M&A - OMNIQ Corp.
Form Type: 8-K
Filing Date: 2025-07-16
Corporate Action: Acquisition
Type: New
Accession Number: 000164117225019910
Filing Summary: On July 11, 2025, OMNIQ Corp. completed an Asset Purchase Agreement with Summit Junction Holdings LLC, where OMNIQ and its subsidiaries sold substantially all assets of its legacy business line for approximately $45 million. The transaction includes the assumption of specified liabilities and the issuance of a Promissory Note worth $10 million by OMNIQ, bearing interest at 5% and amortized over ten years. There is a potential contingent payment up to $10 million based on future asset sale or IPO valuations by the Buyer. A conversion agreement was also noted, where CEO Shai Lustgarten converted $31,500 in payables into 450,000 shares at $0.07 per share. A related press release was issued on July 16, 2025.
Additional details:
Item: entry_into_material_definitive_agreement
Description: On July 11, 2025, entered into an Asset Purchase Agreement with Summit Junction Holdings LLC.
Item: purchase_price
Description: The aggregate consideration for the Transaction is approximately $45 million.
Item: promissory_note_amount
Description: The Company issued a Promissory Note in the principal amount of $10.0 million.
Item: contingent_payment
Description: Entitlement to a contingent payment of up to $10.0 million based on future events.
Item: ceo_conversion_amount
Description: Shai Lustgarten converted $31,500 in payables into 450,000 shares.
Item: initial_public_offering_condition
Description: Contingent payment if Buyer completes an IPO at a valuation exceeding $100 million.
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