UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: June 30, 2026

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

For the transition period from________ to__________

Commission File Number: 001-40768

OMNIQ Corp.

(Exact name of registrant as specified in its charter)

Delaware

20-3454263

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

696 W Confluence Ave

Murray, UT 84123

(Address of principal executive offices) (Zip Code)

(801) 242-7272

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 15,152,930 shares of common stock, $0.001 par value, as of August 14, 2026.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	F-1
ITEM 1. FINANCIAL STATEMENTS	F-1
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2026 AND DECEMBER 31, 2025	F-1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026, AND 2025	F-2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025	F-3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025	F-4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM 4. CONTROLS AND PROCEDURES	6
PART II - OTHER INFORMATION	8
ITEM 1. LEGAL PROCEEDINGS.	8
ITEM 1A. RISK FACTORS.	8
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	8
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	8
ITEM 4. MINE SAFETY DISCLOSURES.	8
ITEM 5. OTHER INFORMATION.	8
ITEM 6. EXHIBITS.	9
SIGNATURES	10

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OMNIQ CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2026			December 31, 2025
(In thousands, except share and per share data)	As of
	June 30, 2026			December 31, 2025
	(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents	$	1,083		$	679
Accounts receivable, net		8,200			9,536
Inventory		3,073			3,409
Prepaid expenses		1,206			786
Other current assets		37			52
Total current assets		13,599			14,462

Property and equipment, net of accumulated depreciation of $1,441 and $1,413 respectively		510			528
Goodwill		3,304			3,336
Trade name, net of accumulated amortization of $5,442 and $5,334, respectively		1,032			1,154
Customer relationships, net of accumulated amortization of $13,763 and $13,474, respectively		2,368			2,757
Other intangibles, net of accumulated amortization of $2,056 and $2,038, respectively		283			335
Right of use lease asset		2,369			1,656
Other assets		1,628			1,948
Total Assets	$	25,093		$	26,176

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	10,643		$	11,232
Line of credit		1,784			1,342
Accrued payroll and sales tax		1,491			1,649
Related party advances		7,301			3,767
Notes payable – related party		919			919
Notes payable – current portion		4,311			5,486
Notes payable		4,311			5,486
Lease liability – current portion		659			373
Other current liabilities		1,706			2,933
Total current liabilities		28,814			27,701

Long-term liabilities
Notes payable, less current portion		883			530
Related party notes payable		8,267			8,690
Notes payable		8,267			8,690
Lease liability		1,537			1,237
Other long term liabilities		462			715
Total liabilities		39,963			38,873

Stockholders’ equity (deficit)
Series A Preferred stock; $0.001 par value; 2,000,000 shares designated, 0 shares issued and outstanding		-			-
Series B Preferred stock; $0.001 par value; 1 share designated, 0 shares issued and outstanding		-			-
Series C Preferred stock; $0.001 par value; 3,000,000 shares designated, 502,000 shares issued and outstanding, respectively		1			1
Preferred stock, value		1			1
Common stock; $0.001 par value; 35,000,000 shares authorized; 15,152,930 and 15,102,930 shares issued and outstanding, respectively		15			15
Additional paid-in capital		113,595			113,592
Accumulated (deficit)		(126,400	)		(124,050	)
Accumulated other comprehensive loss		(2,081	)		(2,255	)
Total OmniQ stockholders’ equity (deficit)		(14,870	)		(12,697	)

Total liabilities and equity (deficit)	$	25,093		$	26,176

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

F-1

OMNIQ CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

(In thousands, except share and per share data)	2026			2025			2026			2025
	For the three months						For the Six months ended
	ending June 30,						June 30,
(In thousands, except share and per share data)	2026			2025			2026			2025
Revenues	$	7,375		$	7,802		$	15,055		$	15,782

Cost of goods sold		5,855			5,821			11,280			11,618

Gross profit		1,520			1,981			3,775			4,164

Operating expenses
Research & Development		626			556			1,104			969
Selling, general and administrative		2,839			1,651			5,614			3,369
Depreciation		15			17			31			36
Amortization		257			237			513			468
Total operating expenses		3,737			2,461			7,262			4,842
Loss from operations		(2,217	)		(480	)		(3,487	)		(678	)

Other income (expenses):
Interest expense		(299	)		(131	)		(605	)		(403	)
Other (expenses) income		2,242			3,415			1,917			2,484
Gain (Loss) on debt settlement		3			325			-			325
Total other (income) expenses		1,946			3,609			1,312			2,406
Net Income (Loss) Before Income Taxes		(271	)		3,129			(2,175	)		1,728
Provision for Income Taxes
Current		(257	)		(72	)		(257	)		(37	)
Total Provision for Income Taxes		(257	)		(72	)		(257	)		(37	)
Income (loss) from continuing operations		(528	)		3,057			(2,432	)		1,691

Loss from discontinued operations (net of tax)		-			(1,002	)		-			(1,725	)

Net Income (Loss)	$	(528	)	$	2,055		$	(2,432	)	$	(34	)

Net Income (Loss)	$	(528	)	$	2,055		$	(2,432	)	$	(34	)
Foreign currency translation adjustment		(283	)		1,169			174			(1,838	)
Comprehensive income (loss)		(811	)		3,224		$	(2,258	)	$	(1,872	)

Reconciliation of net income (loss) to net income (loss) attributable to common shareholders
Net Income (Loss)		(528	)		2,055		$	(2,432	)	$	(34	)
Less: Dividends attributable to non-common stockholders’ of OmniQ Corp		(8	)		(8	)		(15	)		(14	)
Net income (loss) attributable to common stockholders’ of OmniQ Corp		(536	)		2,047		$	(2,447	)	$	(48	)
Net income (loss) per share - basic attributable to common stockholders’ of OmniQ Corp	$	(0.03	)	$	0.19		$	(0.16	)	$	(0.00	)
Net income (loss) per share - diluted	$	(0.03	)	$	0.15		$	(0.16	)	$	(0.00	)
Loss from discontinued operations (net of tax)	$	-		$	(1,002	)	$	-		$	(1,725	)
Net loss per share from discontinued operations	$	-		$	(0.09	)	$	-		$	(0.16	)
Weighted average number of common shares outstanding - basic		15,140,705			10,712,930			15,140,705			10,712,930
Weighted average number of common shares outstanding – dilutive		15,140,705			13,616,997			15,140,705			10,712,930

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

F-2

OMNIQ CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

For the Three and Six Months ended June 30, 2025 and 2026

(In thousands)	Shares		Amount		Shares		Amount		Capital		Deficit			Income (Loss)			(Deficit)
	Series C								Additional					Accumulated Other			Total Stockholders’
	Preferred Stock				Common Stock				Paid-in		Accumulated			Comprehensive			Equity
(In thousands)	Shares		Amount		Shares		Amount		Capital		Deficit			Income (Loss)			(Deficit)

Balance, December 31, 2024		502	$	1		10,712	$	11	$	78,713	$	(123,899	)	$	1,286		$	(43,888	)

Dividend on Class C Shares		-		-		-		-		-		(7	)		-			(7	)
Stock-based compensation – options, warrants, issuances		-		-		-		-		2		-			-			2
Cumulative Translation Adjustment		-		-		-		-		-		-			491			491
Net (loss) income		-		-		-		-		-		(2,089	)		-			(2,089	)
Balance, March 31, 2025		502	$	1		10,712	$	11	$	78,715	$	(125,995	)	$	1,777		$	(45,491	)
Dividend on Class C Shares		-		-		-		-		-		(7	)		-			(7	)
Sale of assets from division		-		-		-		-		34,734					-			34,734
Stock-based compensation – options, warrants, issuances		-		-		-		-		64		-			-			64
Cumulative Translation Adjustment		-		-		-		-		-		-			(2,329	)		(2,329)
Net (loss) income		-		-		-		-		-		2,055			-			2,055
Balance, June 30, 2025		502	$	1		10,712	$	11	$	113,513	$	(123,947	)	$	(552)		$	(10,974)

Balance, December 31, 2025		502	$	1		15,102	$	15	$	113,592	$	(124,050	)	$	(2,255	)	$	(12,697	)
Dividend on Class C Shares		-		-		-		-		-		(7	)		-			(