six months ended June 30, 2025 and 2024 was $1.87 million and $3.7 million respectively, the only component to comprehensive loss besides net loss is foreign currency translation.

LIQUIDITY

AND CAPITAL RESOURCES

As of June 30, 2025, the Company had cash in the amount of $2.2 million and a working capital deficit of $10.9 million, compared to cash in the amount of $2.3 million, and a working capital deficit of $54.4 million as of December 31, 2024. The Company had stockholders’ deficit attributable to OmniQ stockholders of $11 million and $43.8 million as of June 30, 2025, and December 31, 2024, respectively. This decrease in our stockholders’ deficit was primarily attributable to sale of assets.

The Company’s accumulated deficit was $124 million and $124 million as of June 30, 2025, and December 31, 2024.

The Company’s operations provided net cash of $6.08 million and used $3.6 million in the six months ended June 30, 2025, and 2024, respectively. The increase in cash provided in operations of approximately $10 million is due to the increase in revenue and decrease in overhead.

The Company’s cash used in investing activities was $2.5 million for the six months ended June 30, 2025, compared to cash used in investing activities of $103 thousand for the six months ended June 30, 2024.

The Company’s financing activities used $1.7 million of cash during the six months ended June 30, 2025, and used $1.34 million during the six months ended June 30, 2024.

| 4 |

| --- |

Resultsof Operations

The following tables set forth certain selected unaudited condensed consolidated statements of operations data for the periods indicated in dollars. In addition, we note that the period-to-period comparison may not be indicative of future performance. Amounts are presented in thousands.

	For the 6 months ended <br> June 30,
In thousands	2025			2024				%
Revenue	$	15,782		$	17,587		)		(10.26	)%
Cost of Goods sold		11,6178			13,458		)		(13.68	)%
Gross Profit		4,164			4,129				0.85	%
Operating Expenses		4,842			6,396		)		(24.3	)%
Income (Loss) from operations		(678	)		(2,267	)			(70.09	)%
Net income (loss) from continuing operations		1,691			(4,118	)			-141	%
Loss from discontinued operations (net of tax)		(1,725	)		(1,024	)	)		(68.46	)%
Net income (loss)		(34	)		(5,142	)			(99.34	)%
Net Loss per common Share from continuing operations	$	(0.00	)	$	(0.20	)			(100.00	)%

All values are in US Dollars.

Revenues

For the six months ended June 30, 2025, and 2024, the Company generated net revenues in the amount of $15.8 million and $17.6 million, respectively. The decrease between the six-month periods was attributable to deceleration of projects by customers.

Costof Goods Sold

For the six months ended June 30, 2025, and 2024, the Company recognized a total of $11.6 million and $13.5 million, respectively, of cost of goods sold. For the six months ended June 30, 2025, and 2024, cost of goods sold were 74% and 77% of net revenues, respectively.

Operatingexpenses

Total operating expenses for the six months ended June 30, 2025, and 2024 recognized was $4.8 million and $6.4 million, respectively, representing a 24% decrease. The decrease in operating expenses was due primarily to management’s cost savings plan and the elimination of expenses associated wit the legacy business sold in the second quarter of 2025.

Researchand Development – Research and development expenses for the six months ended June 30, 2025, and 2024 totaled $969 thousand and $856 thousand, respectively.

Selling,general and Administrative – Selling, general and administrative expenses for the six months ended June 30, 2025, and 2024 totaled $3.4 million and $4.9 million, respectively, representing a 31% decrease. The decrease was due primarily to management’s cost savings initiatives, including headcount reductions and lower professional-services fees, and the removal of expense associated with the legacy business.

Depreciation– Depreciation expenses for the six months ended June 30, 2025, and 2024 totaled $36 thousand and $199 thousand, respectively, representing an 82% decrease. The decrease is directly related to the reduction in fixed assets following the sale of the legacy business.

Intangibleamortization – Intangible amortization expenses for the six months ended June 30, 2025, and 2024 totaled $468 thousand and $458 thousand, respectively. The modest increase is due the timing of amortization of customer relationships, trade names and other intangible assets.

Otherincome and expenses

InterestExpense – Interest expense for the six months ended June 30, 2025, totaled $403 thousand, compared to $538 thousand for the six months ended June 30, 2024. The change in interest expense is attributable to fluctuations in borrowings under the Company’s credit facilities and the retirement of debt associated with the legacy business. Other income and expenses include a gain on debt settlement of $325 thousand recorded in the six months ended June 30, 2025, and $0 in the comparable 2024 period.

Discontinuedoperations – On June 30, 2025, the Company completed the sale of its legacy business. As a result, the assets and liabilities of the legacy business were classified as held for sale and its results of operations for all periods presented have been reported as discontinued operations. For the six months ended June 30, 2025 and 2024, loss from discontinued operations (net of tax) was $1.7 million and $1.0 million, respectively. The increase in loss from discontinued operations reflects transaction-related expenses and a one-time loss on the sale of certain assets.

Netincome (loss) – For the six months ended June 30, 2025, the Company recorded a net loss of $34 thousand, compared with a net loss of $5.1 million for the six months ended June 30, 2024. The significant improvement in net results was driven by higher margins on continuing operations, lower operating expenses and the gain on debt settlement, partially offset by increased loss from discontinued operations.

Inflation

The Company’s results of operations have not been materially affected by inflation and management does not expect inflation to have a material impact on its operations in the future.

Off-Balance Sheet Arrangements

The Company currently does not have any off-balance sheet arrangements.

| 5 |

| --- |

ITEM

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM

CONTROLS AND PROCEDURES

EVALUATION

OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to the previously reported material weakness in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of June 30, 2025. Although we have determined that the existing controls and procedures are not effective, the deficiencies identified have not been deemed material to our reporting disclosures.

MaterialWeakness in Internal Control over Financial Reporting

In connection with the audit of our financial statements for the year ended December 31, 2024, we identified a material weakness in our internal control over financial reporting. Specifically, we identified a material weakness in our controls related to segregation of duties and other immaterial weaknesses in several areas of data management and documentation.

Changesin Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| 6 |

| --- |

PART

II - OTHER INFORMATION

ITEM

LEGAL PROCEEDINGS

The Company was named a defendant in a case involving a former employee who claims he is owed approximately $60 thousand in unpaid commissions. This case was settled in February 2024.

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 million approximately US $5.6 million. The Company believes that it has meritorious defenses to such action and intends to vigorously defend itself. At this early stage, it is not possible to fully assess the chances of a lawsuit.

In March 2025, the Company was named a defendant in a case involving a consultant who was terminated and who claims he is owed approximately $389 thousand in unpaid fees and commissions. The Company believes it has multiple defense and cross claims against the former consultant and is evaluating its response to the lawsuit, but plans to vigorously defend the suit.

ITEM

1A. RISK FACTORS

Not applicable.

ITEM

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM

MINE SAFETY DISCLOSURES

Not applicable.

ITEM

OTHER INFORMATION

None.

WHERE

YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission this Form 10-Q, including exhibits. You may read and copy all or any portion of the registration statement or any reports, statements, or other information in the files at SEC’s Public Reference Room located at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m.

You can request copies of these documents upon payment of a duplicating fee by writing to the Commission. You may call the Commission at 1-800-SEC-0330 for further information on the operation of its public reference room. Our filings, including the registration statement, will also be available to you on the website maintained by the Commission at http://www.sec.gov.

We intend to furnish our stockholders with annual reports which will be filed electronically with the SEC containing the consolidated financial statements audited by our independent auditors, and to make available to our stockholder’s quarterly reports for the first three quarters of each year containing unaudited interim consolidated financial statements.

Our website is located at http://www.omniq.com. The Company’s website and the information contained on that site, or connected to that site, is not part of or incorporated by reference into this filing.

| 7 |

| --- |

ITEM

EXHIBITS

EXHIBIT

INDEX

10.1	Share purchase Agreement dated May 3, 2021, by and between OMNIQ Corp, OMNIQ Technologies Ltd. and Haim Dangot. (incorporated by reference to the Current Report on Form 8-k filed with the SEC on May 6, 2021)
31.1	Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS	Inline<br> XBRL Instance Document.
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document.
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover<br> Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

| 8 |

| --- |

SIGNATURES

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 thereunto duly authorized.

Date: August 19, 2025

OMNIQ<br> CORP.
By:	/s/ Shai Lustgarten
	Shai<br> Lustgarten
	Chief<br> Executive Officer, Interim Chief Financial Officerand Chairman of the Board

| 9 |

| --- |

Exhibit****31.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER

PURSUANTTO RULE 13a-14(a) UNDER

THESECURITIES EXCHANGE ACT OF 1934

I, Shai Lustgarten, certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2025, of OMNIQ Corp.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br> persons performing the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> August 19, 2025	/s/ Shai Lustgarten
---	---
	Shai<br> Lustgarten,
	Chief<br> Executive Officer, Interim Chief Financial Officer<br><br> <br>and<br> Chairman of the Board

Exhibit****31.2

CERTIFICATIONOF CHIEF FINANCIAL OFFICER

PURSUANTTO RULE 13a-14(a) UNDER

THESECURITIES EXCHANGE ACT OF 1934

I, Shai Lustgarten, certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2025, of OMNIQ Corp.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br> persons performing the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> August 19, 2025	/s/ Shai Lustgarten
---	---
	Shai<br> Lustgarten
	Principal<br> Financial Officer

Exhibit****32.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER AND

CHIEFFINANCIAL OFFICER PURSUANT TO RULE 13a-14(b) UNDER

THESECURITIES EXCHANGE ACT OF 1934 AND SECTION 1350 OF

CHAPTER63 OF TITLE 18 OF THE UNITED STATES CODE

The undersigned, Shai Lustgarten, certifies pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, that (1) this quarterly report on Form 10-Q for the quarter ended June 30, 2025 of OMNIQ Corp. (the “Company”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and (2) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 19, 2025

/s/ Shai Lustgarten
Shai<br> Lustgarten,
Chief<br> Executive Officer, Interim Chief Financial Officer<br><br> <br>and<br> Chairman of the Board
/s/ Shai Lustgarten
Shai<br> Lustgarten
Principal<br> Financial Officer