UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2019
QUEST SOLUTION, INC.
(Exact name of registrant as specified in charter)
| Delaware | 000-09047 | 20-3454263 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
1865 West 2100 South, Salt Lake City, UT 84119
(Address of principal executive offices) (Zip Code)
(714) 899-4800
(Registrant’s telephone number, including area code)
860 Conger Street, Eugene, OR 97402
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 18, 2019, Quest Solution, Inc. (the “Company”) filed an amendment to its Certificate of Incorporation, as amended (the “Amendment”), with the Secretary of State of Delaware, pursuant to which the Company i) changed its name from Quest Solution, Inc. to OMNIQ Corp (the “Name Change”) and ii) effected a reverse split of its common stock at a ratio of one (1) for twenty (20) (the “Reverse Split”). The Amendment will be effective at 8:00 a.m. Eastern Time on November 20, 2019 (the “Effective Time”).
The Amendment provides that, at the Effective Time, every twenty shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share. As a result of the Reverse Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options and warrants issued by the Company and outstanding immediately prior to the Effective Time, which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares authorized for future grant under the Company’s equity incentive/compensation plans immediately prior to the Effective Time will be reduced proportionately.
The Company’s common stock will begin trading on the OTC Market on a split-adjusted basis under the temporary stock symbol of “QUESD” when the market opens on November 20, 2019. The “D” will appear on the Company’s ticker symbol for the next 20 business days. The new CUSIP number for the Company’s common stock following the Reverse Split is 68217M 107.
The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events.
On November 18, 2019 the Company issued a press release. A copy of the press release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1.
Item 9.01 Financial statements and Exhibits
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 18, 2019
| QUEST SOLUTION, INC. | ||
| By: | /s/ Shai S. Lustgarten | |
| Shai S. Lustgarten | ||
| President and CEO | ||
Form of
Certificate of Amendment of
Certificate of Incorporation of
Quest Solution, Inc.
Under Section 242 of the Delaware General Corporation Law
Quest Solution, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
| 1. | The Certificate of incorporation of the Corporation is hereby amended by changing ARTICLE ONE, so that, as amended, said ARTICLE shall be and read as follows: |
FIRST: The name of the corporation is OMNIQ Corp.
| 2. | The Certificate of incorporation of the Corporation is hereby amended by changing ARTICLE FOUR, so that, as amended, said ARTICLE shall be and read as follows: |
FOURTH: The total number of authorized shares which the corporation is authorized to issue shall be 200,000,000 shares of common stock, having a par value of $0.001 per share, and 25,000,000 shares of preferred stock, having a par value of $0.001 per share.
The number of authorized shares of preferred stock or of common stock may be raised by the affirmative vote of the holders of a majority of the outstanding shares of the corporation entitled to vote thereon.
All shares of common stock shall be identical and each share of common stock shall be entitled to one vote on all matters.
The board of directors is authorized, subject to limitations prescribed by law and the provisions of this Article Fourth, to provide by resolution or resolutions for the issuance of up to 25,000,000 shares of preferred stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares included in any such series, and to fix the designation, powers, preferences and rights of the shares of any such series and the qualifications, limitations or restrictions thereof.
At 8:00 AM Eastern Standard Time on Wednesday, November 20, 2019 (the “Effective Time”), pursuant to the Delaware General Corporation Law of this amendment to the Corporation’s Certificate of Incorporation, as amended, each twenty (20) shares of Common Stock issued and outstanding immediately prior to the Effective Time either issued and outstanding or held by the Corporation as treasury stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof; provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up to the nearest whole number. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.
| 3. | That, pursuant to a resolution of its Board of Directors, a special meeting of the stockholders of Quest Solution, Inc. was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of granting the Board of Directors the authority to amend the Certificate of Incorporation to provide for a reverse stock split and the Board of Directors subsequently approved a ratio of 1-for-20. |
| 4. | The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the unanimous written consent of the Board of Directors of the Corporation and by the holders of a majority of the voting capital stock of the Company. |
IN WITNESS WHEREOF, I have signed this Certificate this 15th day of November, 2019
| QUEST SOLUTION, INC. | |
| Shai Lustgarten | |
| Chief Executive Officer |
Quest Solution Announces Name Change to OMNIQ Corp. and Reverse Stock Split
| ● | Reverse split undertaken with the intent to uplist to a national securities exchange | |
| ● | New name better expresses Company’s heightened focus on enhancing leadership position as AI-Machine vision solutions provider |
Salt Lake City, UT, November 18, 2019 — Quest Solution, Inc. (OTCQB: QUES) (“Quest” or “the Company”), announced that it has changed its corporate name to OMNIQ Corp. to better reflect its evolved business which now includes Artificial Intelligence (AI)-based computer vision solutions.
Shai Lustgarten, CEO, commented, “Following our recently announced record $45M in revenue for the nine months ended September 30, 2019 and the successful integration of our state-of-the-art AI-machine vision capabilities acquired thirteen months ago, we believe it makes sense to rebrand at the corporate level under the name OMNIQ, which we believe better represents the all-encompassing nature of our products and solutions. At the operating level, our supply chain business will continue to be known as Quest Solution and our AI business will continue to operate under the HTS brand. With our enhanced AI capabilities, Quest has broadened its market penetration to include the high growth verticals of Public Safety, Safe City and Safe Campus/Schools; Homeland Security and Ticketless Parking. Moreover, our AI technology enables us to offer innovative unique solutions to our loyal Fortune 500 customers in the multi-billion dollar digital supply chain market.”
The Company will also execute a 1-for-20 reverse stock split of its common stock, effective on Wednesday, November 20, 2019. The Company has undertaken the reverse split with the intent of increasing the market price of the common stock to attract a broader range of investors as it moves forward with its strategy to uplist to a national securities exchange. Any fractional shares of common stock will be rounded up to the next full share. Following the reverse split, the Company will have approximately 4,000,000 shares of common stock outstanding. The reverse stock split was previously approved by the Company’s Board of Directors and stockholders holding a majority of the Company’s voting power.
As a result of the reverse stock split, the Company will trade under the new symbol QUESD for 20 trading days beginning on November 20, 2019. The “D” will be removed after 20 trading days and the Company will be assigned a symbol reflecting its new name.
Mr. Lustgarten continued, “With our stronger market position, new high growth end markets and rebranded corporate entity, this reverse split is a natural next step to pursue a national exchange listing. This is an exciting time for our Company and we are looking forward to the next chapter in our progress. With our industry leading AI-machine vision capabilities, outstanding R&D team based in Israel, skilled and growing sales force and solid base of Fortune 500 customers, we look forward to driving future growth and enhanced shareholder value.”
Once the reverse stock split becomes effective, stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-20 reverse stock split. Stockholders should direct any questions concerning the reverse stock split to their broker or the Company’s transfer agent, Equity Stock Transfer, at https://equitystock.com/contact.
About Quest Solution, Inc.
Quest Solution’s HTS Image Processing subsidiary is a leading provider of computer vision image processing-based solutions using patented and proprietary AI technology to provide real-time surveillance and monitoring for homeland security, traffic & parking management, law enforcement and access control applications as well as supply chain management.
Rated in the Top 1% of global solution providers, Quest specializes in the design, deployment and management of enterprise mobility solutions including Automatic Identification and Data Capture (AIDC), Mobile Cloud Analytics, RFID (Radio Frequency Identification), and proprietary Mobility software. Our mobility products and services offering is designed to identify, track, trace, share and connect data to enterprise systems such as CRM or ERP solutions. Our customers are leading Fortune 500 companies from several sectors including manufacturing, retail, distribution, food and beverage, transportation and logistics, health care and chemicals/gas/oil.
Information about Forward-Looking Statements
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Statements in this press release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. This release contains “forward-looking statements” that include information relating to future events and future financial and operating performance. The words “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential” and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for Quest Solution, Inc.’s products, the introduction of new products, the Company’s ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company’s liquidity and financial strength to support its growth, the Company’s ability to manage credit and debt structures from vendors, debt holders and secured lenders, the Company’s ability to successfully integrate its acquisitions, risks related to the sale of Quest Solution Canada Inc. to Viascan Group Inc. and other information that may be detailed from time-to-time in Quest Solution Inc.’s filings with the United States Securities and Exchange Commission. For a more detailed description of the risk factors and uncertainties affecting Quest Solution, Inc. please refer to the Company’s recent Securities and Exchange Commission filings, which are available at http://www.sec.gov. Quest Solution, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless otherwise required by law.
Investor Contact:
John Nesbett/Jen Belodeau
IMS Investor Relations
203.972.9200
jnesbett@institutionalms.com