Quantum X Labs (NASDAQ: QXL) posts pro forma loss after Quantum Israel acquisition
Rhea-AI Filing Summary
Quantum X Labs Inc. is providing audited 2025 financials and pro forma data for its March 4, 2026 acquisition of Quantum X Labs Ltd. in Israel. The acquired business generated no revenue in 2025, recorded a $325 thousand net loss and faces a going concern uncertainty due to ongoing losses and financing needs. Pro forma 2025 results combine $1.57 million of revenue with a $21.14 million net loss. The acquisition reflects a total purchase cost of $15.89 million, including a $10.67 million share and warrant consideration and a $5.22 million earn-out, creating $20.72 million of goodwill and $3.65 million of intangible assets on the combined balance sheet.
Positive
- None.
Negative
- Going concern uncertainty at Quantum Israel: The auditor notes recurring losses, negative operating cash flows and reliance on additional financing, raising substantial doubt about the subsidiary’s ability to continue as a going concern.
- Large goodwill and earn-out exposure: The acquisition creates $20.72 million of goodwill and a $5.22 million earn-out liability on a small asset base, increasing future impairment and equity-dilution risk if performance lags expectations.
Insights
Deal adds quantum platform but with losses, goodwill and going concern risk.
Quantum X Labs Inc. now fully consolidates Quantum X Labs Ltd., a pre-revenue Israeli quantum technology developer that lost $325 thousand from January 12 to December 31, 2025. Auditors highlight a going concern uncertainty because operations depend on new financing.
Pro forma 2025 data show combined revenue of $1.57 million and a larger net loss of $21.14 million. The deal’s total cost of $15.89 million results in substantial $20.72 million goodwill and $3.65 million intangible assets, plus an earn-out liability of $5.22 million.
Future company updates will clarify whether Quantum Israel secures funding and advances its portfolio of equity-method and licensed ventures, and how the large goodwill and indefinite-lived in-process R&D behave in subsequent impairment testing.
8-K Event Classification
Key Figures
Key Terms
going concern financial
unaudited pro forma condensed combined financial information financial
equity method investments financial
earn-out liability financial
in-process research and development financial
deferred tax liabilities financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported):
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File No.:
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Telephone Number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
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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. ☐
Item 8.01 Other Events.
As previously announced, on March 4, 2026, Quantum X Labs Inc. (formerly known as Viewbix Inc.) (the “Company”) completed the acquisition of Quantum X Labs Ltd. (“Quantum Israel” and the “Acquisition”). The Company is voluntarily filing this Current Report on Form 8-K to provide the disclosures described in Item 9.01 of Form 8-K.
The unaudited pro forma combined financial information included as Exhibit 99.2 to this Current Report on Form 8-K does not necessarily reflect what the Company’s results of operations, balance sheets or cash flows would have been during the periods presented had the Acquisition been completed in prior periods and does not necessarily indicate what the Company’s results of operations, balance sheets, cash flows or costs and expenses will be in the future.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. |
In accordance with Item 9.01(a), the audited financial statements of Quantum Israel as of December 31, 2025 and December 31, 2024 are attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein.
| (b) | Pro Forma Financial Information. |
In accordance with Item 9.01(b), the unaudited pro forma condensed combined financial information of the Company updated to reflect the acquisition of Quantum Israel as if it had occurred on each of December 31, 2025 is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated by reference herein.
| (c) | Not Applicable |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 23.1 | Consent of Kesselman & Kesselman, Certified Public Accountant (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, independent auditor of Quantum X Labs Ltd. | |
| 99.1 | Audited Financial Statements of Quantum X Labs Ltd. for the year ended December 31, 2025 | |
| 99.2 | Unaudited Pro Forma Combined Financial Information for the year ended December 31, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Quantum X Labs Inc. | ||
| By: | /s/ Amihay Hadad | |
| Name: | Amihay Hadad | |
| Title: | Chief Executive Officer | |
Date: May 14, 2026
Exhibit 99.1
Quantum X Labs Ltd.
Consolidated Financial Statements
December 31, 2025
Quantum X Labs Ltd.
Consolidated Financial Statements
December 31, 2025
Table of Contents
| Page | |
| Report of Independent Auditors | 2-3 |
| Consolidated Financial Statements: | |
| Consolidated Balance Sheet | 4 |
| Consolidated Statement of Operations | 5 |
| Consolidated Statement of Equity | 6 |
| Consolidated Statement of Cash Flows | 7 |
| Notes to Consolidated Financial Statements | 8-12 |
Report of Independent Auditors
To the Shareholders and Board of Directors of Quantum X Labs Ltd.
Opinion
We
have audited the accompanying consolidated financial
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from January 12, 2025 (date of incorporation) to December 31, 2025 in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued.
| 2 |
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with US GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
| Tel-Aviv, Israel | |||
| May 14, 2026 | Certified Public Accountants (Isr.) | ||
| A member firm of PricewaterhouseCoopers International Limited |
| 3 |
Quantum X Labs Ltd.
Consolidated Balance Sheet
(U.S. dollars in thousands)
| December 31, | ||||
| 2025 | ||||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | 260 | |||
| Restricted cash | 13 | |||
| Related
parties | 112 | |||
| Other current assets | 18 | |||
| Total current assets | 403 | |||
| Non current assets: | ||||
| Property and equipment, net | 3 | |||
| Equity method investments | 42 | |||
| Total non current assets | 45 | |||
| Total assets | 448 | |||
| Liabilities and shareholders’ equity | ||||
| Current liabilities: | ||||
| Accrued expenses | 151 | |||
| Related
| 78 | |||
| Total liabilities | 229 | |||
| Commitments and contingencies (Note 4) | ||||
| Shareholders’ equity: | ||||
| Ordinary share, no par value; 1,000,000 shares authorized and 589,319 issued and outstanding | - | |||
| Additional paid-in capital | 544 | |||
| Non-controlling interest | (52 | ) | ||
| Accumulated deficit | (273 | ) | ||
| Total shareholders’ equity | 219 | |||
| Total liabilities and shareholders’ equity | 448 | |||
The accompanying notes are an integral part of the consolidated financial statements.
| 4 |
Quantum X Labs Ltd.
Consolidated Statement of Operations
(U.S. dollars in thousands)
For the Period From January 12, 2025 (*) to December 31, 2025 | ||||
| Operating expenses: | ||||
| Research and development | 192 | |||
| General and administrative | 196 | |||
| Total operating expenses | 388 | |||
| Loss from operations | 388 | |||
| Financial income, net | (21 | ) | ||
| Gains from equity method investments, net | (42 | ) | ||
| Net loss | 325 | |||
| Net loss attributable to non-controlling interest | 52 | |||
| Net loss attributable to Quantum X Labs Ltd. shareholders | 273 | |||
(*) Date of incorporation.
The accompanying notes are an integral part of the consolidated financial statements.
| 5 |
Quantum X Labs Ltd.
Consolidated Statement of Equity
(U.S. dollars in thousands, except number of share data)
| Ordinary Share | Additional Paid-In | Accumulated | Non-Controlling | |||||||||||||||||||||
| Share | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||
| Balance as of January 12, 2025 (*) | ||||||||||||||||||||||||
| Issuance of ordinary shares (Note 3) | 589,319 | - | 544 | - | - | 544 | ||||||||||||||||||
| Net loss | - | - | - | (273 | ) | (52 | ) | (325 | ) | |||||||||||||||
| Balance as of December 31, 2025 | 589,319 | - | 544 | (273 | ) | (52 | ) | 219 | ||||||||||||||||
(*) Date of incorporation.
The accompanying notes are an integral part of the consolidated financial statements.
| 6 |
Quantum X Labs Ltd.
Consolidated Statement of Cash Flows
(U.S. dollars in thousands)
For the Period From January 12, 2025 (*) to December 31, 2025 | ||||
| Cash flows from operating activities | ||||
| Net loss | (325 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation | (**) | |||
| Gains from equity method investments | (42 | ) | ||
| Share-based payments | 71 | |||
| Changes in operating assets and liabilities: | ||||
| Other current assets | (18 | ) | ||
| Accrued expenses | 151 | |||
| Net cash used in operating activities | (163 | ) | ||
| Cash flows from investing activities | ||||
| Purchase of property and equipment | (3 | ) | ||
| (112 | ) | |||
| Net cash used in investing activities | (115 | ) | ||
| Cash flows from financing activities | ||||
| Issuance of ordinary shares | 473 | |||
| Proceeds from related party | 78 | |||
| Net cash provided by financing activities | 551 | |||
| Net
change in cash and cash equivalents and restricted | 273 | |||
| Cash,
cash equivalents and restricted | - | |||
| Cash,
cash equivalents and restricted | 273 | |||
(*) Date of incorporation.
The accompanying notes are an integral part of the consolidated financial statements.
| 7 |
Quantum X Labs Ltd.
Notes to Consolidated Financial Statements
Note 1 - General
Description of Business
Quantum X Labs Ltd. (the “Company”) was incorporated in the State of Israel on January 12, 2025, and commenced operations on May 26, 2025. The Company, together with its subsidiary and unconsolidated entities, is engaged in the research, development, and commercialization of quantum technologies and intellectual property.
On August 27, 2025, the Company, together with other shareholders, formed CliniQuantum Ltd. (“CliniQuantum”), a company incorporated in the State of Israel. CliniQuantum leverages quantum-enhanced methods to provide solutions for drug discovery, clinical trial optimization, logistics, biomedicine, and the security sectors. The Company holds a 48% ownership interest in CliniQuantum, and has determined that it is the primary beneficiary as it holds the power to direct the activities that most significantly impact its economic performance, and has the right to receive benefits from it that could potentially be significant. Accordingly, CliniQuantum is consolidated in the Company’s consolidated financial statements.
On August 31, 2025, the Company, together with other shareholders, formed Quantum Transportation Ltd., a company incorporated in the State of Israel, to develop transformer-based quantum decoder technology for advanced quantum error correction and cloud-deployed neural decoders. The Company holds a 30% ownership interest in the company and has determined that it is not the primary beneficiary. Accordingly, the Company accounts for this investment under the equity method.
On October 26, 2025, the Company, together with Taurus Gold Corp. (a publicly traded company listed on the Canadian Securities Exchange), formed Quantum Gyro Ltd., a company incorporated in the State of Israel, to develop quantum-based gyroscope chip technology. The Company holds a 40% ownership interest in the company and has determined that it is not the primary beneficiary. Accordingly, the Company accounts for this investment under the equity method.
For
further information see also Note
Liquidity and Capital Resources
The Company has incurred losses since its inception and has experienced negative cash flows from operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s operations is dependent upon securing additional financing from existing shareholders or other sources. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Transaction with Quantum X Labs Inc.
On December 15, 2025, the Company and certain of its shareholders entered into a definitive share purchase agreement with Quantum X Labs Inc. (formerly known as Viewbix Inc., a publicly traded company listed on the Nasdaq Capital Market, pursuant to which Quantum X Labs Inc. agreed to acquire 100% of the Company’s issued and outstanding share capital. As consideration, Quantum X Labs Inc. agreed to issue to the Company’s shareholders common stock and pre-funded warrants representing 40% of its issued and outstanding capital stock, with eligibility for up to 12,702,847 additional shares subject to the achievement of specified post-closing milestones. The transaction closed on March 4, 2026, upon which the Company became a wholly-owned subsidiary of Quantum X Labs Inc.
| 8 |
Quantum X Labs Ltd.
Notes
to Consolidated Financial Statements
Operations in Israel
Since October 7, 2023, Israel has been in a state of war on multiple fronts involving the Gaza Strip and other countries and regions in the Middle East, including Iran. During 2025 and to date, there was no material adverse impact on Company’s operations and financial conditions. However, since these are events beyond the Company’s control, their continuation or cessation may affect the Company’s expectations. The Company continues to monitor political and military developments closely and examine the consequences for its operations and assets.
Note 2 - Significant Accounting Policies
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiary, CliniQuantum. The interests of other shareholders are presented as non-controlling interests within equity. Intercompany balances and transactions have been eliminated in consolidation.
Investments in Unconsolidated Entities
Investments in entities which the Company does not consolidate are accounted for under the equity method. Under this method, the investment is initially recorded at cost and subsequently adjusted to recognize the Company’s share of the net income or loss of the investee. If losses accumulate, the Company records its share of losses until the investment is reduced to zero, since the Company has no legal or constructive obligation to provide further financial support.
Functional Currency
The currency of the primary economic environment in which the operations of the Company its subsidiary, CliniQuantum, are conducted is the U.S. dollar (“dollar”, “$”). Thus, the U.S. dollar is our functional and reporting currency. Gains and losses arising from foreign currency remeasurements of monetary balances denominated in non-functional currencies are included in financial expense or income, net, within the consolidated statement of operations.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.
| 9 |
Quantum X Labs Ltd.
Notes
to Consolidated Financial Statements
Concentration of Credit Risks
Financial instruments that subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-credit-quality financial institutions.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, restricted cash, other current assets, accrued expenses, and balances with related parties approximate their fair values due to the short-term nature of these instruments.
Research and Development
Research and development expenses consist primarily of fees paid to consultants and service providers, as well as share-based payments. Research and development costs are expensed as incurred.
Note 3 - Equity
Issuance of share Capital
During
2025, the Company issued a total of
Rights Attached to Share Capital
The ordinary shares of the Company confer upon their holders equal rights to participate in and vote at general meetings of shareholders of the Company, with each ordinary share entitling the holder to one vote. Resolutions at general meetings are adopted by a simple majority of the votes cast, unless a different majority is required by applicable law or the Company’s Articles of Association. Ordinary shares entitle their holders to receive dividends, if and when declared by the Company, and to participate in the distribution of the surplus assets of the Company upon liquidation, dissolution or winding up, in each case on a pro rata basis in accordance with the number of ordinary shares held. The Company has not declared or paid any dividends since its incorporation.
Note 4 - Commitments and Contingencies
License Agreement
On May 26, 2025, the Company entered into an exclusive, worldwide, royalty-bearing license agreement with Ramot at Tel Aviv University Ltd. (“Ramot”), pursuant to which Ramot granted the Company an exclusive license to develop, manufacture, and commercialize certain products based on Ramot’s patent portfolio and know-how in the field of quantum computing, including technology relating to the decoding of quantum error correction codes using transformer neural networks.
In consideration for the license, the Company issued to Ramot 88,235 ordinary shares, no par value, at an estimated fair value of $71 thousand, subject to certain anti-dilution protections maintaining Ramot’s ownership at 15% of the Company’s share capital, on a fully diluted basis, until the Company has raised an aggregate equity investment of $1.5 million. The Company accounts for this license agreement as a share-based payment transaction and recognized an expense in the same amount within research and development expenses.
| 10 |
Quantum X Labs Ltd.
Notes to Consolidated Financial Statements (continued)
In addition, the Company is obligated to: (i) pay royalties to Ramot at rates ranging from 4% to 6% of net sales, depending on cumulative sales thresholds; (ii) pay Ramot 15% of any sublicense receipts received by the Company; (iii) issue to Ramot an additional 16,668 ordinary shares of the Company, no par value, equal to 2.5% of the Company’s share capital on a fully diluted basis, if cumulative net sales by the Company and affiliates reach $500 thousand. The agreement further requires the Company to meet specified development milestones within defined timeframes and to fund the development program in accordance with an agreed commercialization plan. The term of the agreement runs until the expiration of all payment obligations of the Company thereunder, subject to earlier termination upon material breach, bankruptcy, or failure to meet funding milestones.
In February 2026, concurrently with the closing of the transaction with Quantum X Labs Inc. (formerly Viewbix Inc.) as described in Note 1, the Company and Ramot entered into an amendment to the license agreement, pursuant to which the anti-dilution protections and the Company’s obligation to issue additional shares upon reaching the $500 thousand cumulative net sales milestone were terminated.
Legal Matters
In the ordinary course of business, the Company may be subject to various legal matters. The Company accrues a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Although the outcome of the various legal matters cannot be predicted with certainty, the Company believes that any of these matters are neither probable to result in a liability nor can result in a material adverse effect on the Company business, financial condition, results of operations or cash flows.
Note
Quantum Transportation Ltd.
In November 2025, following a $150 thousand capital injection by a new investor into Quantum Transportation Ltd., the Company’s ownership interest was diluted from 33% to 30%. This decrease resulted in a gain of $52 thousand. Additionally, the Company recognized $10 thousand in equity losses, representing its share of the associate’s net loss for the period. As of December 31, 2025, the investment amounted to $42 thousand.
Quantum Gyro Ltd.
During the period, the associate incurred net losses, however, as the Company has no legal or constructive obligation to provide financial support or make payments on its behalf, no losses were recognized.
Note
Basis of Taxation
The Company and CliniQuantum are subject to Israeli corporate tax rate of 23%.
Net Operating Loss Carryforward
As of December 31, 2025, the Company and CliniQuantum have net operating losses carryforward of $182 thousand and $56 thousand, respectively. Under Israeli tax laws, these carryforward losses have no expiration date.
| 11 |
Quantum X Labs Ltd.
Notes to Consolidated Financial Statements (continued)
Deferred Income Taxes
Based on the losses incurred since inception, management believes it is more likely than not that the deferred tax assets, primarily related to the net operating loss carryforwards and capitalized research and development costs of $55 thousand and $44 thousand, respectively, will not be realized. Accordingly, a full valuation allowance has been provided against these assets.
Note
In February 2026, the Company, together with other parities, formed Quantum Atom Accuracy Ltd. and Nuclear Quantum Ltd., companies incorporated in the State of Israel. The Company holds a 40% ownership interest in these entities.
In February 2026, CliniQuantum completed a capital raise of approximately $350 thousand, reflecting a pre-money valuation of $8 million. As a result, the Company’s ownership interest was diluted from 48% to 46%.
In March 2026, the Company and Taurus Gold Corp. completed a restructuring whereby Quantum Gyro Ltd.’s subsidiary, QuantumQ Security Ltd., was transferred from an indirect holding to a direct holding. Following the restructuring, Taurus Gold Corp. holds 60% of QuantumQ Security Ltd. and the Company holds the remaining 40%. QuantumQ Security Ltd. is engaged in the development of quantum-based cybersecurity solutions for protecting critical assets.
On
March 6, 2026, the Company entered into an exclusive, worldwide license agreement with
On
March 31, 2026, the Company entered into an exclusive, worldwide license agreement with
| 12 |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On December 15, 2025, Quantum X Labs Inc. (formerly known as Viewbix Inc.) (the “Company” or “Quantum Inc”) entered into a securities exchange agreement (the “Quantum Exchange Agreement”) with Quantum X Labs Ltd. (“Quantum Israel”) and certain of the shareholders of Quantum Israel (the “Quantum Israel Shareholders”) pursuant to which the Company agreed to issue to the Quantum Israel Shareholders an aggregate amount of up to 40.0% of the Company’s issued and outstanding capital stock as of December 15, 2025, inclusive of 800,000 shares of the Company’s common stock issuable by the Company in a private placement offering (the “Private Placement Shares”) that the Company entered into in November 2025, consisting of (i) up to 2,666,000 shares of the Company’s common stock, representing 19.99% of the Company’s issued and outstanding capital stock (the “Exchange Shares”), inclusive of the Private Placement Shares, and (ii) pre-funded warrants to purchase up to 4,447,595 shares of the Company’s common stock, representing the balance of up to the 40.0%, as of December 15, 2025, less the Exchange Shares, in exchange for up to 100%, but not less than 85%, of Quantum Israel’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to an amount up to 589,319 of Quantum Israel’s ordinary shares (the “Acquisition”).
In addition, pursuant to the Quantum Exchange Agreement, the Company may issue to the Quantum Israel Shareholders up to 12,702,847 additional shares of the Company’s common stock or pre-funded warrants to purchase shares of the Company’s common stock, only following the 12-month anniversary of the closing date of the Acquisition and upon the achievement of specified post-closing milestones as defined in the Quantum Exchange Agreement.
On March 4, 2026, the Company closed the Acquisition (the “Closing Date”), pursuant to which the Company acquired 100% of Quantum Israel’s issued and outstanding share capital on a fully diluted, post-closing basis and Quantum Israel became a wholly owned subsidiary of the Company. On the Closing Date, the Company issued to the Quantum Israel Shareholders 1,866,000 shares of its common stock and pre-funded warrants to purchase 4,447,595 shares of its common stock. The pre-funded warrants were exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full.
The unaudited pro forma condensed combined balance sheets are based on the individual historical balance sheets of the Company and Quantum Israel, prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, as of December 31, 2025, and has been prepared to reflect the effect of the Acquisition, which was completed on March 4, 2026, as if it had occurred on December 31, 2025. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 gives effect to the Acquisition as if it had occurred on January 1, 2025, the beginning of the Company’s fiscal year. The historical condensed combined financial information has been adjusted to give effect to pro forma events that are: 1) directly attributable to the Acquisition; 2) factually supportable; and 3) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma financial statements were prepared in accordance with Article 11 of the U.S. Securities and Exchange Commission, or the SEC, Regulation S-X, or Article 11 of Regulation S-X. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial information have been made, as further described in the accompanying notes.
The
unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the Company’s
historical audited financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K
filed to the SEC on March 27, 2026, (the “Annual Report”), the historical audited financial
The unaudited pro forma combined condensed financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have resulted had the Acquisition described above been consummated at the dates indicated, nor is it necessarily indicative of the results of operations which may be realized in the future. Furthermore, the unaudited pro forma combined condensed financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
As of December 31, 2025
(U.S. dollars in thousands)
Quantum Inc | Quantum Israel | Transaction Accounting Adjustments | Pro Forma | |||||||||||||||
| Assets | ||||||||||||||||||
| Current Assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 1,018 | $ | 260 | $ | |||||||||||||
| Restricted deposit | 20 | - | ||||||||||||||||
| Accounts receivables | 315 | - | - | - | ||||||||||||||
| Related parties | - | 112 | - | 112 | ||||||||||||||
| Other receivables | 299 | 18 | - | 317 | ||||||||||||||
| Total Current Assets | 1,652 | 403 | ||||||||||||||||
| Non-current assets: | ||||||||||||||||||
| Deferred taxes | 12 | - | - | 12 | ||||||||||||||
| Property and equipment, net | 56 | 3 | - | 59 | ||||||||||||||
| Financial assets measured at cost method | 600 | - | - | 600 | ||||||||||||||
| - | 42 | - | 42 | |||||||||||||||
| Intangible assets, net | 2,045 | - | 3(a) | |||||||||||||||
| Goodwill | 6,392 | - | 3(a) | |||||||||||||||
| Total Non-current Assets | 9,105 | 45 | ||||||||||||||||
| Total Assets | $ | 10,757 | 448 | |||||||||||||||
| Liabilities | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Accounts payable | $ | 1,204 | $ | $ | - | $ | ||||||||||||
| Related parties | - | 78 | - | 78 | ||||||||||||||
| Short-term loans | 260 | - | - | 260 | ||||||||||||||
| Current maturities of long-term loans | 781 | - | - | 781 | ||||||||||||||
| Short-term convertible loans | 867 | - | - | 867 | ||||||||||||||
| Other payables | 951 | |||||||||||||||||
| Total Current liabilities | 4,063 | 229 | ||||||||||||||||
| Non-current liabilities: | ||||||||||||||||||
| Long-term loans, net of current maturities | 586 | - | - | 586 | ||||||||||||||
| Deferred taxes | 326 | - | 3(a) | |||||||||||||||
| Earn-out liability | 793 | - | 793 | |||||||||||||||
| Total None Current liabilities | 1,705 | - | ||||||||||||||||
| Total Liabilities | $ | 5,768 | ||||||||||||||||
| Shareholders’ Equity: | ||||||||||||||||||
| Common stock of $0.0001 par value | 4 | - | 4 | |||||||||||||||
| Additional paid-in-capital | $ | 51,032 | $ | 544 | 3(b) | $ | ||||||||||||
| Accumulated deficit | (46,047 | ) | (273 | ) | 3(b) | ) | ||||||||||||
| Equity attributed to shareholders | 4,989 | 271 | ||||||||||||||||
| Non-controlling interests | - | (52 | ) | (52 | ) | |||||||||||||
| Total Equity | 4,989 | 219 | ||||||||||||||||
| Total Liabilities and Shareholders’ Equity | 10,757 | 448 | ||||||||||||||||
| 2 |
UNAUDITED
PRO FORMA CONDENSED COMBINED
For
the
(U.S. dollars in thousands)
Quantum Inc | Quantum Israel | Transaction Accounting Adjustments | Pro
Forma | |||||||||||||
| Revenues | $ | 1,569 | - | 1,569 | ||||||||||||
| Costs and Expenses: | ||||||||||||||||
| Traffic-acquisition and related costs | 297 | - | - | 297 | ||||||||||||
| Research and development | 69 | - | ||||||||||||||
| Selling and marketing | 100 | - | - | 100 | ||||||||||||
| General and administrative | 1,625 | - | ||||||||||||||
| Depreciation and amortization | 848 | - | 848 | |||||||||||||
| Other expenses, net | 814 | - | - | 814 | ||||||||||||
| Operating loss | 2,184 | 388 | 2,572 | |||||||||||||
| Finance expenses | 11,253 | (21 | ) | - | 11,232 | |||||||||||
| - | (42 | ) | - | (42 | ) | |||||||||||
| Loss from continuing operations before taxes | 13,437 | 325 | 13,762 | |||||||||||||
| Income tax benefit | (39 | ) | - | (39 | ) | |||||||||||
| Net loss from continuing operations | 13,398 | 325 | - | 13,723 | ||||||||||||
| Net loss from discontinued operations | 7,417 | - | - | 7,417 | ||||||||||||
| Net loss | 20,815 | 325 | - | 21,140 | ||||||||||||
| Net loss attributable to non-controlling interests | 1,530 | 52 | - | 1,582 | ||||||||||||
| Net loss attributable to shareholders | 19,285 | 273 | - | 19,558 | ||||||||||||
| Net loss from continuing operations attributable to: | ||||||||||||||||
| Shareholders | 13,398 | 273 | 13,671 | |||||||||||||
| Non-controlling interests | - | 52 | 52 | |||||||||||||
| 13,398 | 325 | 13,723 | ||||||||||||||
| Net loss from discontinued operation attributable to: | ||||||||||||||||
| Shareholders | 5,887 | - | - | 5,887 | ||||||||||||
| Non-controlling interests | 1,530 | - | - | 1,530 | ||||||||||||
| 7,417 | - | - | 7,417 | |||||||||||||
| Net loss per share from continuing operations – Basic and diluted attributed to shareholders: | 1.58 | |||||||||||||||
| Net loss per share from discontinued operations – Basic and diluted attributed to shareholders: | 0.69 | - | - | |||||||||||||
| Total net loss per share – Basic and diluted attributed to shareholders: | 2.28 | |||||||||||||||
| Weighted average number of shares – Basic and diluted: | 8,474,057 | |||||||||||||||
| 3 |
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - Basis of presentation
The
unaudited pro forma condensed combined statement of operations for the
The unaudited pro forma condensed combined financial information herein has been prepared to illustrate the effects of the Acquisition in accordance with U.S. GAAP.
The unaudited pro forma condensed combined balance sheets as of December 31, 2025, assumes that the Acquisition occurred on December 31, 2025.
The unaudited pro forma condensed combined balance sheets as of December 31, 2025, has been prepared using, and should be read in conjunction with, the following:
| ● | The
Company’s audited consolidated balance sheet as of December 31, 2025, and the related notes, included in the Annual | |
| ● | Quantum
Israel’s audited |
| 4 |
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, have been prepared using, and should be read in conjunction with, the following:
| ● | The
Company’s audited consolidated statement of operations for the | |
| ● | Quantum
Israel’s audited |
Information has been prepared based on these preliminary estimates, and the final amounts recorded may differ materially from the information presented. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Acquisition.
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments reflecting the consummation of the Acquisition are based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The Company believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Acquisition based on information available to management at the time of the Closing Date and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or balance sheets that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company.
The unaudited pro forma condensed combined financial information does not necessarily reflect what the combined company’s financial condition or results of operations would have been had the transactions occurred on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual balance sheets and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
Note 2 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction, or Transaction Accounting Adjustments, and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur, or Management’s Adjustments. The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.
| 5 |
The unaudited pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the combined company following consummation of the Acquisition filed consolidated income tax returns during the periods presented.
Note 3 - Pro Forma Adjustments
The following describes the pro forma adjustments related to the Acquisition, that have been made in the accompanying unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025, giving effect to the Acquisition as if it had been consummated on January 1, 2025, all of which are based on preliminary estimates that could change significantly as additional information is obtained:
(a) The preliminary purchase price allocation is as follows (in thousand):
| Consideration paid in Company’s
shares | $ | |||||||
| Earn-out | ||||||||
| Total cost of the acquisition | ||||||||
| Less: Acquired tangible assets | ||||||||
| Excess purchase price | ||||||||
| Fair value adjustments: | ||||||||
| Intangible asset – | ||||||||
| Deferred tax liabilities | ) | |||||||
| Total fair value adjustments | ||||||||
| Goodwill |
The
consideration of
The pro forma adjustments give effect to the forward acquisition accounting, and specifically:
| (1) | to
recognize | |
| to
recognize | ||
| to
recognize Quantum Israel’s goodwill of |
| (b) | Represents
| |
| 6 |