Quarterly Report for Quarter Ending June 30, 2022 (Form 10-Q)

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, 2022☐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: 000-09047

OMNIQ Corp.

(Exact name of registrant as specified in its charter)

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

1865 West 2100 South

Salt Lake City, UT84119

(Address of principal executive offices) (Zip Code)

(801)244-9577

(Registrant's telephone number, including area code)

N/A

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

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

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		OMQS		The Nasdaq Stock Market LLC

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 accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)
Emerging 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: 7,580,419shares of common stock, $0.001 par value, as of July 29, 2022.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS	F-1
CONDENSED CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2022 AND DECEMBER 31, 2021	F-1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021	F-2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND DECEMBER 31, 2021	F-3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021	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	7
ITEM 4. CONTROLS AND PROCEDURES	7
PART II - OTHER INFORMATION	8
ITEM 1. LEGAL PROCEEDINGS.	8
ITEM 1A. RISK FACTORS.	8
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	8
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	9
ITEM 4. MINE SAFETY DISCLOSURES.	9
ITEM 5. OTHER INFORMATION.	9
ITEM 6. EXHIBITS.	11
SIGNATURES	10

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OMNIQ CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share and per share data)		As of
		June 30, 2022			December 31, 2021
		(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents		$	2,917			$	7,085
Accounts receivable, net			25,568				27,123
Inventory			8,905				6,955
Prepaid expenses			1,921				1,987
Other current assets			10				9
Total current assets			39,321				43,159
Property and equipment, net of accumulated depreciation of $1,423and $2,203respectively			903				1,127
Goodwill			16,520				16,453
Trade name, net of accumulated amortization of $4,160and $3,863, respectively			2,123				2,421
Customer relationships, net of accumulated amortization of $10,211and $9,660, respectively			5,518				6,069
Other intangibles, net of accumulated amortization of $1,454and $1,457, respectively			770				865
Right of use lease asset			2,863				3,556
Other assets			1,736				1,431
Total assets		$	69,754			$	75,081
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities		$	51,548			$	45,553
Line of credit			4,364				5,951
Accrued payroll and sales tax			3,068				2,658
Notes payable, related parties - current portion			390				390
Notes payable - current portion			7,168				7,521
Lease liability - current portion			1,197				1,341
Other current liabilities			2,184				2,683
Total current liabilities			69,919				66,097
Long-term liabilities
Notes payable, related party, less current portion			98				293
Accrued interest and accrued liabilities, related party			70				63
Notes payable, less current portion			2,715				2,646
Lease liability			1,714				2,266
Other long-term liabilities			137				1,418
Total liabilities			74,653				72,783
Stockholders' equity (deficit)
Series A Preferred stock; $0.001par value; 2,000,000shares designated, 0shares issued and outstanding			-				-
Series B Preferred stock; $0.001par value; 1share designated, 0shares issued and outstanding			-				-
Series C Preferred stock; $0.001par value; 3,000,000shares designated, 544,500shares issued and outstanding, respectively			1				1
Common stock; $0.001par value; 15,000,000shares authorized; 7,579,795and 7,459,534shares issued and outstanding, respectively.			20				20
Additional paid-in capital			71,585				70,606
Accumulated deficit			(76,582	)			(70,571	)
Cumulative Translation Adjustment			77				(154	)
Total OmniQ stockholders' deficit			(4,899	)			(98	)
Non-controlling interest			-				2,396
TOTAL EQUITY (DEFICIT)			(4,899	)			2,298
Total liabilities and equity (deficit)		$	69,754			$	75,081

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

OMNIQ CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

		For the three months			For the six months
		ending June 30,			ending June 30,
(In thousands, except share and per share data)		2022			2021			2022			2021
Total Revenues		$	24,209			$	13,119			$	50,531			$	32,870
Cost of goods sold			18,222				9,820				38,417				26,936
Gross profit			5,987				3,299				12,114				5,934
Operating expenses
Research & development			468				468				990				962
Selling, general and administrative			7,072				4,109				13,547				8,547
Depreciation			58				42				151				85
Amortization			406				522				851				1,047
Total operating expenses			8,004				5,141				15,539				10,641
Loss from operations			(2,017	)			(1,842	)			(3,425	)			(4,707	)
Other income (expenses):
Interest expense			(878	)			(714	)			(1,689	)			(1,304	)
Other (expenses) income			(389	)			49				(653	)			161
Total other expenses			(1,267	)			(665	)			(2,342	)			(1,143	)
Net Loss Before Income Taxes			(3,284	)			(2,507	)			(5,767	)			(5,850	)
Provision for Income Taxes
Current			98				(3	)			14				(3	)
Total Provision for Income Taxes			98				(3	)			14				(3	)
Net Loss			(3,186	)			(2,510	)			(5,753	)			(5,853	)
Net income attributable to noncontrolling interest			-				-				67				-
Net Loss attributable to OmniQ Corp		$	(3,186	)		$	(2,510	)		$	(5,820	)		$	(5,853	)
Net Loss		$	(3,186	)		$	(2,510	)		$	(5,753	)		$	(5,853	)
Foreign currency translation adjustment			241			(71	)			77				(132	)
Comprehensive loss			(2,945	)			(2,581	)			(5,676	)			(5,985	)
Reconciliation of net loss to net loss attributable to common shareholders
Net loss			(3,186	)			(2,510	)			(5,753	)			(5,853	)
Less: Dividends attributable to non-common stockholders' of OmniQ Corp			(141	)			(25	)			(189	)			(57	)
Net loss attributable to common stockholders		$	(3,327	)		$	(2,535	)		$	(5,942	)		$	(5,910	)
Net (loss) per share - basic attributable to common stockholders' of OmniQ Corp		$	(0.44	)		$	(0.53	)		$	(0.79	)		$	(1.24	)
Weighted average number of common shares outstanding - basic			7,579,795				4,930,149				7,545,190				4,816,718

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

OMNIQ CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(UNAUDITED)

		Series C						Additional									Non			Other			Total Stockholders'
		Preferred Stock			Common Stock			Paid-in			Shares			Accumulated			Controlling			Comprehensive			Equity
(In thousands)		Shares			Amount			Shares			Amount			Capital			Repurchased			Deficit			Interest			Income (Loss)			(Deficit)
Balance, December 31, 2020			2,145			$	2				4,685			$	5				51,842			$	-			$	(56,726	)			-			$	(166	)		$	(5,043	)
Dividend on Class C Shares			-				-				-				-				-				-				(31	)			-				-				(31	)
ESPP Stock Issuance			-				-				-				-				1				-				-				-				-				1
Stock-based compensation - options, warrants, issuances			-				-				-				-				786				-				-				-				-				786
Stock and Warrant issued for services			-				-				25				-				188				-				-				-				-				188
Exercise of stock options and warrants			-				-				6				-				2				-				-				-				-				2
Cumulative Translation Adjustment			-				-				-				-				-				-				-				-				105				105
Other			-				-				-				-				-				-				(4	)			-				-				(4	)
Net (loss) income			-				-				-				-				-				-				(3,343	)			-				-				(3,343	)
Balance, March 31, 2021			2,145				2				4,716				5				52,819				-				(60,104	)			-				(61	)			(7,339	)
Dividend on Class C Shares			-				-				-				-				-				-				(14	)			-				-				(14	)
ESPP Stock Issuance			-				-				1				-				4				-				-				-				-				4
Stock-based compensation - options, warrants, issuances			-				-				-				-				786				-				-				-				-				786
Exercise of stock options and warrants			-				-				240				-				304				-				-				-				-				304
Cumulative Translation Adjustment			-				-				-				-				-				-				-				-				(71	)			(71	)
Conversion of Equity			(1,400	)			(1	)			70				-				1				-				-				-				-				-
Conversion of Debt			-				-				25				-				203				-				-				-				-				203
Net (loss) income			-				-				-				-				-				-				(2,510	)			-				-				(2,510	)
Balance, June 30, 2021			745			$	1				5,052			$	5			$	54,117				-			$	(62,628	)		$	-			$	(132	)		$	(8,637	)
Balance, December 31, 2021			544			$	1				7,459				20				70,606				-				(70,571	)			2,396				(154	)			2,298
Dividend on Class C Shares			-								-				-				-				-				(48	)			-				-				(48	)
ESPP Stock Issuance			-				-				2				-				8				-				-				-				-				8
Stock and Warrant issued for services			-				-				-				-				298				-				-				-				-				298
Stock-based compensation - options, warrants, issuances			-				-				-				-				460				-				-				-				-				460
Exercise of stock options and warrants			-				-				99				-				41				-				-				-				-				41
Cumulative Translation Adjustment			-				-				-				-				-				-				-				(20	)			(10	)			(30	)
Net (loss) income			-				-				-				-				-				-				(2,636	)			67				-				(2,569	)
Balance, March 31, 2022			544			$	1				7,560			$	20			$	71,413				-			$	(73,255	)		$	2,443			$	(164	)		$	458
Dividend			-								-				-				-				-				(141	)			-				-				(141	)
ESPP Stock Issuance			-				-				1				-				10				-				-				-				-				10
Noncontrolling interests - distributions and other			-				-				-				-				(668	)			-				-				(2,443	)			-				(3,111	)
Exercise of stock options and warrants			-				-				18				-				87				-				-				-				-				87
Stock-based compensation - options, warrants, issuances			-				-				-				-				743				-				-				-				-				743
Cumulative Translation Adjustment			-				-				-				-				-				-				-				-				241				241
Net (loss) income			-				-				-				-				-				-				(3,186	)			-				-				(3,186	)
Balance, June 30, 2022			544			$	1				7,579			$	20			$	71,585				-			$	(76,582	)		$	-			$	77			$	(4,899	)

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

statements.

OMNIQ CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

For the six months ended June 30,

(UNAUDITED)

(In thousands)		2022			2021
Cash flows from operations
Net loss		$	(5,753	)		$	(5,853	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on disposal of PP&E			46				-
Stock-based compensation			1,203				1,963
Depreciation and amortization			1,002				1,088
Amortization of ROU asset			445				15
Changes in operating assets and liabilities:
Accounts receivable			262				3,405
Prepaid expenses			(99	)			194
Inventory			(2,636	)			(769	)
Contract Asset			-				(854	)
Other assets			87				2
Accounts payable and accrued liabilities			7,293				6,107
Accrued interest and accrued liabilities, related party			6				4
Accrued payroll and sales taxes payable			578				(581	)
Lease liability			(442	)			(15	)
Deferred tax assets, net			(105	)			-
Other liabilities			(350	)			(456	)
Net cash provided by operating activities			1,537				4,250
Cash flows from investing activities
Payment for additional ownership in subsidiary			(3,518	)			-
Purchase of property and equipment			(80	)			(6	)
Proceeds from sale of other assets			(171	)			568
Net cash provided by (used in) investing activities			(3,769	)			562
Cash flows from financing activities
Proceeds from ESPP stock issuance			18				5
Proceeds from exercise of options and warrants			128				304
Dividends paid			(1,448	)			-
Payments on notes/loans payable			(2,591	)			(1,241	)
Proceeds from the issuance of notes/loans payable			3,183				-
Change in line of credit			(1,290	)			(3,068	)
Net cash used in financing activities			(2,000	)			(4,000	)
Net change in cash and cash equivalents			(4,232	)			812
Effect of foreign exchange rates on cash and cash equivalents			64				31
Cash and cash equivalents at beginning of period			7,085				4,594
Cash and cash equivalents at end of period		$	2,917			$	5,437
Non-cash activities:
Warrants/stock issued for services		$	298			$	188
Declared dividends payable		$	16			$	-
Supplemental disclosure of cash flow information:						$
Cash paid for interest		$	1,689			$	704
Cash paid for income taxes		$	-			$	8

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

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. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period's presentation. 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, 2021 (the "2021 Form 10-K").

We describe our significant accounting policies in Note 2 of the notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021. During six-month period ended June 30, 2022, there were no significant changes to those accounting policies.

Net Loss Per Common Share

Net loss per share is provided in accordance with FASB ASC 260-10, "Earnings per Share". Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the six-months ended June 30, 2022, and 2021 were 7,545,190and 4,816,718, 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 loss per share because such securities have an anti-dilutive impact due to losses reported as of:

In thousands		June 30, 2022			June 30, 2021
Options to purchase common stock			2,194				1,605
Convertible preferred stock			-				-
Warrants to purchase common stock			1,442				1,237
Potential shares excluded from diluted net loss per share			3,636				2,842

NOTE 2 - LIQUIDITY AND CAPITAL RESOURCES

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. The following are the principal conditions or events which potentially raise substantial doubt about the company's ability to continue as a going concern:

	●	Balancing the need for operational cash with the need to add additional products
	●	Timely and cost-effective development of products
	●	Working capital deficit of $31million as of June 30, 2022
	●	Accumulated deficit of $76million as of June 30, 2022
	●	Multiple years of losses from operations
	●	Multiple years of negative cash flows from operations

These facts and others have in the past raised concerns about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, which we have successfully accomplished to date.

The following conditions, plans and actions are currently being implemented by management to address the Company's conditions:

	●	The Company has common stock which is now traded publicly on the NASDAQ stock exchange. Accordingly, it is better able to successfully raise capital when needed. In addition, there are outstanding warrants from prior offerings that could be exercised depending upon the performance of our stock.
	●	The Company raised gross proceeds of $15million from a private placement of its common stock in July 2021.
	●	The Company received financing for the acquisition of the last 23% of shares of Dangot on March 30, 2022.The Company also expects that Dangot's cashflow will be able to service the debts associated with its acquisition without the need for cash from the rest of the group.
	●	The acquisition of Dangot has added capabilities to the Company which have already transformed into significant new orders in the Parking segment. Management expects the collaboration and cross sales to contribute to improved revenues and margins.
	●	Management is evaluating operating expenses and is developing a plan to reduce expenditures without negatively impacting current operations.
	●	March 25, 2022 management finalized an $8.5M line of credit from Western Alliance Bank. This line of credit replaced the high interest Action Capital line of Credit ($6M) and settle the ScanSource debt $2.5M. Overall the effective interest rate of the new line of credit is approx. 7% compared to 12% with Action and 10% with ScanSource.
	●	As of June 30, 2022, the Company had approximately $3million, in cash.
	●	Historical results - For over ten years, the Company's audit opinion has contained an explanatory paragraph describing an uncertainty about the Company's ability to continue as a going concern. The fact that the Company has a ten plus year plus history of continuing operations, in and of itself, demonstrates an ability to continue for a period of 12 months, post-issuance of each report.
	●	Blue Star - The Company's total accounts payable due to Blue Star as of June 30, 2022 was approximately $35M. Blue Star is an unsecured creditor, financing a substantial amount the Company's supply chain demand. Blue Star continues selling to the Company with preferable credit terms. Blue Star has agreed to reduce the annual interest rate on invoices that are past due to just 5%. We anticipate, consistent with prior periods, Blue Star will continue to extend us such preferable payments terms in the foreseeable future. As an unsecured creditor of the Company, Blue Star has no incentive to force a liquidation. The Company has enjoyed a good mutual relationship for the past four years.

Management believes that the aggregate impact of these plans is to mitigate the conditions raising substantial doubt about the Company's ability to continue as a going concern within one year after the date financial statement issuance.

NOTE 3 - CONCENTRATIONS

For the six-months ended June 30, 2022 and the year ended December 31, 2021, two customers accounted for 17% and two customer accounted for 23%, respectively, of the Company's consolidated revenues.

Accounts receivable at June 30, 2022 and December 31, 2021 are made up of trade receivables due from customers in the ordinary course of business. One customers made up 16% of the accounts receivable balance at June 30, 2022 and one customer represented 17% of the balance of accounts receivable at December 31, 2021.

For the six months ended June 30, 2022 and the year ended December 31, 2021 one vendor made up 69% and 65%, respectively, of our purchases.

NOTE 4 - BUSINESS ACQUISITION

Dangot Computers Ltd

On May 3, 2021, the Company and Omniq Technologies Ltd., a wholly owned subsidiary of the Company ("Omniq Technologies") entered into a share purchase agreement (the "Dangot Share Purchase Agreement") with Mr. Haim Dangot. The Closing Consideration was paid on July 8, 2021 in the following manner: (a) the Company issued 220,103shares of its common stock having a share value of $2,084thousand and (b) cash in the amount of $5,058thousand and $600thousand payable to owner.

Effective October 1, 2021, the Company exercised a portion of its option and purchased an additional 26% of Dangot bringing its ownership to 77%. The Company paid $4,012,000to purchase the additional shares.

On April 1, 2022, the Company closed on its acquisition of Dangot and exercised the remaining portion of its option to purchase 23.0% of the capital stock, thereby making Dangot a fully owned subsidiary of the Company. The Company paid $3,518,000to purchase the additional shares. The Company utilized its working capital and a combination of short and long term loans.

The following proforma unaudited revenue and earnings as if the acquisition had been included in the consolidated results of the company for the six months ended June 30, 2021.

		June 30,
		2022			2021
			(in thousands/unaudited)
Revenue		$	21,705			$	18,040
Net income (loss)		$	(25	)		$	1,061

Individual pro forma results for each acquisition are not disclosed, as individually these acquisitions would not have a material impact on the Company's financial statements.

Since the acquisition the amounts included in the consolidated statement of comprehensive income from Dangot Computers Ltd. for the six months ended June 30, 2022, was $21.7million in revenue and $25thousand in net loss.

NOTE 5 - 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 working capital.

On March 25, 2022 we entered into a Business Finance Agreement (the "BFA") with BridgeBank a division of Western Alliance Bank ("BridgeBank") to establish the sale of accounts receivable credit facility, whereby we may obtain short-term financing by selling and assigning acceptable accounts receivables to BridgeBank. Pursuant to the BFA, the outstanding principal amount of advances made by BridgeBank at any time shall not exceed $8.5million. BridgeBank reserves and withholds to 15% of the face amount of each account purchased in a reserve account. During the six months ended June 30, 2022 we had a net borrowing of an additional $1.3million on the line and incurred $645thousand in origination fees. As a result of entering into the BFA we have paid off and terminated the Factoring and Security Agreement with Action Capital. See notes 11 and 19 the 2021 Form 10-K.

The annual interest rate with respect to the daily average balance of unpaid advances outstanding under the BFA (computed on a monthly basis) is equal to the "Prime Rate" of Wells Fargo Bank N.A. plus 1.5%, plus a monthly fee equal to 0.15% of the average outstanding balance. The BFA credit facility is collateralized with a senior security interest in certain assets of the Company. The BFA includes customary representations and warranties and default provisions for transactions of this type.

NOTE 6 - RELATED PARTY NOTES PAYABLE

Related party notes payable, consisted of the following as of:

		June 30, 2022			December 31, 2021
In thousands
Note payable -Marin		$	300			$	420
Note payable -Thomet			188				263
Total notes payable			488				683
Less current portion			(390	)			(390	)
Long-term portion		$	98			$	293

Note Payable -Marin

In December 2017, we entered into a $660thousand, 1.89% annual interest rate note payable (the "Marin Note") with two individuals from whom we previously acquired their company (in 2014). The Marin Note is payable in 60 monthlyprincipal payments of $20thousand beginning in October 2018. Accrued interest payable as of June 30, 2022, was $70thousand. Accrued interest is payable at maturity.

Note Payable - Thomet

In December 2017, we entered into a $750thousand, zeropercent annual interest rate note payable (the "Thomet Note") with an individual from whom we previously acquired his company (in 2014). The Thomet Note is payable in 60 monthlyprincipal payments of $13thousand beginning in October 2018.

Future maturities of related party notes payable as of June 30, 2022, are as follows:

In thousands

2022				300
2023				188
Total			$	488

NOTE 7 - NOTES PAYABLE

(In thousands)		June 30, 2022			December 31, 2021
Note Payable- Supplier		$	-			$	2,243
Note Payable other			9,883				7,924
Total			9,883				10,167
Less current portion			(7,168	)			(7,521	)
Long Term Notes Payable		$	2,715			$	2,646

Note Payable - Supplier

On July 18, 2016, the Company and the Supplier entered into a certain secured promissory note, with an effective date of July 1, 2016, in the principal amount of $12.5million (the "Secured Promissory Note"). The USD Note accrues interest at 18% per annum and is payable in six consecutive monthly installmentsof principal and accrued interest in a minimum principal amount of $250thousand each, with any remaining principal and accrued interest due and payable on December 31, 2016.

●

On July 20, 2021, the Company entered into the Eighth Amendment to the Secured Promissory Note (the "Eighth Amendment") extending the maturity date to August 15, 2022 and reducing the interest rate from 18% to 10%. The Eighth Amendment also provides that the Company will continue to make monthly installmentsof principal and accrued interest at a minimum of $300thousand each month. As has been the case with each previous amendment, the Company is in continual negotiations with the holder of the Secured Promissory Note to extend the maturity date and establish a new schedule of payments.

●	On March 25, 2022 the Company has paid off the entire remaining balance owed to the supplier.

Notes Payable other

On July 29, 2021 the Company entered into a long-term loan from Leumi Bank totaling NIS 7million, which at the time was approximately $2.16million. The note accrues interest at 4.7% per annum and is payable in 8installments of principal and interest over 4years. The note is secured by shares of Dangot Computers, Ltd.

On November 28, 2021 the Company entered into another long-term loan from Leumi Bank totaling NIS 3.5million, which at the time was approximately $1.1million. The note accrues interest at 4.7% per annum and is payable in 8installments of principal and interest over 4years. The note is secured by shares of Dangot Computers, Ltd.

During the year ended December 31, 2021, the Company entered into five lines of credit totaling NIS 17.5million, as of June 30, 2022 the outstanding balance was NIS 13.6million, approximately $4.4million.

On August 11, 2021, the Company purchased vehicles using cash and financing of NIS 500thousand, approximately $155thousand, to be paid off in monthly interest and principal payments over 5years. The loan accrues interest at 7.5% per annum and is secured by the vehicles. As of June 30, 2022, the remaining balance was NIS 342thousand, which was approximately $98thousand.

On March 27, 2022 the Company entered into another long-term loan from Leumi Bank totaling NIS 3.5million, which at the time was approximately $1.1million. The note accrues interest at 4.7% per annum and is payable in 8installments of principal and interest over 4years. The note is secured by shares of Dangot Computers, Ltd.

NOTE 8 - OTHER LIABILITIES

(In thousands)		June 30, 2022			December 31, 2021
Other vendor payable		$	801			$	801
Dividend payable			137				1,418
Others			1,383				1,882
Total other liabilities			2,321				4,101
Less Current Portion			(2,184	)			(2,683	)
Total long term other liabilities		$	137			$	1,418

NOTE 9 - STOCKHOLDERS' EQUITY

PREFERRED STOCK

Series A

As of June 30, 2022, there were 2,000,000Series A preferred shares designated and noSeries 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 250 common shares.

Series B

As of June 30, 2022, there was 1preferred share designated and nopreferred shares outstanding.

Series C

As of June 30, there were 3,000,000Series C Preferred Shares ("Series C") authorized with 544,500issued 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 $0.06per share per annum and have a liquidation preference of $1per 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, 2022, the accrued dividends on the Series C Preferred Stock was $137thousand.

The Series C Preferred Stock has a liquidation value and conversion price of $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) and automatically converts into Common Stock at $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) in the event that the Company's common stock has a closing price of $30 per share for 20 consecutive trading days.

COMMON STOCK

In October 2021, OMNIQ' Board of Directors adopted an Equity Incentive Plan (the "Plan"), as an incentive to retain in the employ of and attract new employees, directors, officers, consultants, advisors and employees to the Company. Pursuant to the Plan, 1,118,856shares of the Company's common stock, par value $0.001(the "Shares"), were set aside and reserved for issuance. The Plan approved by our stockholders at the December 2021, shareholders' meeting. Noshares were issued under the Plan in 2021. On February 25, 2022, the Company granted 792,500stock options. These options were granted to employees as part of the Company's Equity Incentive Plan.

For the six months ending June 30, 2022, $128thousand in stock options and stock warrants were exercised in exchange for 116,805shares of OMNIQ common stock.

In December 2015, our Board of Directors approved the OMNIQ. Employee Stock Purchase Plan (the "ESPP"). For the six months ending June 30, 2022 employees purchased 3,456shares or $18thousand of common stock.

On June 15, 2022 our Board of Directors approved issuing 20,000shares as part of a consulting agreement. The shares were valued at $109 thousand.

NOTE 10 - LITIGATION

The Company was named a defendant in a case involving a former employee who claims he is owed approximately $60thousand in unpaid commissions. The Company's intends to defend the case. This case was filed in the Superior Court of the State of California, County of San Diego on October 21, 2020.

The company is not a party to any other pending material legal proceeding in which it is defending against any claims of material significance. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. To the knowledge of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company's Common Stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.

NOTE 11 - SUBSEQUENT EVENTS

On August 8, 2022, the Company approved certain grants under the Company's 2021 Equity Incentive Plan. The Compensation Committee approved a grant of 10,000shares of Common Stock and warrants to purchase 40,000shares of Common Stock at the market closing price on the day before the grant, vesting equally over eight quarters to Campbeltown Consulting Ltd., a related party and principal stockholder.

The Company also approved the grant of 40,000shares of Common Stock to the Company's CEO Shai Lustgarten, and 20,000shares to its CFO, Neev Nissenson. These shares were issued to replace the grant of certain Restricted Stock Units issued in February 2022 which were cancelled. These grants were initially considered and approved by the Company's Compensation Committee.

ITEM 2. 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.

Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission ("SEC"), we are under no obligation to publicly update or revise any forward-looking statements after we file this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise. Investors, potential investors and other readers are urged to consider the above-mentioned factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results or performance.

For a more detailed discussion of some of the foregoing risks and uncertainties, see Item 1A - "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021 and Item 1A - "Risk Factors" in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, 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 Internet website at www.omniq.com.

Introduction

We use patented and proprietary artificial intelligence (AI) technology to deliver 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 helps our clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments.

We offer end-to-end solutions that include hardware, software, communications, and full lifecycle management services. We are an established manufacturer and distributor of barcode labels, tags, and ribbons, as well as RFID labels and tags. Our highly tenured team of professionals has the knowledge and expertise to simplify the integration process for our customers, and our team delivers proven problem-solving solutions backed by numerous customer references. We offer comprehensive packaged and configurable software, and we are a leading provider of best-in-class mobile and wireless equipment.

Our customers include government agencies and leading Fortune 500 companies from diverse sectors, including healthcare, food and beverage, manufacturing, retail, distribution, transportation and logistics, and oil, gas, and chemicals.

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

The Company's sales from operations for the six months ended June 30, 2022, were $50.5 million, an increase of approximately $17.6 million, or 54%, over the six months ended June 30, 2021.

The loss from operations for the six months ended June 30, 2022, was $3.4 million, a decrease of $1.3 million compared with the loss in the six months ended June 30, 2021, of $4.7 million. Basic loss per share from continuing operations for the six months ended June 30, 2022, was ($0.79) versus ($1.24) per share for the same period in 2021.

LIQUIDITY AND CAPITAL RESOURCES

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. The following are the principal conditions or events which potentially raise substantial doubt about the company's ability to continue as a going concern:

	●	Balancing the need for operational cash with the need to add additional products
	●	Timely and cost-effective development of products
	●	Working capital deficit of $31 million as of June 30, 2022
	●	Accumulated deficit of $76 million as of June 30, 2022
	●	Multiple years of losses from operations
	●	Multiple years of negative cash flows from operations

These facts and others have in the past raised concerns about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, which we have successfully accomplished to date.

The following conditions, plans and actions are currently being implemented by management to address the Company's conditions:

	●	The Company has common stock which is now traded publicly on the NASDAQ stock exchange. Accordingly, it is better able to successfully raise capital when needed. In addition, there are outstanding warrants from prior offerings that could be exercised depending upon the performance of our stock.
	●	The Company raised gross proceeds of $15 million from a private placement of its common stock in July 2021.
	●	The Company received financing for the acquisition of the last 23% of shares of Dangot at a loan to value rate of 85%. The Company also expects that Dangot's cashflow will be able to service the debts associated with its acquisition without the need for cash from the rest of the group. See note 11.
	●	The acquisition of Dangot has added capabilities to the Company which have already transformed into significant new orders (so far approx. $1.3M) in the Parking segment. Management expects the collaboration and cross sales to contribute to improved revenues and margins.
	●	Management is evaluating operating expenses and is developing a plan to reduce expenditures without negatively impacting current operations.
	●	Management finalized an $8.5M line of credit from Western Alliance Bank. This line of credit will replaced the high interest Action Capital line of Credit ($6M) and settle the ScanSource debt $2.5M. Overall the effective interest rate of the new line of credit is approx. 7% compared to 12% with Action and 10% with ScanSource.
	●	As of June 30, 2022, the Company had approximately $3 million, in cash.
	●	Historical results - For over ten years, the Company's audit opinion has contained an explanatory paragraph describing an uncertainty about the Company's ability to continue as a going concern. The fact that the Company has a ten plus year plus history of continuing operations, in and of itself, demonstrates an ability to continue for a period of 12 months, post-issuance of each report.
	●	Blue Star - The Company's total accounts payable due to Blue Star as of June 30, 2022 was approximately $35M. Blue Star is an unsecured creditor, financing a substantial amount of the Company's supply chain demand. Blue Star continues selling to the Company with preferable credit terms. Blue Star has agreed to reduce the annual interest rate on invoices that are past due to just 5%. We anticipate, consistent with prior periods, Blue Star will continue to extend us such preferable payments terms in the foreseeable future. As an unsecured creditor of the Company, Blue Star has no incentive to force a liquidation. The Company has enjoyed a good mutual relationship for the past four years.

Management believes that the aggregate impact of these plans is to mitigate the conditions raising substantial doubt about the Company's ability to continue as a going concern within one year after the date financial statement issuance.

Results of Operations

The following tables set forth certain selected unaudited condensed consolidated statement 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.

		Three months ended June 30,			Variation
In thousands		2022			2021			$			%
Revenue		$	24,209			$	13,119			$	11,090				84.53	%
Cost of Goods sold		$	18,222			$	9,820			$	8,402				85.55	%
Gross Profit		$	5,987			$	3,299			$	2,688				81.48	%
Operating Expenses		$	8,004			$	5,141			$	2,863				55.70	%
Loss from operations		$	(2,017	)		$	(1,842	)		$	(175	)			9.50	%
Net loss		$	(3,186	)		$	(2,510	)		$	(676	)			26.93	%
Net Loss per common Share from continuing operations		$	(0.44	)		$	(0.53	)		$	0.09				(16.98	)%

Revenues

For the three months ended June 30, 2022 and 2021, the Company generated net revenues in the amount of $24 million and $13 million, respectively. The increase between the three-month periods was attributable to the additional sales channel's provided by the acquisition of Dangot.

Cost of Goods Sold

For the three months ended June 30, 2022 and 2021, the Company recognized a total of $18.2 million and $9.8 million, respectively, of cost of goods sold. For the three months ended June 30, 2022 and 2021, cost of goods sold were 75% and 75% of net revenues, respectively.

Operating expenses

Total operating expense for the three months ended June 30, 2022 and 2021 recognized was $8 million and $5.1 million, respectively, representing a 56% increase. The increases are related to the additional operations from Dangot.

Research and Development - Research and development expenses for the three months ended June 30, 2022 and 2021 totaled $468 thousand and $468 thousand, respectively.

Selling, general and Administrative - Selling, general and administrative expenses for the three months ended June 30, 2022 and 2021 totaled $7 million and $4.1 million, respectively, representing a 70% increase. The increase was due primarily to increased number of employees and operating activities from the acquisition of Dangot.

Depreciation - Depreciation expenses for the three months ended June 30, 2022 and 2021 totaled $58 thousand and $42 thousand, respectively, representing a 38% increase. The increase is attributable to the addition of fixed assets.

Intangible amortization - Intangible amortization expenses for the three months ended June 30, 2022 and 2021 totaled $406 thousand and $522 thousand, respectively. The decrease is due to diminishing life of intangibles.

Other income and expenses

Interest Expense - Interest expense for the three months ended June 30, 2022 totaled $878 thousand, as compared to $714 thousand for the three months ended June 30, 2021. The increase is primarily attributable to additional lines of credit.

		Six months ended June 30,			Variation
In thousands		2022			2021			$			%
Revenue		$	50,531			$	32,870			$	17,661				53.73	%
Cost of Goods sold		$	38,417			$	26,936			$	11,481				42.62	%
Gross Profit		$	12,114			$	5,934			$	6,180				104.15	%
Operating Expenses		$	15,539			$	10,641			$	4,898				46.03	%
Loss from operations		$	(3,425	)		$	(4,707	)		$	1,282				(27.24	)%
Net loss		$	(5,753	)		$	(5,853	)		$	100				(1.71	)%
Net Loss per common Share from continuing operations		$	(0.79	)		$	(1.24	)		$	0.45				(36.29	)%

Revenues

For the six months ended June 30, 2022 and 2021, the Company generated net revenues in the amount of $50.5 million and $32.9 million, respectively. The increase between the six-month periods was attributable to the additional sales channel's provided by the acquisition of Dangot.

Cost of Goods Sold

For the six months ended June 30, 2022 and 2021, the Company recognized a total of $38.4 million and $26.9 million, respectively, of cost of goods sold. For the six months ended June 30, 2022 and 2021, cost of goods sold were 76% and 82% of net revenues, respectively. The 2022 decrease in cost of goods sold as a percentage of net revenue was attributable to discounts being granted during the Covid pandemic which are no longer being offered.

Operating expenses

Total operating expense for the six months ended June 30, 2022 and 2021 recognized was $15.5 million and $10.6 million, respectively, representing a 46% increase. The increases are related to the additional operations from Dangot.

Research and Development - Research and development expenses for the six months ended June 30, 2022 and 2021 totaled $990 thousand and $962 thousand, respectively, representing a 3% increase. The increases are primarily attributed to expanding our range of solutions offered and development of our AI proprietary products.

Selling, general and Administrative - Selling, general and administrative expenses for the six months ended June 30, 2022 and 2021 totaled $13.5 million and $8.5 million, respectively, representing a 59% increase. The increase was due primarily to increased number of employees and operating activities from the acquisition of Dangot.

Depreciation - Depreciation expenses for the six months ended June 30, 2022 and 2021 totaled $151 thousand and $85 thousand, respectively, representing a 78% increase. The increase is directly increased by the acquisition of additional fixed assets.

Intangible amortization - Intangible amortization expenses for the six months ended June 30, 2022 and 2021 totaled $851 thousand and $1,047 thousand, respectively. The decrease is due to diminishing life of intangibles.

Other income and expenses

Interest Expense - Interest expense for the three months ended June 30, 2022 totaled $1.7 million, as compared to $1.3 million for the six months ended June 30, 2021. The increase is primarily attributable to additional lines of credit.

Inflation

The Company's results of operations have not been 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company's management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e)) as of June 30, 2022, the end of the period covered by this Quarterly Report on Form 10-Q.

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer (Principal Financial and Accounting Officer) concluded that, as of June 30, 2022, our disclosure controls and procedures were ineffective as of the end of the period covered to ensure that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and communicated to the Company's management, including its principal executive officer and its principal financial officer, as appropriate to allow timely decisions regarding required disclosure. This was due to the following material weaknesses which are indicative of many small companies with limited staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of accounting principles generally accepted in the United States of America and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer, and our Principal Financial and Accounting Officer, to allow timely decisions regarding required disclosure.

During 2021, we identified material weaknesses in our internal control over financial reporting, which were disclosed in our annual report on Form 10-K filed with the SEC on March 31, 2022.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

We have been implementing additional internal control procedures in order to address the material weaknesses identified in our annual report on Form 10-K filed with the SEC on March 31, 2022.

PART II - OTHER INFORMATION

ITEM 1. 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. The Company intends to defend the case. This case was filed in the Superior Court of the State of California, County of San Diego on October 21, 2020.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. 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 consolidated financial statements audited by our independent auditors, and to make available to our stockholders 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 to be contained on that site, or connected to that site, is not part of or incorporated by reference into this filing.

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 15, 2022

OMNIQ CORP.
By:	/s/ Shai Lustgarten
	Shai Lustgarten
	President and Chief Executive Officer

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)
10.2		Conversion Agreement dated May 3, 2021 by and between OMNIQ Corp. and Jason Griffith (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 XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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