---
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"
generated_at: "2026-05-18T06:21:45.519299+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# OMNIQ sells legacy business assets to Summit Junction Holdings for $45M; to focus on AI/automation

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001641172-25-019910
- JSON: https://secwatch.observer/filing/0001641172-25-019910.json
- Plain text: https://secwatch.observer/filing/0001641172-25-019910.txt

## Key facts
- Debt Financings
  OMNIQ Corp. incurred loan of $10.0 million with Summit Junction Holdings LLC at 5% per annum maturing three-year balloon.
  - Instrument: loan
  - Principal: $10.0 million
  - Counterparty: Summit Junction Holdings LLC
  - Rate: 5% per annum
  - Maturity: three-year balloon
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/278165/000164117225019910/0001641172-25-019910-index.htm
- M&A Transactions
  OMNIQ Corp. completed a disposition involving Summit Junction Holdings LLC for approximately $45.0 million (closed 2025-07-11).
  - Action: disposition
  - Counterparty: Summit Junction Holdings LLC
  - Consideration: approximately $45.0 million
  - Closing: 2025-07-11
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/278165/000164117225019910/0001641172-25-019910-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.