OMNIQ Corp.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
OMQS$0.130.0%Stored close · as of Jun 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001641172-25-001813
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-15.
0001493152-26-016891
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 67 previous paragraphs and 66 current paragraphs.
44 unchanged; 20 reworded; 2 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Pursuant to the asset sale described in the Notes to the Financial Statements, the assets of one division were sold during the second quarter of 2025. Accordingly, the financial statements have reclassified the related revenues and expenses from both prior periods and the current period into a single line item for “Discontinued Operations” on the face of the financial statements, with further detail provided in the accompanying Notes.
Current report
In September 2025, the FASB issued ASU 2025-06,Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The standard changes when capitalization of internal-use software costs begins and updates the related guidance for modern software development methods. The Company is evaluating the impact of this guidance on the timing of capitalization, amortization, and related disclosures. The standard is effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods, with early adoption permitted.
Removed paragraphs (3)
Previous report
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 $3,518,000 to purchase the additional shares. The Company utilized its working capital and a combination of short- and long-term loans.
Previous report
Impairment of Goodwill– During the year ended December 31, 2024, the Company performed and quantitative goodwill impairment analysis and it was determined no impairment was needed during the year. During the year ended December 31, 2023 the Company experienced significant decline in our stock price and sustained losses from operations. Therefore, we completed a quantitative goodwill impairment analysis as of December 31, 2023. The results of the analysis indicated an impairment loss for goodwill related to acquisitions prior to 2021, and we recorded a non-cash impairment of $14.7 million.
Previous report
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. Our CODM is Shai Lustgarten, our CEO. See Note 18 – Operating Segments for required disclosures.
Reworded paragraphs (20)
Previous wording
The Company’s consolidated revenue for the year ended December 31, 2024 were $73.6 million, representing a decrease of $7.6 million from the year ended December 31, 2023 of $81.2 million. Revenues in 2024 and 2023 are presented in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“Topic 606”).
Current wording
The Company’s consolidated revenue for the year ended December 31, 2025 were $33 million, representing a decrease of $1.9 million from the year ended December 31, 2024 of $34.9 million. Revenues in 2025 and 2024 are presented in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“Topic 606”).
Previous wording
Net loss attributable to common stockholders’ of OMNIQ Corp was $10 million in 2024, a decrease of $19.5 million from the 2023 loss of $29.5 million. Basic loss per share attributable to common stockholders was $0.94 for the year 2024 compared to $3.50 loss per share for the year 2023.
Current wording
Net loss attributable to common stockholders’ of OMNIQ Corp was $169 thousand in 2025, a decrease of $9.9 million from the 2024 loss of $10 million. Basic loss per share attributable to common stockholders was $0.01 for the year 2025 compared to $0.94 loss per share for the year 2024.
Previous wording
Revenue for the years ended December 31, 2024 and 2023 were generated from the sales of hardware, service contracts, software, labels and ribbons, and related services provided by the Company to its customers. For the years ended December 31, 2024 and 2023, the Company recognized $73.6 million and $81.2 million in net revenues, respectively. This represents a decrease of 9%. The decrease was due to two main factors: (1) The decrease in deliverables, and (2) a delay in the timing of a significant customer project.
Current wording
Revenue for the years ended December 31, 2025 and 2024 were generated from the sales of AI service contracts, software, and related services provided by the Company to its customers. For the years ended December 31, 2025 and 2024, the Company recognized $33 million and $34.9 million in net revenues, respectively. This represents a decrease of 5.5%. The decrease was due to two main factors: (1) The decrease in deliverables, and (2) a delay in the timing of a significant customer project.
Previous wording
For the years ended December 31, 2024 and 2023, the Company recognized a total of $58 million and $65 million, respectively, of cost of goods sold. Cost of goods sold was 79% of revenues for 2024 and 81% of revenue for 2023. Our gross margin percentage has remained relatively stable in an industry that is experiencing gross-margin pressure.
Current wording
For the years ended December 31, 2025 and 2024, the Company recognized a total of $23.9 million and $29.3 million, respectively, of cost of goods sold. Cost of goods sold was 72.6% of revenues for 2025 and 83.9% of revenue for 2024. Our gross margin percentage has remained relatively stable in an industry that is experiencing gross-margin pressure.
Previous wording
For the years ended December 31, 2024 and 2023, operating expenses were $22.3 million and $41.9 million, respectively. This represents a decrease of $19.6 million, or 47%, which is due to impairment expense of $14.7 million in 2023. The following explains in detail the change in operating expenses.
Current wording
For the years ended December 31, 2025 and 2024, operating expenses were $12.9 million and $12.3 million, respectively. This represents an increase of $696 thousand, or 6%, which is due to increase in our selling general and administrative expenses in 2025. The following explains in detail the change in operating expenses.
Previous wording
Research & Development – Research and development for the years ended December 31, 2024 and 2023 totaled $1.5 million and $2.2 million, respectively. This represents an decrease of $657 thousand or 31%, which is due to reduction in costs for developing software.
Current wording
Research & Development – Research and development for the years ended December 31, 2025 and 2024 totaled $2 million and $1.9 million, respectively. This represents an increase of $164 thousand or 9%, which is due to increase in costs for developing software.
Previous wording
Selling, General and Administrative – Selling, General and Administrative expenses were $19.5 million for the year ended December 31, 2024, compared to $23 million for the year ended December 31, 2023, representing a decrease of $3.5 million, or 15%. The change was due to management’s efforts to cut costs.
Current wording
Selling, General and Administrative – Selling, General and Administrative expenses were $9.8 million for the year ended December 31, 2025, compared to $9.1 million for the year ended December 31, 2024, representing an increase of $685 thousand, or 7%. The change was due to increased focus on sales efforts.
Previous wording
Depreciation– Depreciation for the year ended December 31, 2024 was $364 thousand compared to $464 thousand for the year ended December 31, 2023. This represents a decrease of $100 thousand, or 22%, attributable to reduction in fixed assets.
Current wording
Depreciation– Depreciation for the year ended December 31, 2025 was $80 thousand compared to $347 thousand for the year ended December 31, 2024. This represents a decrease of $267 thousand, or 77%, attributable to a reduction in fixed assets.
Previous wording
Intangible Amortization – Intangible amortization expense for the year ended December 31, 2024 was $915 thousand, compared to $1.6 million for the year ended December 31, 2023.
Current wording
Intangible Amortization – Intangible amortization expense for the year ended December 31, 2025 was $965 thousand, compared to $915 thousand for the year ended December 31, 2024.
Previous wording
The Company incurred $3.5 million in interest expense for the year ended December 31, 2024, compared to $3.3 million for the year ended December 31, 2023. The interest expense is comprised of interest incurred on promissory notes payable, the company’s line of credit, and vendor payables.
Current wording
The Company incurred $1.2 million in interest expense for the year ended December 31, 2025, compared to $1.1 million for the year ended December 31, 2024. The interest expense is comprised of interest incurred on promissory notes payable, the company’s line of credit, and vendor payables.
Previous wording
For the year ended December 31, 2024, the Company has $12 thousand of current income tax expense (US State & Local and Foreign) and $882 thousand deferred income tax benefit.
Current wording
For the year ended December 31, 2025, the Company has $495 thousand of current income tax expense (US State & Local and Foreign).
Previous wording
For the year ended December 31, 2023, the Company has $741 thousand of current income tax provision (US State & Local and Foreign) and $221 thousand deferred income tax expense.
Current wording
For the year ended December 31, 2024, the Company has $698 thousand of current income tax benefit (US State & Local and Foreign).
Previous wording
The Company realized a net loss of $10 million for the year ended December 31, 2024, compared to a net loss of $29.4 million for the year ended December 31, 2023. The decreased loss in 2024 is due primarily to impairment of goodwill from prior year not in 2024 and the decrease in revenue.
Current wording
The Company realized a net loss of $137 thousand for the year ended December 31, 2025, compared to a net loss of $10 million for the year ended December 31, 2024. The decreased loss in 2025 is due primarily to drastic improvements by management to increase gross margins while at the same time trimming overhead.
Previous wording
As of December 31, 2024, the Company had cash in the amount of $2.3 million and a working capital deficit of $54 million, compared to cash in the amount of $1.7 million, and a working capital deficit of $45 million as of December 31, 2023. The Company had stockholders’ deficit attributable to OmniQ stockholders of $43.9 million and $35 million as of December 31, 2024 and 2023, respectively. This increase in our stockholders’ deficit was primarily attributable to net losses.
Current wording
As of December 31, 2025, the Company had cash in the amount of $679 thousand and a working capital deficit of $13.2 million, compared to cash in the amount of $2.3 million, and a working capital deficit of $54 million as of December 31, 2024. The Company had stockholders’ deficit attributable to OMNIQ stockholders of $12.7 million and $43.9 million as of December 31, 2025 and 2024, respectively. This reduction in our stockholders’ deficit was primarily due to the sale of the Quest division in June 2025.
Previous wording
The Company’s accumulated deficit was $123.9 million and $113.9 million as of December 31, 2024 and 2023, respectively.
Current wording
The Company’s accumulated deficit was $124.1 million and $123.9 million as of December 31, 2025 and 2024, respectively.
Previous wording
The Company’s operations provided net cash of $2.4 million and $170 thousand for the years ended December 31, 2024 and 2023, respectively. The increase of cash from operations of $2.2 million is primarily a result of increase in payables and other liabilities.
Current wording
The Company’s operations provided net cash of $7.5 million and $2.4 million for the years ended December 31, 2025 and 2024, respectively. The increase of cash from operations of $5.1 million is primarily a result of increase in receivables and other liabilities.
Previous wording
The Company’s cash used in investing activities was $32 thousand for the year ended December 31, 2024 compared to cash used by investing activities of $331thousand for the year ended December 31, 2023.
Current wording
The Company’s cash used in investing activities was $3 million for the year ended December 31, 2025 compared to cash used by investing activities of $32 thousand for the year ended December 31, 2024.
Previous wording
The Company’s financing activities used $2.87 million of cash during the year ended December 31, 2024, and used $50 thousand during the year ended December 31, 2023. During the year ended December 31, 20243, the Company made payments of $3.2 million on its notes payable, compared to the year ended December 31, 2023, when the Company made payments of $1.4 million on its notes payable, including its Supplier Secured Promissory note and related party notes payable. Additionally, the Company received $292 thousand in the year ended December 31, 2024 on its line of credit and had paid $1.6 million on the Company’s line of credit during the year ended December 31, 2023. The Company raised no funds in the year ended December 31, 2024 and raised net proceeds of $2.4 million for the year ended December 31, 2024.
Current wording
The Company’s financing activities used $1.7 million of cash during the year ended December 31, 2025, and used $2.9 million during the year ended December 31, 2024. During the year ended December 31, 2025, the Company made payments of $3.4 million on its notes payable, compared to the year ended December 31, 2024, when the Company made payments of $3.2 million on its notes payable. Additionally, the Company received $685 thousand in the year ended December 31, 2025 on its line of credit and had $292 thousand on the Company’s line of credit during the year ended December 31, 2024. The Company raised net proceeds of $941 thousand in the year ended December 31, 2025 and no funds for the year ended December 31, 2024.
Previous wording
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.
Current wording
We are closely monitoring developments in the war in Israel including potential impacts to the Company’s 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.
Previous wording
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.
Current wording
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 is effective for the Company’s fiscal December 31, 2025 year-end.