Exhibit 99.1

Proforma Financial Statements for December 31, 2024 and three months ending March 31, 2025 

OMNIQ CORP.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

(In thousands)

	As of March 31, 2025
				Pro Forma
	As Reported			Adjustments			Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	2,712		$	(2,000	)a	$	712
Accounts receivable, net		15,798			(6,898	)b		8,900
Inventory		4,326			(1,510	)b		2,816
Prepaid expenses		1,089			(644	)b		445
Other current assets		103			(64	)b		39
Total current assets		24,028			(11,116	)		12,912
Property and equipment, net of accumulated depreciation, net		684			(5	)b		679
Goodwill		2,862			-			2,862
Trade name, net of accumulated amortization, net		1,120			-			1,120
Customer relationships, net of accumulated amortization, net		2,909			-			2,909
Other intangibles, net of accumulated amortization, net		384			-			384
Right of use lease asset		884			(401	)b		483
Other assets		2,239			-			2,239
Total Assets	$	35,110		$	(11,522	)	$	23,588
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	64,850		$	(56,598	)b	$	8,252
Line of credit		269			-			269
Accrued payroll and sales tax		2,774			(1,255	)b		1,519
Notes payable – current portion		7,857			-			7,857
Lease liability – current portion		632			(315	)b		317
Other current liabilities		2,808			(1,280	)b		1,528
Total current liabilities		79,190			(59,448	)		19,742
Long-term liabilities
Accrued interest and accrued liabilities, related party		73			-			73
Notes payable, less current portion		644			(801	)b		(157	)
Lease liability		225			(98	)b		127
Other long-term liabilities		469			10,000	c		10,469
Total liabilities		80,601			(50,347	)		30,254
Stockholders’ equity (deficit)
Series C Preferred stock; $0.001 par value		1			-			1
Common stock; $0.001 par value		11			-			11
Additional paid-in capital		78,715			-			78,715
Accumulated (deficit)		(125,995	)		38,825	d		(87,170	)
Accumulated other comprehensive income		1,777			-			1,777
Total OmniQ stockholders’ equity (deficit)		(45,491	)		38,825			(6,666	)
Total liabilities and equity (deficit)	$	35,110		$	(11,522	)	$	23,588

OMNIQ CORP.

Unaudited Pro Forma Condensed Consolidated Statement of Loss

(In thousands, except per-share amounts)

	For the 3 months ended March 31, 2025
				Pro Forma
(In thousands, except share and per share data)	As Reported			Adjustments			Pro Forma
Revenues	$	19,903		$	(11,924	)e	$	7,979
Cost of goods sold		14,762			(8,966	)e		5,796
Gross profit		5,141			(2,958	)e		2,183
Operating expenses
Research & Development		507			(22	)e		485
Selling, general and administrative		5,064			(3,198	)e		1,866
Depreciation		28			(2	)e		26
Amortization		232			-			232
Total operating expenses		5,831			(3,222	)		2,609
Loss from operations		(690	)		264			(426	)
Other income (expenses):
Interest expense		(462	)		202	e		(260	)
Other (expenses) income		(973	)		31	e		(942	)
Gain on sale		-			38,574			38,574
Total other expenses		(1,435	)		38,807			37,372
Net Loss Before income Taxes		(2,125	)		39,071			36,946
Provision for Income Taxes
Current		36			-	g		36
Total Provision for Income Taxes		36			-			36
Net (Loss) Income	$	(2,089	)	$	39,071		$	36,982

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following items resulted in adjustments in the unaudited pro form condensed consolidated financial information:

a)	Adjustment represents cash transferred to buyer as part of the transaction.
b)	Adjustment represent the elimination of assets and liabilities sold.
c)	Adjustment represents the note payable issued to the buyer.
d)	Adjustment represents the elimination of net assets sold.
e)	Adjustments reflect the elimination of revenue, costs, and expenses directly attributed to the assets and liabilities sold.
f)	Adjustment reflects the approximate gain on sale of assets and liabilities calculated as follows:

Cash paid to buyer	$	(2,000	)
Notes payable issued to buyer		(10,000	)
Less: Carrying value of the sold net assets		50,825
Pro forma net gain on sale	$	38,825

g) Because the entity has sufficient net-operating loss carryforwards, we don’t anticipate a material tax effect.

OMNIQ CORP.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

(In thousands)

	As of December 31, 2024
				Pro Forma
	As Reported			Adjustments			Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	2,349		$	-		$	2,349
Accounts receivable, net		20,945			(10,608	)a		10,337
Inventory		7,405			(4,197	)a		3,208
Prepaid expenses		1,085			(482	)a		603
Other current assets		96			(61	)a		35
Total current assets		31,880			(15,348	)		16,532
Property and equipment, net of accumulated depreciation, net		721			(8	)a		713
Goodwill		2,918			-			2,918
Trade name, net of accumulated amortization, net		1,187			-			1,187
Customer relationships, net of accumulated amortization, net		3,115			-			3,115
Other intangibles, net of accumulated amortization, net		410			-			410
Right of use lease asset		1,076			(471	)a		605
Other assets		2,282			-			2,282
Total Assets	$	43,589		$	(15,827	)	$	27,762
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	66,097		$	(56,863	)a	$	9,234
Line of credit		535			-			535
Accrued payroll and sales tax		2,903			(1,490	)a		1,413
Notes payable – current portion		8,512			-			8,512
Lease liability – current portion		701			(309	)a		392
Other current liabilities		7,575			(5,891	)a		1,684
Total current liabilities		86,323			(64,553	)		21,770
Long-term liabilities
Accrued interest and accrued liabilities, related party		73			-			73
Notes payable, less current portion		234			-			234
Lease liability		353			(178	)a		175
Other long-term liabilities		494			10,000	f		10,494
Total liabilities		87,477			(54,731	)		32,746
Stockholders’ equity (deficit)
Series C Preferred stock; $0.001 par value		1			-			1
Common stock; $0.001 par value		11			-			11
Additional paid-in capital		78,713			-			78,713
Accumulated (deficit)		(123,899	)		38,902	b		(84,997	)
Accumulated other comprehensive income		1,286			2	c		1,288
Total OmniQ stockholders’ equity (deficit)		(43,888	)		38,904			(4,984	)
Total liabilities and equity (deficit)	$	43,589		$	(15,827	)	$	27,762

OMNIQ CORP.

Unaudited Pro Forma Condensed Consolidated Statement of Loss

(In thousands, except per-share amounts)

	For the year ended December 31, 2024
				Pro Forma
(In thousands, except share and per share data)	As Reported			Adjustments			Pro Forma
Revenues	$	73,573		$	(38,692	)d	$	34,881
Cost of goods sold		58,217			(28,965	)d		29,252
Gross profit		15,356			(9,727	)d		5,629
Operating expenses
Research & Development		1,497			352	d		1,849
Selling, general and administrative		19,491			(10,350	)d		9,141
Depreciation		364			(18	)d		346
Depreciation		915			-			915
Total operating expenses		22,267			(10,016	)		12,251
Loss from operations		(6,911	)		289			(6,622	)
Other income (expenses):								-
Interest expense		(3,455	)		2,399	d		(1,056	)
Other (expenses) income		(334	)		(157	)d		(491	)
Total other expenses		(3,789	)		2,242			(1,547	)
Net Loss Before income Taxes		(10,700	)		2,531			(8,169	)
Provision for Income Taxes
Current		698			(165	)e		533
Total Provision for Income Taxes		698			(165	)		533
Net (Loss) Income	$	(10,002	)	$	2,366		$	(7,636	)

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following items resulted in adjustments in the unaudited pro form condensed consolidated financial information:

a)	Adjustment represent the elimination of assets and liabilities sold.
b)	Adjustment represents the elimination of net assets sold.
c)	Adjustment represents the amount of accumulated other comprehensive income related to the net assets sold.
d)	Adjustments reflect the elimination of revenue, costs, and expenses directly attributed to the assets and liabilities sold.
e)	Adjustment reflects the approximate tax effect calculated on a prorated basis.
f)	Adjustment represents the note payable issued to the buyer.