Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-09047 | |
Entity Registrant Name | OMNIQ Corp. | |
Entity Central Index Key | 0000278165 | |
Entity Tax Identification Number | 20-3454263 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1865 West 2100 South | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84119 | |
City Area Code | (801) | |
Local Phone Number | 242-7272 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | OMQS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,885,802 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 3,230 | $ 1,311 |
Accounts receivable, net | 25,649 | 23,893 |
Inventory | 8,885 | 8,726 |
Prepaid expenses | 1,632 | 1,268 |
Other current assets | 729 | 473 |
Total current assets | 40,125 | 35,671 |
Property and equipment, net of accumulated depreciation of $1,030 and $1,030 respectively | 1,361 | 1,086 |
Goodwill | 16,483 | 16,542 |
Trade name, net of accumulated amortization of $6,283 and $4,458, respectively | 1,670 | 1,826 |
Customer relationships, net of accumulated amortization of $11,001 and $10,762, respectively | 4,604 | 4,967 |
Other intangibles, net of accumulated amortization of $2,216 and $1,541, respectively | 621 | 675 |
Right of use lease asset | 1,986 | 2,300 |
Other assets | 1,620 | 1,744 |
Total Assets | 68,470 | 64,811 |
Current liabilities | ||
Accounts payable and accrued liabilities | 58,216 | 54,736 |
Line of credit | 5,225 | 1,971 |
Accrued payroll and sales tax | 2,637 | 2,633 |
Notes payable, related parties – current portion | 195 | 293 |
Notes payable – current portion | 10,843 | 11,572 |
Lease liability – current portion | 890 | 942 |
Other current liabilities | 1,733 | 1,394 |
Total current liabilities | 79,739 | 73,541 |
Long term liabilities | ||
Accrued interest and accrued liabilities, related party | 72 | 72 |
Notes payable, less current portion | 44 | 55 |
Lease liability | 1,141 | 1,404 |
Other long-term liabilities | 314 | 265 |
Total liabilities | 81,310 | 75,337 |
Stockholders’ deficit | ||
Common stock; $0.001 par value; 15,000,000 shares authorized; 7,884,878 and 7,714,780 shares issued and outstanding, respectively. | 8 | 8 |
Additional paid-in capital | 74,458 | 73,714 |
Accumulated deficit | (87,975) | (84,460) |
Cumulative Translation Adjustment | 668 | 211 |
Total OmniQ stockholders’ deficit | (12,840) | (10,526) |
Total liabilities and deficit | 68,470 | 64,811 |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock value | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property and equipment, accumulated depreciation | $ 1,030 | $ 1,030 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares, issued | 7,884,878 | 7,714,780 |
Common stock, shares outstanding | 7,884,878 | 7,714,780 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 1 | 1 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 502,000 | 502,000 |
Preferred stock, shares outstanding | 502,000 | 502,000 |
Trade Names [Member] | ||
Other intangibles, accumulated amortization | $ 6,283 | $ 4,458 |
Customer Relationships [Member] | ||
Other intangibles, accumulated amortization | 11,001 | 10,762 |
Other Intangible Assets [Member] | ||
Other intangibles, accumulated amortization | $ 2,216 | $ 1,541 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | ||
Total Revenues | $ 27,821 | $ 26,322 |
Cost of goods sold | ||
Cost of goods sold | 22,099 | 20,194 |
Gross profit | 5,722 | 6,128 |
Operating expenses | ||
Research & Development | 423 | 523 |
Selling, general and administrative | 6,766 | 6,476 |
Depreciation | 108 | 93 |
Amortization | 436 | 445 |
Total operating expenses | 7,733 | 7,537 |
Loss from operations | (2,011) | (1,409) |
Other income (expenses): | ||
Interest expense | (938) | (812) |
Other (expenses) income | (751) | (264) |
Total other expenses | (1,689) | (1,076) |
Net Loss Before Income Taxes | (3,700) | (2,485) |
Provision for Income Taxes | ||
Current | 193 | (84) |
Total Provision for Income Taxes | 193 | (84) |
Net loss | (3,507) | (2,569) |
Net income attributable to noncontrolling interest | 67 | |
Net Loss attributable to OmniQ Corp | (3,507) | (2,636) |
Foreign currency translation adjustment | 457 | (10) |
Comprehensive loss | (3,050) | (2,579) |
Reconciliation of net loss to net loss attributable to common shareholders | ||
Less: Dividends attributable to non-common stockholders’ of OmniQ Corp | (8) | (48) |
Net income attributable to noncontrolling interest | 67 | |
Net loss attributable to common stockholders’ of OmniQ Corp | $ (3,515) | $ (2,684) |
Net loss per share - basic attributable to common stockholders’ of OmniQ Corp | $ (0.45) | $ (0.34) |
Weighted average number of common shares outstanding - basic | 7,749,870 | 7,511,376 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Preferred Stock [Member] Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 1 | $ 20 | $ 70,606 | $ (70,571) | $ 2,396 | $ (154) | $ 2,298 |
Beginning balance, shares at Dec. 31, 2021 | 544 | 7,459 | |||||
Dividend on Class C shares | (48) | (48) | |||||
ESPP stock issuance | 8 | 8 | |||||
ESPP Stock Issuance, shares | 2 | ||||||
Stock and warrants issued for services | 298 | 298 | |||||
Stock and warrant issuance for Acquisition, shares | |||||||
Stock-based compensation – options, warrants, issuances | 460 | 460 | |||||
Exercise of stock options and warrants | 41 | 41 | |||||
Exercise of stock options and warrants, shares | 99 | ||||||
Cumulative translation adjustment | (20) | (10) | (30) | ||||
Net loss | (2,636) | 67 | (2,569) | ||||
Ending balance, value at Mar. 31, 2022 | $ 1 | $ 20 | 71,413 | (73,255) | 2,443 | (164) | 458 |
Ending balance, shares at Mar. 31, 2022 | 544 | 7,560 | |||||
Beginning balance, value at Dec. 31, 2022 | $ 1 | $ 8 | 73,714 | (84,460) | 211 | (10,526) | |
Beginning balance, shares at Dec. 31, 2022 | 544 | 7,714 | |||||
Dividend on Class C shares | (8) | (8) | |||||
ESPP stock issuance | 10 | 10 | |||||
ESPP Stock Issuance, shares | 2 | ||||||
Stock and warrants issued for services | 45 | 45 | |||||
Stock and warrant issuance for Acquisition, shares | 10 | ||||||
Stock-based compensation – options, warrants, issuances | 516 | 516 | |||||
Exercise of stock options and warrants | 173 | 173 | |||||
Exercise of stock options and warrants, shares | 156 | ||||||
Cumulative translation adjustment | 457 | 457 | |||||
Net loss | (3,507) | (3,507) | |||||
Conversion of shares | |||||||
Conversion of equity, shares | (42) | 2 | |||||
Ending balance, value at Mar. 31, 2023 | $ 1 | $ 8 | $ 74,458 | $ (87,975) | $ 668 | $ (12,840) | |
Ending balance, shares at Mar. 31, 2023 | 502 | 7,884 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operations | ||
Net loss | $ (3,507) | $ (2,569) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on disposal of PP&E | 46 | |
Stock-based compensation | 516 | 460 |
Stock and warrants issued for services | 45 | |
Depreciation and amortization | 544 | 538 |
Amortization of ROU asset | 281 | 222 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,228) | (2,641) |
Prepaid expenses | (384) | 506 |
Inventory | (395) | (678) |
Other assets | 104 | (167) |
Accounts payable and accrued liabilities | 3,954 | 3,017 |
Accrued interest and accrued liabilities, related party | 1 | 5 |
Accrued payroll and sales taxes payable | 91 | 737 |
Lease liability | (282) | (220) |
Deferred tax assets, net | (37) | (65) |
Other liabilities | 8 | 34 |
Net cash used in operating activities | (1,289) | (775) |
Cash flows from investing activities | ||
Purchase of property and equipment | (341) | (41) |
Proceeds from sale of other assets | (23) | |
Net cash used in investing activities | (341) | (64) |
Cash flows from financing activities | ||
Proceeds from private placement | ||
Proceeds from ESPP stock issuance | 10 | 8 |
Proceeds from exercise of options and warrants | 173 | 41 |
Dividends paid to non-controlling interest | (1,346) | |
Proceeds (payments) on notes/loans payable | (544) | 566 |
Proceeds from draw on line of credit | 3,361 | 1,699 |
Net cash provided by financing activities | 3,000 | 968 |
Net change in cash and cash equivalents | 1,370 | 130 |
Effect of foreign exchange rates on cash and cash equivalents | 549 | (292) |
Cash and cash equivalents at beginning of period | 1,311 | 7,085 |
Cash and cash equivalents at end of period | 3,230 | 6,922 |
Non-cash activities: | ||
Declared dividends payable | 8 | 180 |
Warrants/stock issued for service | 298 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 938 | $ 1,105 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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, 2022 (the “2022 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, 2022. During three-month period ended March 31, 2023, there were no significant changes to those accounting policies. Recent Accounting Pronouncements In August 2020, the Financial Statement Accounting Board (the “FASB”) issued ASU 2020-06 which simplifies the accounting for convertible instruments and its application of the derivatives scope exception for contracts in an entity’s own equity. For contracts in an entity’s own equity, the new guidance eliminates some of the current requirements for equity classification such as the requirement that settlement in unregistered shares is permitted. In addition, the new guidance reduces the number of accounting models that require separating embedded conversion features from convertible instruments, including eliminating the requirement to recognize a beneficial conversion feature if the conversion feature is in the money and does not require bifurcation as a derivative liability. As a result, only conversion features accounted for under the substantial premium model and those that require bifurcation will be accounted for separately. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The Company adopted the new standards January 1, 2023. The adoption of this standard may allow the Company, in the future and in certain circumstances, to avoid derivative treatment of warrants and avoid beneficial conversion treatment of certain convertible preferred shares. Adoption of this standard had no effect on the Company’s financial statements. 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 three-months ended March 31, 2023, and 2022 were 7,749,870 7,511,376 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: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNING PER SHARE March 31, 2023 March 31, 2022 Options to purchase common stock 1,907,583 2,188,750 Warrants to purchase common stock 1,481,734 1,411,734 Potential shares excluded from diluted net loss per share 3,389,317 3,600,484 |
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND CAPITAL RESOURCES | 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 $ 39.6 ● Accumulated deficit of $ 88 ● Multiple periods of losses from operations ● Noncompliance with certain debt covenants These facts and others have 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 to address the Company’s conditions: ● Outstanding warrants exist from prior offerings that could be exercised for cash depending upon the performance of our stock. ● The Company’s acquisition of Dangot Computers, Ltd. has improved the balance sheet, profitability, and cash flow and is expected to help the Company as a whole to generate positive cash flows from operations for the foreseeable future. ● 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. Management has already cut staff by about 5% and will continue to do additional overhead cuts. ● Blue Star - The Company’s total accounts payable due to Blue Star as of March 31, 2023 was approximately $ 37 5 |
CONCENTRATIONS
CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 3 – CONCENTRATIONS For the three-months ended March 31, 2023, and the year ended December 31, 2022, two customers accounted for 30 Accounts receivable at March 31, 2023 and December 31, 2022 are made up of trade receivables due from customers in the ordinary course of business. No customer accounted for more than 10 For the three months ended March 31, 2023, and the year ended December 31, 2022 two vendors made up 49 48 |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | NOTE 4 – BUSINESS ACQUISITION Dangot Computers Ltd 23.0 3,518,000 |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 5 – INVENTORY Inventory consisted of the following as of: SCHEDULE OF INVENTORY In thousands March 31, 2023 December 31, 2022 Raw materials $ 827 $ 649 Inventory in transit 2,062 2,004 Finished goods (less allowance) 5,996 6,073 Total inventories $ 8,885 $ 8,726 |
CREDIT FACILITIES AND LINE OF C
CREDIT FACILITIES AND LINE OF CREDIT | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITIES AND LINE OF CREDIT | 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 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 $ 8.5 15 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. |
RELATED PARTY NOTES PAYABLE
RELATED PARTY NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Notes Payable | |
RELATED PARTY NOTES PAYABLE | NOTE 7 – RELATED PARTY NOTES PAYABLE Related party notes payable, consisted of the following as of: SCHEDULE OF NOTES PAYABLE, RELATED PARTIES In thousands March 31, 2023 December 31, 2022 Note payable –Marin $ 120 $ 180 Note payable –Thomet 75 113 Total notes payable 195 293 Less current portion 195 293 Long-term portion $ - $ - Note Payable -Marin In December 2017, we entered into a $ 660 1.89 60 monthly 20 72 thousand. Accrued interest is payable at maturity. Note Payable – Thomet In December 2017, we entered into a $ 750 zero 60 monthly 13 |
OTHER NOTES PAYABLE
OTHER NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
OTHER NOTES PAYABLE | NOTE 8 – OTHER NOTES PAYABLE SCHEDULE OF OTHER NOTES PAYABLE (In thousands) March 31, 2023 December 31, 2022 Note payable other 10,887 11,627 Total 10,887 11,627 Less current portion 10,843 11,572 Long term notes payable $ 44 $ 55 Notes Payable Other On July 29, 2021, the Company entered into a long-term loan from Leumi Bank totalling NIS 7 2.16 4.5 8.25 8 4 years On November 28, 2021, the Company entered into another long-term loan from Leumi Bank totalling NIS 3.5 million, which at the time was approximately $ 1.1 million. The note accrues interest at the Israeli Prime Rate plus 4.5 % which currently equals 8.25 8 instalments of principal and interest over 4 years . The note is secured by shares of Dangot Computers, Ltd. On August 11, 2021, the Company purchased vehicles using cash and financing of NIS 500 155 5 years 7.5 292 81 On March 27, 2022, the Company entered into another long-term loan from Leumi Bank totalling NIS 3.5 1.1 4.5 8.25 8 4 years On September 13, 2022, the Company entered into a long-term loan from Hapoalim Bank totalling NIS 3 0.9 6.03 36 3 years During the year ended December 31, 2022, the Company entered into five short term loans totalling NIS 26.8 7.6 6.3 As of March 31, 2023, 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. |
OTHER LIABILITIES
OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LIABILITIES | NOTE 9 – OTHER LIABILITIES SCHEDULE OF OTHER LIABILITIES (In thousands) March 31, 2023 December 31, 2022 Other vendor payable $ 803 $ 801 Dividend payable 159 153 Others 1,085 705 Total other liabilities 2,047 1,659 Less Current Portion (1,733 ) (1,394 ) Total long term other liabilities $ 314 $ 265 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY PREFERRED STOCK Series A As of March 31, 2023, there were 2,000,000 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 March 31, 2023, there was 1 no Series C As of March 31, 2023, there were 3,000,000 502,000 0.06 1 159 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, 1,118,856 0.001 792,500 For the three months ending March 31, 2023, 210,000 155,508 In December 2015, our Board of Directors approved the OMNIQ. Employee Stock Purchase Plan (the “ESPP”). For the three months ending March 31, 2023, employees purchased 2,340 10 On August 10, 2022, our Board of Directors approved issuing 10,000 45 |
LITIGATION
LITIGATION | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION | NOTE 11 – LITIGATION The Company was named a defendant in a case involving a former employee who claims he is owed approximately $ 60 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Statement Accounting Board (the “FASB”) issued ASU 2020-06 which simplifies the accounting for convertible instruments and its application of the derivatives scope exception for contracts in an entity’s own equity. For contracts in an entity’s own equity, the new guidance eliminates some of the current requirements for equity classification such as the requirement that settlement in unregistered shares is permitted. In addition, the new guidance reduces the number of accounting models that require separating embedded conversion features from convertible instruments, including eliminating the requirement to recognize a beneficial conversion feature if the conversion feature is in the money and does not require bifurcation as a derivative liability. As a result, only conversion features accounted for under the substantial premium model and those that require bifurcation will be accounted for separately. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The Company adopted the new standards January 1, 2023. The adoption of this standard may allow the Company, in the future and in certain circumstances, to avoid derivative treatment of warrants and avoid beneficial conversion treatment of certain convertible preferred shares. Adoption of this standard had no effect on the Company’s financial statements. |
Net Loss Per Common Share | 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 three-months ended March 31, 2023, and 2022 were 7,749,870 7,511,376 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: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNING PER SHARE March 31, 2023 March 31, 2022 Options to purchase common stock 1,907,583 2,188,750 Warrants to purchase common stock 1,481,734 1,411,734 Potential shares excluded from diluted net loss per share 3,389,317 3,600,484 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNING PER SHARE | 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: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNING PER SHARE March 31, 2023 March 31, 2022 Options to purchase common stock 1,907,583 2,188,750 Warrants to purchase common stock 1,481,734 1,411,734 Potential shares excluded from diluted net loss per share 3,389,317 3,600,484 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory consisted of the following as of: SCHEDULE OF INVENTORY In thousands March 31, 2023 December 31, 2022 Raw materials $ 827 $ 649 Inventory in transit 2,062 2,004 Finished goods (less allowance) 5,996 6,073 Total inventories $ 8,885 $ 8,726 |
RELATED PARTY NOTES PAYABLE (Ta
RELATED PARTY NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Notes Payable | |
SCHEDULE OF NOTES PAYABLE, RELATED PARTIES | Related party notes payable, consisted of the following as of: SCHEDULE OF NOTES PAYABLE, RELATED PARTIES In thousands March 31, 2023 December 31, 2022 Note payable –Marin $ 120 $ 180 Note payable –Thomet 75 113 Total notes payable 195 293 Less current portion 195 293 Long-term portion $ - $ - |
OTHER NOTES PAYABLE (Tables)
OTHER NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF OTHER NOTES PAYABLE | SCHEDULE OF OTHER NOTES PAYABLE (In thousands) March 31, 2023 December 31, 2022 Note payable other 10,887 11,627 Total 10,887 11,627 Less current portion 10,843 11,572 Long term notes payable $ 44 $ 55 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER LIABILITIES | SCHEDULE OF OTHER LIABILITIES (In thousands) March 31, 2023 December 31, 2022 Other vendor payable $ 803 $ 801 Dividend payable 159 153 Others 1,085 705 Total other liabilities 2,047 1,659 Less Current Portion (1,733 ) (1,394 ) Total long term other liabilities $ 314 $ 265 |
SCHEDULE OF ANTI DILUTIVE SECUR
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNING PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares excluded from diluted net loss per share | 3,389,317 | 3,600,484 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares excluded from diluted net loss per share | 1,907,583 | 2,188,750 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares excluded from diluted net loss per share | 1,481,734 | 1,411,734 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Weighted-average number of common shares outstanding | 7,749,870 | 7,511,376 |
LIQUIDITY AND CAPITAL RESOURC_2
LIQUIDITY AND CAPITAL RESOURCES (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 11, 2021 |
Working capital deficit | $ 39,600 | ||
Accumulated deficit | 87,975 | $ 84,460 | |
Debt instrument, interest rate, stated percentage | 7.50% | ||
Blue Star [Member] | |||
Accounts payable, related parties | $ 37,000 | ||
Debt instrument, interest rate, stated percentage | 5% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue Benchmark [Member] | Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 30% | 30% |
Accounts Receivable [Member] | No Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 10% |
Accounts Payable [Member] | One Vendor [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 49% | 48% |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - Dangot Computers Ltd [Member] | Apr. 02, 2022 USD ($) |
Purchase of shares, percent | 23% |
Stock issued during period, value, purchase of assets | $ 3,518,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 827 | $ 649 |
Inventory in transit | 2,062 | 2,004 |
Finished goods (less allowance) | 5,996 | 6,073 |
Total inventories | $ 8,885 | $ 8,726 |
CREDIT FACILITIES AND LINE OF_2
CREDIT FACILITIES AND LINE OF CREDIT (Details Narrative) - Business Finance Agreement [Member] - Bridge Bank [Member] $ in Millions | Mar. 25, 2022 USD ($) |
Line of Credit Facility [Line Items] | |
Line of credit facility maximum borrowing capacity | $ 8.5 |
Percentage of reserve account | 15% |
Line of credit, interest rate, description | 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. |
SCHEDULE OF NOTES PAYABLE, RELA
SCHEDULE OF NOTES PAYABLE, RELATED PARTIES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2017 |
Short-Term Debt [Line Items] | |||
Less current portion | $ 10,843 | $ 11,572 | |
Long-term portion | 44 | 55 | |
Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | 195 | 293 | |
Less current portion | 195 | 293 | |
Long-term portion | |||
Note Payable - Marin [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | 120 | 180 | $ 660 |
Note Payable - Thomet [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | $ 75 | $ 113 | $ 750 |
RELATED PARTY NOTES PAYABLE (De
RELATED PARTY NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |||
Dec. 31, 2017 | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 11, 2021 | |
Short-Term Debt [Line Items] | ||||
Debt instrument, percentage | 7.50% | |||
Related Party [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable related parties | $ 195 | $ 293 | ||
Note Payable - Marin [Member] | Related Party [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable related parties | $ 660 | 120 | 180 | |
Debt instrument, percentage | 1.89% | |||
Debt instrument, frequency of periodic payment | 60 monthly | |||
Principal payments | $ 20 | |||
Accrued interest | 72 | |||
Note Payable - Thomet [Member] | Related Party [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable related parties | $ 750 | $ 75 | $ 113 | |
Debt instrument, percentage | 0% | |||
Debt instrument, frequency of periodic payment | 60 monthly | |||
Principal payments | $ 13 |
SCHEDULE OF OTHER NOTES PAYABLE
SCHEDULE OF OTHER NOTES PAYABLE (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total | $ 10,887 | $ 11,627 |
Less current portion | 10,843 | 11,572 |
Long term notes payable | 44 | 55 |
Notes Payable Other [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 10,887 | $ 11,627 |
OTHER NOTES PAYABLE (Details Na
OTHER NOTES PAYABLE (Details Narrative) ₪ in Thousands, $ in Thousands | Sep. 14, 2022 | Mar. 27, 2022 USD ($) Integer | Nov. 28, 2021 USD ($) Integer | Aug. 11, 2021 USD ($) | Jul. 29, 2021 USD ($) Integer | Dec. 31, 2022 USD ($) | Dec. 31, 2022 ILS (₪) | Sep. 13, 2022 USD ($) Integer | Sep. 13, 2022 ILS (₪) Integer | Mar. 31, 2022 USD ($) | Mar. 31, 2022 ILS (₪) | Mar. 27, 2022 ILS (₪) Integer | Nov. 28, 2021 ILS (₪) Integer | Aug. 11, 2021 ILS (₪) | Jul. 29, 2021 ILS (₪) Integer |
Short-Term Debt [Line Items] | |||||||||||||||
Loans payble | $ 155 | $ 81 | ₪ 292 | ₪ 500 | |||||||||||
Debt instrument percentage | 7.50% | 7.50% | |||||||||||||
Debt instrument term | 5 years | ||||||||||||||
Short term loans | $ 7,600 | ₪ 26,800 | |||||||||||||
Accrues average interest | 6.30% | 6.30% | |||||||||||||
Leumi Bank [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Loans payble | $ 1,100 | $ 1,100 | $ 2,160 | ₪ 3,500 | ₪ 3,500 | ₪ 7,000 | |||||||||
Debt instrument percentage | 8.25% | 8.25% | 8.25% | 8.25% | 8.25% | 8.25% | |||||||||
Number of installements | 8 | 8 | 8 | 8 | 8 | 8 | |||||||||
Debt instrument term | 4 years | 4 years | 4 years | ||||||||||||
Leumi Bank [Member] | Israeli Prime Rate [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument percentage | 4.50% | 4.50% | 4.50% | 4.50% | 4.50% | 4.50% | |||||||||
Hapoalim Bank [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Loans payble | $ 900 | ₪ 3,000 | |||||||||||||
Debt instrument percentage | 6.03% | 6.03% | |||||||||||||
Number of installements | 36 | 36 | |||||||||||||
Debt instrument term | 3 years |
SCHEDULE OF OTHER LIABILITIES (
SCHEDULE OF OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Other vendor payable | $ 803 | $ 801 |
Dividend payable | 159 | 153 |
Others | 1,085 | 705 |
Total other liabilities | 2,047 | 1,659 |
Less Current Portion | (1,733) | (1,394) |
Total long term other liabilities | $ 314 | $ 265 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Jan. 03, 2023 | Aug. 10, 2022 | Feb. 25, 2022 | Oct. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Stock issued during period employee stock purchase plans, value | $ 10 | $ 8 | |||||
Number of shares issue service, value | 45 | $ 298 | |||||
Board of Directors [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issue | 10,000 | ||||||
Board of Directors [Member] | Consulting Agreement [Member] | Options Held [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issue service, value | $ 45 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock options and warrants exercised | $ 210,000 | ||||||
Stock warrant exercised | 155,508 | ||||||
Stock issued during period shares employee stock purchase plans | 2,000 | 2,000 | |||||
Stock issued during period employee stock purchase plans, value | |||||||
Number of shares issue service, value | |||||||
Equity Incentive Plan [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued | 1,118,856 | ||||||
Common stock, par value | $ 0.001 | ||||||
Stock options granted | 792,500 | ||||||
Employee Stock Purchase Plan [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period shares employee stock purchase plans | 2,340 | ||||||
Stock issued during period employee stock purchase plans, value | $ 10 | ||||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |||||
Preferred stock, voting rights | 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. | ||||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Preferred stock, shares issued | 0 | 0 | |||||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 1 | 1 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Preferred stock, shares issued | 0 | 0 | |||||
Series C Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | |||||
Preferred stock, shares outstanding | 502,000 | 502,000 | |||||
Preferred stock, shares issued | 502,000 | 502,000 | |||||
Dividends payable, amount per share | $ 0.06 | ||||||
Liquidation preference | $ 1 | ||||||
Accrued dividends | $ 159 | ||||||
Preferred stock conversion, description | 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. |
LITIGATION (Details Narrative)
LITIGATION (Details Narrative) $ in Thousands | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Accrued liabilities for commissions, expense and taxes | $ 60 |