OTC: OMQS

Our
principal solutions include hardware, software, communications, and automated management services, technical service and support. Our
highly tenured team of professionals has the knowledge and expertise to simplify the integration process for our customers. We deliver
practical problem-solving solutions backed by numerous customer references.

Our
customers include government agencies, healthcare, universities, airports, municipalities and more. We currently engage with several
billion-dollar markets with double-digit growth, including the Global Safe City market and the Ticketless Safe Parking market.

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Recent
Developments

Our
Strategy

Our
plan is to focus on operational excellence and cost reduction, addressing the balance sheet debt and executing our business plan that
is based on revenue growth and technological leadership. We intend to continue to identify synergies within the Company to offer a more
complete line of products, services, and technological solutions to customers throughout the world. Furthermore, the markets in which
OMNIQ operates are undergoing consolidation, and OMNIQ continues to identify strategic companies in data collection, mobile systems,
integrations, and other complementary technologies for potential future acquisition in order to become the leading specialty integrator
within our served markets.

We
are a provider of products and solutions for three main markets: hospitality, transportation, and public safety. We have expanded our
product solutions, which are based on artificial intelligence and machine-learning algorithms, offering computer-vision applications.
Our product offerings have established us as an innovative and technological company. We are a pioneer in providing cutting-edge technology
solutions to the markets we serve.

The
Company delivers these solutions to customers operating complex environments, including hospitals, campuses, airports, municipalities,
and enterprise facilities. As customer requirements evolve, the Company provides technologies designed to improve operational visibility,
efficiency, and infrastructure management. We simplify the integration process because of our experienced team of professionals. We deliver
problem-solving solutions backed by numerous customer references. We offer comprehensive packaged and configurable software.

Our
software offering is a mix of internally developed and third-party software.

Our
practical AI-based vision solutions are currently in use for sensitive Homeland Security anti-terror projects and automated parking solutions.
Inspired by time-critical “friend or foe” decision-making processes, our patented algorithms are based on a combination of
cognitive science and machine-learning-based pattern-recognition technology which is arbitrated through a multi-layered decision-making
process that offers both speed and accuracy.

Our
experienced team of consulting and integration professionals guide companies through the entire development and deployment process, from
selecting technology, to the successful company-wide rollout of a customized solution that fits their unique requirements.

The
Company offers a full suite of configurable packaged software solutions that provide customers with unique solutions with significant
business Return on Investment (“ROI”), including:

Technology
Platform Overview

The
Company’s technology platform combines proprietary computer vision software, artificial intelligence models, and edge computing
infrastructure to analyze visual data captured from networked cameras and imaging sensors. The platform processes vehicle and pedestrian
activity in real time, enabling automated identification, event detection, and operational analytics across large physical environments.

The
architecture is designed to operate across distributed edge devices and centralized management systems, allowing customers to deploy
machine vision capabilities across multiple locations while maintaining centralized visibility and control. The platform integrates with
existing security systems, transportation infrastructure, and enterprise software through open interfaces and APIs, enabling organizations
to incorporate visual intelligence into existing operational workflows.

The
system supports a range of analytics, including vehicle recognition, license plate identification, zone-based monitoring, behavioral
detection, occupancy analysis, and event-triggered alerts. Data generated by the platform is processed to support automated enforcement,
operational decision making, and infrastructure monitoring while allowing operators to review events and maintain historical records
of activity across monitored environments.

The
platform is designed to scale across citywide deployments, transportation systems, campuses, and enterprise facilities where continuous
monitoring and real-time operational intelligence are required.

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Machine
Vision Solutions

The
Company develops and deploys AI-based machine vision solutions designed to monitor, identify, and analyze vehicles and pedestrian activity
in real time across transportation infrastructure, public safety environments, and enterprise facilities. These systems combine computer
vision algorithms with networked camera infrastructure to identify vehicles, license plates, and behavioral patterns, enabling automated
enforcement, traffic monitoring, and operational oversight. The platform integrates with existing infrastructure and third-party systems
to provide real-time alerts, analytics, and operational data for customers operating large and complex environments.

Vehicle
Recognition and License Plate Identification

The
Company provides vehicle recognition capabilities that identify license plates and vehicle attributes such as make and color. These technologies
are used by municipalities, airports, campuses, and private facilities to support access control, parking management, security monitoring,
and law enforcement activities. Systems can automatically identify vehicles of interest, detect policy violations, and generate alerts
or enforcement actions based on predefined rules.

Mobile
License Plate Inventory (MLPI)

The
Company’s MLPI platform enables patrol vehicles or operational fleets to capture license plates and vehicle attributes while in
motion. The system allows operators to monitor large geographic areas efficiently while validating permits, identifying unauthorized
vehicles, and detecting violations such as overstays or restricted-zone access. Mobile deployments are commonly used in municipal enforcement
programs, university campuses, and airport environments where large parking areas must be monitored continuously.

Highway
Monitoring and Safe City Enforcement (Q-Shield)

The
Company provides AI-based roadway monitoring solutions designed to support safe city initiatives and traffic enforcement programs. These
systems monitor vehicles traveling on highways and major roadways, detect violations, and generate real-time alerts when vehicles associated
with law enforcement databases or enforcement rules are identified. Deployments support transportation agencies and public safety organizations
seeking to improve roadway safety and enhance investigative capabilities.

Zone-Based
Monitoring and Compliance Detection

The
Company’s machine vision platform supports zone-based monitoring across controlled environments using configurable virtual zones.
These systems detect vehicle movement and presence within defined operational areas and identify unauthorized entry or policy violations.
Such capabilities are deployed in large campuses, logistics centers, and airport facilities where vehicle movement must be monitored
across multiple controlled areas.

Airport
and Transportation Operations

The
Company deploys license plate recognition and vehicle monitoring solutions at airports and transportation hubs to support parking operations,
curbside traffic management, and operational oversight. These systems automate vehicle identification at entry and exit points, assist
operators in locating vehicles within large parking environments, and provide real-time visibility into traffic activity within high-volume
transportation facilities.

High-Occupancy
Vehicle (HOV) Lane Monitoring

The
Company provides AI-based vehicle occupancy detection designed to support high-occupancy vehicle lane enforcement and compliance monitoring.
Computer vision models analyze live roadway imagery to identify and count passengers within moving vehicles, allowing transportation
agencies to monitor HOV lane compliance without manual inspection.

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People
Counting and Safety Line Crossing

The
Company offers people-counting and safety monitoring solutions that analyze pedestrian movement within defined areas. The system detects
individuals crossing predefined virtual lines or entering monitored zones and generates alerts when safety or operational thresholds
are exceeded. These analytics support transit stations, campuses, and public facilities where operators require automated monitoring
of passenger flow and crowd activity.

Face
Capture and Identity Monitoring

The
Company provides machine vision solutions capable of capturing facial images within controlled environments to support security monitoring
and identity verification workflows. These systems record facial imagery associated with access events, security alerts, or operational
records and maintain visual data that may support investigative review and operational oversight in secure environments.

Our
Target Markets

The
main markets we target are Public Safety, Hospitality, and Supply Chain Management. Within the Public Safety market, our groundbreaking
AI-based vision solutions are currently in use for sensitive Homeland Security anti-terror projects and discerning customers within the
access control, airport, border crossing, municipality safety, and parking industries. We seek to utilize our expertise and software
solutions in markets which provide the greatest opportunity to increase margins. Within the Supply Chain Management market, we believe
we can further develop our existing customer base that needs to replace their legacy systems with practical modern AI solutions.

We
believe integrating our patented and proprietary AI technology into our existing Supply Chain offerings will allow for automated logistics
monitoring and optimization, creating operational efficiencies at higher margins for us and our customers.

Our
Sales Strategy

Our
direct sales teams are supported by systems engineers with tenured experience in the mobile industry. The sales organization’s
growth mirrors the addition of new products and services. Sales team members are organized by industry, areas of opportunity, areas of
expertise, and territory. Our sales teams address national accounts, offering a broad array of unique solutions for key lines of business
applications, which provide opportunities for upselling and cross-selling to our customers. For the Israeli market, we have direct sales
teams that are organized by industry and product line. In Israel, we also offer comprehensive technical service and support which increases
customer confidence and supports the sales process.

Sales
personnel are supported internally by support staff who coordinate logistics, as well as by members of the systems engineering and software
teams who provide technical expertise.

Competition

The
machine vision market is competitive and includes both large established providers and smaller niche companies focused on specific applications
or end markets. The Company competes across vehicle recognition, traffic monitoring, public safety, parking, and access control solutions.
While many competitors provide only one component of the overall offering, OMNIQ delivers a total solution that includes hardware, software,
deployment, and support. The Company also believes its data privacy infrastructure is a meaningful differentiator for customers requiring
secure architecture, controlled data access, and responsible management of sensitive vehicle and image data.

7

Human
Capital

OMNIQ’s
operating philosophy is growth and continued success, which requires management and employees to work together in a spirit of cooperation
and teamwork. Our core values emphasize an environment where safety, diversity, inclusion, talent development, training, and retention
are top priorities. This has enabled us to meet various challenges over the years. Our progress reflects this strong, mutual commitment
between the Company and its employees. We believe our employees are our greatest asset. We remain focused on providing friendly and safe
working conditions, providing competitive pay, offering quality benefits, producing revenue for the continued growth of the Company,
and supporting the communities in which we operate. We realize our success is a direct result of the hard work and dedication of our
employees. Each employee at OMNIQ is a contributing partner in our future growth, and we strive to maintain a mutually beneficial culture
that also fosters the professional development of each employee.

As
of December 31, 2025, we had approximately 134 employees. Of these employees, 127 are salaried personnel (including commissioned employees)
and 7 are hourly personnel. Our employees perform the following functions: sales, assembly and warehouse, technical services, and office
and administrative support. We believe we have good relationship with our employees. Generally, the total number of employees does not
significantly fluctuate throughout the year.

Concentrations

For the year ended December 31, 2025, no
customer accounted for more than 10% of the Company’s revenues from continuing operations. For the year ended December 31, 2024, no customer accounted
for more than 10% of the Company’s revenues from continuing operations.

Accounts
receivables are made up of trade receivables due from customers in the ordinary course of business. As of December 31, 2025 and 2024,
no customer accounting for more than 10% of the outstanding receivables from continuing operations.

Accounts
payable from continuing operations are made up of payables due to vendors in the ordinary course of business as of December 31, 2025
and 2024. Two vendors made up 25% and one vendor made up 12% of our payables for the year ended December 31, 2025 and 2024,
respectively.

Available
Information

OMNIQ’s
website, www.omniq.com, and the information contained on that site, or connected to that site, are not part of or incorporated
by reference into this filing.

We
file electronically with the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments
to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. The SEC maintains an Internet
site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC. Copies of these reports, proxy and information statements and other information may be obtained by electronic request at
the following e-mail address: publicinfo@sec.gov. We use the Investor section of our website as a means of disclosing material non-public
information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor
section of our website, in addition to following press releases, SEC filings, and public conference calls and webcasts.

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