OMNIQ Corp 8-K, filed Aug 11, 2020
OMNIQ Corp. (OMQS)
About this 8-K
OMNIQ Corp filed this 8-K on August 11, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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): August 11, 2020
OMNIQ CORP.
(Exact name of registrant as specified in charter)
| Delaware | 000-09047 | 20-3454263 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
1865 West 2100 South, Salt Lake City, UT 84119
(Address of principal executive offices) (Zip Code)
(714) 899-4800
(Registrant’s telephone number, including area code)
(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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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. [ ]
Item 5.03 AMENDMENT TO ARTICLES OF INCORPORATION
On August 5, 2020, OMNIQ Corp. filed an Amendment to the Certificate of Designation of the Rights and Preferences of its Series C Preferred Stock (the “Amendment”) clarifying that the conversion price and voting rights of the Series C Preferred Stock were amended to equitably reflect the reverse stock split of November 1, 2019. The holders of a majority of the Series Preferred Stock consented to such Amendment. A copy of the Amendment is attached as Exhibit and incorporated herein by reference in its entirety as Exhibit 3.1
Item 9.01 Financial statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Amendment to Certificate of Designation of Series C Preferred Stock |
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: August 11, 2020
| OMNIQ CORP. | ||
| By: | /s/ Shai S. Lustgarten | |
| Shai S. Lustgarten | ||
| President and CEO | ||
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF DESIGNATION
OF
SERIES C PREFERRED STOCK
OF
OMNIQ CORP.
This Amended and Restated Certificate of Designation of OMNIQ Corp. amends and restates the Certificate of Designation of Series C Preferred Stock filed by the Company on June 17, 2016.
OMNIQ Corp. (the “Company”), a corporation organized and existing under the laws of Delaware, does hereby certify that on August 4, 2020, pursuant to the authority conferred upon the Board of Directors of the Company by the Articles of Incorporation of the Company, and as ratified by the majority shareholders of the Company’s Series C Preferred Stock on August 4, 2020, it has adopted resolutions (a) adjusting the conversion ratio of the Series C Preferred Stock to 1 share of the Company’s common stock for every 20 shares of Series C Preferred Stock to equitably reflect the Reverse Stock Split effected on November 20, 2019 (the “Reverse Split”), (b) adjusting the voting rights of the Series C Preferred Stock so that each shares of Series C Preferred Stock shall be entitled to one-twentieth (1/20) of a vote to equitably reflect the Reverse Split and (c) for the designations, preferences and relative participating, optional or other rights, and the qualifications, limitations or restrictions thereof, as follows:
TERMS OF PREFERRED STOCK
SECTION 1
DESIGNATION AND AUTHORIZATION
| 1.1 | Designation. Such series of preferred stock is hereby designated as Series C Preferred Stock. Shares of Series C Preferred Stock have a par value of $0.001 per share. In accordance with the terms hereof, each share of Series C Preferred Stock shall have the same relative tights as, and be identical in all respects with, each other share of Series C Preferred Stock. |
| 1.2 | Authorization. The number of shares constituting Series C Preferred Stock shall be 15,000,000 shares. |
SECTION 2
DIVIDEND AND DISTRIBUTION RIGHTS
| (a) | The holders of shares of Series C Preferred Stock, in preference to the holders of shares of Common Stock, $0.001 par value per share (the “Common Stock”), of the Corporation and of any other junior stock, shall be entitled to receive, out of funds legally available for the purpose, quarterly dividends at a rate of $0.06 per annum, payable quarterly in cash on the first day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series C Preferred Stock. |
| (b) | Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series C Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series C Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than sixty days prior to the date fixed for the payment thereof. |
SECTION 3
CONVERSION RIGHTS
| (a) | Subject to and upon compliance with the provisions of this Section 3, the holders of the shares of Series C Preferred Stock shall be entitled, at their option, at any time, to convert all or any such shares of Series C Preferred Stock into a number of fully paid and non-assessable shares of Common Stock. Each twenty (20) shares of Series C Preferred Stock shall convert into one (1) share of Common Stock. This ratio reflects the Reverse Split equitably. | |
| (b) | The Corporation shall at all times reserve and keep available, free from preemptive rights, out of the authorized but unissued Common Stock or out of Common Stock held in treasury, for the purpose of effecting the conversion of Series C Preferred Stock, the full number of shares of Common Stock then issuable upon the conversion of all outstanding shares of Series C Preferred Stock. |
SECTION 4
REDEMPTION
Series C Preferred Stock shall not be redeemable except as set forth in this Section 4.
The Corporation shall be entitled, at its option, at any time, to redeem all or any such shares of Series C Preferred Stock out of funds legally available therefor at a redemption price of $1.00 with no further action required on the part of the holders of Series C Preferred Stock. In case of any redemption of only part of the shares of Series C Preferred Stock at the time outstanding, the shares of Series C Preferred Stock to be redeemed shall be selected pro rata from the holders of record of Series C Preferred Stock in proportion to the number of Series C Preferred Stock held by such holders. The Series C holders shall be given written notice of any pending redemption and shall have five (5) business days to elect to convert all or any shares of their Series C Preferred Stock into Common Stock pursuant to Section 3(a) hereof in lieu of having their shares redeemed.
SECTION 5
VOTING RIGHTS
Except as otherwise provided by applicable law and in addition to any voting lights provided by law, the holders of outstanding shares of Series C Preferred Stock:
| (a) | shall be entitled to vote together with the holders of Common Stock as a single class on all matters submitted for a vote of holders of Common Stock; |
| (b) | shall be entitled to one-twentieth (1/20) of a vote per share of Series C Preferred Stock; | |
| (c) | shall have such other voting rights as are specified in the Certificate of Incorporation or as otherwise provided by Delaware law; and | |
| (d) | shall be entitled to receive notice of any stockholders’ meeting in accordance with the Certificate of Incorporation and By-laws of the Corporation. |
SECTION 6
LIQUIDATION
Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, each share of Series C Preferred Stock entitles the holder thereof to receive and to be paid out of the assets of the Corporation available for distribution, before any distribution or payment may be made to a holder of any other securities of the Corporation, an amount of one dollar ($1.00) plus any accrued and unpaid dividends thereon in funds consisting of cash or cash equivalents.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officers to be effective the 4th day of August, 2020.
| OMNIQ Corp. | ||
| By: |
/s/ Shai Lustgarten | |
| Name: | Shai Lustgarten | |
| Title: | Chief Executive Officer | |
| Attest: | ||
| By: |
/s/ Niv Nissenson |
|
| Name: | Niv Nissenson | |
| Title: | Chief Financial Officer and Secretary |
