{"schema_version":"secwatch.filing_event.v1","accession":"0001641172-25-019910","form_type":"8-K","ticker":"OMQS","cik":"0000278165","company_name":"OMNIQ Corp.","filed_at":"2025-07-16T23:59:59+00:00","discovered_at":"2026-05-14T18:02:46.004136+00:00","generated_at":"2026-05-18T06:21:45.519299+00:00","sec_items":["1.01","2.01","2.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"OMNIQ sells legacy business assets to Summit Junction Holdings for $45M; to focus on AI/automation","bullets":["Aggregate consideration of ~$45M includes assumption of up to $55M liabilities and $10M promissory note; contingent payment of up to $10M possible.","Transaction eliminates ~63% of company's total pre-sale debt; expected accounting gain of ~$35M in FY2025.","CEO Shai Lustgarten's affiliate is principal member of buyer; CEO converted $31,500 payables into 450k shares at $0.07.","Remaining business units (AI/automation) generated ~$38.5M of 2024 consolidated revenue on a pro forma basis."],"urls":{"canonical":"https://secwatch.observer/filing/0001641172-25-019910","json":"https://secwatch.observer/filing/0001641172-25-019910.json","markdown":"https://secwatch.observer/filing/0001641172-25-019910.md","text":"https://secwatch.observer/filing/0001641172-25-019910.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/278165/000164117225019910/0001641172-25-019910-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/278165/000164117225019910/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T06:21:45.519299+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"28ef8d02e936507b8492a00d2bb1c85444658829","claim":"OMNIQ Corp. incurred loan of $10.0 million with Summit Junction Holdings LLC at 5% per annum maturing three-year balloon.","evidence_excerpt":"assumption by Buyer of up to $55.0 million in specified liabilities of the Transferred Business and the issuance by the Company of a Promissory Note in the principal amount of $10.0 million in favor of the Buyer. The Promissory Note bears interest at 5% per annum, is amortized over a ten-year period, and provides for a balloon payment after the third year. In","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/278165/000164117225019910/0001641172-25-019910-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"$10.0 million"},{"label":"Counterparty","value":"Summit Junction Holdings LLC"},{"label":"Rate","value":"5% per annum"},{"label":"Maturity","value":"three-year balloon"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"cd75334f9dfa195275f709d6a23d0f8f12db844e","claim":"OMNIQ Corp. completed a disposition involving Summit Junction Holdings LLC for approximately $45.0 million (closed 2025-07-11).","evidence_excerpt":"dated as of June 30, 2025, the parties executed the agreement and consummated the Transaction on July 11, 2025. The aggregate consideration for the Transaction is approximately $45.0 million, consisting of the assumption by Buyer of up to $55.0 million in specified liabilities of the Transferred Business and the issuance by the Company of a Promissory Note in the","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/278165/000164117225019910/0001641172-25-019910-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"Summit Junction Holdings LLC"},{"label":"Consideration","value":"approximately $45.0 million"},{"label":"Closing","value":"2025-07-11"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}