Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 14, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40768 | ||
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 | (800) | ||
Local Phone Number | 242-7272 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | OMQS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | true | ||
Entity Public Float | $ 26,698,048 | ||
Entity Common Stock, Shares Outstanding | 10,690,211 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 457 | ||
Auditor Name | Haynie & Company | ||
Auditor Location | Salt Lake City, Utah |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 1,678 | $ 1,311 |
Accounts receivable, net | 18,654 | 23,893 |
Inventory | 6,028 | 8,726 |
Prepaid expenses | 969 | 1,268 |
Other current assets | 25 | 473 |
Total current assets | 27,354 | 35,671 |
Property and equipment, net of accumulated depreciation of $1,166 and $1,030 respectively | 1,066 | 1,086 |
Goodwill, net of accumulated impairment of $14,868 and $0, respectively | 1,788 | 16,542 |
Trade name, net of accumulated amortization of $4,850 and $4,458, respectively | 1,377 | 1,826 |
Customer relationships, net of accumulated amortization of $11,814 and $10,762, respectively | 3,777 | 4,967 |
Other intangibles, net of accumulated amortization of $1,669 and $1,541, respectively | 504 | 675 |
Right of use lease asset | 1,862 | 2,300 |
Other assets | 1,758 | 1,744 |
Total Assets | 39,486 | 64,811 |
Current liabilities | ||
Accounts payable and accrued liabilities | 56,741 | 53,701 |
Line of credit | 240 | 1,971 |
Accrued payroll and sales tax | 1,537 | 2,633 |
Lease liability – current portion | 885 | 942 |
Other current liabilities | 3,106 | 2,429 |
Total current liabilities | 72,705 | 73,541 |
Long term liabilities | ||
Lease liability | 1,011 | 1,404 |
Other long-term liabilities | 452 | 265 |
Total liabilities | 74,506 | 75,337 |
Stockholders’ equity (deficit) | ||
Common stock; $0.001 par value; 15,000,000 shares authorized; 10,675,802 and 7,714,780 shares issued and outstanding, respectively | 11 | 8 |
Additional paid-in capital | 78,340 | 73,714 |
Accumulated (deficit) | (113,923) | (84,460) |
Accumulated other comprehensive income | 551 | 211 |
Total OmniQ stockholders’ equity (deficit) | (35,020) | (10,526) |
Total liabilities and equity (deficit) | 39,486 | 64,811 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity (deficit) | ||
Preferred stock | ||
Series B Preferred Stock [Member] | ||
Stockholders’ equity (deficit) | ||
Preferred stock | ||
Series C Preferred Stock [Member] | ||
Stockholders’ equity (deficit) | ||
Preferred stock | 1 | 1 |
Related Party [Member] | ||
Current liabilities | ||
Notes payable – current portion | 293 | |
Long term liabilities | ||
Accrued interest and accrued liabilities, related party | 73 | 72 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Notes payable – current portion | 10,196 | 11,572 |
Long term liabilities | ||
Notes payable, less current portion | $ 265 | $ 55 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 1,166,000 | $ 1,030,000 |
Goodwill, Impaired, Accumulated Impairment Loss | 14,868,000 | 0 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (18,333,000) | $ (16,761,000) |
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 15,000,000 | |
Common Stock, Shares, Outstanding | 10,675,802 | 7,714,780 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 2,000,000 | |
Preferred Stock, Shares Outstanding | 0 | |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 1 | |
Preferred Stock, Shares Outstanding | 0 | |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 3,000,000 | |
Preferred Stock, Shares Outstanding | 502,000 | 544,500 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 4,850,000 | $ 4,458,000 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 11,814,000 | 10,762,000 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 1,669,000 | $ 1,541,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 81,193 | $ 100,758 |
Cost of goods sold | 65,485 | 78,654 |
Gross profit | 15,708 | 22,104 |
Operating expenses | ||
Research & Development | 2,154 | 1,826 |
Selling, general and administrative | 22,960 | 27,707 |
Depreciation | 464 | 324 |
Amortization | 1,640 | 1,799 |
Goodwill impairment expense | 14,686 | |
Total operating expenses | 41,904 | 31,656 |
Loss from operations | (26,196) | (9,552) |
Other income (expenses): | ||
Interest expense | (3,303) | (3,496) |
Other (expenses) income | (575) | (601) |
Total other expenses | (3,878) | (4,097) |
Net Loss Before Income Taxes | (30,074) | (13,649) |
Provision for Income Taxes | ||
Current | 643 | 35 |
Total Provision for Income Taxes | 643 | 35 |
Net loss | (29,431) | (13,614) |
Net income attributable to noncontrolling interest | 67 | |
Net Loss attributable to OmniQ Corp | (29,431) | (13,681) |
Foreign currency translation adjustment | 340 | 365 |
Comprehensive loss | (29,091) | (13,249) |
Reconciliation of net loss to net loss attributable to common shareholders | ||
Less: Dividends attributable to non-common stockholders’ of OmniQ Corp | (32) | (206) |
Net loss attributable to common stockholders’ of OmniQ Corp | $ (29,463) | $ (13,820) |
Net (loss) per share - basic attributable to common stockholders’ of OmniQ Corp | $ (3.50) | $ (1.82) |
Weighted average number of common shares outstanding - basic | 8,412,494 | 7,576,434 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - 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 |
Balance at Dec. 31, 2021 | $ 1 | $ 20 | $ 70,606 | $ (70,571) | $ 2,396 | $ (154) | $ 2,298 |
Balance, shares at Dec. 31, 2021 | 544 | 7,459 | |||||
Dividend on Class C Shares | (206) | (206) | |||||
ESPP Stock Issuance | 37 | 37 | |||||
ESPP Stock Issuance, shares | 7 | ||||||
Stock and Warrant issued for services | 109 | 109 | |||||
Stock and warrant issued for services, shares | 20 | ||||||
Stock-based compensation – options, warrants, issuances | 3,173 | 3,173 | |||||
Stock-based compensation - options, warrants, issuances, shares | 100 | ||||||
Warrant issuances, net of issuance costs | 298 | 298 | |||||
Exercise of stock options and warrants | 147 | 147 | |||||
Exercise of stock options and warrants, shares | 128 | ||||||
Non-controlling interests, distributions and other | (668) | (2,443) | (3,111) | ||||
Other | (12) | 12 | |||||
Cumulative Translation Adjustment | (2) | (20) | 365 | 343 | |||
Net (loss) income | (13,681) | 67 | (13,614) | ||||
Balance at Dec. 31, 2022 | $ 1 | $ 8 | 73,714 | (84,460) | 211 | (10,526) | |
Balance, shares at Dec. 31, 2022 | 544 | 7,714 | |||||
Dividend on Class C Shares | (32) | (32) | |||||
ESPP Stock Issuance | 31 | 31 | |||||
ESPP Stock Issuance, shares | 15 | ||||||
Stock and Warrant issued for services | 45 | 45 | |||||
Stock and warrant issued for services, shares | 10 | ||||||
Stock-based compensation – options, warrants, issuances | 1,955 | 1,955 | |||||
Exercise of stock options and warrants | 190 | 190 | |||||
Exercise of stock options and warrants, shares | 159 | ||||||
Cumulative Translation Adjustment | 340 | 340 | |||||
Net (loss) income | (29,431) | (29,431) | |||||
Stock and warrant issuances, net of issuance costs | 3 | 2,405 | 2,408 | ||||
Stock and warrant issuances, net of issuance costs, shares | 2,775 | ||||||
Conversion of equity | |||||||
Conversion of equity, shares | (42) | 2 | |||||
Balance at Dec. 31, 2023 | $ 1 | $ 11 | $ 78,340 | $ (113,923) | $ 551 | $ (35,020) | |
Balance, shares at Dec. 31, 2023 | 502 | 10,675 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operations | ||
Net loss | $ (29,431) | $ (13,614) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Loss on disposal of PP&E | 46 | |
Noncash interest expense | 248 | |
Stock-based compensation | 1,955 | 3,173 |
Stock and warrant issued for services | 45 | 109 |
Depreciation and amortization | 2,104 | 2,119 |
Goodwill impairment | 14,686 | |
Amortization of ROU asset | 892 | 1,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,948 | 1,472 |
Prepaid expenses | 285 | 585 |
Inventory | 2,398 | (2,490) |
Other assets | 268 | 131 |
Accounts payable and accrued liabilities | 2,732 | 10,830 |
Accrued interest and accrued liabilities, related party | 1 | 8 |
Accrued payroll and sales taxes payable | (1,021) | 268 |
Lease liability | (904) | (1,000) |
Deferred tax assets, net | (32) | (263) |
Other liabilities | 1,244 | (1,419) |
Net cash provided by (used in) operating activities | 170 | 1,203 |
Cash flows from investing activities | ||
Payment for additional ownership in subsidiary | (3,518) | |
Purchase of property and equipment | (479) | (451) |
Proceeds from sale of other assets | 148 | (185) |
Net cash provided by (used in) investing activities | (331) | (4,154) |
Cash flows from financing activities | ||
Proceeds from ESPP stock issuance | 31 | 37 |
Proceeds from exercise of options and warrants | 190 | 147 |
Dividends paid to non-controlling interest | (1,448) | |
Net proceeds from issuance of common stock | 2,408 | |
Payments on notes/loans payable | (1,444) | (2,525) |
Proceeds from the issuance of notes/loans payable | 393 | 4,770 |
Payments on line of credit | (1,628) | (4,038) |
Net cash (used in) provided by financing activities | (50) | (3,057) |
Net change in cash and cash equivalents | (211) | (6,008) |
Effect of foreign exchange rates on cash and cash equivalents | 578 | 234 |
Cash and cash equivalents at beginning of period | 1,311 | 7,085 |
Cash and cash equivalents at end of period | 1,678 | 1,311 |
Non-cash activities: | ||
Stock issued for services | 298 | |
Declared dividends payable | 32 | 24 |
Right of use asset acquired in exchange for lease liability | 1,110 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3,318 | 2,569 |
Cash paid for income taxes | $ 66 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS OMNIQ Corp., a Delaware corporation, formerly Quest Solution, Inc., together with its wholly owned and majority owned subsidiaries, referred to herein as “we”, “us”, “our,” “OMNIQ,” or the “Company,” was incorporated in 1973. Since its incorporation, the Company has been involved in various lines of business. From 2008 to 2013, we were in the business of developing oil and gas reserves. In January 2014, we determined it was in the best interest of our stockholders to focus on operating companies with a track record of positive cash flows and larger existing revenue bases. Our strategy developed into leveraging management’s relationships in the business world for investments for us. Since 2014, we have made the following acquisitions resulting in us becoming a leading provider of computerized and machine-vision image-processing solutions: ● Quest Solutions, Inc. (January 2014) ● Bar Code Specialties, Inc. (November 2014) ● HTS Image Processing, Inc. (October 2018) ● EyepaxIT Consulting LLC. (February 2020) ● Dangot Computers Ltd. (July 2021) 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. Our principal solutions include hardware, software, communications, and automated management services. We are an established distributor of barcode labels, tags, and ribbons, as well as RFID labels and tags. We provide printing solutions, credit card terminals, automatic kiosks and point-of-care units. We also offer technical service and support. 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, and transportation and logistics. Since 2014, our annual consolidated revenues have grown to more than $80 million with clients in more than 40 countries. We currently engage with several billion-dollar markets with double-digit growth, including the Global Safe City market and the Ticketless Safe Parking market. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation Our consolidated financial statements include the financial position and results of operations of OMNIQ Corp. and its wholly owned subsidiaries: Quest Marketing, Inc., HTS Image Processing, Inc., OmniQ Vision Inc., HTS Image Ltd., OmniQ Technologies Ltd., and Dangot Computers Ltd. All significant intercompany accounts and transactions have been eliminated in these consolidated financial statements. Business combinations are included in the consolidated financial statements from their respective dates of acquisition. Use of Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. These assumptions and estimates could have a material effect on our consolidated financial statements. Actual results may differ materially from those estimates. We review our estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause us to revise these estimates. Cash Cash consists of petty cash, checking, savings, and money market accounts. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts Receivable We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) Accounting Standards Codification Topic 326, Credit Losses (Topic 326 Pursuant to Topic 326 for our accounts receivables, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss-rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. We perform credit evaluations of customers and establish credit limits based on reviews of our customers’ current credit information and payment histories. We believe our credit risk is somewhat mitigated by our geographically diverse customer base and our credit evaluation procedures. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts. Inventory Substantially all inventory consists of raw materials and finished goods and are valued at the lower of historic cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. Historic inventory costs are calculated on a first-in, first-out basis or specific cost. Property and Equipment Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives. Ordinary repair and maintenance costs are included in sales, general and administrative (“SG&A”) expenses on our consolidated statements of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net. We periodically evaluate the appropriateness of remaining depreciable lives assigned to property and equipment. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or the remaining term of the lease, whichever is shorter. Generally, we assign the following estimated useful lives to these categories: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Category Estimated Useful Life Furniture and fixtures 5 to 7 years Computer equipment 3 to 5 years Office equipment 3 to 10 years Software 3 years Leasehold improvements 15 years Vehicles 5 years Definite-lived Intangible Assets The Company periodically evaluates the carrying value of definite-lived intangibles when events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important which could trigger an impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of its use of acquired assets or its overall business strategy, and significant industry or economic trends. The Company amortizes definite-lived intangible assets on a straight-line basis over their useful lives. The Company recorded no impairment loss for definite-lived intangible assets during the years ended December 31, 2023 and 2022. When the Company determines that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators, the Company determines the recoverability by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate and recognizes an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the asset. If the Company’s revenues or other estimated operating results are not achieved at or above our forecasted level, and the Company is unable to recover such costs through price increases, the carrying value of certain of the Company’s intangible assets may prove to be unrecoverable and we may incur impairment charges of definitive-live intangible assets. Definite-lived intangible assets are stated at cost, net of accumulated amortization. The assets are being amortized on the straight-line method over useful lives ranging from 3 to 11 years with a remaining weighted average lifespan of 7.1 years. Indefinite-lived Intangible Assets, Including Goodwill Indefinite-lived intangible assets, including goodwill, are not amortized but are required to be reviewed for impairment at least annually or when events or circumstances indicate that carrying value may exceed fair value. The Company is permitted the option to first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the fair value of the Company’s reporting unit is less than its corresponding carrying value. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its corresponding carrying value then the Company is not required to take further action. However, if the Company concludes otherwise, then the Company must calculate the fair value of the reporting unit and compare it with its carrying amount, including Indefinite-lived intangible assets and recognize impairment equal to the difference between the carrying amount of the reporting unit and its fair value, considering the related income tax effect from any tax-deductible goodwill. Accounts Payable Accounts payable are made up of payables due to vendors in the ordinary course of business as of December 31, 2023 and 2022. Two vendors made up 38 % and one vendor made up 48 % of our purchases during the year ended December 31, 2023 and 2022, respectively. Leases We determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset, and we have the right to control the asset for a period of time in exchange for consideration. Lease arrangements can take several forms. Some arrangements are clearly within the scope of lease accounting, such as a real estate contract that provides an explicit contractual right to use a building for a specified period of time in exchange for consideration. However, the right to use an asset can also be conveyed through arrangements that are not leases in form, such as leases embedded within service and supply contracts. We analyze all arrangements with potential embedded leases to determine if an identified asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset. Our lease portfolio is substantially comprised of operating leases related to leases of real estate. From time to time, we may also lease various types of small equipment and vehicles. Operating lease right-of-use (“ROU”) assets represent our right to use an individual asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide the lessor’s implicit rate, we use our incremental borrowing rate (“IBR”) at the commencement date in determining the present value of lease payments by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the lease. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. Our leases can include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when such renewal options and/or termination options are reasonably certain of exercise. An ROU asset is subject to the same impairment guidance as assets categorized as property and equipment. As such, any impairment loss on ROU assets is presented in the same manner as an impairment loss recognized on other long-lived assets. A lease modification is a change to the terms and conditions of a contract that change the scope or consideration of a lease. For example, a change to the terms and conditions to the contract that adds or terminates the right to use one or more underlying assets, or extends or shortens the contractual lease term, is a modification. Depending on facts and circumstances, a lease modification may be accounted as either: (1) the original lease plus the lease of a separate asset(s) or (2) a modified lease. A lease will be remeasured if there are changes to the lease contract that do not give rise to a separate lease. Revenue Recognition We determine revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, a performance obligation is satisfied. We combine contracts with the same customer into a single contract for accounting purposes when the contracts are entered into at or near the same time and the contracts are negotiated as a single commercial package, consideration in one contract depends on the other contract, or the services are considered a single performance obligation. Our contracts are typically governed by a customer purchase order or work order. The contract generally specifies the delivery of what constitutes a single performance obligation. If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers. As discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. We do not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue. A contract liability is recognized as deferred revenue when we invoice customers, or receive customer cash payments, in advance of satisfying the related performance obligation(s) under the terms of a contract. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation. We have four main revenue streams: (1) Hardware sales, (2) Hardware installation/configuration, (3) Hardware service contracts, and (4) Third-party software sales. For all these revenue streams, our performance obligations are satisfied at a point in time, and therefore, revenue is recognized at point in time when a customer takes control of the good or asset created by the service. Factors that may indicate transfer of control are when we have the right to receive payment for the good or service, when the legal title of the asset as been transferred, physical possession of the asset has been transferred, the customer obtains the significant risks and rewards of ownership of the asset, and the customer accepts the asset. For some customers, control is transferred when the customer, or the customer’s courier, picks up the hardware from our warehouse. For other customers, control is transferred upon delivery. For hardware sales which also include installation and/or configuration as a single performance obligation, control is transferred only when the hardware is delivered and installed/configured. For hardware service contracts and for third-party software sales, the Company acts as the agent in the transaction, and thus recognizes revenue on a net basis at a point in time when the transaction has been facilitated. We leverage drop-ship shipments with many of our partners and suppliers to deliver hardware to our customers without having to physically hold the inventory at our warehouses, thereby increasing efficiency and reducing costs. We recognize revenue for drop-ship arrangements on a gross basis as the principal in the transaction when the product is received by the customer because we control the product prior to transfer to the customer. We also assume primary responsibility for the fulfillment in the arrangement, we assume inventory risk if something were to happen to the hardware during shipping, we set the price of the product charged to the customer, we assume credit risk for nonpayment by our customer, and we work closely with customers to determine their hardware specifications. Management reviews historical returns on at least an annual basis to determine the need for an allowance for sales returns. Historically, sales returns have been extremely limited, with the effect on the financial statements immaterial. Sales returns during any particular year are so small and so infrequent that management determined that any material reserve against sales returns would likely not be appropriate. Stock-Based Compensation We periodically issue stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by Financial Accounting Standards Board (the “FASB”) where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. We record stock-based compensation expense according to the provisions of ASC Topic 718, Compensation – Stock Compensation (“Topic 718”). Topic 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Under the provisions of Topic 718, the Company determines the appropriate fair value model to be used for valuing share-based payments and the amortization method for compensation cost. The fair value of each stock option grant and warrant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company estimates the expected volatility and expected option life consistent with Topic 718. The expected volatility of the Company’s common stock at the date of grant is estimated based on a historic volatility rate and the expected option life is calculated based on historical stock options as the best estimate of future exercise patterns. The dividend yield assumption is based on historical and anticipated dividend payouts. The risk-free interest rate assumption is based on observed US treasury rates consistent with the expected life of each stock option grant. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. Compensation expense is recorded for all stock options expected to vest based on the amortization of the fair value at the date of grant on a straight-line basis primarily over the vesting period of the options. Advertising The Company expenses marketing and advertising costs as incurred. During 2023 and 2022, the Company spent $ 379 thousand and $ 630 thousand, respectively, on marketing, trade show, and advertising. Foreign Currency Translation Our consolidated financial statements are presented in U.S. dollars. The functional currency for the Company is U.S. dollars. Transactions in currencies other than the functional currency are recorded using the appropriate exchange rate at the time of the transaction. All our continuing operations are conducted in U.S. dollars except for subsidiaries located in Israel. The records of the Israeli operations were maintained in the local currency and translated to the reporting currency as follows: assets and liabilities are translated using the balance sheet period-end date exchange rate. Expenses and income are translated using the weighted average exchange rates for the reporting period. Foreign translation gains and losses are reported on the consolidated statement of operations and comprehensive loss and were included in the amount of loss from comprehensive income. The aggregate foreign currency transaction loss included in net income for the years ended December 31, 2023 and 2022 was $ 1 million, respectively. Income Taxes We account for our income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets, liabilities, and income taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Income tax expense is based on reported earnings before income taxes. Our income is subject to taxation in both the U.S. and a foreign jurisdiction, Israel. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. The Company establishes reserves for income-tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when we believe positions do not meet the more-likely-than-not recognition threshold. We adjust uncertain tax liabilities in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of uncertain tax liabilities and changes in liabilities that are considered appropriate. Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Our other comprehensive income (loss) is composed of foreign currency translation adjustments. 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 years ended December 31, 2023 and December 31, 2022 were 8,412,494 and 7,576,434 , 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 as of December 31, 2023 and 2022, excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE 2023 2022 Options to purchase common stock 1,471,407 2,190,583 Warrants to purchase common stock 1,606,734 1,481,734 Potential shares excluded from diluted net loss per share 3,078,141 3,672,317 Reclassifications and Comparability Certain revenue and cost of goods sold amounts in the financial statements of the prior year have been reclassified to be presented on a net basis rather than a gross to conform to the current year’s presentation for comparative purposes. The total amount reclassified from cost of goods sold to revenue, as a reduction, was $1.8 million. This had no effect on total assets or net income. Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities will measure credit losses for financial assets and certain other instruments that are not measured at fair value through net income. The new expected credit loss impairment model requires immediate recognition of estimated credit losses expected to occur. Additional disclosures are required regarding assumptions, models, and methods for estimating the credit losses. ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, deferred the effective date for non-public companies. The standard is effective for non-public companies for fiscal years beginning after December 15, 2022. We adopted these requirements as of January 1, 2023 with no material impact on our consolidated financial statements. 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. Recent Accounting Pronouncements not yet adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires retrospective disclosure of significant segment expenses and other segment items on an annual and interim basis. Additionally, it requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”). This ASU will be effective for the Company’s fiscal December 31, 2024 year-end and interim periods beginning in fiscal 2025, with early adoption permitted. We are assessing the impact of this guidance on our disclosures; it will not have an impact on our results of operations, cash flows, or financial condition. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. This ASU will be effective for the Company’s fiscal December 31, 2025 year-end, with early adoption permitted. We are assessing the impact of this guidance on our disclosures; it will not have an impact on our results of operations, cash flows, or financial condition. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN 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 $ 45 million as of December 31, 2023 ● Accumulated deficit of $ 113.9 million as of December 31, 2023 ● Multiple years of losses from operations ● Year over year decrease in sales ● Noncompliance with certain debt covenants Management Evaluation Management considers the conditions outlined above as the most significant factors in raising substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management’s Plans to Mitigate and Alleviate Conditions or Events ● Management is evaluating operating expenses and is developing a plan to reduce expenditures without negatively impacting current operations. ● Management has placed a strategic focus on increasing sales with prime customers. ● Sales efforts are focused on the most profitable product lines. ● Blue Star - The Company’s total accounts payable due to Blue Star as of December 31, 2023, was approximately $ 42 million. Blue Star is an unsecured creditor, financing a substantial amount the Company’s supply chain demand. Management believes that Blue Star will continue supplying the Company with preferable credit terms. Blue Star has agreed to the annual interest rate of 5 % on invoices that are past due. 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 five years. ● Management finalized a new line of credit with an additional financial institution. ● In October 2023 management finalized an equity raise which resulted in $ 2.5 million in net cash received from investors. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITIONS | NOTE 4 – BUSINESS ACQUISITIONS 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. Pursuant to the Dangot Share Purchase Agreement, Omniq Technologies agreed to purchase 51 %, or 5,100 shares, of the capital stock of Dangot Computers Ltd., an Israel company (“Dangot”), from Dangot’s sole shareholder, Haim Dangot, for consideration equivalent to 23,740,500 NIS (New Israeli Shekel), which equaled US $ 7.6 million (the “Closing Consideration”), based on the exchange rate at the date of acquisition. The Closing Consideration was paid on July 8, 2021 in the following manner: (a) the Company issued 220,103 shares of its common stock having a share value of $ 2,084 thousand and (b) cash in the amount of $ 5,058 thousand, and (c) $ 600 thousand payable to owner. Haim Dangot also granted Omniq Technologies an irrevocable option to purchase the remaining 4,900 shares, or 49 %, of Dangot’s capital stock (the “Dangot Option”) in the 12-month period following the closing date (the “Dangot Option Period”) at a share purchase price of 465,500 NIS, which equaled US $ 143 thousand, per each 1 % of Dangot’s remaining shares on a fully diluted basis which is the same valuation per share as the purchase price for the 51 %. 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 thousand to 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 thousand to purchase the additional shares. The Company utilized its working capital and a combination of short- and long-term loans. The following table summarizes the consideration given and the purchase price allocation: SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED 0 Purchase Price Consideration (in thousands) Total Consideration Cash payments $ 5,058 Accrued payable to owner 600 Fair value of stock issued (220,103 shares) 2,084 Debt assumed 5,310 Total consideration $ 13,052 Cash $ 666 Accounts receivable 13,470 Inventory 4,616 Other assets 5,392 Property and equipment 638 Goodwill 1,758 Trade name 1,893 Customer relationship 3,139 Other intangible assets 899 Assets acquired $ 32,471 Current liabilities assumed (12,911 ) Non-controlling interest (6,508 ) Net assets acquired $ 13,052 |
CONTRACTS WITH CUSTOMERS
CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACTS WITH CUSTOMERS | NOTE 5 – CONTRACTS WITH CUSTOMERS The balance of deferred revenues is included in other current and long-term liabilities on the balance sheet. The following table summarizes changes in deferred revenue as of December 31: SCHEDULE OF DEFERRED REVENUE 2023 2022 Beginning balance $ 1,393 $ 2,101 Less amounts recognized during the year (945 ) (711 ) Add new deferred revenue 1,827 3 Ending Balance $ 2,275 $ 1,393 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 6 – ACCOUNTS RECEIVABLE Accounts receivable consisted of the following as of December 31: SCHEDULE OF ACCOUNTS RECEIVABLE In thousands 2023 2022 Trade accounts receivable $ 19,155 $ 24,348 Less allowance for doubtful accounts (501 ) (455 ) Total accounts receivable (net) $ 18,654 $ 23,893 Accounts receivable as of December 31, 2023 and 2022 are made up of trade receivables due from customers in the ordinary course of business. No customer accounted for more than 10 % of the balance of accounts receivable for either period. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 7 – INVENTORY Inventory consisted of the following as of December 31: SCHEDULE OF INVENTORY In thousands 2023 2022 Raw materials $ 457 $ 649 Inventory in transit 737 2,004 Finished goods 5,072 6,350 Less allowance for obsolescence (238 ) (277 ) Total inventories $ 6,028 $ 8,726 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8 – PROPERTY AND EQUIPMENT The following is a summary of the components of property and equipment as of December 31: SCHEDULE OF PROPERTY AND EQUIPMENT In thousands 2023 2022 Manufacturing and lab equipment $ 673 $ 98 Leasehold improvements 647 521 Software and computer equipment 429 987 Furniture and equipment 232 236 Vehicle 251 274 Property and equipment, Gross Less: accumulated depreciation (1,166 ) (1,030 ) Property and equipment, Net $ 1,066 $ 1,086 Depreciation expense for the years ended December 31, 2023 and 2022 was approximately $ 464 thousand and $ 324 thousand, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 9 – GOODWILL AND INTANGIBLE ASSETS Impairment of Goodwill 14.7 million. Accumulated impairment of goodwill for the years ended December 31, 2023 and 2022 was $ 14.7 million and $ 0 , respectively. Identifiable intangible assets are stated at cost, net of accumulated amortization. The assets are being amortized on the straight-line method over the estimated useful lives ranging from 3 to 11 years. Amortization expense for the years ended December 31, 2023 and 2022 was $ 1.6 million and $ 1.8 million, respectively Goodwill assets consisted of the following as of December 31: SCHEDULE OF GOODWILL ASSETS CONSISTED In thousands 2023 2022 Goodwill balance, beginning of year $ 16,542 $ 16,453 Impairment loss (14,686 ) - Effective foreign exchange rates (68 ) 89 Goodwill balance, end of year $ 1,788 $ 16,542 Intangible assets consisted of the following as of December 31: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS In thousands 2023 2022 Trade names 6,227 6,284 Customer relationships 15,591 15,729 Other intangibles 2,173 2,216 Accumulated amortization (18,333 ) (16,761 ) Intangibles, net $ 5,658 $ 7,468 The future amortization expense on the trade names, customer relationships, and other intangibles are as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE In thousands Years ending December 31, 2024 $ 942 2025 776 2026 776 2027 776 2028 659 Thereafter 1,729 Total $ 5,658 Goodwill is not amortized but is evaluated for impairment annually or when indicators of a potential impairment are present. The impairment testing of goodwill is performed separately from our impairment testing of intangibles. The annual evaluation for impairment of goodwill and intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. None of the goodwill is deductible for income tax purposes. Purchased intangible assets with finite useful lives are amortized over their respective estimated useful lives (using an accelerated method for customer relationships and trade names) to their estimated residual values, if any. The Company’s finite-lived intangible assets consist of customer relationships, contractor and resume databases, trade names, and internal use software and are being amortized over periods ranging from two to nine years . Purchased intangible assets are reviewed annually to determine if facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, recoverability is assessed by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the rate of amortization is accelerated, and the remaining carrying value is amortized over the new shorter useful life. No impairments were identified or changes to estimated useful lives have been recorded as of December 31, 2023 and 2022. |
CREDIT FACILITIES AND LINE OF C
CREDIT FACILITIES AND LINE OF CREDIT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITIES AND LINE OF CREDIT | NOTE 10 – CREDIT FACILITIES AND LINE OF CREDIT We maintain operating lines of credit, factoring, and revolving credit facilities with banks and finance companies to provide 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 a credit facility, whereby we could obtain short-term financing by selling and assigning acceptable accounts receivables to BridgeBank. Gross proceeds received during the years ended December 31, 2023 and 2022 were $ 35 million and $ 50 million, respectively. This agreement was terminated in 2023. The annual interest rate with respect to the daily average balance of unpaid advances outstanding under the BFA (computed on a monthly basis) was 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 was collateralized with a senior security interest in certain assets of the Company. The BFA included customary representations and warranties and default provisions for transactions of this type. |
RELATED PARTY NOTES PAYABLE
RELATED PARTY NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Notes Payable | |
RELATED PARTY NOTES PAYABLE | NOTE 11 – RELATED PARTY NOTES PAYABLE Related party notes payable, consisted of the following as of December 31: SCHEDULE OF NOTES PAYABLE, RELATED PARTIES 2023 2022 In thousands Note payable – Marin $ - $ 180 Note payable – Thomet - 113 Total notes payable, related parties $ - $ 293 The remaining balances were paid in full during the year ended December 31, 2023. For the years ended December 31, 2023 and 2022, the Company recorded interest expense in connection with these notes in the amount of $ 1 thousand and $ 8 thousand, respectively. Note Payable – Marin In December 2017, we entered into a $ 660 thousand, 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 was payable in 60 monthly principal payments of $ 20 thousand beginning in October 2018. Accrued interest payable as of December 31, 2023 and 2022, was $ 73 thousand and $ 72 thousand, respectively. Accrued interest was payable at maturity. Note Payable – Thomet In December 2017, we entered into a $ 750 thousand, zero percent annual interest rate note payable (the “Thomet Note”) with an individual from whom we previously acquired his company (in 2014). The Thomet Note was payable in 60 monthly principal payments of $ 13 thousand beginning in October 2018. |
OTHER NOTES PAYABLE
OTHER NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
OTHER NOTES PAYABLE | NOTE 12 – OTHER NOTES PAYABLE Other notes payable consists of the following as of December 31, SCHEDULE OF OTHER NOTES PAYABLE In thousands 2023 2022 Notes Payable - other $ 10,461 $ 11,627 Less current portion (10,196 ) (11,572 ) Long Term Notes Payable $ 265 $ 55 Future maturities of notes payable are as follows for the years ending December 31, 2023: SCHEDULE OF FUTURE MATURITIES OF NOTE PAYABLE In thousands 2024 $ 10,196 2025 265 Total $ 10,461 Other Notes Payable On July 29, 2021, the Company entered into a long-term loan from Leumi Bank totaling NIS 7 million, which at the time was approximately $ 2.16 million. The note accrues interest at the Israeli Prime Rate plus 4.5 % which currently equals 8.25 % per annum and is payable in 8 instalments of principal and interest over 4 years . The note is secured by shares of Dangot Computers, Ltd On August 11, 2021, the Company purchased vehicles using cash and financing of NIS 500 thousand, approximately $ 155 thousand, to be paid off in monthly interest and principal payments over 5 years . The loan accrues interest at 7.5 % per annum and is secured by the vehicles. On September 13, 2022, the Company entered into a long-term loan from Hapoalim Bank totaling NIS 3 million, approximately US $ 0.9 million. The note accrues interest at 7.5 % per annum and is payable in 36 instalments of principal and interest over 3 years. During the year ended December 31, 2023, the Company entered into a short-term loan Hapoalim Bank totaling NIS 5.5 million, approximately US $ 1.5 million. The note accrues interest at 7.3 % per annum. During the year ended December 31, 2023, the Company entered into a short-term loan from Bank Leumi totaling NIS 21.5 million, approximately US $ 5.9 million. The note accrues interest at 7.6 % per annum. On September 21, 2023, the Company entered into a long-term loan from Tzameret Mimunim totaling 1.5 M NIS, approximately US $ 393 thousand. The note accrues interest at the Israeli Prime Rate plus 3.5 % which currently equals 9.75 % per annum and is payable in 36 monthly installments. As of December 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES Profit Sharing Plan We maintain a contributory profit-sharing plan covering substantially all full-time employees within the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). In 2016, the Safe Harbor element was removed from the plan, so the employer may make a discretionary matching contribution equal to a uniform percentage or dollar amount of participants’ elective deferrals for each Plan Year. The plan also includes a 401(k)-savings plan feature that allows substantially all employees to make voluntary contributions and provides for discretionary matching contributions determined annually by the Board of Directors. For the years ending December 31, 2023 and 2022, the company has elected to match; the total expense was $ 109 thousand and $ 122 thousand, respectively. Operating Leases As of December 31, 2023, we had 5 Operating leases as follows: ● Office space in Salt Lake City UT with monthly payments of $ 24 thousand. As of December 31, 2023, the Company had 32 months remaining on the lease. ● Office space in Anaheim, CA with monthly payments of $ 4 thousand. As of December 31, 2023, the Company had 27 months remaining on the lease. ● Dangot’s corporate offices are currently located at Yad Harutzim 14 Tel-Aviv, Israel. The main corporate office, Yad Harutzim 14, serves as the company’s main building on the 2nd and 3rd floors, used by the management and most of the sales staff, technicians, etc. The corporate office annual lease expense is NIS 784,380 . As of December 31, 2023, the Company had 11 months remaining on the lease. ● We lease office space (Gamdan- 1st floor) for our finance and service department at Yad Harutzim 14 Tel-Aviv, Israel. The lease provides for monthly payments of NIS 18,814 . As of December 31, 2023, the Company had 12 months remaining on the lease. ● We lease office and warehouse space for our products and technical support staff at Rival Street, Tel-Aviv, Israel. The lease provides for monthly payments of NIS 41,200 . AS of December 31, 2023, the Company had 18 months remaining on the lease. Other information related to our operating leases is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE In thousands ROU asset - January 1, 2022 $ 3,556 Amortization (1,000 ) Effective foreign exchange rates (256 ) Increase - ROU asset - December 31, 2022 2,300 Increase 1,164 Decrease (437 ) Effective foreign exchange rates (273) Amortization (892 ) ROU asset – December 31, 2023 $ 1,862 In thousands Lease liability – January 1, 2022 $ 3,607 Increase - Effective foreign exchange rates (261 ) Amortization (1,000 ) Lease liability – December 31, 2022 2,346 Increase 936 Decrease (661 ) Effective foreign exchange rates 179 Amortization (904 ) Lease liability - December 31, 2023 $ 1,896 As of December 31, 2023, our operating leases had a weighted average remaining lease term of 19.81 months and a weighted average discount rate of 6 %. The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2023: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES In thousands Year Minimum lease payments 2024 $ 990 2025 707 2026 379 Total 2,076 Less interest (180 ) Present value of future minimum lease payments 1,896 Less current obligations (885 ) Long term lease obligations $ 1,011 LITIGATION The Company was named a defendant in a case involving a former employee who claims he is owed approximately $ 60 thousand in unpaid commissions. This case was settled in February 2024. 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 government 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 beneficiary 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 14 – STOCKHOLDERS’ EQUITY PREFERRED STOCK Series A As of December 31, 2023 and 2022, there were 2,000,000 Series A preferred shares authorized and zero Series A preferred shares outstanding. The board of directors had previously set the voting rights for the preferred stock at 1 share of preferred to 13 common shares . Series B As of December 31, 2023 and 2022, there was one preferred share authorized and zero preferred shares outstanding. Series C As of December 31, 2023 and 2022, there were 3,000,000 Series C Preferred Shares (“Series C”) authorized with 502,000 and 544,500 issued and outstanding, respectively. The Series C shares have preferential rights above common shares and the Series B Preferred Shares, are entitled to receive a quarterly dividend at a rate of $ 0.06 per share per annum, and have a liquidation preference of $ 1 per share. Series C shares outstanding are convertible into common stock at the rate of 20 preferred shares to one share of common stock. As of December 31, 2023 and 2022, the accrued dividends on the Series C Preferred Stock was $ 181 thousand and $ 153 thousand, respectively. 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’s Board of Directors adopted an Equity Incentive Plan (the “Plan”), as an incentive to retain and attract new employees, directors, officers, consultants, advisors and employees to the Company. Pursuant to the Plan, 1,118,856 shares of the Company’s common stock, par value $ 0.001 (the “Shares”), were set aside and reserved for issuance. The Plan was approved by our stockholders at the December 2021, shareholders’ meeting. On February 25, 2022, the Company granted 792,500 stock options. These options were granted to employees as part of the Plan. On October 23, 2022 19,000 stock options were granted to employees as part of the Plan. No shares were issued under the Plan in 2023. In December 2015, our Board of Directors approved the OMNIQ’s Employee Stock Purchase Plan (the “ESPP”). For the years ending December 31, 2023 and 2022, employees purchased 14,838 ($ 31 thousand) shares and 7,025 ($ 37 thousand) shares of commons stock. On October 5, 2023, OmniQ Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC, as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 2,775,000 shares of the Company’s common stock, par value $ 0.001 per share, at a price to the public of $ 1.00 per share (the “Underwritten Shares”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase 225,000 shares of the Company’s common stock at a price to the public of $ 0.999 per Pre-Funded Warrant. Under the terms of the Underwriting Agreement, the Underwriters have agreed to purchase the Underwritten Shares from the Company at a price of $ 1.00 per share and the Pre-Funded Warrants at a price of $ 0.999 per Pre-Funded Warrant. The Company also granted the Underwriters an option exercisable for 45 days from the date of the Underwriting Agreement to purchase up to an additional 450,000 shares of common stock solely for the purpose of covering over-allotments (together with the Underwritten Shares, the “Shares”). All of the Shares and Pre-Funded Warrants in the Offering are being sold by the Company. The Company also issued warrants to the Representative (the “Representative’s Warrants”), exercisable to purchase 140,000 shares of common stock, at an exercise price of $ 1.25 per share. The gross proceeds from the Offering were approximately $ 3.0 million before deducting underwriting discounts and commissions and other offering expenses payable by the Company and assuming no exercise of the Underwriters’ option to purchase additional shares. Warrants and Stock Options The valuation assumptions used to determine the fair value of each option and warrant awarded during the year ended December 31, 2023 are as follows: expected stock price volatility 126.44 %, expected term in years 3.25 , and risk-free interest rate 4.73 %. The estimated fair value of the warrants were $ .55 . The valuation assumptions used to determine the fair value of each option and warrant awarded during the year ended December 31, 2022 are as follows: expected stock price volatility ranged from 104.33 % to 126.44 %, expected term in years 3.25 , and risk-free interest rate ranged from 1.76 % to 4.52 %. No warrants were exercised during the years ended December 31, 2023 or 2022. The following table summarizes information about warrants granted during the years ended December 31: SCHEDULE OF WARRANTS ACTIVITY 2023 2022 Number of Weighted Average Number of Weighted Average Balance, beginning of year 1,481,734 $ 7.34 1,378,929 $ 7.40 Warrants granted 225,000 1.00 112,805 6.59 Warrants expired (100,000 ) 10.00 (10,000 ) 8.00 Warrants exercised - - - - Balance, end of year 1,606,734 6.28 1,481,734 7.34 Exercisable warrants 1,359,234 $ 7.16 1,424,234 $ 7.38 Outstanding warrants as of December 31, 2023 are as follows: SCHEDULE OF OUTSTANDING WARRANTS Range of Exercise Prices Weighted Average Residual Life Span (in years) Outstanding Warrants Weighted Average Exercise Price Exercisable Warrants Weighted Average Exercise Price 1.00 4.78 225,000 $ 1.00 - $ 1.00 5.91 3.33 40,000 5.91 25,000 5.91 6.95 3.23 42,805 6.95 42,805 6.95 7.00 1.62 877,500 7.00 870,000 7.00 7.50 2.68 250,000 7.50 250,000 7.50 7.70 3.52 171,429 7.70 171,429 7.70 1.00 to 10.00 2.68 1,606,734 $ 6.28 1,359,234 $ 7.16 Warrants outstanding have the following expiry date and exercise prices as of the years ended December 31: SCHEDULE OF WARRANTS OUTSTANDING, EXPIRY DATE AND EXERCISE PRICES Expiry Date Exercise Prices 2023 2022 May 18, 2023 10.00 - 50,000 October 14, 2023 10.00 - 50,000 October 06, 2024 7.00 847,500 847,500 September 01, 2025 7.50 83,334 83,334 June 04, 2026 7.50 83,333 83,333 July 7, 2026 7.70 171,429 171,429 December 04, 2027 7.50 83,333 83,333 March 25, 2027 6.95 42,805 42,805 May 1, 2027 7.00 30,000 30,000 May 1, 2027 5.91 40,000 40,000 October 11, 2028 1.00 225,000 - 1,606,734 1,481,734 We have a stock option plan whereby the Board of Directors may grant directors, officers, employees, or consultants of the Company options to acquire common shares. The Board of Directors has the authority to determine the terms, limits, restrictions and conditions, interpret the plan, and make all decisions relating thereto. The current plan was adopted by the board of directors in December 2021 with a maximum of 1,118,856 shares to be issued. The option exercise price is established by the Board of Directors and may not be lower than the market price of the common shares at the time of grant. The options may be exercised during the option period determined by the Board of Directors, which may vary, but will not exceed ten years from the date of the grant. For options exercised during the year ended December 31, 2023, the difference between the fair value of the Common Stock issued and the respective exercise price was $ 373 thousand. As of December 31, 2023, the intrinsic value for vested stock options was $ 0 . For options exercised during the year ended December 31, 2022, the difference between the fair value of the Common Stock issued and the respective exercise price was $ 369 thousand. As of December 31, 2022, the intrinsic value for vested stock options was $ 477 thousand. As of December 31, 2023 the total compensation cost related to nonvested awards not yet recognized was $ 355 thousand. The weighted average period over which it is expected to be recognized is 2 months. Stock Options SCHEDULE OF STOCK OPTIONS GRANTED 2023 2022 Number of Weighted Average Number of Weighted Average Balance, beginning of year 2,190,583 $ 5.00 1,559,300 $ 4.58 Stock options granted - - 841,500 - Stock options expired (287,750 ) - - - Stock options cancelled, forfeited (208,574 ) - (9,000 ) - Stock options exercised (235,426 ) - (201,217 ) - Balance, end of year 1,458,833 4.97 2,190,583 5.00 Exercisable stock options 1,354,896 $ 4.94 1,420,312 $ 4.96 Stock options outstanding at the end of the year have the following expiry date and exercise prices as of December 31, SCHEDULE OF STOCK OPTIONS, EXPIRY DATE AND EXERCISE PRICES Expiry Date Exercise Prices 2023 2022 February 28, 2023 5.00 - 20,000 March 05, 2023 2.40 - 242,000 July 31, 2023 5.00 - 127,500 October 31, 2023 4.40 - 10,000 November 30, 2023 5.40 - 120,250 November 20, 2024 10.00 - 125,000 April 20, 2025 4.20 10,000 10,000 March 1, 2027 5.14 563,500 648,500 March 1, 2027 5.65 140,000 140,000 May 1, 2027 5.90 30,000 30,000 October 31, 2027 5.98 17,000 19,000 September 30, 2030 4.40 318,333 318,333 September 30, 2030 4.84 380,000 380,000 1,458,833 2,190,583 We recorded stock compensation expense relating to the vesting of stock options and warrants as follows for the years ended December 31, SCHEDULE OF STOCK COMPENSATION EXPENSE 2023 2022 In thousands Stock Compensation $ 273 $ 1,321 Stock Option vesting 1,682 1,852 Total $ 1,955 $ 3,173 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15 – RELATED PARTY TRANSACTIONS In February 2020 we amended the consulting agreement with Mr. Carlos J. Nissensohn, a principal shareholder of the Company and a family member of a director and former officer of the Company. The terms and condition of the contract are as follows: ● Monthly Fee: a monthly fee of $ 30,000 . ● Debt Financing Fee: If the Company procures debt financing during the term of this Agreement and without any equity component, then the Consultant, who shall have coordinated the transaction through which the Company procured the debt financing, shall be entitled to 5% of the gross funds raised; however if the Company is required to pay a success fee to another external entity, the Consultant shall be entitled to only 3% of the gross funds raised. Consultant’s right to receive such fee shall remain in force for a period of 24 months immediately following the termination of this Agreement. ● Equity Financing Fee: If the Company procures equity financing in an amount equal to or greater than $2,000,000 during the term of this Agreement, then the Consultant shall be entitled to a success fee of $60,000 upon the Company’s receipt of at least $2,000,000. Consultant’s right to receive such fee shall remain in force for a period of 24 months immediately following the termination of this Agreement. If the Company procures equity financing in an amount equal to or greater than $4,000,000 during the term of this Agreement, then the Consultant shall be entitled to a success fee of $180,000 upon the Company’s receipt of at least $4,000,000. Consultant’s right to receive such fee shall remain in force for a period of 24 months immediately following the termination of this Agreement. If the Company procures equity financing in an amount equal to or greater than $6,000,000 during the term of this Agreement, then the Consultant shall be entitled to a success fee to be determined by the Board of Directors but not less than $250,000 upon the Company’s receipt of at least $6,000,000. Consultant’s right to receive such fee shall remain in force for a period of 24 months immediately following the termination of this Agreement. ● Uplisting to National Exchange. If the Consultant assists in the planning and monitoring of a successful listing or offering of securities by the Company, or any subsidiary thereof, on the NASDAQ or New York Stock Exchange markets and such a listing or offering shall be consummated within 24 months as of the date hereof, then the Consultant shall be entitled to a $ 80,000 onetime payment which shall be paid on the 1st day that the OMNIQ shares become traded on such national exchange. ● M&A Fee: ○ If the Company closes any M&A transaction with a third party target during the term of this Agreement, then the Consultant shall be entitled to a success fee in the amount equal to five percent ( 5 %) of the total transaction price, in any combination of cash and shares to be determined by OMNIQ, to be paid to the Consultant within two (2) weeks of the closing of such transaction. In the event an external entity is entitled to a success fee from the same M&A transaction, the Consultant’s fee shall be reduced to no less than two and one-half percent ( 2.5 %) and such amount reduced from Consultant’s fee shall be reallocated to the fee due to such external entity. ○ If the Company closes any M&A transaction in which it is the acquired company, then the Consultant shall be entitled to a success fee in the amount equal to two percent ( 2 %) of the total transaction price, in any combination of cash and shares to be determined by the Company, to be paid to the Consultant within two (2) weeks of the closing of such transaction. ○ The fees described in this Section 2(e) shall also apply to any M&A transaction that closes after the term of this Agreement but which the Consultant substantially contributed to prior to the termination of this Agreement. ● Foreign Sales Fee: Consultant shall be entitled to a fee equal to five percent ( 5 %) of the year-to-year growth in the Company’s foreign sales of its products and services during the term of the Agreement. Such fee shall be paid within a reasonable time after the end of each fiscal year. If this Agreement is terminated prior to the end of a fiscal year, then the Consultant shall be entitled to receive a pro-rated amount of the sales growth realized by the Company that year. |
CONCENTRATION AND GEOGRAPHIC DA
CONCENTRATION AND GEOGRAPHIC DATA | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION AND GEOGRAPHIC DATA | NOTE 16 – CONCENTRATION AND GEOGRAPHIC DATA For the year ended December 31, 2023, no customer accounted for more than 10 % of the Company’s revenues. For the year ended December 31, 2022, one customer accounted for 30 % of the Company’s revenues. Information about Geographic Areas Revenues by geography are based on the shipping addresses of our customers. The following tables set forth revenues by geographic area for the years ended December 31, SCHEDULE OF REVENUES BY GEOGRAPHIC AREA In thousands 2023 2022 Revenues: United States $ 33,666 $ 49,236 Israel 35,804 42,217 Russia 9,215 - Rest of the world 2,508 9,305 Total revenues $ 81,193 $ 100,758 The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in the countries in which the Company operates. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds, export duties, quotas and embargoes, domestic and international customs and tariffs, changing taxation policies, foreign exchange restrictions, political conditions, and governmental regulations. We are closely monitoring developments in the war between Israel and Hamas that began on October 7, 2023 including potential impacts to The Companies business, customers, suppliers, employees, and operations in Israel, the Middle East and elsewhere. At this time, impacts to The Company are expected to be minimal but is subject to change given the volatile nature of the situation. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 17 – INCOME TAX For the year ended December 31, 2023, the Company has $ 741 thousand of current income tax expense (US State & Local and Foreign) and $ 221 thousand deferred income tax benefit. The tax effect of temporary differences that give rise to deferred tax assets and deferred tax liabilities are as follows as of December 31, SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES In thousands Deferred tax assets 2023 2022 Reserves and deferred revenue $ 1,213 $ 411 163(j) Limitation 3,165 2,260 Foreign deferred tax assets 356 135 Net operating loss 10,731 8,353 Total gross deferred tax assets 15,465 11,158 Less: Valuation Allowance (14,947 ) (10,890 ) Net deferred tax assets 518 269 Deferred tax liabilities Depreciation (162 ) (134 ) Total deferred tax liabilities (162 ) (134 ) Net deferred tax assets $ 356 $ 135 Components of net deferred tax assets, including a valuation allowance, are as follows as of December 31: SCHEDULE OF DEFERRED TAX ASSETS AND VALUATION ALLOWANCES 2023 2022 Net deferred tax assets $ 15,303 $ 11,025 Valuation allowance (14,947 ) (10,890 ) Total deferred tax assets $ 356 $ 135 The valuation allowance for deferred tax assets as of December 31, 2023 and 2022 was $ 14.9 million and $ 10.9 million, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Management has recorded a 100% valuation allowance, against its U.S. net deferred tax assets, since Management believes it is more likely than not that it will not be realized at the date of this statement. The Company will continue to monitor the potential utilization of this asset. Should factors and evidence change to aid in this assessment, a potential adjustment to the valuation allowance in future periods may occur. The Company records any penalties and interest as a component of operating expenses. The reconciliation between statutory rate and effective rate is as follows as of December 31,: SCHEDULE OF RECONCILIATION OF STATUTORY RATE AND EFFECTIVE TAX RATE 2023 2022 Federal statutory tax rate 21.00 % 21.00 % State taxes (.03 )% (0.07 )% Foreign income taxes (5.79 )% (4.45 )% Change in valuation allowance (6.66 )% (16.13 )% Return to provision adjustments (0.00 )% (.03 )% Goodwill amortization (10.31 )% (.76 )% Effective tax rate (1.79 )% (.44 )% The Company reported no uncertain tax liability as of December 31, 2023 and expects no significant change to the uncertain tax liability over the next twelve months. The Company’s 2020, 2021, 2022, and 2023 federal and state income tax returns are open for examination by the applicable governmental authorities. As of December 31, 2023, the Company had a net operating loss (NOL) carryforward of approximately $ 43.8 million. A portion of the NOL carryforward begins to expire in 2028. Under Section 382 of the Internal Revenue Code of 1986, as amended (“IRC Section 382”), a corporation that undergoes an “ownership change” is subject to limitations on its use of pre-change NOL carryforwards to offset future taxable income. Within the meaning of IRC Section 382, an “ownership change” occurs when the aggregate stock ownership of certain stockholders (generally 5% shareholders, applying certain look-through rules and aggregation rules which combine unrelated shareholders that do not individually own 5% or more of the corporation’s stock into one or more “public groups” that may be treated as 5-percent shareholder) increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (generally three years). In general, the annual use limitation equals the aggregate value of common stock at the time of the ownership change multiplied by a specified tax-exempt interest rate. The Company has not completed a study as to whether there is a 382 limitation on its NOLs that will limit or possibly eliminate the use of its NOLs in the future. Company’s Management has recorded a 100% valuation allowance on the entire NOL as it believes that it is more likely than not that the deferred tax asset associated with the NOLs will not be realized regardless of whether or not an “ownership change” has occurred. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS On January 18, 2024, the Company’s wholly owned subsidiary, Quest Marketing, Inc. (“Quest”) entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Prestige Capital Finance, LLC (“Prestige”), in which Quest has sold, transferred and assigned all of its rights, title and interest to specific accounts receivable owed to Quest. The maximum outstanding balance of Quest to Prestige shall be $ 7.5 million. In addition, Prestige’s purchase from Quest shall be at a discount. The discount shall be based on the number of days an account is outstanding. The discount fee shall be as follows: If paid within 30 days a discount fee of 1.50% plus an additional .50% for each 10-day period thereafter up to a maximum of 90 days. On January 30, 2024, OMNIQ Corp. (the “Company’), its wholly owned subsidiary, Dangot Computers Ltd. (“Dangot”), CodeBlocks Ltd. (CodeBlocks”). and CodeBlock’s owners, Alina Lifshits and Erez Attia entered into a Share Purchase Agreement (the “Purchase Agreement”) pursuant to which Dangot, acquired all of the capital stock of CodeBlocks in exchange for NIS 4,666,664 (approximately US $ 1,275,044 based on today’s exchange rate). The consideration is payable in seven equal installments with the final payment due on January 11, 2025. The purchase Agreement closed on February 1, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation Our consolidated financial statements include the financial position and results of operations of OMNIQ Corp. and its wholly owned subsidiaries: Quest Marketing, Inc., HTS Image Processing, Inc., OmniQ Vision Inc., HTS Image Ltd., OmniQ Technologies Ltd., and Dangot Computers Ltd. All significant intercompany accounts and transactions have been eliminated in these consolidated financial statements. Business combinations are included in the consolidated financial statements from their respective dates of acquisition. |
Use of Estimates | Use of Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. These assumptions and estimates could have a material effect on our consolidated financial statements. Actual results may differ materially from those estimates. We review our estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause us to revise these estimates. |
Cash | Cash Cash consists of petty cash, checking, savings, and money market accounts. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. |
Accounts Receivable | Accounts Receivable We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) Accounting Standards Codification Topic 326, Credit Losses (Topic 326 Pursuant to Topic 326 for our accounts receivables, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss-rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. We perform credit evaluations of customers and establish credit limits based on reviews of our customers’ current credit information and payment histories. We believe our credit risk is somewhat mitigated by our geographically diverse customer base and our credit evaluation procedures. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts. |
Inventory | Inventory Substantially all inventory consists of raw materials and finished goods and are valued at the lower of historic cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. Historic inventory costs are calculated on a first-in, first-out basis or specific cost. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives. Ordinary repair and maintenance costs are included in sales, general and administrative (“SG&A”) expenses on our consolidated statements of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net. We periodically evaluate the appropriateness of remaining depreciable lives assigned to property and equipment. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or the remaining term of the lease, whichever is shorter. Generally, we assign the following estimated useful lives to these categories: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Category Estimated Useful Life Furniture and fixtures 5 to 7 years Computer equipment 3 to 5 years Office equipment 3 to 10 years Software 3 years Leasehold improvements 15 years Vehicles 5 years |
Definite-lived Intangible Assets | Definite-lived Intangible Assets The Company periodically evaluates the carrying value of definite-lived intangibles when events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important which could trigger an impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of its use of acquired assets or its overall business strategy, and significant industry or economic trends. The Company amortizes definite-lived intangible assets on a straight-line basis over their useful lives. The Company recorded no impairment loss for definite-lived intangible assets during the years ended December 31, 2023 and 2022. When the Company determines that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators, the Company determines the recoverability by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate and recognizes an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the asset. If the Company’s revenues or other estimated operating results are not achieved at or above our forecasted level, and the Company is unable to recover such costs through price increases, the carrying value of certain of the Company’s intangible assets may prove to be unrecoverable and we may incur impairment charges of definitive-live intangible assets. Definite-lived intangible assets are stated at cost, net of accumulated amortization. The assets are being amortized on the straight-line method over useful lives ranging from 3 to 11 years with a remaining weighted average lifespan of 7.1 years. |
Indefinite-lived Intangible Assets, Including Goodwill | Indefinite-lived Intangible Assets, Including Goodwill Indefinite-lived intangible assets, including goodwill, are not amortized but are required to be reviewed for impairment at least annually or when events or circumstances indicate that carrying value may exceed fair value. The Company is permitted the option to first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the fair value of the Company’s reporting unit is less than its corresponding carrying value. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its corresponding carrying value then the Company is not required to take further action. However, if the Company concludes otherwise, then the Company must calculate the fair value of the reporting unit and compare it with its carrying amount, including Indefinite-lived intangible assets and recognize impairment equal to the difference between the carrying amount of the reporting unit and its fair value, considering the related income tax effect from any tax-deductible goodwill. |
Accounts Payable | Accounts Payable Accounts payable are made up of payables due to vendors in the ordinary course of business as of December 31, 2023 and 2022. Two vendors made up 38 % and one vendor made up 48 % of our purchases during the year ended December 31, 2023 and 2022, respectively. |
Leases | Leases We determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset, and we have the right to control the asset for a period of time in exchange for consideration. Lease arrangements can take several forms. Some arrangements are clearly within the scope of lease accounting, such as a real estate contract that provides an explicit contractual right to use a building for a specified period of time in exchange for consideration. However, the right to use an asset can also be conveyed through arrangements that are not leases in form, such as leases embedded within service and supply contracts. We analyze all arrangements with potential embedded leases to determine if an identified asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset. Our lease portfolio is substantially comprised of operating leases related to leases of real estate. From time to time, we may also lease various types of small equipment and vehicles. Operating lease right-of-use (“ROU”) assets represent our right to use an individual asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide the lessor’s implicit rate, we use our incremental borrowing rate (“IBR”) at the commencement date in determining the present value of lease payments by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the lease. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. Our leases can include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when such renewal options and/or termination options are reasonably certain of exercise. An ROU asset is subject to the same impairment guidance as assets categorized as property and equipment. As such, any impairment loss on ROU assets is presented in the same manner as an impairment loss recognized on other long-lived assets. A lease modification is a change to the terms and conditions of a contract that change the scope or consideration of a lease. For example, a change to the terms and conditions to the contract that adds or terminates the right to use one or more underlying assets, or extends or shortens the contractual lease term, is a modification. Depending on facts and circumstances, a lease modification may be accounted as either: (1) the original lease plus the lease of a separate asset(s) or (2) a modified lease. A lease will be remeasured if there are changes to the lease contract that do not give rise to a separate lease. |
Revenue Recognition | Revenue Recognition We determine revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, a performance obligation is satisfied. We combine contracts with the same customer into a single contract for accounting purposes when the contracts are entered into at or near the same time and the contracts are negotiated as a single commercial package, consideration in one contract depends on the other contract, or the services are considered a single performance obligation. Our contracts are typically governed by a customer purchase order or work order. The contract generally specifies the delivery of what constitutes a single performance obligation. If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers. As discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. We do not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue. A contract liability is recognized as deferred revenue when we invoice customers, or receive customer cash payments, in advance of satisfying the related performance obligation(s) under the terms of a contract. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation. We have four main revenue streams: (1) Hardware sales, (2) Hardware installation/configuration, (3) Hardware service contracts, and (4) Third-party software sales. For all these revenue streams, our performance obligations are satisfied at a point in time, and therefore, revenue is recognized at point in time when a customer takes control of the good or asset created by the service. Factors that may indicate transfer of control are when we have the right to receive payment for the good or service, when the legal title of the asset as been transferred, physical possession of the asset has been transferred, the customer obtains the significant risks and rewards of ownership of the asset, and the customer accepts the asset. For some customers, control is transferred when the customer, or the customer’s courier, picks up the hardware from our warehouse. For other customers, control is transferred upon delivery. For hardware sales which also include installation and/or configuration as a single performance obligation, control is transferred only when the hardware is delivered and installed/configured. For hardware service contracts and for third-party software sales, the Company acts as the agent in the transaction, and thus recognizes revenue on a net basis at a point in time when the transaction has been facilitated. We leverage drop-ship shipments with many of our partners and suppliers to deliver hardware to our customers without having to physically hold the inventory at our warehouses, thereby increasing efficiency and reducing costs. We recognize revenue for drop-ship arrangements on a gross basis as the principal in the transaction when the product is received by the customer because we control the product prior to transfer to the customer. We also assume primary responsibility for the fulfillment in the arrangement, we assume inventory risk if something were to happen to the hardware during shipping, we set the price of the product charged to the customer, we assume credit risk for nonpayment by our customer, and we work closely with customers to determine their hardware specifications. Management reviews historical returns on at least an annual basis to determine the need for an allowance for sales returns. Historically, sales returns have been extremely limited, with the effect on the financial statements immaterial. Sales returns during any particular year are so small and so infrequent that management determined that any material reserve against sales returns would likely not be appropriate. |
Stock-Based Compensation | Stock-Based Compensation We periodically issue stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by Financial Accounting Standards Board (the “FASB”) where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. We record stock-based compensation expense according to the provisions of ASC Topic 718, Compensation – Stock Compensation (“Topic 718”). Topic 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Under the provisions of Topic 718, the Company determines the appropriate fair value model to be used for valuing share-based payments and the amortization method for compensation cost. The fair value of each stock option grant and warrant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company estimates the expected volatility and expected option life consistent with Topic 718. The expected volatility of the Company’s common stock at the date of grant is estimated based on a historic volatility rate and the expected option life is calculated based on historical stock options as the best estimate of future exercise patterns. The dividend yield assumption is based on historical and anticipated dividend payouts. The risk-free interest rate assumption is based on observed US treasury rates consistent with the expected life of each stock option grant. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. Compensation expense is recorded for all stock options expected to vest based on the amortization of the fair value at the date of grant on a straight-line basis primarily over the vesting period of the options. |
Advertising | Advertising The Company expenses marketing and advertising costs as incurred. During 2023 and 2022, the Company spent $ 379 thousand and $ 630 thousand, respectively, on marketing, trade show, and advertising. |
Foreign Currency Translation | Foreign Currency Translation Our consolidated financial statements are presented in U.S. dollars. The functional currency for the Company is U.S. dollars. Transactions in currencies other than the functional currency are recorded using the appropriate exchange rate at the time of the transaction. All our continuing operations are conducted in U.S. dollars except for subsidiaries located in Israel. The records of the Israeli operations were maintained in the local currency and translated to the reporting currency as follows: assets and liabilities are translated using the balance sheet period-end date exchange rate. Expenses and income are translated using the weighted average exchange rates for the reporting period. Foreign translation gains and losses are reported on the consolidated statement of operations and comprehensive loss and were included in the amount of loss from comprehensive income. The aggregate foreign currency transaction loss included in net income for the years ended December 31, 2023 and 2022 was $ 1 million, respectively. |
Income Taxes | Income Taxes We account for our income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets, liabilities, and income taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Income tax expense is based on reported earnings before income taxes. Our income is subject to taxation in both the U.S. and a foreign jurisdiction, Israel. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. The Company establishes reserves for income-tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when we believe positions do not meet the more-likely-than-not recognition threshold. We adjust uncertain tax liabilities in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of uncertain tax liabilities and changes in liabilities that are considered appropriate. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Our other comprehensive income (loss) is composed of foreign currency translation adjustments. |
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 years ended December 31, 2023 and December 31, 2022 were 8,412,494 and 7,576,434 , 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 as of December 31, 2023 and 2022, excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE 2023 2022 Options to purchase common stock 1,471,407 2,190,583 Warrants to purchase common stock 1,606,734 1,481,734 Potential shares excluded from diluted net loss per share 3,078,141 3,672,317 |
Reclassifications and Comparability | Reclassifications and Comparability Certain revenue and cost of goods sold amounts in the financial statements of the prior year have been reclassified to be presented on a net basis rather than a gross to conform to the current year’s presentation for comparative purposes. The total amount reclassified from cost of goods sold to revenue, as a reduction, was $1.8 million. This had no effect on total assets or net income. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities will measure credit losses for financial assets and certain other instruments that are not measured at fair value through net income. The new expected credit loss impairment model requires immediate recognition of estimated credit losses expected to occur. Additional disclosures are required regarding assumptions, models, and methods for estimating the credit losses. ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, deferred the effective date for non-public companies. The standard is effective for non-public companies for fiscal years beginning after December 15, 2022. We adopted these requirements as of January 1, 2023 with no material impact on our consolidated financial statements. 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. |
Recent Accounting Pronouncements not yet adopted | Recent Accounting Pronouncements not yet adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires retrospective disclosure of significant segment expenses and other segment items on an annual and interim basis. Additionally, it requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”). This ASU will be effective for the Company’s fiscal December 31, 2024 year-end and interim periods beginning in fiscal 2025, with early adoption permitted. We are assessing the impact of this guidance on our disclosures; it will not have an impact on our results of operations, cash flows, or financial condition. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. This ASU will be effective for the Company’s fiscal December 31, 2025 year-end, with early adoption permitted. We are assessing the impact of this guidance on our disclosures; it will not have an impact on our results of operations, cash flows, or financial condition. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Category Estimated Useful Life Furniture and fixtures 5 to 7 years Computer equipment 3 to 5 years Office equipment 3 to 10 years Software 3 years Leasehold improvements 15 years Vehicles 5 years |
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE | The following table sets forth the potentially dilutive securities as of December 31, 2023 and 2022, excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE 2023 2022 Options to purchase common stock 1,471,407 2,190,583 Warrants to purchase common stock 1,606,734 1,481,734 Potential shares excluded from diluted net loss per share 3,078,141 3,672,317 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Dangot Computers Ltd [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED | The following table summarizes the consideration given and the purchase price allocation: SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED 0 Purchase Price Consideration (in thousands) Total Consideration Cash payments $ 5,058 Accrued payable to owner 600 Fair value of stock issued (220,103 shares) 2,084 Debt assumed 5,310 Total consideration $ 13,052 Cash $ 666 Accounts receivable 13,470 Inventory 4,616 Other assets 5,392 Property and equipment 638 Goodwill 1,758 Trade name 1,893 Customer relationship 3,139 Other intangible assets 899 Assets acquired $ 32,471 Current liabilities assumed (12,911 ) Non-controlling interest (6,508 ) Net assets acquired $ 13,052 |
CONTRACTS WITH CUSTOMERS (Table
CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DEFERRED REVENUE | The balance of deferred revenues is included in other current and long-term liabilities on the balance sheet. The following table summarizes changes in deferred revenue as of December 31: SCHEDULE OF DEFERRED REVENUE 2023 2022 Beginning balance $ 1,393 $ 2,101 Less amounts recognized during the year (945 ) (711 ) Add new deferred revenue 1,827 3 Ending Balance $ 2,275 $ 1,393 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | Accounts receivable consisted of the following as of December 31: SCHEDULE OF ACCOUNTS RECEIVABLE In thousands 2023 2022 Trade accounts receivable $ 19,155 $ 24,348 Less allowance for doubtful accounts (501 ) (455 ) Total accounts receivable (net) $ 18,654 $ 23,893 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory consisted of the following as of December 31: SCHEDULE OF INVENTORY In thousands 2023 2022 Raw materials $ 457 $ 649 Inventory in transit 737 2,004 Finished goods 5,072 6,350 Less allowance for obsolescence (238 ) (277 ) Total inventories $ 6,028 $ 8,726 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | The following is a summary of the components of property and equipment as of December 31: SCHEDULE OF PROPERTY AND EQUIPMENT In thousands 2023 2022 Manufacturing and lab equipment $ 673 $ 98 Leasehold improvements 647 521 Software and computer equipment 429 987 Furniture and equipment 232 236 Vehicle 251 274 Property and equipment, Gross Less: accumulated depreciation (1,166 ) (1,030 ) Property and equipment, Net $ 1,066 $ 1,086 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL ASSETS CONSISTED | Goodwill assets consisted of the following as of December 31: SCHEDULE OF GOODWILL ASSETS CONSISTED In thousands 2023 2022 Goodwill balance, beginning of year $ 16,542 $ 16,453 Impairment loss (14,686 ) - Effective foreign exchange rates (68 ) 89 Goodwill balance, end of year $ 1,788 $ 16,542 |
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS | Intangible assets consisted of the following as of December 31: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS In thousands 2023 2022 Trade names 6,227 6,284 Customer relationships 15,591 15,729 Other intangibles 2,173 2,216 Accumulated amortization (18,333 ) (16,761 ) Intangibles, net $ 5,658 $ 7,468 |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE | The future amortization expense on the trade names, customer relationships, and other intangibles are as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE In thousands Years ending December 31, 2024 $ 942 2025 776 2026 776 2027 776 2028 659 Thereafter 1,729 Total $ 5,658 |
RELATED PARTY NOTES PAYABLE (Ta
RELATED PARTY NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Notes Payable | |
SCHEDULE OF NOTES PAYABLE, RELATED PARTIES | Related party notes payable, consisted of the following as of December 31: SCHEDULE OF NOTES PAYABLE, RELATED PARTIES 2023 2022 In thousands Note payable – Marin $ - $ 180 Note payable – Thomet - 113 Total notes payable, related parties $ - $ 293 |
OTHER NOTES PAYABLE (Tables)
OTHER NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF OTHER NOTES PAYABLE | Other notes payable consists of the following as of December 31, SCHEDULE OF OTHER NOTES PAYABLE In thousands 2023 2022 Notes Payable - other $ 10,461 $ 11,627 Less current portion (10,196 ) (11,572 ) Long Term Notes Payable $ 265 $ 55 |
SCHEDULE OF FUTURE MATURITIES OF NOTE PAYABLE | Future maturities of notes payable are as follows for the years ending December 31, 2023: SCHEDULE OF FUTURE MATURITIES OF NOTE PAYABLE In thousands 2024 $ 10,196 2025 265 Total $ 10,461 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE | Other information related to our operating leases is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE In thousands ROU asset - January 1, 2022 $ 3,556 Amortization (1,000 ) Effective foreign exchange rates (256 ) Increase - ROU asset - December 31, 2022 2,300 Increase 1,164 Decrease (437 ) Effective foreign exchange rates (273) Amortization (892 ) ROU asset – December 31, 2023 $ 1,862 In thousands Lease liability – January 1, 2022 $ 3,607 Increase - Effective foreign exchange rates (261 ) Amortization (1,000 ) Lease liability – December 31, 2022 2,346 Increase 936 Decrease (661 ) Effective foreign exchange rates 179 Amortization (904 ) Lease liability - December 31, 2023 $ 1,896 |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES | The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2023: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES In thousands Year Minimum lease payments 2024 $ 990 2025 707 2026 379 Total 2,076 Less interest (180 ) Present value of future minimum lease payments 1,896 Less current obligations (885 ) Long term lease obligations $ 1,011 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS ACTIVITY | The following table summarizes information about warrants granted during the years ended December 31: SCHEDULE OF WARRANTS ACTIVITY 2023 2022 Number of Weighted Average Number of Weighted Average Balance, beginning of year 1,481,734 $ 7.34 1,378,929 $ 7.40 Warrants granted 225,000 1.00 112,805 6.59 Warrants expired (100,000 ) 10.00 (10,000 ) 8.00 Warrants exercised - - - - Balance, end of year 1,606,734 6.28 1,481,734 7.34 Exercisable warrants 1,359,234 $ 7.16 1,424,234 $ 7.38 |
SCHEDULE OF OUTSTANDING WARRANTS | Outstanding warrants as of December 31, 2023 are as follows: SCHEDULE OF OUTSTANDING WARRANTS Range of Exercise Prices Weighted Average Residual Life Span (in years) Outstanding Warrants Weighted Average Exercise Price Exercisable Warrants Weighted Average Exercise Price 1.00 4.78 225,000 $ 1.00 - $ 1.00 5.91 3.33 40,000 5.91 25,000 5.91 6.95 3.23 42,805 6.95 42,805 6.95 7.00 1.62 877,500 7.00 870,000 7.00 7.50 2.68 250,000 7.50 250,000 7.50 7.70 3.52 171,429 7.70 171,429 7.70 1.00 to 10.00 2.68 1,606,734 $ 6.28 1,359,234 $ 7.16 |
SCHEDULE OF WARRANTS OUTSTANDING, EXPIRY DATE AND EXERCISE PRICES | Warrants outstanding have the following expiry date and exercise prices as of the years ended December 31: SCHEDULE OF WARRANTS OUTSTANDING, EXPIRY DATE AND EXERCISE PRICES Expiry Date Exercise Prices 2023 2022 May 18, 2023 10.00 - 50,000 October 14, 2023 10.00 - 50,000 October 06, 2024 7.00 847,500 847,500 September 01, 2025 7.50 83,334 83,334 June 04, 2026 7.50 83,333 83,333 July 7, 2026 7.70 171,429 171,429 December 04, 2027 7.50 83,333 83,333 March 25, 2027 6.95 42,805 42,805 May 1, 2027 7.00 30,000 30,000 May 1, 2027 5.91 40,000 40,000 October 11, 2028 1.00 225,000 - 1,606,734 1,481,734 |
SCHEDULE OF STOCK OPTIONS GRANTED | SCHEDULE OF STOCK OPTIONS GRANTED 2023 2022 Number of Weighted Average Number of Weighted Average Balance, beginning of year 2,190,583 $ 5.00 1,559,300 $ 4.58 Stock options granted - - 841,500 - Stock options expired (287,750 ) - - - Stock options cancelled, forfeited (208,574 ) - (9,000 ) - Stock options exercised (235,426 ) - (201,217 ) - Balance, end of year 1,458,833 4.97 2,190,583 5.00 Exercisable stock options 1,354,896 $ 4.94 1,420,312 $ 4.96 |
SCHEDULE OF STOCK OPTIONS, EXPIRY DATE AND EXERCISE PRICES | Stock options outstanding at the end of the year have the following expiry date and exercise prices as of December 31, SCHEDULE OF STOCK OPTIONS, EXPIRY DATE AND EXERCISE PRICES Expiry Date Exercise Prices 2023 2022 February 28, 2023 5.00 - 20,000 March 05, 2023 2.40 - 242,000 July 31, 2023 5.00 - 127,500 October 31, 2023 4.40 - 10,000 November 30, 2023 5.40 - 120,250 November 20, 2024 10.00 - 125,000 April 20, 2025 4.20 10,000 10,000 March 1, 2027 5.14 563,500 648,500 March 1, 2027 5.65 140,000 140,000 May 1, 2027 5.90 30,000 30,000 October 31, 2027 5.98 17,000 19,000 September 30, 2030 4.40 318,333 318,333 September 30, 2030 4.84 380,000 380,000 1,458,833 2,190,583 |
SCHEDULE OF STOCK COMPENSATION EXPENSE | We recorded stock compensation expense relating to the vesting of stock options and warrants as follows for the years ended December 31, SCHEDULE OF STOCK COMPENSATION EXPENSE 2023 2022 In thousands Stock Compensation $ 273 $ 1,321 Stock Option vesting 1,682 1,852 Total $ 1,955 $ 3,173 |
CONCENTRATION AND GEOGRAPHIC _2
CONCENTRATION AND GEOGRAPHIC DATA (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF REVENUES BY GEOGRAPHIC AREA | Revenues by geography are based on the shipping addresses of our customers. The following tables set forth revenues by geographic area for the years ended December 31, SCHEDULE OF REVENUES BY GEOGRAPHIC AREA In thousands 2023 2022 Revenues: United States $ 33,666 $ 49,236 Israel 35,804 42,217 Russia 9,215 - Rest of the world 2,508 9,305 Total revenues $ 81,193 $ 100,758 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The tax effect of temporary differences that give rise to deferred tax assets and deferred tax liabilities are as follows as of December 31, SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES In thousands Deferred tax assets 2023 2022 Reserves and deferred revenue $ 1,213 $ 411 163(j) Limitation 3,165 2,260 Foreign deferred tax assets 356 135 Net operating loss 10,731 8,353 Total gross deferred tax assets 15,465 11,158 Less: Valuation Allowance (14,947 ) (10,890 ) Net deferred tax assets 518 269 Deferred tax liabilities Depreciation (162 ) (134 ) Total deferred tax liabilities (162 ) (134 ) Net deferred tax assets $ 356 $ 135 |
SCHEDULE OF DEFERRED TAX ASSETS AND VALUATION ALLOWANCES | Components of net deferred tax assets, including a valuation allowance, are as follows as of December 31: SCHEDULE OF DEFERRED TAX ASSETS AND VALUATION ALLOWANCES 2023 2022 Net deferred tax assets $ 15,303 $ 11,025 Valuation allowance (14,947 ) (10,890 ) Total deferred tax assets $ 356 $ 135 |
SCHEDULE OF RECONCILIATION OF STATUTORY RATE AND EFFECTIVE TAX RATE | The reconciliation between statutory rate and effective rate is as follows as of December 31,: SCHEDULE OF RECONCILIATION OF STATUTORY RATE AND EFFECTIVE TAX RATE 2023 2022 Federal statutory tax rate 21.00 % 21.00 % State taxes (.03 )% (0.07 )% Foreign income taxes (5.79 )% (4.45 )% Change in valuation allowance (6.66 )% (16.13 )% Return to provision adjustments (0.00 )% (.03 )% Goodwill amortization (10.31 )% (.76 )% Effective tax rate (1.79 )% (.44 )% |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | Dec. 31, 2023 |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Software Development [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
SCHEDULE OF ANTI DILUTIVE SECUR
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares excluded from diluted net loss per share | 3,078,141 | 3,672,317 |
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 | 1,471,407 | 2,190,583 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares excluded from diluted net loss per share | 1,606,734 | 1,481,734 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Impairment of Intangible Assets, Finite-Lived | $ 0 | |
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years 1 month 6 days | |
Advertising Expense | $ 379 | 630 |
Foreign Currency Transaction Loss, before Tax | $ 1,000 | |
Weighted Average Number of Shares Outstanding, Diluted | 8,412,494 | 7,576,434 |
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Two Vendors [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 38% | |
Accounts Payable [Member] | Supplier Concentration Risk [Member] | One Vendor [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 48% | |
Minimum [Member] | ||
Product Information [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Maximum [Member] | ||
Product Information [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 11 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |||
Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 11, 2021 | |
[custom:WorkingCapitalDeficit-0] | $ 45,000 | |||
Retained Earnings (Accumulated Deficit) | 113,923 | $ 84,460 | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | |||
Proceeds from Issuance or Sale of Equity | $ 2,500 | |||
Blue Star [Member] | ||||
Accounts Payable | $ 42,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5% |
SCHEDULE OF RECOGNIZED FAIR VAL
SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - Dangot Share Purchase Agreement [Member] - USD ($) $ in Thousands | Jul. 08, 2021 | May 03, 2021 |
Business Acquisition [Line Items] | ||
Accrued payable to owner | $ 600 | |
Dangot Computers Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Cash payments | $ 5,058 | |
Accrued payable to owner | 600 | |
Fair value of stock issued (220,103 shares) | 2,084 | |
Debt assumed | 5,310 | |
Total consideration | 13,052 | |
Cash | 666 | |
Accounts receivable | 13,470 | |
Inventory | 4,616 | |
Other assets | 5,392 | |
Property and equipment | 638 | |
Goodwill | 1,758 | |
Trade name | 1,893 | |
Customer relationship | 3,139 | |
Other intangible assets | 899 | |
Assets acquired | 32,471 | |
Current liabilities assumed | (12,911) | |
Non-controlling interest | (6,508) | |
Net assets acquired | $ 13,052 |
BUSINESS ACQUISITIONS (Details
BUSINESS ACQUISITIONS (Details Narrative) $ in Thousands | Apr. 01, 2022 USD ($) | Jul. 08, 2021 USD ($) shares | May 03, 2021 USD ($) shares | May 03, 2021 ILS (₪) shares | Oct. 02, 2021 |
Business Acquisition [Line Items] | |||||
[custom:PurchaseOfAdditionalOptionPercent-0] | 26% | ||||
Payment of Financing and Stock Issuance Costs | $ 3,518 | $ 4,012 | |||
Percentage of purchase of shares | 23% | ||||
Haim Dangot [Member] | |||||
Business Acquisition [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 77% | ||||
Dangot Share Purchase Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | shares | 220,103 | ||||
Stock Issued During Period, Value, New Issues | $ 2,084 | ||||
Cash | 5,058 | ||||
Accrued Payable to Owner | $ 600 | ||||
Remaining acquired percentage | 49% | 49% | |||
Dangot Share Purchase Agreement [Member] | Omniq Technologies [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | shares | 5,100 | 5,100 | |||
Stock Issued During Period, Value, New Issues | $ 7,600 | ₪ 23,740,500 | |||
Dangot Share Purchase Agreement [Member] | Haim Dangot [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | shares | 4,900 | 4,900 | |||
Stock Issued During Period, Value, New Issues | $ 143 | ₪ 465,500 | |||
Dangot Share Purchase Agreement [Member] | Dangot Computers Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 51% | 51% | |||
Accrued Payable to Owner | $ 600 | ||||
Dangot Share Purchase Agreement [Member] | Haim Dangot [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 51% | 51% | |||
Percentage of remaining shares on fully diluted basis | 1% | 1% |
SCHEDULE OF DEFERRED REVENUE (D
SCHEDULE OF DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Beginning balance | $ 1,393 | $ 2,101 |
Less amounts recognized during the year | (945) | (711) |
Add new deferred revenue | 1,827 | 3 |
Ending Balance | $ 2,275 | $ 1,393 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade accounts receivable | $ 19,155 | $ 24,348 |
Less allowance for doubtful accounts | (501) | (455) |
Total accounts receivable (net) | $ 18,654 | $ 23,893 |
ACCOUNTS RECEIVABLE (Details Na
ACCOUNTS RECEIVABLE (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Concentration Risk, Percentage | 10% |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 457 | $ 649 |
Inventory in transit | 737 | 2,004 |
Finished goods | 5,072 | 6,350 |
Less allowance for obsolescence | (238) | (277) |
Total inventories | $ 6,028 | $ 8,726 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (1,166) | $ (1,030) |
Property and equipment, Net | 1,066 | 1,086 |
Manufacturing And Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 673 | 98 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 647 | 521 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 429 | 987 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 232 | 236 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 251 | $ 274 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 464 | $ 324 |
SCHEDULE OF GOODWILL ASSETS CON
SCHEDULE OF GOODWILL ASSETS CONSISTED (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill balance, beginning of year | $ 16,542 | $ 16,453 |
Impairment loss | (14,686) | |
Impairment loss | 14,686 | |
Effective foreign exchange rates | (68) | 89 |
Goodwill balance, end of year | $ 1,788 | $ 16,542 |
SCHEDULE OF GOODWILL AND INTANG
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (18,333) | $ (16,761) |
Intangibles, net | 5,658 | 7,468 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangibles | 6,227 | 6,284 |
Accumulated amortization | 4,850 | 4,458 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangibles | 15,591 | 15,729 |
Accumulated amortization | 11,814 | 10,762 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangibles | 2,173 | 2,216 |
Accumulated amortization | $ 1,669 | $ 1,541 |
SCHEDULE OF FINITE-LIVED INTANG
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 942 |
2025 | 776 |
2026 | 776 |
2027 | 776 |
2028 | 659 |
Thereafter | 1,729 |
Total | $ 5,658 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill impairment expense | $ 14,686,000 | |
Goodwill, Impaired, Accumulated Impairment Loss | 14,868,000 | 0 |
Amortization of Intangible Assets | $ 1,640,000 | 1,799,000 |
Impairment of Intangible Assets, Finite-Lived | $ 0 | |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Minimum [Member] | Finite-Lived Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 11 years | |
Maximum [Member] | Finite-Lived Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 9 years |
CREDIT FACILITIES AND LINE OF_2
CREDIT FACILITIES AND LINE OF CREDIT (Details Narrative) - Business Finance Agreement [Member] - Bridge Bank [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 25, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Proceeds from Lines of Credit | $ 35 | $ 50 | |
Line of Credit Facility, 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) was 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) - Related Party [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2017 |
Short-Term Debt [Line Items] | |||
Total notes payable, related parties | $ 293 | ||
Note Payable - Marin [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related parties | 180 | $ 660 | |
Note Payable - Thomet [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related parties | $ 113 | $ 750 |
RELATED PARTY NOTES PAYABLE (De
RELATED PARTY NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | 85 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2024 | Aug. 11, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | ||||
Related Party [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Interest Expense, Debt | $ 1 | $ 8 | |||
Notes Payable | 293 | ||||
Related Party [Member] | Note Payable - Marin [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Notes Payable | $ 660 | 180 | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.89% | ||||
Debt Instrument, Frequency of Periodic Payment | 60 monthly | ||||
Debt Instrument, Periodic Payment, Principal | $ 20 | ||||
Interest Payable, Current | 73 | 72 | |||
Related Party [Member] | Note Payable - Thomet [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Notes Payable | $ 750 | $ 113 | |||
Debt Instrument, Frequency of Periodic Payment | 60 monthly | ||||
Debt Instrument, Periodic Payment, Principal | $ 13 | ||||
Related Party Transaction, Rate | 0% |
SCHEDULE OF OTHER NOTES PAYABLE
SCHEDULE OF OTHER NOTES PAYABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Less current portion | $ (10,196) | $ (11,572) |
Long Term Notes Payable | 265 | 55 |
Note Payable Other [Member] | ||
Short-Term Debt [Line Items] | ||
Notes Payable - other | $ 10,461 | $ 11,627 |
SCHEDULE OF FUTURE MATURITIES O
SCHEDULE OF FUTURE MATURITIES OF NOTE PAYABLE (Details) - Other Notes Payable [Member] $ in Thousands | Dec. 31, 2023 USD ($) |
Short-Term Debt [Line Items] | |
2024 | $ 10,196 |
2025 | 265 |
Total | $ 10,461 |
OTHER NOTES PAYABLE (Details Na
OTHER NOTES PAYABLE (Details Narrative) ₪ in Thousands, $ in Thousands | Sep. 21, 2023 USD ($) Integer | Aug. 11, 2021 USD ($) | Jul. 29, 2021 USD ($) Integer | Dec. 31, 2023 USD ($) | Dec. 31, 2023 ILS (₪) | Sep. 21, 2023 ILS (₪) Integer | Sep. 13, 2022 USD ($) Integer | Sep. 13, 2022 ILS (₪) Integer | Aug. 11, 2021 ILS (₪) | Jul. 29, 2021 ILS (₪) Integer |
Short-Term Debt [Line Items] | ||||||||||
Loans Payable | $ 155 | ₪ 500 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | 7.50% | ||||||||
Debt Instrument, Term | 5 years | |||||||||
Leumi Bank [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Loans Payable | $ 2,160 | ₪ 7,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.25% | 7.60% | 7.60% | 8.25% | ||||||
Number of installments | 8 | 8 | ||||||||
Debt Instrument, Term | 4 years | |||||||||
Short-Term Debt | $ 5,900 | ₪ 21,500 | ||||||||
Leumi Bank [Member] | Israeli Prime Rate [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | 4.50% | ||||||||
Hapoalim Bank [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.30% | 7.30% | 7.50% | 7.50% | ||||||
Number of installments | 36 | 36 | ||||||||
Long-Term Debt | $ 900 | ₪ 3,000 | ||||||||
Short-Term Debt | $ 1,500 | ₪ 5,500 | ||||||||
Tzameret [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | 3.50% | ||||||||
Number of installments | 36 | 36 | ||||||||
Long-Term Debt | $ 393 | ₪ 1,500 | ||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 9.75% |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
ROU asset, Beginning balance | $ 2,300 | $ 3,556 |
Amortization | (892) | (1,000) |
Effective foreign exchange rates | (273) | (256) |
Increase | 1,164 | |
Decrease | (437) | |
ROU asset, Ending balance | 1,862 | 2,300 |
Lease liability, Beginning balance | 2,346 | 3,607 |
Increase | 936 | |
Effective foreign exchange rate | 179 | (261) |
Amortization | (904) | (1,000) |
Decrease | (661) | |
Lease liability, Ending balance | $ 1,896 | $ 2,346 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |||
2024 | $ 990 | ||
2025 | 707 | ||
2026 | 379 | ||
Total | 2,076 | ||
Less interest | (180) | ||
Present value of future minimum lease payments | 1,896 | $ 2,346 | $ 3,607 |
Less current obligations | (885) | (942) | |
Long term lease obligations | $ 1,011 | $ 1,404 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) ₪ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 ILS (₪) | Dec. 31, 2022 USD ($) | |
Product Liability Contingency [Line Items] | |||
Defined Contribution Plan, Cost | $ 109 | $ 122 | |
Operating Lease, Weighted Average Remaining Lease Term | 19 months 24 days | ||
Operating Lease, Weighted Average Discount Rate, Percent | 6% | ||
[custom:UnpaidCommission-0] | $ 60 | ||
Salt Lake City UT [Member] | |||
Product Liability Contingency [Line Items] | |||
Payments for Rent | $ 24 | ||
Lessee, Operating Lease, Remaining Lease Term | 32 months | ||
Anaheim CA [Member] | |||
Product Liability Contingency [Line Items] | |||
Payments for Rent | $ 4 | ||
Lessee, Operating Lease, Remaining Lease Term | 27 months | ||
Yad Harutzim [Member] | Dangot Computers Ltd [Member] | |||
Product Liability Contingency [Line Items] | |||
Payments for Rent | ₪ | ₪ 784,380 | ||
Lessee, Operating Lease, Remaining Lease Term | 11 months | ||
Yad Harutzim [Member] | Gamdan [Member] | |||
Product Liability Contingency [Line Items] | |||
Payments for Rent | ₪ | 18,814 | ||
Lessee, Operating Lease, Remaining Lease Term | 12 months | ||
Rival Street [Member] | |||
Product Liability Contingency [Line Items] | |||
Payments for Rent | ₪ | ₪ 41,200 | ||
Lessee, Operating Lease, Remaining Lease Term | 18 months |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of warrants, Outstanding, Beginning of year | 1,481,734 | 1,378,929 |
Weighted Average Exercise Price balance, Outstanding, Beginning of year | $ 7.34 | $ 7.40 |
Number of warrants, Warrants granted | 225,000 | 112,805 |
Weighted Average Exercise Price, Warrants granted | $ 1 | $ 6.59 |
Number of warrants, Warrants expired | (100,000) | (10,000) |
Weighted Average Exercise Price, Warrants expired | $ 10 | $ 8 |
Number of warrants, Warrants exercised | ||
Number of warrants, Outstanding, End of year | 1,606,734 | 1,481,734 |
Weighted Average Exercise Price, Outstanding, End of year | $ 6.28 | $ 7.34 |
Number of warrants, Exercisable warrants | 1,359,234 | 1,424,234 |
Weighted Average Exercise Price, Exercisable warrants | $ 7.16 | $ 7.38 |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Range of Exercise Prices | $ 10 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 2 years 8 months 4 days |
Outstanding Warrants | shares | 1,606,734 |
Weighted Average Exercise Price | $ 6.28 |
Exercisable Warrants | shares | 1,359,234 |
Weighted Average Exercise Price | $ 7.16 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | 1 |
Exercise Price Range 1 [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Range of Exercise Prices | $ 1 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 4 years 9 months 10 days |
Outstanding Warrants | shares | 225,000 |
Weighted Average Exercise Price | $ 1 |
Exercisable Warrants | shares | |
Weighted Average Exercise Price | $ 1 |
Exercise Price Range 2 [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Range of Exercise Prices | $ 5.91 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 3 years 3 months 29 days |
Outstanding Warrants | shares | 40,000 |
Weighted Average Exercise Price | $ 5.91 |
Exercisable Warrants | shares | 25,000 |
Weighted Average Exercise Price | $ 5.91 |
Exercise Price Range 3 [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Range of Exercise Prices | $ 6.95 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 3 years 2 months 23 days |
Outstanding Warrants | shares | 42,805 |
Weighted Average Exercise Price | $ 6.95 |
Exercisable Warrants | shares | 42,805 |
Weighted Average Exercise Price | $ 6.95 |
Exercise Price Range 4 [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Range of Exercise Prices | $ 7 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 1 year 7 months 13 days |
Outstanding Warrants | shares | 877,500 |
Weighted Average Exercise Price | $ 7 |
Exercisable Warrants | shares | 870,000 |
Weighted Average Exercise Price | $ 7 |
Exercise Price Range 5 [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Range of Exercise Prices | $ 7.50 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 2 years 8 months 4 days |
Outstanding Warrants | shares | 250,000 |
Weighted Average Exercise Price | $ 7.50 |
Exercisable Warrants | shares | 250,000 |
Weighted Average Exercise Price | $ 7.50 |
Exercise Price Range 6 [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Range of Exercise Prices | $ 7.70 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 3 years 6 months 7 days |
Outstanding Warrants | shares | 171,429 |
Weighted Average Exercise Price | $ 7.70 |
Exercisable Warrants | shares | 171,429 |
Weighted Average Exercise Price | $ 7.70 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING, EXPIRY DATE AND EXERCISE PRICES (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrant Outstanding | 1,606,734 | 1,481,734 |
May 18, 2023 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants and Rights Outstanding, Maturity Date | May 18, 2023 | |
Warrant Exercise Prices | $ 10 | |
Warrant Outstanding | 50,000 | |
October 14, 2023 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants and Rights Outstanding, Maturity Date | Oct. 14, 2023 | |
Warrant Exercise Prices | $ 10 | |
Warrant Outstanding | 50,000 | |
October 06, 2024 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants and Rights Outstanding, Maturity Date | Oct. 06, 2024 | |
Warrant Exercise Prices | $ 7 | |
Warrant Outstanding | 847,500 | 847,500 |
September 1, 2025 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants and Rights Outstanding, Maturity Date | Sep. 01, 2025 | |
Warrant Exercise Prices | $ 7.50 | |
Warrant Outstanding | 83,334 | 83,334 |
June 4, 2026 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants and Rights Outstanding, Maturity Date | Jun. 04, 2026 | |
Warrant Exercise Prices | $ 7.50 | |
Warrant Outstanding | 83,333 | 83,333 |
July 7, 2026 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants and Rights Outstanding, Maturity Date | Jul. 07, 2026 | |
Warrant Exercise Prices | $ 7.70 | |
Warrant Outstanding | 171,429 | 171,429 |
December 4, 2027 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants and Rights Outstanding, Maturity Date | Dec. 04, 2027 | |
Warrant Exercise Prices | $ 7.50 | |
Warrant Outstanding | 83,333 | 83,333 |
March 25, 2027 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants and Rights Outstanding, Maturity Date | Mar. 25, 2027 | |
Warrant Exercise Prices | $ 6.95 | |
Warrant Outstanding | 42,805 | 42,805 |
May 1, 2027 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants and Rights Outstanding, Maturity Date | May 01, 2027 | |
Warrant Exercise Prices | $ 7 | |
Warrant Outstanding | 30,000 | 30,000 |
May 1, 2027 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants and Rights Outstanding, Maturity Date | May 01, 2027 | |
Warrant Exercise Prices | $ 5.91 | |
Warrant Outstanding | 40,000 | 40,000 |
October 11, 2028 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants and Rights Outstanding, Maturity Date | Oct. 11, 2028 | |
Warrant Exercise Prices | $ 1 | |
Warrant Outstanding | 225,000 |
SCHEDULE OF STOCK OPTIONS GRANT
SCHEDULE OF STOCK OPTIONS GRANTED (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of stock options, Outstanding, Beginning of year | 2,190,583 | 1,559,300 |
Weighted Average Exercise Price, Outstanding, Beginning of year | $ 5 | $ 4.58 |
Number of stock options, Stock options granted | 841,500 | |
Weighted Average Exercise Price, Stock options granted | ||
Number of stock options, Stock options expired | (287,750) | |
Weighted Average Exercise Price, Stock options expired | ||
Number of stock options, Stock options expired | 287,750 | |
Number of stock options, Stock options cancelled, forfeited | (208,574) | (9,000) |
Weighted Average Exercise Price, Stock options cancelled, forfeited | ||
Number of stock options, Stock options exercised | (235,426) | (201,217) |
Weighted Average Exercise Price, Stock options exercised | ||
Number of stock options, Outstanding, End of year | 1,458,833 | 2,190,583 |
Weighted Average Exercise Price, Outstanding, Ending of year | $ 4.97 | $ 5 |
Number of stock options, Exercisable stock options | 1,354,896 | 1,420,312 |
Weighted Average Exercise Price, Exercisable stock options | $ 4.94 | $ 4.96 |
SCHEDULE OF STOCK OPTIONS, EXPI
SCHEDULE OF STOCK OPTIONS, EXPIRY DATE AND EXERCISE PRICES (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise Prices | $ 4.97 | $ 5 | $ 4.58 |
Stock option outstanding | 1,458,833 | 2,190,583 | 1,559,300 |
February 28, 2023 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Feb. 28, 2023 | ||
Exercise Prices | $ 5 | ||
Stock option outstanding | 20,000 | ||
March 05, 2023 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Mar. 05, 2023 | ||
Exercise Prices | $ 2.40 | ||
Stock option outstanding | 242,000 | ||
July 31, 2023 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Jul. 31, 2023 | ||
Exercise Prices | $ 5 | ||
Stock option outstanding | 127,500 | ||
October 31, 2023 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Oct. 31, 2023 | ||
Exercise Prices | $ 4.40 | ||
Stock option outstanding | 10,000 | ||
November 30, 2023 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Nov. 30, 2023 | ||
Exercise Prices | $ 5.40 | ||
Stock option outstanding | 120,250 | ||
November 20, 2024 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Nov. 20, 2024 | ||
Exercise Prices | $ 10 | ||
Stock option outstanding | 125,000 | ||
April 20, 2025 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Apr. 20, 2025 | ||
Exercise Prices | $ 4.20 | ||
Stock option outstanding | 10,000 | 10,000 | |
March 1, 2027 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Mar. 01, 2027 | ||
Exercise Prices | $ 5.14 | ||
Stock option outstanding | 563,500 | 648,500 | |
March 1, 2027 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Mar. 01, 2027 | ||
Exercise Prices | $ 5.65 | ||
Stock option outstanding | 140,000 | 140,000 | |
May 1, 2027 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | May 01, 2027 | ||
Exercise Prices | $ 5.90 | ||
Stock option outstanding | 30,000 | 30,000 | |
October 31, 2027 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Oct. 31, 2027 | ||
Exercise Prices | $ 5.98 | ||
Stock option outstanding | 17,000 | 19,000 | |
September 30, 2030 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Sep. 30, 2030 | ||
Exercise Prices | $ 4.40 | ||
Stock option outstanding | 318,333 | 318,333 | |
September 30, 2030 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Sep. 30, 2030 | ||
Exercise Prices | $ 4.84 | ||
Stock option outstanding | 380,000 | 380,000 |
SCHEDULE OF STOCK COMPENSATION
SCHEDULE OF STOCK COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stock Compensation | $ 273 | $ 1,321 |
Stock Option vesting | 1,682 | 1,852 |
Total | $ 1,955 | $ 3,173 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Oct. 05, 2023 | Oct. 23, 2022 | Feb. 25, 2022 | Oct. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 841,500 | ||||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | $ 31 | $ 37 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 235,426 | 201,217 | |||||
Payments for Underwriting Expense | $ 3,000 | ||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 373 | $ 369 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 0 | $ 477 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 355 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 months | ||||||
Underwriting Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 450,000 | ||||||
Stock Issued During Period, Shares, Issued for Services | 2,775,000 | ||||||
Sale of Stock, Price Per Share | $ 1 | ||||||
PreFunded Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 225,000 | ||||||
Shares Issued, Price Per Share | $ 0.999 | ||||||
Share Price | 1 | ||||||
Underwritten Shares [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share Price | $ 1.25 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 140,000 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 15,000 | 7,000 | |||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | |||||||
Stock Issued During Period, Shares, Issued for Services | 10,000 | 20,000 | |||||
Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 126.44% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 3 years 3 months | 3 years 3 months | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 4.73% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 104.33% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 126.44% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.76% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 4.52% | ||||||
Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.55 | ||||||
Equity Incentive Plan [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 1,118,856 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||
Employee Stock Purchase Plan [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 14,838 | 7,025 | |||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | $ 31 | $ 37 | |||||
Director [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Voting Rights | The board of directors had previously set the voting rights for the preferred stock at 1 share of preferred to 13 common shares | ||||||
Director [Member] | Share Purchase Option Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 1,118,856 | ||||||
Employees And Consultants [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 19,000 | 792,500 | |||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Authorized | 2,000,000 | ||||||
Preferred Stock, Shares Outstanding | 0 | ||||||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Authorized | 1 | ||||||
Preferred Stock, Shares Outstanding | 0 | ||||||
Series C Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Authorized | 3,000,000 | ||||||
Preferred Stock, Shares Outstanding | 502,000 | 544,500 | |||||
Dividends Payable, Amount Per Share | $ 0.06 | ||||||
Preferred Stock, Liquidation Preference Per Share | $ 1 | ||||||
Dividends | $ 181 | $ 153 | |||||
Preferred Stock, Conversion Basis | 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 $30 per share for 20 consecutive trading days |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | ||
Apr. 01, 2022 | May 03, 2021 | Feb. 28, 2020 | |
Related Party Transaction [Line Items] | |||
Payment of Financing and Stock Issuance Costs | $ 3,518,000 | $ 4,012,000 | |
Consulting Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Payment of Financing and Stock Issuance Costs | $ 80,000 | ||
[custom:TotalTransactionPricePercentage] | 5% | ||
[custom:ConsultantFeePercentage] | 2.50% | ||
[custom:ConsultantForeignFeePercentage] | 5% | ||
Consulting Agreement [Member] | Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
[custom:DebtFinancingFeeDescription] | If the Company procures debt financing during the term of this Agreement and without any equity component, then the Consultant, who shall have coordinated the transaction through which the Company procured the debt financing, shall be entitled to 5% of the gross funds raised; however if the Company is required to pay a success fee to another external entity, the Consultant shall be entitled to only 3% of the gross funds raised. Consultant’s right to receive such fee shall remain in force for a period of 24 months immediately following the termination of this Agreement. | ||
[custom:EquityFinancingFeeDescription] | If the Company procures equity financing in an amount equal to or greater than $2,000,000 during the term of this Agreement, then the Consultant shall be entitled to a success fee of $60,000 upon the Company’s receipt of at least $2,000,000. Consultant’s right to receive such fee shall remain in force for a period of 24 months immediately following the termination of this Agreement. If the Company procures equity financing in an amount equal to or greater than $4,000,000 during the term of this Agreement, then the Consultant shall be entitled to a success fee of $180,000 upon the Company’s receipt of at least $4,000,000. Consultant’s right to receive such fee shall remain in force for a period of 24 months immediately following the termination of this Agreement. If the Company procures equity financing in an amount equal to or greater than $6,000,000 during the term of this Agreement, then the Consultant shall be entitled to a success fee to be determined by the Board of Directors but not less than $250,000 upon the Company’s receipt of at least $6,000,000. Consultant’s right to receive such fee shall remain in force for a period of 24 months immediately following the termination of this Agreement. | ||
Consulting Agreement [Member] | Mr. Carlos J. Nissenson [Member] | |||
Related Party Transaction [Line Items] | |||
Debt Instrument, Periodic Payment | $ 30,000 | ||
[custom:TotalTransactionPricePercentage] | 2% |
SCHEDULE OF REVENUES BY GEOGRAP
SCHEDULE OF REVENUES BY GEOGRAPHIC AREA (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenues | $ 81,193 | $ 100,758 |
UNITED STATES | ||
Total revenues | 33,666 | 49,236 |
ISRAEL | ||
Total revenues | 35,804 | 42,217 |
RUSSIAN FEDERATION | ||
Total revenues | 9,215 | |
Rest Of The World [Member] | ||
Total revenues | $ 2,508 | $ 9,305 |
CONCENTRATION AND GEOGRAPHIC _3
CONCENTRATION AND GEOGRAPHIC DATA (Details Narrative) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
No Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10% | |
Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 30% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Reserves and deferred revenue | $ 1,213 | $ 411 |
163(j) Limitation | 3,165 | 2,260 |
Foreign deferred tax assets | 356 | 135 |
Net operating loss | 10,731 | 8,353 |
Total gross deferred tax assets | 15,465 | 11,158 |
Less: Valuation Allowance | (14,947) | (10,890) |
Net deferred tax assets | 518 | 269 |
Depreciation | (162) | (134) |
Total deferred tax liabilities | (162) | (134) |
Net deferred tax assets | $ 356 | $ 135 |
SCHEDULE OF DEFERRED TAX ASSE_2
SCHEDULE OF DEFERRED TAX ASSETS AND VALUATION ALLOWANCES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net deferred tax assets | $ 15,303 | $ 11,025 |
Valuation allowance | (14,947) | (10,890) |
Net deferred tax assets | $ 356 | $ 135 |
SCHEDULE OF RECONCILIATION OF S
SCHEDULE OF RECONCILIATION OF STATUTORY RATE AND EFFECTIVE TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | 21% | 21% |
State taxes | 0.03% | (0.07%) |
Foreign income taxes | (5.79%) | (4.45%) |
Change in valuation allowance | (6.66%) | (16.13%) |
Return to provision adjustments | (0.00%) | 0.03% |
Goodwill amortization | (10.31%) | 0.76% |
Effective tax rate | (1.79%) | 0.44% |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current Federal, State and Local, Tax Expense (Benefit) | $ 741 | |
Deferred Income Tax Expense (Benefit) | 221 | |
Valuation allowance for deferred tax assets | 14,900 | $ 10,900 |
Operating Loss Carryforwards | $ 43,800 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Jan. 18, 2024 USD ($) | Jan. 30, 2024 USD ($) | Jan. 30, 2024 ILS (₪) |
Prestige Capital Finance LLC [Member] | |||
Subsequent Event [Line Items] | |||
[custom:DiscountFeePercentageDescription] | If paid within 30 days a discount fee of 1.50% plus an additional .50% for each 10-day period thereafter up to a maximum of 90 days. | ||
Purchase and Sale Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Business Acquisition, Transaction Costs | $ 7,500,000 | ||
Dangot Share Purchase Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Business Acquisition, Transaction Costs | $ 1,275,044 | ₪ 4,666,664 |