FORM 10-Q For the quarterly period ended: March 31, 2026 OMNIQ Corp. (Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 May 20, 2026. TABLE OF CONTENTS OMNIQ CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The condensed consolidated financial statements include the accounts of OMNIQ Corp, and its wholly owned subsidiaries, referred toherein as “we,” “us,” “OMNIQ,” or the “Company.” Intercompany accounts and transactions have been eliminated. In the opinion ofthe Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurringin nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements andaccompanying notes in conformity with U.S. generally accepted accounting principles requires management to make estimates and We describe our significant accounting policies in Note 2 of the notes to consolidated financial statements in the 2025 Form 10-K.During the three-month period ended March 31, 2026, there were no significant changes to those accounting policies other than below. Recent Accounting Pronouncements not yet adopted In November 2024, the FASB issued ASU 2025-03 “Income Statement: Reporting Comprehensive Income-Expense DisaggregationDisclosures (Subtopic 220-40)” to improve the disclosures about an entity’s expenses. Upon adoption, we will be required to disclosein the notes to the financial statements a disaggregation of certain expense categories included within the expense captions on the faceof the income statement. The standard is effective for our 2027 annual period, and our interim periods beginning in 2028, with early 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-usesoftware costs begins and updates the related guidance for modern software development methods. The Company is evaluating theimpact of this guidance on the timing of capitalization, amortization, and related disclosures. The standard is effective for annual Net Loss Per Common Share Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share (“EPS”)is computed by dividing income available to common stockholders by the weighted-average number of common shares outstandingfor the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assumingall dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares The following table sets forth the potentially dilutive securities excluded from the computation of diluted net loss per share becausesuch securities have an anti-dilutive impact due to losses reported as of: NOTE 2 – GOING CONCERN The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a goingconcern. The following are the principal conditions or events which potentially raise substantial doubt about the company’s ability to ●Balancing the need for operational cash with the need to add additional products.●Timely and cost-effective development of products●Working capital deficit of $14.6 million as of March 31, 2026●Accumulated deficit of $125.7 million as of March 31, 2026●Multiple years of losses from operations