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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 21, 2025
OMNIQ
CORP.
(Exact
name of registrant as specified in charter)
| Delaware |
|
001-40768 |
|
20-3454263 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
696 W Confluence Ave, Murray, UT 84123
(Address
of Principal Executive Offices) (Zip Code)
(714)
899-4800
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, If Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, par value
$0.001 |
|
OMQS |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mart 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. ☐
Item
5.07. Submission of Matters to a Vote of Security Holders.
OmniQ
Corp. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on October 21, 2025,
at the Company’s headquarters located at 696 West Confluence Avenue, Murray, Utah. Stockholders of record at the close of business
on August 22, 2025 were entitled to vote at the Annual Meeting. A total of 7,051,847 shares, representing approximately 61% of the 11,627,930
shares of the Company’s common stock outstanding as of the record date (including 25,000 votes on an as-converted basis from the
Company’s outstanding shares of Series C Preferred Stock), were present in person or by proxy at the meeting, constituting a quorum.
The
matters voted upon and the results of the voting were as follows:
Proposal
1: Election of Directors.
Stockholders
elected each of the nominees named below to serve as directors until the Company’s next annual meeting of stockholders and until
their respective successors are duly elected and qualified.
| Nominee | |
For | | |
Withheld | |
| Shai Lustgarten | |
| 4,298,918 | | |
| 591,581 | |
| Guy Elhanani | |
| 4,304,218 | | |
| 586,281 | |
Broker
non-vote: 2,161,348
Proposal
2: Ratification of Appointment of Independent Auditor.
Stockholders
ratified the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2025.
| For
|
|
Against |
|
Abstentions |
| 6,841,755 |
|
95,104 |
|
114,988 |
Proposal
3: Adoption of the Company’s 2025 Equity Incentive Plan
Stockholders
approved the Company’s 2025 Equity Incentive Plan.
| For
|
|
Against |
|
Abstentions |
| 4,217,122 |
|
647,439 |
|
25,938 |
Item
8.01. Other Events.
The
Company has relocated its principal executive offices, effective October 21, 2025, to 696 West Confluence Avenue, Murray, Utah 84123.
All future correspondence should be directed to this address. The Company’s telephone number remains (801) 733-2222.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
October 24, 2025
| OMNIQ Corp. |
|
| |
|
|
| By: |
/s/ Shai
S. Lustgarten |
|
| |
Shai S. Lustgarten |
|
| |
Chief Executive Officer |
|
