UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________________ to __________________
Commission
file number:
(Exact Name Of Registrant As Specified In Its Charter)
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| (State of | (I.R.S. Employer | |
| Incorporation) | Identification Number) |
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| (Address of Principal Executive Officers) | (Zip Code) |
Registrant’s
Telephone Number, Including Area Code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
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☒ | Smaller reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
On November 13, 2025, the Registrant had shares of common stock issued and outstanding.
VIEWBIX INC.
TABLE OF CONTENTS
| Item | Description | Page | ||
| PART I - FINANCIAL INFORMATION | 3 | |||
| ITEM 1. | FINANCIAL STATEMENTS | 3 | ||
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS | 46 | ||
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 56 | ||
| ITEM 4. | CONTROLS AND PROCEDURES | 56 | ||
| PART II - OTHER INFORMATION | 56 | |||
| ITEM 1. | LEGAL PROCEEDINGS | 56 | ||
| ITEM 1A. | RISK FACTORS | 56 | ||
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 58 | ||
| ITEM 3. | DEFAULT UPON SENIOR SECURITIES | 58 | ||
| ITEM 4. | MINE SAFETY DISCLOSURE | 58 | ||
| ITEM 5. | OTHER INFORMATION | 59 | ||
| ITEM 6. | EXHIBITS | 59 | ||
| SIGNATURES | 60 |
| - 2 - |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VIEWBIX INC.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2025
CONTENTS
| - 3 - |
VIEWBIX INC.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
U.S. dollars in thousands (except share data)
| As of | As of | |||||||||||
| Note | September 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash and cash equivalents |
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| Restricted deposits |
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| Accounts receivable |
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| Loan to parent company | 3 |
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| Other current assets |
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| Total current assets |
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| NON-CURRENT ASSETS | ||||||||||||
| Deferred taxes |
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| Property and equipment, net |
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| Intangible assets, net | 5 |
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| Goodwill | 5 |
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| Total non-current assets |
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| Total assets |
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The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.
| - 4 - |
VIEWBIX INC.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.)
U.S. dollars in thousands (except share data)
| As of | As of | |||||||||||
| Note | September 30, 2025 | December 31, 2024 | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Accounts payable |
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| Short-term loans | 7 |
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| Current maturities of long-term loans | 7 |
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| Embedded derivatives | 7,8 |
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| Short-term convertible loans | 7 |
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| Other payables |
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| Total current liabilities |
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| NON-CURRENT LIABILITIES | ||||||||||||
| Long-term loans, net of current maturities | 7 |
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| Deferred taxes |
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| Earn-out liability | 6 |
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| Total non-current liabilities |
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| Commitments and Contingencies | 9 | |||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Common stock of $ par value - Authorized: shares; Issued and outstanding: and shares as of September 30, 2025, and December 31, 2024, respectively (*) . |
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| Additional paid-in capital |
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| Accumulated deficit |
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| Equity attributed to shareholders of Viewbix Inc. |
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| Non-controlling interests |
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| Total equity |
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| Total liabilities and shareholders’ equity |
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| (*) |
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The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.
| - 5 - |
VIEWBIX INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
U.S. dollars in thousands (except share data)
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For the nine months ended
September 30, |
For the three months ended
September 30, |
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| Note | 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Revenues |
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| Costs and Expenses: | |||||||||||||||||||
| Traffic-acquisition and related costs |
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| Research and development |
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| Selling and marketing |
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| General and administrative |
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| Depreciation and amortization |
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| Impairment of intangible assets and goodwill | 5B |
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| Other expenses (income), net | 1D,4 |
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| Operating loss |
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| Financial expenses (income), net | 11 |
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| Loss before income taxes |
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| Income tax benefit |
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| Net loss |
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| Less: net loss attributable to non-controlling interests |
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| Net loss attributable to shareholders of Viewbix Inc. |
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| Net loss per share – Basic and diluted attributed to shareholders: | |||||||||||||||||||
| Weighted average number of shares – Basic and diluted | (*) | (*) | |||||||||||||||||
| (*) |
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The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.
| - 6 - |
VIEWBIX INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
U.S. dollars in thousands (except share data)
| Common stock (*) |
Additional paid-in |
Accumulated |
Total Attributed to the company’s |
Non- Controlling |
Total | |||||||||||||||||||||||
| Number | Amount | capital | Deficit | Shareholders | Interests | Equity | ||||||||||||||||||||||
| Balance as of January 1, 2025 |
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| Net loss | - |
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| Shares issued in connection with the Reverse Stock Split (see note 10.E) |
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| Issuance of shares in connection with acquisition of a subsidiary (see note 6) |
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| Issuance of shares and warrants in connection with conversion of loans (see notes 7.E, 7.F, 7.G) |
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| Issuance of shares and warrants in connection with private placement (see note 10.C) |
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| Exercise of warrants (see notes 10.A, 10.B, 10.C) |
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| Redeem of loan to parent company (see note 3) | - |
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| Share-based compensation |
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| Balance as of September 30, 2025 |
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VIEWBIX INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
U.S. dollars in thousands (except share data)
| Common stock |
Additional paid-in |
Accumulated |
Total Attributed to the company’s |
Non- Controlling |
Total | |||||||||||||||||||||||
| Number | Amount | capital | Deficit | Shareholders | Interests | Equity | ||||||||||||||||||||||
| Balance as of July 1, 2025 |
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| Net loss | - |
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| Issuance of shares and warrants in connection with private placement (see note 10.C) |
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| Exercise of warrants (see notes 10.B, 10.C) |
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| Balance as of September 30, 2025 |
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The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.
| - 7 - |
VIEWBIX INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
U.S. dollars in thousands (except share data)
| Common stock (*) |
Additional paid-in |
Accumulated |
Total Attributed to the company’s |
Non- Controlling |
Total | |||||||||||||||||||||||
| Number | Amount | capital | Deficit | Shareholders | Interests | Equity | ||||||||||||||||||||||
| Balance as of January 1, 2024 |
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| Net loss | - |
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| Share-based compensation (see note 10.E) | - |
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| Issuance of shares upon RSUs vesting (see note 10.E) |
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| Issuance of shares to consultants (see note 10.A) |
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| Issuance of shares and warrants in connection with short-term loan and convertible loans (see notes 7.E-7.G and 10.A) |
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| Issuance of shares and warrants in connection with private placement (see note 10.B) |
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| Issuance costs in connection with private placement (see note 10.B) |
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| Reclassification of derivative warrant liability to equity (see note 7.E) | - |
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| Balance as of September 30, 2024 |
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| - 8 - |
The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.
VIEWBIX INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
U.S. dollars in thousands (except share data)
| Common stock (*) |
Additional paid-in |
Accumulated |
Total Attributed to the company’s |
Non- Controlling |
Total | |||||||||||||||||||||||
| Number | Amount | capital | Deficit | Shareholders | Interests | Equity | ||||||||||||||||||||||
| Balance as of July 1, 2024 |
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| Net loss | - |
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| Share-based compensation | - |
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| Issuance of shares upon RSUs vesting (see note 10.E) |
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| Issuance of shares to consultants (see note 10.A) |
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| Issuance of shares and warrants in connection with convertible loans (see notes 7.F, 7.G and 10.A) |
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| Issuance of shares and warrants in connection with private placement (see note 10.B) |
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| Issuance costs in connection with private placement (see note 10.B) |
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| Reclassification of derivative warrant liability to equity (see note 7.E) | - |
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| Balance as of September 30, 2024 |
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The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.
| - 9 - |
VIEWBIX INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
U.S. dollars in thousands (except share data)
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For the nine months ended September 30, |
For the three months ended September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cash flows from Operating Activities | ||||||||||||||||
| Net loss |
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| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||
| Depreciation and amortization |
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| Share-based compensation |
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| Deferred taxes |
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| Accrued interest, net |
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| Interest income |
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| Amortization of loan discounts |
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| Change in the fair value of financial assets at fair value through profit or loss (see note 8) |
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| Amortization of deferred debt issuance costs (see notes 7.E. 7.F, 7.G) |
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| Impairment of intangible assets and goodwill (see note 5) |
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| Equity based debt issuance costs (see note 7.E) |
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| Loss from substantial debt terms modification (see note 7.D) |
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| Loss on sale and disposal of property and equipment |
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| Loss from termination of lease agreement |
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| Changes in assets and liabilities items: | ||||||||||||||||
| Decrease (increase) in accounts receivable |
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| Decrease in other current assets |
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| Increase (decrease) in accounts payable |
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| Decrease (increase) in other payables |
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| Net cash provided by (used in) operating activities |
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The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.
| - 10 - |
VIEWBIX INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Cont.)
U.S. dollars in thousands (except share data)
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For the nine months ended September 30, |
For the three months ended September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cash flows from Investing Activities | ||||||||||||||||
| Net cash from acquisition of a subsidiary (see appendix A) |
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| Net cash provided by investing activities |
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| Cash flows from Financing Activities | ||||||||||||||||
| Receipt of short-term convertible loans |
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| Receipt of short-term bank loans |
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| Receipt of long-term bank loan |
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| Repayment of short-term bank loans |
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| Repayment of long-term bank loans |
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| Increase in loan to parent company (see note 3) |
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| Proceeds from issuance of shares and warrants in connection with 2024 Private Placement (see notes 10.B) |
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| Issuance costs in connection with 2024 Private Placement (see note 10.B) |
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| Proceeds from issuance of shares and warrants in connection with July 2025 Private Placement, net of issuance costs (see notes 10.C) |
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| Proceeds from exercise of warrants |
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| Net cash provided by (used in) financing activities |
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| Increase (decrease) in cash and cash equivalents and restricted cash |
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| Cash and cash equivalents and restricted cash at beginning of period |
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| Cash and cash equivalents and restricted cash at end of period |
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| Supplemental Disclosure of Cash Flow Activities: | ||||||||||||||||
| Cash paid during the period | ||||||||||||||||
| Taxes paid |
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| Interest paid |
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| Substantial non-cash activities: | ||||||||||||||||
| Deemed extinguishment and re-issuance of debt (see note 7.D) |
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| Termination of operating lease agreement (see note 4) |
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| Redeem of loan to parent company |
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| Conversion of loans into shares and warrants |
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Appendix A :
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As of March 24, 2025 |
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| Consolidation of Metagramm (see note 6): | ||||
| Other current assets |
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| Property and equipment |
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| Goodwill |
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| Technology, net of deferred taxes |
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| Customer Relations, net of deferred taxes |
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| Earn-out liability |
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| Consideration paid in Company’s shares |
(
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| Balance as of March 24, 2025 |
(
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The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.
| - 11 - |
VIEWBIX INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 1: GENERAL
A. Organizational Background
Viewbix Inc. (the “Company”) was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”). On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc (“Zaxis”). On March 16, 2015, Zaxis and Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald Israel”) executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned subsidiary. Accordingly, on September 14, 2015, the Company changed its name to Emerald Medical Applications Corp., subsequent to which the Company, through Emerald Israel, was engaged in the development of technology for use in detection of skin cancer. On January 29, 2018, the Company ceased its business operations in this field. On May 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney as special executor for Emerald Israel.
On
January 17, 2018, the Company formed a new wholly owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies
Ltd. (“VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or
sale of cryptocurrencies. Effective as of March 7, 2018, the Company’s name was changed from Emerald Medical Applications Corp.
to Virtual Crypto Technologies, Inc. VCT Israel ceased its business operation in 2019 and prior to consummation of the Recapitalization
Transaction. On January 27, 2020, VCT Israel was sold to a third party for NIS
On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement” or the “Recapitalization Transaction”) with Gix Internet Ltd., a company organized under the laws of the State of Israel (“Gix” or “Parent Company”), pursuant to which, Gix assigned, transferred and delivered its % holdings in Viewbix Ltd., a company organized under the laws of the State of Israel (“Viewbix Israel”), to the Company in exchange for shares of the Company, which resulted in Viewbix Israel becoming a subsidiary of the Company. In connection with the Share Exchange Agreement, effective as of August 7, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc.
B. Reorganization Transaction
On
December 5, 2021, the Company entered into a certain Agreement and Plan of Merger with Gix Media Ltd. (“Gix Media”), an Israeli
company and the majority-owned (
On
September 19, 2022, the Reorganization Transaction was consummated and as a result, all outstanding ordinary shares of Gix Media, having
no par value (the “Gix Media Shares”) were delivered to the Company in exchange for the Company’s shares of common
stock, par value $
per share (“Common Stock”).
| - 12 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 1: GENERAL (Cont.)
B. Reorganization Transaction (Cont.)
In
connection with the Closing of the Reorganization Transaction, the Company filed an Amended and Restated Certificate of Incorporation
(the “Amended COI”) with the Secretary of State of Delaware, effective as of August 31, 2022, pursuant to which, concurrently
with the effectiveness of the Amended COI, the Company, among other things, effected a reverse stock split of its common stock at a ratio
of
As the Company and Gix Media were consolidated both by the Parent Company and Xylo Technologies Ltd. (formerly known as Medigus Ltd.) (the “Ultimate Parent”), before and after the Reorganization Transaction, the Reorganization Transaction was accounted for as a transaction between entities under common control. Accordingly, the financial information of the Company and Gix Media is presented in these financial statements, for all periods presented, reflecting the historical cost of the Company and Gix Media, as it is reflected in the consolidated financial statements of the Parent Company, for all periods preceding March 1, 2022, the date the Ultimate Parent obtained a controlling interest in the Parent Company and as it is reflected in the consolidated financial statements of the Ultimate Parent for all periods subsequent to March 1, 2022.
C. Business Overview
The Company and its subsidiaries (the “Group”), Gix Media and Cortex Media Group Ltd. (“Cortex”), operate in the field of digital advertising. The Group has two main activities that are reported as separate operating segments: the search segment and the digital content segment.
The search segment develops a variety of technological software solutions, which perform automation, optimization, and monetization of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers. The search segment activity is conducted by Gix Media.
The digital content segment is engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, by utilizing such content to obtain and route internet user traffic for its customers. The digital content segment activity is conducted by Cortex.
On
January 23, 2023, Gix Media acquired an additional
On
March 24, 2025, the Company entered into a securities exchange agreement with Metagramm Software Ltd. (“Metagramm”) and all
of the shareholders of Metagramm, pursuant to which the Company acquired
Metagramm specializes in developing advanced writing assistance tools that leverage artificial intelligence, machine learning and natural language processing technologies. Metagramm’s main product, “Bubbl” is a writing tool designed to provide personalized and customized text tailored to the user’s unique expression and can translate various languages into English. Metagramm licenses its products on a subscription basis to businesses and individual customers.
Subsequent to the balance sheet date, on November 9, 2025, Gix Media entered into a share purchase agreement pursuant to which it sold all of the issued and outstanding share capital of Cortex (see note 13.C).
| - 13 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 1: GENERAL (Cont.)
D. Impact of the War in Israel
In October 2023, Israel was attacked by the Hamas terrorist organization and entered a state of war on several fronts. In June 2025, following escalating threats and intelligence reports of imminent attacks, Israel conducted preemptive strikes on military and nuclear infrastructure in Iran. Iran responded with drones and missiles attacks, some of which caused civilian casualties and infrastructure damage. After 12 days of hostilities, a ceasefire between Israel and Iran was reached in June 2025. As of October 9, 2025, Israel and Hamas entered into a ceasefire agreement calling for a permanent end of the war. However, there are no assurances that such agreements will hold. As a result, while the ceasefire marks a potential shift towards stability in the region, the situation remains volatile, and the risk of broader regional escalation involving additional actors persists. As of the date of issuance of these financial statements, conflict continues in parts of the region.
In
January 2024, Gix Media and Cortex filed a request with the Israeli Tax Authority (the “ITA”) to receive compensation for
the decrease in revenues related to the War. In April and May 2024, Gix Media and Cortex received a total of $
As the Group’s customers are mainly in the US and Europe, its operations, revenues, and profitability were indirectly affected due to recruitment of senior employees to military reserves for an extended period of time.
E. Cortex Adverse Effect
In
April 2024, the Company was informed by Cortex that a significant customer of Cortex recently notified Cortex it will stop advertising
on Cortex’s sites, as part of its policy decision to cease advertising on Made for Advertising (“MFA”) sites (the “Cortex
Adverse Effect”). The Cortex Adverse Effect, which has materially affected Cortex’s business and operations, has occurred
following certain recent developments relating to publishers that are categorized by a number of on-line advertisers as MFA, including
decisions made by leading media on-line advertisers to prioritize different media categories and implement publishing restrictions in
connection with MFA. Due to the Cortex Adverse Effect and additional circumstances as explained in note 5.B, the Company recorded an
impairment loss of $
Subsequent to the balance sheet date, on November 9, 2025, Gix Media entered into a share purchase agreement pursuant to which it sold all of the issued and outstanding share capital of Cortex (see note 13.C).
| - 14 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 1: GENERAL (Cont.)
F. Filing of Insolvency Petition Against Gix Media
On
March 27, 2025, a petition (the “Petition”) was filed with the District Court of Tel Aviv-Jaffa (the “Court”)
for a court order to commence insolvency proceedings against Gix Media. The Petition was filed by a primary service provider of Gix Media
(the “Service Provider”) alleging that Gix Media owes it approximately $
On
July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Provider and other creditors of
Gix Media that joined the Petition (collectively, the “Service Providers”) with respect to the debts owed by Gix Media to
the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix
Media to the Service Providers. On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $
G. Nasdaq Uplisting
On June 4, 2025, the Company’s shares of common stock were approved for listing on The Nasdaq Capital Market (“Nasdaq”). The Company’s shares began trading under the symbol “VBIX” on the Nasdaq on June 5, 2025 (the “Uplist Date”). The Company’s shares were previously quoted on the OTC Markets, Pink Tier under the symbol “VBIX”, and ceased to be quoted on the OTC Markets, Pink Tier at the close of business on June 4, 2025 (the “Uplist”).
As
a result of the Uplist, the Company received during June and July 2025, aggregate gross proceeds of $
H. Going Concern
From
the second half of 2023 through September 30, 2025, the Company experienced a decrease in its revenues from the digital content and search
segments, as a result of: the Cortex Adverse Effect (see note 1.E), a decrease in user traffic acquired from third party advertising
platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers’ technology, which adversely
impacted the Company’s ability to acquire traffic in the search segment and a decrease in revenues from routing of traffic acquired
from third-party strategic partners in the search segment, as a result of lack of availability of suppliers credit from such third party
strategic partners. As a result of the foregoing, during the nine months ended September 30, 2025, the Company recorded an operating
loss of $
| - 15 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 1: GENERAL (Cont.)
H. Going Concern (Cont.)
The decline in revenues and other circumstances described above raise substantial doubts about the Company’s ability to continue as a going concern during the 12-month period following the issuance date of these financial statements.
Management’s
response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research
and development and selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well
as creation of new partnerships and other new income sources. In addition, during the period from June to August 2024, the Company raised
through a private placement and through three facility agreements with certain investors and lenders aggregate gross proceeds of $
Moreover,
the Company raised additional funds during 2025, significantly increasing its cash balance, as follows: (1) pursuant to the consummation
of the Uplist (as described in note 1.G above), the Company received during June and July 2025, aggregate gross proceeds of $
In addition, on November 5, 2025,
the Company entered into a private placement transaction, subject to the satisfaction of certain closing conditions, pursuant to which
the Company is expected to receive aggregate gross proceeds of approximately $
Notwithstanding the foregoing, there remains uncertainty as to whether the Company will be able to secure additional funding when needed.
These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
| - 16 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
A. Unaudited Interim Financial Statements
The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2024.
B. Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
C. Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, stock-based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates.
D. Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations.
| - 17 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
E. Fair Value of Financial Instruments
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
F. Significant Accounting Policies
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.
G. Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s interim condensed consolidated financial statements.
| - 18 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 3: LOAN TO PARENT COMPANY
G. Recent Accounting Pronouncements (Cont.)
|
As of September 30 2025 |
As of December 31 2024 |
|||||||
| Loan to Parent Company | $ | $ |
|
|||||
The balance with the Parent Company represents a balance of an intercompany loan under a loan agreement signed between Gix Media and the Parent Company on March 22, 2020. The loan bore interest at a rate determined from time to time in accordance with Section 3(j) of the Income Tax Ordinance, new version, and the Income Tax Regulations (Determination of Interest Rate for the purposes of Section 3(j), 1986) or according to a market interest rate decision as agreed between the parties. The amount of the loan is in U.S. dollars.
On March 19, 2025, the Company’s board of directors approved to extend the loan between Gix Media and the Parent Company until September 1, 2025. All other terms and conditions of the loan will remain unchanged.
On
April 10, 2025, the Company’s board of directors approved the redemption of the loan between Gix Media and the Parent Company.
As a result, Gix Media and the Parent Company entered into a redemption agreement, effective as of May 27, 2025, pursuant to which the
outstanding loan was redeemed in consideration for the transfer to Gix Media of all of the Parent Company’s intangible assets,
including, inter alia, intellectual property rights, trademarks, software, algorithms, domains, technological know-how and any other
intangible asset (the “Redemption”). Since this transaction is between entities under common control, the intangible assets
received from the Parent Company were recorded at their historical carrying amount as they were recorded at the Parent Company’s
financial statements which is $
As
a result, the outstanding loan amount including accrued interest, totaling $
For
the nine months ended September 30, 2025 and 2024, Gix Media recognized interest income in the amount of $
NOTE 4: LEASES
On
February 25, 2021, Gix Media entered into a lease agreement for a new corporate office of
The
Company included renewal options that it was reasonably certain to exercise in the measurement of the lease liabilities. In December
2023, the Company exercised the option to extend the lease period for an additional term of 24 months (from March 1, 2024, to
On
June 20, 2024, Gix Media and the lessor of its offices entered into a lease termination agreement. According to the agreement, the lease,
which originally had a termination date of February 28, 2026, terminated on June 30, 2024. In compensation for the lessor’s consent
to an early termination, Gix Media paid the lessor $
Operating
lease expenses amounted to $
| - 19 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 5: GOODWILL AND INTANGIBLE ASSETS, NET
A. Composition:
| Internal-use Software | Customer Relations | Technology | Goodwill | Total | ||||||||||||||||
| Cost: | ||||||||||||||||||||
| Balance as of January 1, 2025 |
|
|
|
|
|
|||||||||||||||
| Consolidation of Metagramm (note 6) |
|
|
|
|
||||||||||||||||
| Impairment of intangible assets and goodwill |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
| Balance as of September 30, 2025 |
|
|
|
|
|
|||||||||||||||
| Accumulated amortization: | ||||||||||||||||||||
| Balance as of January 1, 2025 |
|
|
|
|
||||||||||||||||
| Amortization recognized during the period |
|
|
|
|
||||||||||||||||
| Balance as of September 30, 2025 |
|
|
|
|
||||||||||||||||
| Amortized cost: | ||||||||||||||||||||
| As of September 30, 2025 |
|
|
|
|
||||||||||||||||
| Internal-use Software | Customer Relations | Technology | Goodwill | Total | ||||||||||||||||
| Cost: | ||||||||||||||||||||
| Balance as of January 1, 2024 |
|
|
|
|
|
|||||||||||||||
| Impairment of goodwill |
(
|
) |
(
|
) | ||||||||||||||||
| Balance as of December 31, 2024 |
|
|
|
|
|
|||||||||||||||
| Accumulated amortization: | ||||||||||||||||||||
| Balance as of January 1, 2024 |
|
|
|
|
||||||||||||||||
| Amortization recognized during the year |
|
|
|
|
||||||||||||||||
| Balance as of December 31, 2024 |
|
|
|
|
||||||||||||||||
| Amortized cost: | ||||||||||||||||||||
| As of December 31, 2024 |
|
|
|
|
|
|||||||||||||||
B. Impairment of intangible assets and goodwill:
As
of September 30, 2025, the Company identified indicators of impairment of the digital content reporting unit. As a result, the
Company performed an impairment test which included a quantitative analysis of the fair value of the reporting unit. The estimation
of the fair value was based on indications of the consideration payable, as of September 30, 2025, in connection with the sale of
Cortex (see note 13.C), whose operations are attributable to the digital content reporting unit. The Company determined that the
fair value of the reporting unit was less than its carrying amount and recognized an impairment loss of $
| - 20 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 6: BUSINESS COMBINATION
Metagramm Acquisition:
On July 31, 2024, the Company entered into a securities exchange agreement with Metagramm pursuant to which the Company agreed to issue to Metagramm % of its issued and outstanding share capital in exchange for % of Metagramm’s issued and outstanding share capital (the “2024 SEA”).
On
March 24, 2025 (the “Closing Date”), the Company entered into a new securities exchange agreement with Metagramm and all
of the shareholders of Metagramm which replaced and terminated the 2024 SEA (the “2025 SEA”). Pursuant to the 2025 SEA, the
Company acquired
In
addition, the Company agreed to pay Metagramm’s shareholders cash earn-out payments on a pro rata basis of up to a cumulative sum
of $
Fair Value of Metagramm’s Identifiable Assets and Liabilities:
| Cash and cash equivalents |
|
|||
| Other current assets |
|
|||
| Property and equipment |
|
|||
| Goodwill arising from the acquisition |
|
|||
| Technology, net of deferred taxes |
|
|||
| Customer Relations, net of deferred taxes |
|
|||
| Total cost of the acquisition |
|
|||
| Earn-out liability arising from the acquisition |
|
|||
| Total liabilities |
|
|||
| Consideration paid in Company’s shares |
|
The total consideration was allocated to the fair value of assets acquired and liabilities assumed as of the Closing Date, with the excess purchase price recorded as goodwill.
| - 21 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 6: BUSINESS COMBINATION (Cont.)
Metagramm Acquisition (Cont.)
Management’s estimate of the fair values of the acquired technology and customer relations and earn-out liability assumed as of the Closing Date is preliminary and subject to change and is based on established and accepted valuation techniques performed with the assistance of third-party valuation specialists. Changes to amounts will be recorded as adjustments to the provisional amounts recognized as of the Closing Date and may result in a corresponding adjustment to goodwill during the remainder of the measurement period, which will not exceed twelve months from the Closing Date.
The goodwill that arose from the acquisition consists of synergies expected from the activities of the Company and Metagramm. The estimation of the fair value of these intangible assets was determined using the income approach, which is based on the present value of the future cash flows attributable to each identifiable intangible asset. The estimation of the fair value of the earn-out liability was calculated based on Monte Carlo method.
Other current assets were estimated to have fair values that approximate their carrying values due to the short-term maturities of these instruments.
The
estimated useful lives for the acquired technology and customer relations of Metagramm Acquisition are
| - 22 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 7: LOANS
A. Composition of long-term loans, short-term loans, and credit lines of the Group:
The following is the composition of the balance of the Group’s loans according to their nominal value:
| Interest rate |
As of September 30, 2025 |
As of December 31, 2024 |
||||||||||
| Short-term bank loans – Gix Media |
|
% |
|
|
||||||||
| Short-term bank loan – Cortex |
|
% |
|
|
||||||||
| Long-term bank loan, including current maturity – Gix Media (received on October 13, 2021) |
|
% |
|
|||||||||
| Long-term bank loan, including current maturity – Gix Media (received on January 17, 2023) |
|
% |
|
|||||||||
| Long-term bank loan, including current maturity – Gix Media (received on July 10, 2025) |
|
% |
|
|||||||||
| Short-term loan – June 2024 Facility Agreement – Viewbix Inc |
|
% |
|
|||||||||
| Short-term convertible loan – June 2024 Facility Agreement – Viewbix Inc |
|
% |
|
|
||||||||
| Short-term convertible loan – First July 2024 Facility Agreement – Viewbix Inc |
|
% |
|
|||||||||
| Short-term convertible loan – Second July 2024 Facility Agreement – Viewbix Inc |
|
% |
|
|||||||||
|
|
|
|||||||||||
B. Gix Media’s Loan Agreement and short-term loans:
On
October 13, 2021, Gix Media entered into a financing agreement with Bank Leumi Le Israel Ltd (“Leumi”), an Israeli bank,
for the provision of a line of credit in the total amount of up to $
The Financing Agreement included the following main terms:
| 1) |
A
loan of $
|
|
| 2) |
A
renewable monthly line of credit, of up to $
|
|
| 3) |
Gix
Media undertook to meet financial covenants over the life of the loans as follows:
|
|
| 4) | As part of the Financing Agreement, Gix Media and the Company provided several liens in favor of Leumi (see note 9). |
| - 23 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 7: LOANS (Cont.)
B. Gix Media’s Loan Agreement and short-term loans (Cont.):
On
July 25, 2022, Gix Media and Leumi entered into an addendum to the Financing Agreement, according to which, Leumi will provide Gix Media
with a loan of $
On
January 23, 2023, Gix Media acquired an additional 10% of Cortex’s capital shares (see note 1.C) which was financed by Gix Media’s
existing cash balances and by the Additional Loan received on January 17, 2023, in the amount of $
On
October 10, 2023, Gix Media and Leumi entered into a second addendum to the Financing Agreement, according to which, Leumi extended an
existing monthly renewable credit line of $
On
June 13, 2024, Gix Media and Leumi entered into a third addendum to the Financing Agreement between the parties which was effective from
May 15, 2024, pursuant to which, inter alia: (i) the addendum will be effective until August 31, 2024; (ii) the Company is obligated
to transfer to Gix Media $
| - 24 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 7: LOANS (Cont.)
B. Gix Media’s Loan Agreement and short-term loans (Cont.):
Effective
as of August 30, 2024, Gix Media and Leumi entered into a fourth addendum to the Financing Agreement, pursuant to which, inter alia:
(i) subject to the receipt of at least $
On
September 16, 2024, Gix Media repaid an aggregate amount of $
On
September 19, 2024, Gix Media received a short-term loan of $
As
of December 31, 2024, Gix Media has drawn $
On February 4, 2025, Gix Media and Leumi entered into a fifth addendum to the Financing Agreement, which was effective as of January 29, 2025, according to which, inter alia: (i) the Gix Media Credit Line was extended to March 31, 2025; (ii) the repayment the outstanding principal amounts of the long term bank loans of Gix Media under the Financing Agreement, was deferred until the actual deposit by the Company in Gix Media’s account of an investment account equal to the amounts of the deferred long term bank loans owned by Gix Media (the “Investment Amount”), which in any event shall be no later than March 31, 2025 (the “Deposit Date”); (iii) upon such Deposit Date, all deferred payments will be immediately repaid using the deposited amounts and any remaining amounts from any other sources; (iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each long term bank loan.
On March 30, 2025, Gix Media and Leumi entered into a sixth additional addendum to the Financing Agreement, which extended the Deposit Date until May 20, 2025.
On
June 18, 2025, Gix Media received a short-term loan of $
On
July 3, 2025, Gix Media received a short-term loan of $
On
July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement, (the “July 2025 Repayment and
Financing Agreement”) according to which, inter alia: (i) the Deposit Date will be extended until October 1, 2025 (ii) Gix Media
agreed to repay $
In
July 2025, Gix Media repaid a total of $
As
of September 30, 2025, Gix Media has drawn $
| - 25 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 7: LOANS (Cont.)
C. Cortex’s Loan Agreement:
On
September 21, 2022, Cortex and Leumi entered into an addendum to an existing loan agreement between the parties, dated August 15, 2020
(“Cortex Loan Agreement”). As part of the addendum to the Cortex Loan Agreement, Leumi provided Cortex with a monthly renewable
credit line of $
On
April 27, 2023, Leumi increased the Cortex Credit Line by $
On
May 27, 2024, Cortex and Leumi entered into an amendment to Cortex Loan Agreement, pursuant to which, the credit line to Cortex will
be
On
August 15, 2024, Cortex and Leumi entered into an additional amendment to Cortex Loan Agreement, pursuant to which, the credit line in
the amount of $
On
February 28, 2025, Cortex and Leumi entered into an additional amendment to the Cortex Loan Agreement, pursuant to which: (i) the credit
line of $
As
of September 30, 2025, Cortex has drawn $
D. Long term loan and issuance of warrants:
On
November 15, 2023, Viewbix Israel entered into a Loan Agreement (the “2023 Loan”) with certain lenders (the “Lenders”)
whereby the Lenders provided Viewbix Israel with loans in the aggregate amount of $
The
terms of the 2023 Loan were substantially amended on June 18, 2024, by the June 2024 Facility Agreement (see note 7.E). These amendments
represented a substantial modification in accordance with ASC Topic 470. Accordingly, the terms modification was accounted for as an
extinguishment of the original financial liability and the initial recognition of new financial instruments issued at their fair value
as of the effective date of the June 2024 Facility Agreement. As a result of the substantial modification of terms, the Company recognized
finance expense of $
| - 26 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 7: LOANS (Cont.)
E. June 2024 Facility Agreement:
On
June 18, 2024, the Company entered into a credit facility agreement with a group of lenders including a lead lender (the “June
2024 Lead Lender”, and collectively, the “June 2024 Lenders”) for an amount of up to $
The
Total Credit Facility Amount will accrue interest at a rate of
The
interest for the first year of the June 2024 Facility Agreement, which was equal to $
Immediately
following the effectiveness of the Uplist, $
During
the term of the June 2024 Facility Agreement, some of the June 2024 Lenders whose portion of the Total Credit Facility Amount is not
automatically converted as part of the Uplist will have the right to convert their portion of the Total Credit Facility Amount within
12 months from the Uplist Date into units, which will include shares of common stock of the Company at a conversion rate of $
In
addition, the Company paid to the June 2024 Lead Lender a commission consisting of: (a)
shares of common stock of the Company,
(b)
| - 27 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 7: LOANS (Cont.)
E. June 2024 Facility Agreement (Cont.):
The June 2024 Lead Lender Fee Warrants, which were exercisable immediately after the closing of the June 2024 Facility Agreement, were allocated subject to certain ownership restrictions, adjustments, and anti-dilution protections.
In
July 2024, following the closing of the 2024 Private Placement (as defined in note 10.B), the exercise price of the June 2024 Lead Lender
Fee Warrants was adjusted to $
The conversion related features of the June 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each balance sheet date. Loans received in connection with the June 2024 Facility Agreement were initially recorded at their fair value and subsequently measured at cost. The shares and warrants issued as prepayment of interest and as commission to the June 2024 Lead Lender were initially recognized at fair value and classified in equity.
The
June 2024 Lead Lender Fee Warrants were initially recognized in fair value at the amount of $
On
June 5, 2025, upon completion of the Uplist, the Company drew additional $
During
June and July 2025, out of
warrants granted under the June 2024 Facility Agreement,
warrants were exercised into
shares of common stock. The Company received total proceeds of $
| - 28 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 7: LOANS (Cont.)
F. First July 2024 Facility Agreement
On
July 4, 2024, the Company entered into a credit line agreement with a certain lender (the “First July 2024 Facility Agreement”).
Under the First July 2024 Facility Agreement and amendments from July 22, 2024, and July 25, 2024, the lender will provide a total credit
line of $
The
First July 2024 Facility Agreement will remain available until the earliest of: (a)(1) full utilization of the First July 2024 Facility
Loan Amount, (a)(2) after 36 months from the date of the First July 2024 Facility Agreement, and (b) upon such date that the Company
completes a $
The
First July 2024 Facility Agreement Amount will accrue interest at a rate of
Immediately
after the Uplist, $
Furthermore,
the Company paid the lender of the First July 2024 Facility Agreement a one-time fee consisting of: (a)
shares of common stock
of the Company, which representing a fee of five percent (
The conversion related features of the First July 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each balance sheet date.
In
connection with the First July 2024 Facility Agreement, the Company incurred deferred debt issuance costs, which consisted of a one-time
fee to the lender of the First July 2024 Facility Agreement, an annual advance interest payment and other additional direct costs. The
deferred debt issuance costs were recorded in other current assets in the Company’s balance sheet and were amortized as financial
expense over the term of the First July 2024 Facility Agreement. Deferred debt issuance costs amounted to $
Under
the terms of the First July 2024 Facility Agreement, the Company received in July 2024 a loan of $
| - 29 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 7: LOANS (Cont.)
F. First July 2024 Facility Agreement (Cont.)
On
the Uplist Date, the Company drew additional $
During
June 2025, all
warrants granted under the First July 2024 Facility Agreement were exercised into
shares of common stock.
The Company received total proceeds of $
On July 14, 2025, following the closing of the July 2025 Private Placement and the proceeds received by the Company (see note 10.C), the First July 2024 Facility Agreement was terminated.
G. Second July 2024 Facility Agreement
On
July 28, 2024, the Company entered into a credit line agreement with certain lenders (the “Second July 2024 Facility Agreement”)
for a total amount of $
The
Second July 2024 Facility Loan Amount will remain available until the earliest of: (a) (1) full utilization of the Second July 2024 Facility
Loan Amount, (a)(2) after 40 months from the date of Second July 2024 Facility Agreement, and (b) upon such date that the Company completes
a $
The
Second July 2024 Facility Loan Amount will accrue interest at a rate of
Immediately
after the Uplist, $
Furthermore,
the Company paid the lenders of the Second July 2024 Facility Agreement a one-time fee consisting of
shares of common stock of
the Company, which represents a fee of five percent (
The conversion related features of the Second July 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each balance sheet date.
| - 30 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 7: LOANS (Cont.)
G. Second July 2024 Facility Agreement (Cont.)
In
connection with the Second July 2024 Facility Agreement, the Company incurred deferred debt issuance costs, which consisted of a one-time
fee to the lenders of the Second July 2024 Facility Agreement, an annual advance interest payment and other additional direct costs.
The deferred debt issuance costs were recorded in other current assets in the Company’s balance sheet and were amortized as financial
expense over the term of the Second July 2024 Facility Agreement. Deferred debt issuance costs amounted to $
Under
the terms of the Second July 2024 Facility Agreement, the Company received in July 2024 a loan of $
On
the Uplist Date, the Company drew additional $
During
June 2025, all
warrants granted under the Second July 2024 Facility Agreement were exercised into
shares of common stock.
The Company received total proceeds of $
On July 14, 2025, following the closing of the July 2025 Private Placement and the proceeds received by the Company (see note 10.C), the Second July 2024 Facility Agreement was terminated.
| - 31 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 8: FINANCIAL INSTRUMENTS AT FAIR VALUE
Financial instruments:
The Company has financial instruments measured at level 3 arising from the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement (see notes 7.E, 7.F, 7.G). Embedded derivatives were identified and recognized at fair value upon initial recognition of each of the financial instruments and measured at fair value at each balance sheet date.
The
fair value of the financial instruments as of December 31, 2024, was calculated using the following unobservable inputs: share price:
$
, expected volatility:
On June 5, 2025, immediately after the Uplist, the Company converted all embedded derivatives to equity. At the Uplist Date and before the conversion, these embedded derivatives were measured at their intrinsic value through profit or loss.
The following table presents the financial instruments that were measured at fair value through profit or loss:
|
Embedded derivatives |
||||
| Balance as of January 1, 2025 |
|
|||
| Net changes at fair value recognized through profit or loss |
|
|||
| Embedded derivatives converted to equity |
(
|
) | ||
| Balance as of September 30, 2025 | ||||
|
Embedded derivatives |
||||
|
Balance as of January 1, 2024
|
||||
| Embedded derivatives recorded in connection with the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement |
|
|||
| Warrants issued to the June 2024 Lead Lender (see note 7.E) |
|
|||
| Reclassification of derivative warrant liability into equity (see note 7.E) |
(
|
) | ||
| Net changes at fair value recognized through profit or loss |
(
|
) | ||
| Balance as of December 31, 2024 |
|
|||
| - 32 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 9: COMMITMENTS AND CONTINGENCIES
Liens:
On September 19, 2022, as part of the Reorganization Transaction terms, the Company provided several liens under Gix Media’s Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a guarantee to Leumi of all of Gix Media’s obligations and undertakings to Leumi unlimited in amount; (2) a subordination letter signed by the Company to Leumi; (3) A first ranking all asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Company’s bank accounts.
Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a floating lien on Gix Media’s assets; (2) a lien on Gix Media’s bank account in Leumi; (3) a lien on Gix Media’s rights under the Cortex Transaction; (4) a fixed lien on Gix Media’s intellectual property; and (5) a lien on Gix Media’s full holdings in Cortex.
Subsequent to the balance sheet date, in connection with sale of Cortex in November 2025 (see note 13.C), Gix Media provided Leumi a lien on the consideration received in the form of shares and Leumi released its lien on the shares of Cortex sold by Gix Media.
Gix
Media’s restricted deposits in the amount of $
NOTE 10: SHAREHOLDERS’ EQUITY
A. Shares of Common Stock
Shares of the Company’s common stock confer the rights to: (i) participate in the general meetings, to one vote per share for any purpose, to an equal part, on a share basis, (ii) in distribution of dividends and (iii) to equally participate, on a share basis, in distribution of excess of assets and funds from the Company and will not confer other privileges.
On
June 18, 2024, as part of the June 2024 Facility Agreement, the Company issued to the June 2024 Lenders
shares of common stock
and
On
July 4, 2024, as part of the First July 2024 Facility Agreement, the Company issued to the First July 2024 Lender
shares of common
stock and
| - 33 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 10: SHAREHOLDERS’ EQUITY (Cont.)
A. Shares of Common Stock (Cont.)
On July 14, 2024 and July 25, 2024, the Company entered into consulting agreements with certain consultants (the “Consultants”) pursuant to which the Consultants agreed to provide certain services to the Company in connection with the Uplist (as defined in note 1.G). In consideration with the Consultants’ services, the Company issued to the Consultants shares of common stock in July 2024. The Company recorded a share-based compensation expense of $ in other expenses in connection with the issuance of shares to the Consultants.
On
July 28, 2024, as part of the Second July 2024 Facility Agreement, the Company issued to the lenders of the Second July 2024 Facility
Agreement
shares of common stock and
On March 24, 2025, the Company entered into the 2025 SEA with Metagramm and all of the shareholders of Metagramm, pursuant to which the Company issued to Metagramm’s shareholders of the Company’s shares representing % of its issued and outstanding share capital in exchange for % of Metagramm’s issued and outstanding share capital (see note 6).
On
June 5, 2025, following the Uplist and as part of the June 2024 Facility Agreement, $
On
June 5, 2025, following the Uplist as part of the First July 2024 Facility Agreement, $
On
June 5, 2025, following the Uplist as part of the Second July 2024 Facility Agreement, $
| - 34 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 10: SHAREHOLDERS’ EQUITY (Cont.)
B. 2024 Private Placement
On
July 3, 2024, the Company entered into a definitive securities purchase agreement with a certain investor (the “Lead
Investor”) for the purchase and sale in a private placement (the “2024 Private Placement”) of units consisting of
(i)
shares of the Company’s common stock at a purchase price of $
per share and (ii)
The
aggregate gross proceeds received by the Company from the 2024 Private Placement were $
Upon
the closing of the 2024 Private Placement, the Company agreed to pay the Lead Investor: (1) $
The
Company incurred share issuance costs of $
In
July 2024, the Company issued
shares of common stock and
Following
the Uplist Date, out of
| - 35 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 10: SHAREHOLDERS’ EQUITY (Cont.)
C. July 2025 Private Placement
On
July 11, 2025, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company
issued and sold in a private placement, (the “July 2025 Private Placement”) an aggregate of
shares of common stock,
pre-funded warrants to purchase up to
The
pre-funded warrants were immediately exercisable upon issuance at an exercise price of $
In
connection with the July 2025 Private Placement, the Company also entered into a letter agreement with a placement agent on July 11,
2025, according to which the Company agrees to pay a cash placement fee equal to
The
July 2025 Private Placement closed on July 14, 2025. The aggregate gross proceeds received by the Company on the closing date were $
In connection with the closing of the July 2025 Private Placement and the related proceeds, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement were terminated. In addition, the shareholders of Metagramm became entitled to partial earn-out payments on a pro rata basis pursuant to the 2025 SEA (see note 6).
On September 5, 2025, pre-funded warrants were exercised into shares of common stock.
| - 36 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 10: SHAREHOLDERS’ EQUITY (Cont.)
D. Warrants:
The following table summarizes information of outstanding warrants as of September 30, 2025:
| Warrants | Warrant Term |
Exercise Price |
Exercisable | |||||||||||
| Class J Warrants |
|
|
|
|
||||||||||
| Class K Warrants |
|
|
|
|
||||||||||
| 2023 Warrants (see note 7.D) |
|
|
|
|
||||||||||
| June 2024 Facility Agreement Warrants (see note 7.E) |
|
|
|
|
||||||||||
| June 2024 Lead Lender Fee Warrants (see note 7.E) |
|
|
|
|
||||||||||
| 2024 PIPE Warrants (see note 10.B) |
|
|
|
|
||||||||||
| 2025 July Private Placement - pre-funded warrants (see note 10.C) |
|
|
|
|
||||||||||
| 2025 July Private Placement – common warrants (see note 10.C) |
|
|
|
|
||||||||||
| Warrants outstanding as of January 1, 2025 | Warrants granted | Warrants Exercised | Warrants outstanding as of September 30, 2025 | |||||||||||||
| Class J Warrants |
|
|
||||||||||||||
| Class K Warrants |
|
|
||||||||||||||
| 2023 Warrants (see note 7.D) |
|
|
||||||||||||||
| June 2024 Facility Agreement Warrants (see note 7.E) |
|
|
(
|
) |
|
|||||||||||
| June 2024 Lead Lender Fee Warrants (see note 7.E) |
|
|
||||||||||||||
| First July 2024 Facility Warrants (see note 7.F) |
|
|
(
|
) | ||||||||||||
| Second July 2024 Facility Warrants (see note 7.G) |
|
|
(
|
) | ||||||||||||
| 2024 PIPE Warrants (see note 10.B) |
|
(
|
) |
|
||||||||||||
| 2025 July Private Placement - pre-funded warrants (see note 10.C) |
|
(
|
) |
|
||||||||||||
| 2025 July Private Placement – common warrants (see note 10.C) |
|
|
||||||||||||||
| - 37 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 10: SHAREHOLDERS’ EQUITY (Cont.)
E. Reverse Stock Split:
On
July 15, 2024, the Company filed an amendment to its Amended COI to effect a
As
a result of the Reverse Stock Split,
Share and per share data in these financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented.
F. Share option plan :
In 2017, after the completion of Gix Media’s acquisition by the Parent Company, the Parent Company granted options to Gix Media’s employees. These options entitle the employees to purchase ordinary shares of the Parent Company that are traded in the Tel-Aviv Stock Exchange.
On
March 2, 2023, the Board approved the adoption of the 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan permits
the issuance of up to (i)
shares of Common Stock, plus (ii) an annual increase equal to the lesser of (A)
The 2023 Plan provides for the grant of stock options, restricted stock, restricted stock units, stock or other stock-based awards, under various tax regimes, including, without limitation, in compliance with Section 102 and Section 3(i) of the Israeli Income Tax Ordinance (New Version) 5271-1961, and for awards granted to United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 and Section 409A of the United States Internal Revenue Code of 1986.
In connection with the adoption of the 2023 Plan, on March 7, 2023, the Company entered into certain intercompany reimbursement agreements with two of its subsidiaries, Viewbix Israel and Gix Media (the “Recharge Agreements”). The Recharge Agreements provide for the offer of awards under the 2023 Plan to employees or service providers of Viewbix Israel and Gix Media (the “Affiliates”) under the 2023 Plan. Under the Recharge Agreements, the Affiliates will each bear the costs of awards granted to its employees or its service providers under the 2023 Plan and will reimburse the Company upon the issuance of shares of Common Stock pursuant to an award, for the costs of shares issued, but in any event not prior to the vesting of an award. The reimbursement amount will be equal to the lower of (a) the book expense for such award as recorded on the financial statements of one of the respective Affiliates, determined and calculated according to U.S. GAAP, or any other financial reporting standard that may be applicable in the future, or (b) the fair value of the shares of Common Stock at the time of exercise of an option or at the time of vesting of an RSU, as applicable.
| - 38 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 10: SHAREHOLDERS’ EQUITY (Cont.)
F. Share option plan (Cont.)
On July 20, 2023, the Company granted restricted share units (the “RSUs”) under the 2023 Plan to Gix Media’s CEO, as part of his employment terms, (the “Grantee”) under the following terms and conditions: .
On July 1, 2023, upon the vesting of the First Tranche, the Company issued shares of Common Stock to the Grantee. On July 1, 2024, upon the vesting of the Second Tranche, the Company issued shares of Common Stock to the Grantee.
On July 11, 2025, the Company’s board of directors approved an increase in the number of shares of common stock reserved for issuance under the 2023 Plan by up to shares.
NOTE 11: FINANCIAL EXPENSES, NET
|
For the nine months ended September 30, |
For the three months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Financial expenses (income): | ||||||||||||||||
| Bank fees |
|
|
|
|
||||||||||||
| Exchange rate differences |
|
(
|
) |
|
|
|||||||||||
| Interest expense on bank loans |
|
|
|
|
||||||||||||
| Loss from substantial debt terms modification (see note 7.D) |
|
|||||||||||||||
| Change in the fair value of financial assets at fair value through profit or loss (see note 8) |
|
(
|
) |
(
|
) | |||||||||||
| Interest income on loans to Parent Company |
(
|
) |
(
|
) |
(
|
) | ||||||||||
| Amortization of deferred debt issuance costs |
|
|
|
|
||||||||||||
| Amortization of loan discounts |
|
|
|
|||||||||||||
| Other |
|
|
|
|||||||||||||
| Financial expenses (income), net |
|
|
|
(
|
) | |||||||||||
| - 39 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 12: SEGMENT REPORTING
The
Group operates in
Search segment - the search segment develops a variety of technological software solutions, which perform automation, optimization and monetization of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers. The search segment activity is conducted by Gix Media.
Digital content segment - the digital content segment is engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, including Google, Facebook, Yahoo and Apple, by utilizing such content to obtain internet user traffic for its customers. The digital content segment activity is conducted by Cortex. Subsequent to the balance sheet date, in November, 2025, Gix Media sold all of its holdings in Cortex (see note 13.C).
The segments’ results include items that directly serve and/or are used by the segment’s business activity and are directly allocated to the segment. As such they do not include depreciation and amortization expenses for intangible assets created at the time of the purchase of those companies and financing expenses incurred on loans taken for the purpose of purchasing those companies. Therefore, these items are not allocated to the various segments.
The chief executive officer, who is the Company’s chief operating decision maker (“CODM”), assesses performance for these segments and decides how to allocate resources based the segments’ operating income or loss and income or loss before tax. Segments’ assets and liabilities are not reviewed by the CODM and therefore were not reflected in the segment reporting. The significant expense categories comprising segments profit and loss regularly reviewed by the CODM for the periods ended September 30, 2025 and 2024 are set forth in the tables below.
The substantial amount of non-current assets is derived from Israel and the substantial amount of revenues is derived from United States.
| - 40 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 12: SEGMENT REPORTING (Cont.)
Segments revenues and operating results:
| For the nine months ended September 30, 2025 | ||||||||||||||||
|
Search segment |
Digital content segment |
Adjustments and eliminations (See below) |
Total | |||||||||||||
| Revenues from external customers |
|
|
|
|
||||||||||||
| Inter segment revenues |
(
|
) |
|
|||||||||||||
| Total revenues |
|
|
|
|
||||||||||||
| Traffic-acquisition and related costs |
|
|
|
|
||||||||||||
| Research and development expenses |
|
|
|
|||||||||||||
| Sales and marketing expenses |
|
|
|
|||||||||||||
| General and administrative expenses |
|
|
|
|
||||||||||||
| Depreciation and amortization |
|
|
||||||||||||||
| Impairment of intangible assets and goodwill |
|
|
||||||||||||||
| Other expenses, net |
|
|
||||||||||||||
| Segment operating income (loss) |
|
(
|
) |
(
|
) |
(
|
) | |||||||||
| Financial expenses, net |
(
|
) |
(
|
) |
(
|
) (*) |
(
|
) | ||||||||
| Segment income (loss), before income taxes |
|
(
|
) |
(
|
) |
(
|
) | |||||||||
| For the nine months ended September 30, 2024 | ||||||||||||||||
|
Search segment |
Digital content segment |
Adjustments and eliminations (See below) |
Total | |||||||||||||
| Revenues from external customers |
|
|
|
|||||||||||||
| Inter segment revenues |
|
(
|
) | |||||||||||||
| Total revenues |
|
|
(
|
) |
|
|||||||||||
| Traffic-acquisition and related costs |
|
|
(
|
) |
|
|||||||||||
| Research and development expenses |
|
|
|
|
||||||||||||
| Sales and marketing expenses |
|
|
|
|
||||||||||||
| General and administrative expenses |
|
|
|
|
||||||||||||
| Depreciation and amortization |
|
|
||||||||||||||
| Goodwill Impairment |
|
|
||||||||||||||
| Other expenses (income), net |
(
|
) |
(
|
) |
|
|||||||||||
| Segment operating income (loss) |
|
(
|
) |
(
|
) |
(
|
) | |||||||||
| Financial expenses, net |
(
|
) |
(
|
) |
(
|
) (**) |
(
|
) | ||||||||
| Segment income (loss), before income taxes |
|
(
|
) |
(
|
) |
(
|
) | |||||||||
| - 41 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 12: SEGMENT REPORTING (Cont.)
Segments revenues and operating results (Cont.):
| For the three months ended September 30, 2025 | ||||||||||||||||
|
Search segment |
Digital content segment |
Adjustments and eliminations (See below) |
Total | |||||||||||||
| Revenues from external customers |
|
|
|
|
||||||||||||
| Inter segment revenues |
(
|
) |
|
|||||||||||||
| Total revenues |
|
|
|
|
||||||||||||
| Traffic-acquisition and related costs |
|
|
|
|
||||||||||||
| Research and development expenses |
|
|
|
|||||||||||||
| Sales and marketing expenses |
|
|
|
|||||||||||||
| General and administrative expenses |
|
|
|
|
||||||||||||
| Depreciation and amortization |
|
|
||||||||||||||
| Impairment of intangible assets and goodwill |
|
|
||||||||||||||
| Other expenses, net |
|
|
||||||||||||||
| Segment operating income (loss) |
|
(
|
) |
(
|
) |
(
|
) | |||||||||
| Financial expenses, net |
(
|
) |
(
|
) |
(
|
) (*) |
(
|
) | ||||||||
| Segment income (loss), before income taxes |
|
(
|
) |
(
|
) |
(
|
) | |||||||||
| For the three months ended September 30, 2024 | ||||||||||||||||
|
Search segment |
Digital content segment |
Adjustments and eliminations (See below) |
Total | |||||||||||||
| Revenues from external customers |
|
|
|
|||||||||||||
| Inter segment revenues |
|
(
|
) | |||||||||||||
| Total revenues |
|
|
(
|
) |
|
|||||||||||
| Traffic-acquisition and related costs |
|
|
(
|
) |
|
|||||||||||
| Research and development expenses |
|
|
|
|
||||||||||||
| Sales and marketing expenses |
|
|
|
|
||||||||||||
| General and administrative expenses |
|
|
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|
||||||||||||
| Depreciation and amortization |
|
|
||||||||||||||
| Other expenses, net |
|
|
||||||||||||||
| Segment operating income (loss) |
|
|
(
|
) |
(
|
) | ||||||||||
| Financial income (expenses), net |
(
|
) |
(
|
) |
|
(*) |
|
|||||||||
| Segment income (loss), before income taxes |
|
(
|
) |
(
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) |
(
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) | |||||||||
| - 42 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 12: SEGMENT REPORTING (Cont.)
A. Segments revenues and operating results (Cont.):
The “adjustments and eliminations” column for segment operating income includes unallocated selling, general, and administrative expenses and certain items which management excludes from segment results when evaluating segment performance, as follows:
|
For the nine months ended September 30, 2025 |
For the three months ended September 30, 2025 |
|||||||
| Depreciation and amortization expenses not attributable to segments (***) |
(
|
) |
(
|
) | ||||
| Revenues, research and development expenses, sales and marketing expenses, general and administrative expenses and other expenses, net not attributable to the segments (****) |
(
|
) |
(
|
) | ||||
| Impairment of intangible assets and goodwill |
(
|
) |
(
|
) | ||||
|
(
|
) |
(
|
) | |||||
|
For the nine months ended September 30, 2024 |
For the three months ended September 30, 2024 |
|||||||
| Depreciation and amortization expenses not attributable to segments (***) |
(
|
) |
(
|
) | ||||
| Research and development expenses, sales and marketing expenses, general and administrative expenses and other expenses, net not attributable to the segments (****) |
(
|
) |
(
|
) | ||||
| Goodwill Impairment |
(
|
) | ||||||
|
(
|
) |
(
|
) | |||||
| (*) | Mainly consist of financial expenses arising from changes in the fair value of financial assets measured at fair value through profit or loss (see note 8). | |
| (**) | Mainly consist of financial expenses from substantial debt terms modification loss and interest expenses on bank loans in connection with the Financing Agreement (see notes 7.B, 7.D). |
| (***) |
|
|
| (****) |
|
| - 43 - |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 13: SUBSEQUENT EVENTS
The Company has evaluated subsequent events from September 30, 2025 through November 14, 2025, the date of issuance of these financial statements:
| A. |
On
November 5, 2025,
In addition, pursuant to the Term Sheet, the Company may issue additional shares of the Company’s common stock and/or pre-funded warrants to purchase shares of common stock (collectively, the “Earn Out Securities”), which shall not represent in the aggregate more than 65% of the Company’s issued and outstanding capital stock, including the Viewbix Exchange Securities and the Private Placement Shares issued in the Private Placement Offering, on a post-closing basis, upon the achievement of certain milestones as follows: (i) the issuance of a number of Earn-Out Securities equal to 6% of the Company’s issued and outstanding capital stock on a post-closing basis if Quantum completes the first phase of developing its prototype and either enters into a binding collaboration agreement with a recognized quantum hardware provider or files a patent with a recognized patent authority within 18 months from the closing date of the Quantum Acquisition (the “Closing Date”), (ii) the issuance of a number of Earn-Out Securities equal to an additional 8% of the Company’s issued and outstanding capital stock on a post-closing basis if Quantum completes the second phase of developing its prototype and either completes a technical validation report from a recognized design partner confirming successful beta performance or files an additional patent with a recognized patent authority within 30 months of the Closing Date; and (iii) the issuance of a number of Earn-Out Securities equal to an additional 11% of the Company’s issued and outstanding capital stock on a post-closing basis if Quantum reaches beta testing of its platform with partners and/or files an additional patent with a recognized patent authority within 36 months of the Closing Date.
The completion of the Quantum Acquisition and the issuance of Viewbix Exchange Securities is subject to final due diligence, the execution of definitive agreements, regulatory approvals, the approval of the Company’s stockholders in accordance with applicable rules or regulations of the Nasdaq Stock Market LLC and customary closing conditions.
|
| - 44 - |
| B. |
On
November 5, 2025, the Company entered into a securities purchase agreement with certain accredited
investors pursuant to which the Company agreed to sell and issue in a private placement (the
“Private Placement Offering”) an aggregate of
shares of
common stock (the “Private Placement Shares”) or pre-funded warrants to purchase
shares of common stock (the “Pre-Funded Warrants”) in lieu of the Private Placement
Shares. Each Private Placement Share and Pre-Funded Warrant will be sold together with a
number of warrants equal to the aggregate number of Private Placement Shares and Pre-Funded
Warrants sold in the Private Placement Offering, or in total warrants to purchase
up to an aggregate of
The Private Placement Offering and the issuance of the Securities is expected to close during December 2025, subject to the satisfaction of customary closing conditions, receipt of the Stockholder Approval (as defined in note 13.A) and the execution of definitive agreements related to the Quantum Acquisition (as defined in note 13.A).
The
Pre-Funded Warrants will be immediately exercisable upon issuance at an exercise price of $
In
connection with the Private Placement Offering, the Company also entered into an advisory agreement with L.I.A. Pure Capital Ltd. (the
“Advisor”) pursuant to which the Company agreed to pay a commission to the Advisor of (i) a cash fee of $
Aggregate
gross proceeds to the Company in respect of the Private Placement Offering are expected to be approximately $
|
|
| C. |
On November 9, 2025 (the “Closing Date”), Gix Media, Cortex, and certain founders of Cortex entered into a share purchase agreement (the “Cortex Sale Agreement”) with Pro Sportority (Israel) Ltd. (the “Purchaser”), a subsidiary of Minute Media Inc. (the “Parent”). Pursuant to the Cortex Sale Agreement, the Purchaser acquired from Gix Media all of its holdings in Cortex, representing % of Cortex’s issued and outstanding share capital.
The aggregate consideration paid to Gix Media was $ , consisting of (i) $ in cash, and (ii) $ in the form of newly issued Preferred J Shares of the Parent (the “Parent Shares”), the most senior class of preferred shares of the Parent.
The Parent retains a call option to repurchase the Parent Shares from Gix Media under certain conditions, including insolvency or a change of control of Gix Media. In addition, Gix Media is subject to a two-year non-compete and non-solicitation covenant following the Closing Date. |
| - 45 - |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
Special Note Regarding Forward-Looking Statements
The following management’s discussion and analysis section should be read in conjunction with the Company’s unaudited financial statements as of September 30, 2025 and 2024, and the related statements of statement operation, statement of changes in shareholders’ equity and statements of cash flows for the three months then ended, and the related notes thereto contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”).
Our reporting currency and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S. dollars.
On July 10, 2024, our board of directors approved to effect a one-for-four consolidation of our share capital, pursuant to which holders of our shares of common stock will receive one share of common stock for every four shares of common stock held (the “Reverse Stock Split”). The Reverse Stock Split became effective on March 14, 2025, following the process and announcement by FINRA. Unless the context expressly indicates otherwise, all references to share and per share amounts referred to herein reflect the amounts after giving effect to the Reverse Stock Split.
Forward-Looking Statements
This management discussion and analysis section contains forward-looking statements, such as statements of the Company’s plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions “will,” “may,” “could,” “should,” etc., or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are based on information we have when those statements are made or our 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 such differences include, but are not limited to:
● the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of digital advertising as effective alternatives to traditional offline marketing products and services;
● our ability to retain and attract a programmatic advertiser, and the associated payments received from such programmatic advertisers’ ads on websites which have been categorized as “Made for Advertising”;
● our ability to generate enough cash flow to meet our debt obligations or fund our other liquidity needs, and substantial doubt regarding our ability to continue as a going concern;
● our need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult to obtain and could dilute out shareholders’ ownership interests;
● our ability to receive credit facility to fund our operations, at favorable terms, or at all;
● our ability to pay our obligations when they become due, including the contemplated debt restructuring program currently under negotiation with our credit and debtholders;
● our subsidiaries’ future performance, including our ability to instill potential measures to assist Gix Media in mitigating future economic harm;
● entry of new competitors and products, the impact of large and established internet and technology companies and potential technological obsolescence of our offered platforms; and
● political, economic and military conditions in Israel, including the current security situation in Israel, as well as the war’s potential impact on our business and operation.
| - 46 - |
The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with which may cause our actual results to differ from those anticipated in our forward-looking statements. For a discussion of these and other risks that relate to our business and investing in our common stock, you should carefully review the risks and uncertainties described in this Quarterly Report, and those contained in section captioned “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2025 (the “Annual Report”). The Company’s actual results could differ materially from those contemplated in these forward-looking statements as a result of these factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.
Overview and Background
Viewbix Inc. (the “Registrant”, “Viewbix” or the “Company”) is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbix’s operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging (“Video Advertising Platform”). With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video. The Video Advertising Platform measures when a viewer performs a specific action while watching a video and collects and reports the results to the client. However, due to the Company’s failure to meet predetermined sales targets which were set pursuant to the recapitalization transaction with Gix Internet Ltd. in January 2020, the Company determined to reduce its operations and the size of its sales and R&D team in the Digital Advertising Platform.
The Company, through its subsidiary, Gix Media Ltd. (“Gix Media”), is focused on digital advertising operations for ad search (the “Search Platform”). Gix Media develops and markets a variety of technological software solutions that automate, optimize and monetize online campaigns. These technological tools enable advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their sites. Through the Search Platform, the Company provides services to leading search engines worldwide (“Search Engines”) by developing, marketing and distributing software products to internet users. The operations and activity on this platform are powered by Gix Media.
As of September 30, 2025, in addition to Gix Media’s Search Platform, the Company, through a previous majority-owned subsidiary of Gix Media, Cortex Media Group Ltd. (“Cortex”), operated a digital content platform, which produced engaging content and marketing material in various languages to various target audiences, in order to generate revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms. Following the Cortex Sale (as defined below), the Company only operates the Search Platform. For additional information, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Sale of Cortex” below.
In addition, the Company, through its subsidiary, Metagramm Software Ltd. (“Metagramm”), is focused on artificial intelligence (AI) and natural language processing (NLP) communication-based solutions. Metagramm specializes in developing advanced writing assistance tools that leverage artificial intelligence, machine learning and natural language processing technologies. Metagramm’s main product, “Bubbl” is a writing tool designed to provide personalized and customized text tailored to the user’s unique expression and can translate various languages into English. Metagramm licenses its products on a subscription basis to businesses and individual customers.
Search Platform
Gix Media’s Search Platform allows for the referral of user traffic (i.e., searches that are performed by internet users) to the Search Engines, such as Yahoo and Bing, where the Search Engines display the ads of their customers. The Search Engines pay Gix Media for the searches that were referred by it, based on the amount of consideration that the Search Engine receives from the advertisers for the user traffic generated, less a certain percentage from the revenues attributed to the Search Engine. Since the customers of Gix Media are the Search Engines, and not the advertisers, Gix Media recognizes revenues for the actual amount received from the Search Engines, and not from the advertisement revenue itself.
The referral of user traffic by Gix Media to the Search Engines is possible after users download Gix Media’s products, which are browser add-ons, usually from the browser stores (mostly Google Chrome browsers) and by downloading desktop software products, free of charge, for the Apple operating system (for Mac computers) and for the Microsoft operating system (for PC computers). When downloading Gix Media’s products, the users grant permission to Gix Media to refer the searches performed while using Gix Media’s products to the Search Engines.
Gix Media provides user traffic referral services to Search Engines through the referral of traffic of browsers who engage content generated by Gix Media, or the “Seach to Search” model. These ads are displayed on the Search Engines’ result pages (SERP) that are purchased by the Company from other Search Engines (such as Yahoo, Bing / Microsoft Ads and Google). When such user clicks on these search ads, Gix Media refers the user to a paid offering from a Search Engine which contains ads that are related to the initial ad made by Gix media (the Company buys ad space from Search Engines and sell them to other search ads while profiting from the price difference).
| - 47 - |
Recent Developments
Sale of Cortex
On November 9, 2025, Gix Media, a wholly-owned subsidiary of the Company, Cortex, and certain founders of Cortex (the “Founders”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Pro Sportority (Israel) Ltd. (the “Purchaser”), a subsidiary of Minute Media Inc. (the “Parent”).
Pursuant to the Purchase Agreement, the Purchaser agreed to acquire from Gix Media all of the issued and outstanding share capital of Cortex held by Gix Media, constituting 80% of Cortex’s issued and outstanding share capital, and, together with similar agreements entered into with the other shareholders of Cortex and the cancellation of all outstanding options, warrants, and other convertible securities of the Cortex, will result in the Purchaser owning 100% of Cortex’s issued and outstanding share capital on a fully diluted basis (the “Cortex Sale”). The Cortex Sale was signed and closed on November 9, 2025 (the “Closing”). As a result, Cortex became a wholly-owned subsidiary of the Purchaser.
The aggregate consideration payable to Gix Media is $800,000, consisting of (i) $200,000 in cash, and (ii) $600,000 in the form of 5,161 newly issued Preferred J Shares of the Parent (the “Parent Shares”), the most senior class of preferred shares of the Parent. The consideration is subject to customary tax withholding provisions and delivery mechanics as set forth in the Purchase Agreement. The Parent retains a call option to repurchase the Parent Shares from Gix Media under certain conditions, including insolvency or a change of control of Gix Media.
Gix Media is subject to a two-year non-compete and non-solicitation covenant following the Closing.
Non-Binding Termsheet for Acquisition
On November 5, 2025, Viewbix Inc. (the “Company”) announced that it entered into a non-binding term sheet with Quantum X Labs Ltd., an Israeli company (“Quantum”), a cutting-edge quantum computing and AI company focusing on advancing technologies in quantum algorithmics and quantum physics, and all of the shareholders of Quantum (the “Quantum Shareholders”) with respect to a strategic transaction to acquire 100% of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis. On November 13, 2025, the Company entered into a new non-binding term sheet (the “Term Sheet”) with Quantum and the Quantum Shareholders pursuant to which the Company would acquire (the “Quantum Acquisition”) 100% of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis in exchange for the issuance of 40.0% of the Company’s issued and outstanding capital stock, including the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to be issued by the Company pursuant to the securities purchase agreement, dated November 5, 2025, between the Company and each purchaser identified on the signature pages thereto (the “Private Placement Shares” and the “Private Placement Offering”), on post-closing basis of the Quantum Acquisition and the Private Placement Offering consisting of (i) shares of the Company’s Common Stock representing 19.99% of the Company’s issued and outstanding capital stock (the “Exchange Shares), including the Private Placement Shares issued in the Private Placement Offering, and (ii) pre-funded warrants to purchase shares of Common Stock representing the balance of the 40.0% less the Exchange Shares (the “Exchange Pre-Funded Warrants” and together with the Exchange Shares, the “Viewbix Exchange Securities”).
In addition, pursuant to the Term Sheet, the Company may issue additional shares of the Company’s Common Stock and/or pre-funded warrants to purchase shares of Common Stock (collectively, the “Earn Out Securities”), which shall not represent in the aggregate more than 65.0% of the Company’s issued and outstanding capital stock, including the Viewbix Exchange Securities and the Private Placement Shares issued in the Private Placement Offering, on a post-closing basis, upon the achievement of certain milestones as follows: (i) the issuance of a number of Earn-Out Securities equal to 6% of the Company’s issued and outstanding capital stock on a post-closing basis if Quantum completes the first phase of developing its prototype and either enters into a binding collaboration agreement with a recognized quantum hardware provider or files a patent with a recognized patent authority within 18 months from the closing date of the Quantum Acquisition (the “Closing Date”), (ii) the issuance of a number of Earn-Out Securities equal to an additional 8% of the Company’s issued and outstanding capital stock on a post-closing basis if Quantum completes the second phase of developing its prototype and either completes a technical validation report from a recognized design partner confirming successful beta performance or files an additional patent with a recognized patent authority within 30 months of the Closing Date; and (iii) the issuance of a number of Earn-Out Securities equal to an additional 11% of the Company’s issued and outstanding capital stock on a post-closing basis if Quantum reaches beta testing of its platform with partners and/or files an additional patent with a recognized patent authority within 36 months of the Closing Date.
The completion of the Quantum Acquisition and the issuance of Viewbix Exchange Securities is subject to final due diligence, the execution of definitive agreements, regulatory approvals, the approval of the Company’s stockholders in accordance with applicable rules or regulations of the Nasdaq Stock Market LLC and customary closing conditions.
November 2025 Private Placement
On November 5, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors pursuant to which the Company agreed to sell and issue in a private placement (the “Private Placement Offering”) an aggregate of 800,000 shares of common stock (the “Private Placement Shares”) or pre-funded warrants to purchase shares of common stock (the “Pre-Funded Warrants”) in lieu of the Private Placement Shares. Each Private Placement Share and Pre-Funded Warrant will be sold together with a number of warrants equal to the aggregate number of Private Placement Shares and Pre-Funded Warrants sold in the Private Placement Offering, or in total warrants to purchase up to an aggregate of 800,000 shares of common stock (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”, and the Warrants together with the Private Placement Shares, the “Securities”), at a combined purchase price of $3.75 per Private Placement Share and accompanying Common Warrant and $3.7499 per Pre-Funded Warrant and accompanying Common Warrant.
| - 48 - |
The Private Placement Offering and the issuance of the Securities is expected to close during December 2025, subject to the satisfaction of customary closing conditions, receipt of the Stockholder Approval and the execution of definitive agreements related to the Quantum Acquisition. The Private Placement Offering was made without an underwriter, placement agent, broker, or dealer.
The Pre-Funded Warrants will be immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. The Common Warrants will be immediately exercisable upon issuance at an exercise price of $5.625 per share, subject to adjustment as set forth therein, and will expire five years from the issuance date. The Common Warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of common stock underlying the Common Warrants. A holder of the Warrants will not have the right to exercise any portion of its Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of shares of common stock would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially own shares of common stock in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
In connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with each investor. Pursuant to the Registration Rights Agreement, the Company is required to file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the Private Placement Shares and the shares of common stock issuable upon exercise of the Warrants within thirty (30) calendar days after the Closing Date (the “Filing Date”), and to have such Registration Statement declared effective within sixty (60) calendar days after the Filing Date in the event the Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the Filing Date in the event the Registration Statement is reviewed by the SEC. If, due to a shutdown or suspension of operations of the U.S. federal government or the SEC, the Registration Statement cannot be declared effective, the Company shall not be deemed to be in breach of the Registration Rights Agreement for failure to cause such Registration Statement to be declared effective during such period.
The Purchase Agreement and the Registration Rights Agreement contain representations, warranties, indemnification and other provisions customary for transactions of this nature.
The Company also entered into an advisory agreement (the “Advisory Agreement”) with L.I.A. Pure Capital Ltd. (“the Advisor”) pursuant to which the Advisor agreed to provide advisory services in connection with the Private Placement Offering. The Company agreed to pay a commission to the Advisor of (i) a cash fee of $150,000 and (ii) a warrant to purchase 40,000 shares of common stock (the “Advisor Warrant”). Payment of the commission is conditioned upon the closing of the Private Placement Offering. The Advisor Warrant will have the same terms as the Common Warrants issued in the Private Placement Offering. In addition, in connection with the closing of the Private Placement Offering, the Company shall repay the outstanding loan amount owed to the Advisor pursuant to that certain Amended and Restated Facility Agreement, dated July 22, 2024, by and between the Company and by and between such lenders set forth in Schedule 1 thereto, including the Advisor, which as of November 5, 2025, is approximately $529,510, which includes the principal portion and accrued interest as of such date.
Aggregate gross proceeds to the Company in respect of the Private Placement Offering are expected to be approximately $3.0 million, before deducting fees payable to the Advisor and other offering expenses payable by the Company. If the Warrants are exercised in cash in full this would result in an additional $4.5 million of gross proceeds.
July 2025 Private Placement
On July 11, 2025, the Company entered into a securities purchase agreement (the “July 2025 Purchase Agreement”) with certain accredited investors pursuant to which the Company issued and sold in a private placement, (the “July 2025 Private Placement”) an aggregate of 848,763 shares of common stock, pre-funded warrants to purchase up to 77,160 shares of common stock and common warrants to purchase up to an aggregate of 925,923 shares of common stock, at an offering price of $4.86 per share of common stock and associated common warrant and an offering price of $4.8599 per pre-funded warrant and associated common warrant.
| - 49 - |
The pre-funded warrants were immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. The common warrants were immediately exercisable upon issuance at an exercise price of $4.74 per share, subject to adjustment as set forth therein, and will expire five and a half years from the issuance date. The common warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of shares of common stock underlying the common warrants.
In connection with the July 2025 Purchase Agreement, we entered into a registration rights agreement (the “July 2025 Registration Rights Agreement”) with each investor. Pursuant to the July 2025 Registration Rights Agreement, the Company was required to file a resale registration statement with the SEC (the “July 2025 PIPE Registration Statement”) to register for resale the shares of common stock issued in the July 2025 Private Placement and the shares of common stock issuable upon exercise of the pre-funded warrants and common warrants issued in the July 2025 Private Placement within fourteen (14) trading days of the signing date of the July 2025 Purchase Agreement (the “July 2025 PIPE Signing Date”) and to have such July 2025 PIPE Registration Statement declared effective within sixty (60) calendar days after the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is reviewed by the SEC. The Company filed the July 2025 PIPE Registration Statement on July 23, 2025, which was declared effective by the SEC on July, 31, 2025.
In connection with the July 2025 Private Placement, the Company also entered into a letter agreement (the “July 2025 Placement Agent Agreement”) with Aegis Capital Corp., as placement agent (the “Placement Agent”) dated July 11, 2025, pursuant to which the Placement Agent agreed to serve as the placement agent for in connection with the July 2025 Private Placement. The Company paid the Placement Agent a cash placement fee equal to 7.0% of the gross proceeds received in the July 2025 Private Placement and $50,000 for reasonable legal fees and disbursements for the Placement Agent’s counsel. In addition, pursuant to the July 2025 Placement Agent Agreement, the Company agreed to abide by certain customary standstill restrictions for a period of thirty (30) days following the later of the closing of the July 2025 Private Placement and the date that the July 2025 PIPE Registration Statement is declared effective by the SEC.
Aggregate gross proceeds to the Company in respect of the July 2025 Private Placement were approximately $4.5 million, before deducting fees payable to the Placement Agent and other offering expenses payable by us. If the warrants are exercised in cash in full this would result in an additional $4.4 million of gross proceeds.
Filing of Insolvency Petition Against Gix Media
On March 27, 2025, a petition (the “Petition”) was filed with the District Court of Tel Aviv-Jaffa (the “Court”) for a court order to commence insolvency proceedings under the Insolvency and Economic Rehabilitation Law, 5778 – 2018 against Gix Media. The Petition was filed by a primary service provider (the “Service Provider”) of Gix Media claiming that Gix Media owes it approximately $260,000 (excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider.
On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Provider and other creditors of Gix Media that joined the Petition (collectively, the “Service Providers”) with respect to the debts owed by Gix Media to the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix Media to the Service Providers. On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $1.13 million to the Service Providers as payment in full of the debts owed to the Service Providers. As a result of such payment in full by Gix Media to the Service Providers, the Petition was dismissed.
| - 50 - |
Financing Agreement
Effective as of January 29, 2025, Gix Media and Leumi entered into a fifth addendum, to a certain financing agreement with Leumi for the provision of a line of credit in the total amount of up to $3.5 million and a long-term loan totaling $6 million, which Gix Media used to finance the acquisition of Cortex on October 13, 2021 (the “Cortex Acquisition” and “Financing Agreement”), which was effective as of January 29, 2025, pursuant to which, inter alia: (i) the existing credit facility to Gix Media was extended to March 31, 2025; (ii) the repayment schedule of all outstanding obligations under the long term bank loans of Gix Media under the Financing Agreement, was deferred until the actual deposit by the Company in Gix Media’s account of an investment account equal to the amounts of the deferred long term bank loans owned by Gix Media (the “Investment Amount”), which in any event shall be no later than March 31, 2025 (the “Deposit Date”); (iii) upon such deposit date, all deferred payments shall be immediately repaid using the deposited amounts and any remaining amounts from any other sources; (iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each long term bank loan. On March 30, 2025, Gix Media and Leumi entered into a sixth additional addendum to the Financing Agreement, which extended the Deposit Date until May 20, 2025. On July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement (the “July 2025 Repayment and Financing Agreement”), which further extended the Deposit Date until October 1, 2025. In connection with the July 2025 Repayment Financing Agreement, Gix Media agreed to repay $2.4 million to Leumi by October 1, 2025. In addition, in connection with the July 2025 Repayment Financing Agreement, as of October 1, 2025, Bank Leumi shall grant to Gix Media a loan in an amount equal to Gix Media’s then-current outstanding principal portion of the loan plus interest, fees and expenses. The loan shall accrue interest at Bank Leumi’s applicable rate as of October 1, 2025, shall be repaid on a monthly basis and shall have a term of 24 months. During July 2025, Gix Media repaid a total of $2.4 million to Bank Leumi in accordance with the July 2025 Repayment and Financing Agreement.
Cortex Adverse Effect
On November 9, 2025, Gix Media completed the Cortex Sale, which resulted in Cortex ceasing to be a consolidated indirect subsidiary of the Company and a direct, majority-owned subsidiary of Gix Media. For additional information, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Sale of Cortex” above.
Prior to the Cortex Sale, in April 2024, the Company was informed by Cortex, that certain recent developments relating to publishers that are categorized by a number of programmatic advertisers as “Made for Advertising” (“MFA”) sites, including decisions made by leading media programmatic advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA, have materially affected Cortex’s business and operations. In connection with the foregoing, a significant customer of Cortex notified Cortex that in light of the foregoing changes relating to MFA that customer decided to stop advertising on Cortex’s Websites, which decision significantly and negatively impacted Cortex’s future revenue streams (the “Cortex Adverse Effect”).
Corporate Information
We were incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”). On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc.
Our principal executive offices are located at: 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel and our telephone number is +972-9-774-1505. Our website address is www.view-bix.com . The information contained on, or that can be accessed through, our websites is not incorporated by reference into this prospectus and is intended for informational purposes only.
Results of Operations
Results of Operations During the Three Months Ended September 30, 2025 as Compared to the Three Months Ended September 30, 2024
Our revenues were $2,717 thousand for the three months ended September 30, 2025, compared to $6,281 thousand during the same period in the prior year.
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Our revenues from Cortex’s content platform were $2,371 thousand for the three months ended September 30, 2025, a decrease of $3,121 as compared to $5,492 thousand during the same period in the prior year. The reasons for the decrease during the three months ended September 30, 2025 are due to the Cortex Adverse Effect.
Our revenues from Gix Media’s Search Platform were $342 thousand for the three months ended September 30, 2025, a decrease of $447 as compared to $789 thousand during the same period in the prior year. The reasons for the decrease during the three months ended September 30, 2025, is due to a decrease in the amount of search referrals conducted by users, provided by Gix Media to Search Engines, caused primarily by changes and updates to internet browsers’ technology, which have caused a decrease in revenues from the direct model.
Our traffic-acquisition and related costs were $2,133 thousand for the three months ended September 30, 2025, a decrease of $3,012 compared to $5,145 thousand during the same period in the prior year. The reason for the decrease in the three months ended September 30, 2025, is due to the decrease in revenues from both the Content and Search Platforms during the three months ended September 30, 2025 as mentioned above.
Our research and development expenses were $115 thousand for the three months ended September 30, 2025, as compared to $338 thousand during the same period in the prior year. The reason for the decrease in the three months ended September 30, 2025, is due to the expense reduction in both the Content and Search Platforms during the three months ended September 30, 2025, as compared to the same period in the prior year.
Our selling and marketing expenses decreased to $173 thousand for the three months ended September 30, 2025, as compared to $329 thousand during the same period in the prior year. The reason for the decrease in the three months ended September 30, 2025, is due to the expense reduction primarily in salaries in both the Content and Search Platforms during the three months ended September 30, 2025, as compared to the same period in the prior year.
Our general and administrative expenses were $619 thousand for the three months ended September 30, 2025, as compared to $435 thousand during the same period in the prior year. The reason for the increase in the three months ended September 30, 2025, is due to increase in our professional services expenses incurred by us following the uplisting of our shares of common stock to the Nasdaq Capital Market, which was effected in June 2025 (the “Uplist”), as compared to the same period in the prior year.
Our depreciation and amortization expenses for the three months ended September 30, 2025, were $791 thousand as compared to $727 thousand during the same period in the prior year.
An intangible assets and goodwill impairment loss of $2,375 thousand was recorded during the three months ended September 30, 2025, compared to $0 during the three months ended September 30, 2024. Intangible assets and goodwill impairment losses recognized during the three months ended September 30, 2025, were related to Cortex’s content platform (see also note 5.B to our interim condensed consolidated financial statements ended September 30, 2025).
Our other expenses for the three months ended September 30, 2025, were $144 thousand, compared to $213 thousand during the three months ended September 30, 2024. Other expenses for the three months ended September 30, 2025 were primarily related to costs incurred in connection with the registration for the resale of the Company’s common stock while other expenses for the three months ended September 30, 2024, were primarily related to costs incurred in connection with the Uplist.
Our net financial expenses were $668 thousand for the three months ended September 30, 2025, compared to $152 thousand net financial income during the same period in the prior year. The reason for the increase during the three months ended September 30, 2025, is mainly attributable to financing expenses related to facility agreements entered into during July 2024, as compared to financial income during the three months ended September 30, 2024, related to financial instruments arising from the facility agreements which are measured at fair value (see also note 8 to our interim condensed consolidated financial statements ended September 30, 2025).
Our income tax benefit was $348 thousand for the three months ended September 30, 2025, as compared to $59 thousand during the same period in the prior year. The reason for the increase during the three months ended September 30, 2025, was primarily attributable to an income tax benefit recognized in connection with the impairment of intangible assets related to the content platform.
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Results of Operations During the Nine Months Ended September 30, 2025 as Compared to the Nine Months Ended September 30, 2024
Our revenues were $7,731 thousand for the nine months ended September 30, 2025, compared to $23,616 thousand during the same period in the prior year.
Our revenues from Cortex’s content platform were $6,486 thousand for the nine months ended September 30, 2025, a decrease of $12,754 as compared to $19,240 thousand during the same period in the prior year. The reasons for the decrease during the nine months ended September 30, 2025 are due to the Cortex Adverse Effect.
Our revenues from Gix Media’s Search Platform were $1,225 thousand for the nine months ended September 30, 2025, a decrease of $3,151 thousand as compared to $4,376 thousand during the same period in the prior year. The reasons for the decrease during the nine months ended September 30, 2025, is due to: (1) decrease in the amount of search referrals conducted by users, provided by Gix Media to Search Engines, caused primarily by changes and updates to internet browsers’ technology, which have caused a decrease in revenues from the direct model, and (2) a decrease in the number of searches received from Gix Media’s third-party strategic partners in the indirect model mainly as a result of decrease in the credit lines received from third-party strategic partners.
Our traffic-acquisition and related costs were $6,336 thousand for the nine months ended September 30, 2025, a decrease of $12,878 compared to $19,214 thousand during the same period in the prior year. The reason for the decrease in the nine months ended September 30, 2025, is due to the decrease in revenues from both the Content and Search Platforms during the nine months ended September 30, 2025, as mentioned above.
Our research and development expenses were $387 thousand for the nine months ended September 30, 2025, compared to $1,600 thousand during the same period in the prior year. The reason for the decrease in the nine months ended September 30, 2025, is due to the expense reduction in both the Content and Search Platforms, primarily in salaries and technological services.
Our selling and marketing expenses were $579 thousand for the nine months ended September 30, 2025, as compared to $1,440 thousand during the same period in the prior year. The reason for the decrease in the nine months ended September 30, 2025, is due to the expense reduction primarily in salaries both the Content and Search Platforms during the nine months ended September 30, 2025, as compared to the same period in the prior year.
Our general and administrative expenses were $1,448 thousand for the nine months ended September 30, 2025, as compared to $1,737 thousand during the same period in the prior year. The reason for the decrease in the nine months ended September 30, 2025, is due to the expense reduction primarily in salaries in both the Content and Search Platforms during the nine months ended September 30, 2025, and professional services during the period before the Uplist as compared to the same period in the prior year.
Our depreciation and amortization expenses for the nine months ended September 30, 2025, were $2,291 thousand as compared to $2,282 thousand during the same period in the prior year.
An intangible assets and goodwill impairment loss of $5,525 thousand was recorded during the nine months ended September 30, 2025, compared to $4,739 during the nine months ended September 30, 2024. Both intangible assets and goodwill impairment losses recognized during the nine months ended September 30, 2025, and September 30, 2024 were related to Cortex’s content platform (see also note 5.B to our interim condensed consolidated financial statements ended September 30, 2025).
Our other expenses were $688 thousand for the nine months ended September 30, 2025, compared to $0 thousand other expenses during the nine months ended September 30, 2024. Other expenses for the nine months ended September 30, 2025, were primarily related to costs incurred in connection with the Uplist and registration for the resale of the Company’s common stock. Other expenses for the nine months ended September 30, 2024, were primarily related to costs incurred in connection with the Uplist which were offset by other income attributable to governmental grants received by Gix Media and Cortex from the Israel Tax Authority in connection with the war in Israel.
Our net financial expenses were $11,193 thousand for the nine months ended September 30, 2025, compared to $2,755 thousand during the same period in the prior year. The reason for the increase during the nine months ended September 30, 2025 is mainly attributable to financing expenses related to financial instruments arising from facility agreements entered into during June and July 2024, which are measured at fair value (see also note 8 to our interim condensed consolidated financial statements ended September 30, 2025).
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Our income tax benefit was $501 thousand for the nine months ended September 30, 2025, as compared to $82 thousand during the same period in the prior year. The reason for the increase during the nine months ended September 30, 2025, was primarily attributable to an income tax benefit recognized in connection with the impairment of intangible assets related to the content platform.
Liquidity and Capital Resources
As of September 30, 2025, we had current assets of $4,103 thousand, consisting of $2,165 thousand in cash and cash equivalents, $206 thousand restricted deposits, $1,327 thousand in accounts receivable and $405 thousand in other current assets.
As of September 30, 2025, we had non-current assets of $12,781 thousand, consisting of $28 thousand in deferred taxes, $81 thousand in property and equipment net, $6,464 thousand in intangible assets net and $6,208 thousand in goodwill.
As of September 30, 2025, we had $8,552 thousand in current liabilities consisting of $4,736 thousand in accounts payable, $845 thousand in other payables and $2,104 thousand in short term loans and current maturities of long-term loans, and $867 thousand in short-term convertible loans.
As of September 30, 2025, we had $2,534 thousand in non-current liabilities consisting of $743 thousand in deferred taxes, $781 thousand in long term loans and $1,010 thousand in earn-out liability which arose from the Metagramm Acquisition.
As of December 31, 2024, we had current assets of $7,752 thousand consisting of $624 thousand in cash and cash equivalents, $58 thousand in restricted deposits, $1,832 thousand in accounts receivable, $1,257 thousand in other current assets and $3,981 thousand in the loan to our Parent Company.
As of December 31, 2024, we had non-current assets of $14,214 thousand consisting of $56 thousand in deferred taxes, $27 thousand in property and equipment net, $9,552 thousand in intangible assets net and $4,579 thousand in goodwill.
As of December 31, 2024, we had $12,929 thousand in current liabilities consisting of $5,935 thousand in accounts payable, $812 thousand in other payables, $5,374 thousand in short term loans and current maturities of a long-term loans, $29 thousand in embedded derivatives and $779 thousand in short-term convertible loans.
As of December 31, 2024, we had $1,530 thousand in non-current liabilities consisting of $496 thousand long-term loans and $1,034 thousand in deferred taxes.
We had a negative working capital of $4,449 thousand and $5,177 thousand as of September 30, 2025, and December 31, 2024, respectively.
During the three months ended September 30, 2025, we had a negative cash flow from operating activities of $1,715 thousand as compared to a positive cash flow from operations of $534 thousand during the same period in the prior year. The decrease in the three months ended September 30, 2025 is mainly due to an increase in the Company’s operating loss and decrease in changes in operating asset and liability items, which was mainly caused as a result of repayment of debts to suppliers and service providers.
During the nine months ended September 30, 2025, we had a negative cash flow from operating activities of $2,551 thousand as compared to a positive cash flow from operations of $1,990 thousand during the same period in the prior year. The decrease in the nine months ended September 30, 2025 is mainly due to an increase in the Company’s operating loss and decrease in changes in operating asset and liability items, which was mainly caused as a result of repayment of debts to suppliers and service providers.
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During the three months ended September 30, 2025 and September 30, 2024, we had $0 in cash flow used in investment activities.
During the nine months ended September 30, 2025, we had a positive cash flow from investment activities of $12 thousand which arose from Metagramm Acquisition, as compared to $0 during the same period in the prior year.
During the three months ended September 30, 2025, we had $1,925 thousand positive cash flow from financing activities as compared to $262 thousand positive cash flow from financing activities during the same period in the prior year. The increase in the three months ended September 30, 2025, was primarily attributable to proceeds of $402 thousand from the exercise of warrants in connection with facility agreements and a private placement, $4,023 thousand received under the July 2025 Purchase Agreement offset by higher net repayments of bank loans and convertible loans, which totaled $2,500 thousand compared to $319 thousand net received of bank loans in the same period of the prior year.
During the nine months ended September 30, 2025, we had $4,228 thousand positive cash flow from financing activities as compared to $2,466 thousand negative cash flow from financing activities during the same period in the prior year. The increase in the nine months ended September 30, 2025, was primarily attributable to proceeds of $2,222 thousand from the exercise of warrants in connection with facility agreements and a private placement, $4,023 thousand received under the July 2025 Purchase Agreement and lower net repayments of bank loans and convertible loans, which totaled $2,013 thousand compared to $2,612 thousand in the same period of the prior year.
There are no limitations in the Company’s Amended and Restated Certificate of Incorporation on the Company’s ability to borrow funds or raise funds through the issuance of shares of its common stock to affect a business combination.
Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, including: (1) a floating lien on Gix Media’s assets; (2) a lien on Gix Media’s bank account in Leumi; (3) a lien on Gix Media’s rights under the Cortex Transaction; (4) a fixed lien on Gix Media’s intellectual property; and (5) a lien on all of Gix Media’s holdings in Cortex.
As of September 30, 2025, the Company has also provided several liens under Financing Agreement with Leumi in connection with the Cortex Acquisition in October 2021, as follows: (1) a guarantee to Leumi of all of Gix Media’s obligations and undertakings to Leumi, unlimited in amount; (2) a subordination letter on behalf of the Company to Leumi; (3) a first ranking asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Company’s bank accounts. Subsequent to September 30, 2025, in connection with the Cortex Sale in November 2025, the Company provided Leumi a lien on the Parent Shares received by Gix Media and Leumi no longer had a lien on the shares of Cortex sold by Gix Media to the Purchaser.
According to the Financing Agreement, Gix Media undertook to meet financial covenants over the life of the loans, including positive EBITDA. As of September 30, 2025, Gix Media is in compliance with the financial covenants in connection with the Financing Agreement.
Going Concern
The Company experienced a decrease in its revenues from the Search Platforms and Cortex’s digital content platform as a result of the Cortex Adverse Effect, a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers’ technology, which adversely impacted the Company’s ability to acquire traffic in the Search Segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the Search Segment, as a result of lack of availability of suppliers credit from such third party strategic partners. As a result of the foregoing, the Company’s operations were adversely affected.
The decline in revenues and other circumstances described above raise substantial doubts about the Company’s ability to continue as a going concern during the 12-month period following the issuance date of this Quarterly Report.
Management’s response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research and development, selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well as creation of new partnerships and other new income sources. In addition, the company entered into the facility agreements and a private placement, through which it has raised capital. Additionally, following the consummation of the Uplist, the Company received additional funds from the exercise of warrants and the receipt of additional loans in connection with a private placement and facility agreements. Furthermore, on July 14, 2025, the Company closed a private placement transaction with certain accredited investors, pursuant to which the Company received gross proceeds of $4.5 million. In addition, on November 5, 2025, the Company entered into a private placement transaction, subject to the satisfaction of customary closing conditions, receipt of the Stockholder Approval and the execution of definitive agreements related to the Quantum Acquisition. Aggregate gross proceeds to the Company in respect of the November 2025 private placement transaction are expected to be approximately $3.0 million, before deducting fees payable to the Advisor and other offering expenses payable by the Company. For additional information, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—November 2025 Private Placement” above. However, there is significant uncertainty as to whether the Company will be able to secure additional funds when needed.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
| A. | Evaluation of Disclosure Controls and Procedures |
As of September 30, 2025, the Company’s chief executive officer and chief financial officer, conducted an evaluation (the “Evaluation”) regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon the Evaluation, as required by Rules 13a-15 or 15d-15, the Company’s chief executive officer and chief financial officer concluded that, and pursuant to the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), the Company’s disclosure controls and procedures were effective as of the end of September 30, 2025.
| B. | Changes in Internal Control over Financial Reporting |
With the inclusion of the financial information of Metagramm beginning in our interim financial statements included in Form 10-Q for the quarterly period ended March 31, 2025, we will be required to implement internal controls over financial reporting with respect to processes and procedures underlying the financial information of Metagramm. Other than the aforesaid, there were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations, except as set forth below.
On March 27, 2025, the was filed with the District Court of Tel Aviv-Jaffa (the “Court”) for a court order to commence insolvency proceedings under the Insolvency and Economic Rehabilitation Law, 5778 – 2018 against Gix Media. The Petition was filed by a primary Service Provider of Gix Media claiming that Gix Media owes it approximately $260,000 (excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider. On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Providers with respect to the debts owed by Gix Media to the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix Media to the Service Providers. On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $1.13 million to the Service Providers as payment in full of the debts owed to the Service Providers. As a result of such payment in full by Gix Media to the Service Providers, the Petition was dismissed.
There is no other action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company, threatened against or affecting the Company, our common stock, our officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
ITEM 1A. RISK FACTORS
Our business faces many risks, a number of which are described under the caption “Risk Factors” in our Annual Report. Other than as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report. The risks described in our Annual Report and below may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our Annual Report or described below occurs, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our Annual Report and below, and the information contained under the caption “Forward-Looking Statements” and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities.
We may not realize the anticipated benefits of the acquisition of Metagramm
In March 2025, we acquired Metagramm, a company that specializes in developing advanced writing assistance tools and licenses its products on a subscription basis. Metagramm’s products and revenue model differs from those of our current platforms. We may not be able to assimilate or integrate the acquired personnel, operations, products, services, and technologies of Metagramm successfully or effectively manage the business of Metagramm and our management may be distracted from operating our business. We also may not achieve the anticipated benefits from the acquisition of Metagramm due to a number of factors, including, without limitation, unanticipated costs or liabilities associated with the acquisition and difficulty of incorporating Metagramm’s technology into our platforms. If the acquisition of Metagramm fails to meet our expectations, our operating results, business, and financial condition may suffer.
Management has concluded that there is substantial doubt about our ability to continue as a going concern, and our condensed financial statements for the quarter ended September 30, 2025 include an explanatory paragraph as to our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.
Because we have had recurring losses and negative cash flows from operating activities, substantial doubt exists regarding our ability to remain as a going concern at the same level at which we are currently performing. Accordingly, our condensed financial statements for the quarter ended September 30, 2025 include an explanatory paragraph as to our potential inability to continue as a going concern. The doubts regarding our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all.
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Conditions in Israel, including Israel’s conflicts with Hamas and other parties in the region, as well as political and economic instability, may impede our ability to operate and harm our financial results.
Because all of our operations are conducted in Israel and all members of our board of directors and management as well as all of our employees and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions in Israel. Since the establishment of the State of Israel in 1948 and in recent years, armed conflicts between Israel and its neighboring countries and terrorist organizations active in the region have involved missile strikes, hostile infiltrations, terrorism against civilian targets in various parts of Israel, and recently abduction of soldiers and citizens.
In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In January 2025, Israel and Hamas entered into a ceasefire agreement, which remained in effect until March 18, 2025, when hostilities resumed. As of October 9, 2025, Israel and Hamas entered into a renewed ceasefire agreement calling for a permanent end of the war. However, there are no assurances that such as agreement will hold. While the conflict has created heightened security concerns, disruptions to business operations, and economic instability, the ceasefire may contribute to improved regional stability. However, the security situation remains fluid, and any renewed military actions, restrictions, or government-imposed measures could adversely affect our operations, supply chains, and financial condition.
Since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in region, such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq. In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024, a ceasefire was brokered between Israel and Hezbollah, but there are no guarantees as to whether the agreement will hold or whether further hostilities will resume.
In addition, in April 2024 and October 2024, Iran launched direct attacks on Israel involving hundreds of drones and missiles and has threatened to continue to attack Israel and is widely believed to be developing nuclear weapons. In June 2025, in light of continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike directly targeting military and nuclear infrastructure inside Iran, aimed at disrupting Iran’s capacity to coordinate or launch further hostilities against Israel, as well as to degrade its nuclear program. In response, Iran launched multiple waves of drones and ballistic missiles at Israeli cities. While most of these attacks were intercepted, several caused civilian casualties and damage to infrastructure. While a ceasefire was reached between Israel and Iran in June 2025 after 12 days of hostilities, the situation remains volatile. A broader regional conflict involving additional state and non-state actors remains a significant risk. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. These situations may potentially escalate in the future to more violent events which may affect Israel and us.
While our facilities have not been damaged during the recent war, the hostilities with Hamas, Hezbollah, Iran and its proxies and others caused, and may continue to cause if hostilities resume, damage to private and public facilities, infrastructure, utilities, and telecommunication networks, and potentially disrupting our operations and supply chains. In addition, Israeli organizations, government agencies and companies have been subject to extensive cyber attacks. This could lead to increased costs, risks to employee safety, and challenges to business continuity, with potential financial losses. The continuation of the war has also led to a deterioration of certain indicators of Israel’s economic standing, for instance, a downgrade in Israel’s credit rating by rating agencies (such as by Moody’s, S&P Global, and Fitch).
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In connection with the ongoing war, several hundred thousand Israeli military reservists were drafted to perform immediate military service, and military reservists are expected to perform long reserve duty service in the coming years. As of date of this Quarterly Report on Form 10-Q, none of our employees or consultants in Israel have been called to reserve duty and there has been no material impact on our business from past reserve services. However, certain of our employees and consultants in Israel, in addition to employees of our service providers located in Israel, may be called, for service in the current or future wars or other armed conflicts with Hamas, as well as the other pending or future armed conflicts in which Israel is or may become engaged, and such persons may be absent for an extended period of time. As a result, our operations may be disrupted by such absences, which disruption may materially and adversely affect our business, prospects, financial condition and results of operations. Additionally, the absence of employees of our Israeli suppliers and contract manufacturers due to their military service in the current or future wars or other armed conflicts may disrupt their operations, which in turn may materially and adversely affect our ability to deliver or provide products and services to customers.
While the intensity and duration of the security situation in Israel has been difficult to predict, as were the economic implications on our business and operations and on Israel’s economy in general, the ceasefire marks a potential shift towards stability in the region. If sustained, this could reduce the risk of disruptions to our business and the Israeli economy in general. However, if the war is renewed or expands to other fronts, such as Lebanon, Syria and the West Bank, our operations may be harmed.
Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.
The global perception of Israel and Israeli companies, influenced by actions by international judicial bodies, may lead to increased sanctions and other negative measures against Israel, as well as Israeli companies and academic institutions. There is also a growing movement among countries, activists, and organizations to boycott Israeli goods, services and academic research or restrict business with Israel, which could affect business operations. If these efforts become widespread, along with any future rulings from international tribunals against Israel, they could significantly and negatively impact business operations.
As of the date of this Quarterly Report on Form 10-Q, the Company’s revenues have not been directly negatively affected by the ongoing hostilities in the region, as the primary source of its revenues is predominantly from the U.S. or European markets, that have been not significantly impacted by the ongoing hostilities in Israel. As a result, as of the date of this Quarterly Report on Form 10-Q the Company’s abilities to deliver or provide products and services to its customers have not been materially affected.
Finally, prior to the October 2023 war, the Israeli government pursued changes to Israel’s judicial system and has recently renewed its efforts to effect such changes. In response to the foregoing developments, certain individuals, organizations, and institutions, both within and outside of Israel, voiced concerns that such proposed changes, if adopted, may negatively impact the business environment in Israel. Such proposed changes may also lead to political instability or civil unrest. If such changes to Israel’s judicial system are pursued by the government and approved by the parliament, this may have an adverse effect on our business, results of operations, and ability to raise additional funds, if deemed necessary by our management and board of directors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
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ITEM 5. OTHER INFORMATION
During
the quarter ended September 30, 2025, no director or officer of the Company
ITEM 6. EXHIBITS
(a) The following documents are filed as exhibits to this Quarterly Report or incorporated by reference herein.
| * | Filed herewith. | |
| ** | Furnished herewith. |
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SIGNATURES
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 thereunto duly authorized.
| VIEWBIX INC. | ||
| By: | /s/ Amihay Hadad | |
| Name: | Amihay Hadad | |
| Title: | Chief Executive Officer | |
| Date: November 14, 2025 | (Principal Executive Officer) | |
| By: | /s/ Shahar Marom | |
| Name: | Shahar Marom | |
| Title: | Chief Financial Officer | |
| Date: November 14, 2025 | (Principal Financial Officer) |
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