OMNIQ Corp. (OMQS) secures $950,000 private round with shares and pre-funded warrants

Rhea-AI Filing Summary

OMNIQ Corp. reported a private financing with accredited investors, raising $950,000 through the sale of Common Stock and pre-funded warrants at $0.10 per share or warrant-equivalent. The agreements cover an aggregate of 9,500,000 unregistered shares of Common Stock and/or pre-funded warrants, and the company ultimately issued a total of 9,750,000 securities, consisting of 2,750,000 shares and 6,750,000 pre-funded warrants. Chief Executive Officer Shai Lustgarten participated by purchasing 1,500,000 pre-funded warrants for $150,000, aligning management financially with the capital raise.

Insights

Equity Capital Markets Analyst

OMNIQ raises $950k via discounted equity and pre-funded warrants.

OMNIQ Corp. entered into Subscription Agreements with accredited investors to sell Common Stock and pre-funded warrants at $0.10 per unit-equivalent, generating gross proceeds of $950,000. The structure mixes immediate equity (2,750,000 shares) with 6,750,000 pre-funded warrants, giving investors flexibility on when to convert the bulk of their securities into shares.

The issuance is unregistered and relies on a private placement framework, which typically limits initial liquidity to qualified buyers. Pre-funded warrants function economically similar to stock but delay formal share issuance until exercise, so the timing and degree of future dilution to existing holders will depend on when holders exercise these 6,750,000 instruments.

Insider participation is notable: CEO Shai Lustgarten acquired 1,500,000 pre-funded warrants for $150,000. This adds capital to the company and shows management involvement in the round, while also increasing potential future equity exposure for the CEO once the warrants are exercised.

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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): December 8, 2025

OMNIQ CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40768		20-3454263
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

696 West Confluence Ave.

Murray, UT 84123

(Address of Principal Executive Offices) (Zip Code)

(801) 733-2222

(Registrant’s telephone number, including area code)

1865 West 2100 South, Salt Lake City, UT 84119

(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		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		OMQS		OTC

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 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. ☐

Item 1.01. Entry into a Material Agreement.

On December 8, 2025, the Registrant entered into an agreement with a group of accredited investors to purchase an aggregate of 9,500,000 unregistered shares of Common Stock and/or pre-funded warrants. The Company raised an aggregate of $950,000 in the offering based on a price of $0.10 per share. Shai Lustgarten, the Company’s Chief Executive Officer, purchased an aggregate of 1,500,000 pre-funded warrants for a total of $150,000. The form of Subscription Agreement is attached as Exhibit 10.1 hereto.

Item 3.02 Recent Sale of Unregistered Securities

Pursuant to the Subscription Agreements discussed in Item 1.01, the Company issued an aggregate of 9,750,000 shares and/or pre-funded warrants. In total, the Company sold 2,750,000 shares and 6,750,000 pre-funded warrants. The form of pre-funded warrant is attached as Exhibit 10.2 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Subscription Agreement dated December 8, 2025.
10.2		Form of pre-funded warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	OMNIQ CORP.
Date: December 8, 2025	By:	/s/ Shai Lustgarten
		Shai Lustgarten
		Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board

FAQ

What did OMNIQ Corp. (OMQS) announce in this 8-K?

OMNIQ Corp. disclosed that it entered into agreements with accredited investors to sell 9,500,000 unregistered shares of Common Stock and/or pre-funded warrants, raising $950,000 at $0.10 per share-equivalent.

How much capital did OMNIQ Corp. (OMQS) raise and at what price?

The company raised an aggregate of $950,000 through the sale of Common Stock and pre-funded warrants, based on a price of $0.10 per share or warrant-equivalent.

How many shares and pre-funded warrants did OMNIQ Corp. (OMQS) issue?

OMNIQ Corp. issued an aggregate of 9,750,000 securities, consisting of 2,750,000 shares of Common Stock and 6,750,000 pre-funded warrants pursuant to the Subscription Agreements.

Did OMNIQ Corp. (OMQS) insiders participate in the financing?

Yes. Chief Executive Officer Shai Lustgarten purchased 1,500,000 pre-funded warrants for total consideration of $150,000 as part of the transaction.

Are the securities sold by OMNIQ Corp. (OMQS) registered?

The company stated that investors agreed to purchase an aggregate of 9,500,000 unregistered shares of Common Stock and/or pre-funded warrants, indicating the sale was conducted as a private offering.

What exhibits are included with OMNIQ Corp. (OMQS)'s 8-K filing?

The filing includes a Subscription Agreement dated December 8, 2025 as Exhibit 10.1 and the form of pre-funded warrant as Exhibit 10.2.