OmniQ Corp (NASDAQ: OMQS) delays 2025 Form 10-K after Q2 asset sale

Rhea-AI Filing Summary

OmniQ Corp. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025 and submitted a Form 12b-25 seeking the statutory extension. The company cites a delay obtaining and compiling required information and will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date. OmniQ also states that a second-quarter 2025 asset sale and related liability dispositions produced a significant change in its financial position; the company is finalizing the delineation of discontinued operations and the recording of the gain on the sale in its financial statements.

Key Figures

Fiscal year end: December 31, 2025 Extension period: 15 calendar days Asset sale timing: Second quarter 2025

3 metrics

Fiscal year end December 31, 2025 Form 10-K for the year ended

Extension period 15 calendar days will file no later than the fifteenth calendar day following the prescribed due date

Asset sale timing Second quarter 2025 completed sale of certain assets and disposition of certain liabilities

Key Terms

Rule 12b-25, discontinued operations, gain on the sale

3 terms

Rule 12b-25 regulatory

"In accordance with Rule 12b-25 of the Securities Exchange Act of 1934"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

discontinued operations financial

"finalize and ensure the proper delineation of discontinued operations"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

gain on the sale financial

"proper recording of the gain on the sale in our financial statements"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
		For Year Ended: December 31, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		For the Transition Period Ended: N/A

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

PART I — REGISTRANT INFORMATION

OmniQ Corp.

Full Name of Registrant

N/A

Former Name if Applicable

692 West Confluence Avenue

Address of Principal Executive Office (Street and Number)

Murray, Utah 84123

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

SEC 1344 (06-19) Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant could not complete the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) due to a delay in obtaining and compiling information required to be included in the Form 10-K, which delay could not be eliminated by the Registrant without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Registrant will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Shai S. Lustgarten		801		244-9577
	(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

During the second quarter of 2025, the Company completed the sale of certain assets and the disposition of certain liabilities, which resulted in a significant change in its financial position and results of operations. We are working to finalize and ensure the proper delineation of discontinued operations and proper recording of the gain on the sale in our financial statements.

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OmniQ Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date April 1, 2026 By /s/ Shai S. Lustgarten

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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FAQ

Why did OmniQ (OMQS) file a Form 12b-25 delaying its 2025 Form 10-K?

OmniQ filed Form 12b-25 because it experienced delays obtaining and compiling information required for the Form 10-K. The company says the delay could not be eliminated without unreasonable effort and expense and will use the permitted extension.

How long will OmniQ (OMQS) take to file the delayed 2025 Form 10-K?

OmniQ states it will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date. That extension is the statutory remedy provided under Rule 12b-25 when the company meets specified conditions.

Did OmniQ (OMQS) report any transactions affecting the 2025 financials?

Yes. During second-quarter 2025, OmniQ completed the sale of certain assets and disposition of certain liabilities. Management says this produced a significant change in its financial position and results of operations.

What accounting issues is OmniQ (OMQS) addressing before filing the 2025 Form 10-K?

OmniQ is finalizing the proper delineation of discontinued operations and ensuring the proper recording of the gain on the sale from the second-quarter 2025 asset disposition in its financial statements.

Will the Form 12b-25 include an accountant’s statement for OmniQ (OMQS)?

The Form 12b-25 notes Rule 12b-25(c) requirements; whether an accountant’s statement is attached depends on applicability. The filing indicates compliance with the rule’s procedural checklist but does not include the statement text here.