[10-Q] Viewbix Inc. Quarterly Earnings Report
Viewbix Inc. (VBIX) 10-Q snapshot: The company reported a consolidated net loss of $16.3 million for the six months ended June 30, 2025, versus $9.4 million a year earlier. Cash and cash equivalents were $1.99 million and bank loans totaled $5.39 million as of June 30, 2025, with an accumulated deficit of $42.09 million. Operating cash flow was negative $0.84 million for the six months.
Activity included the acquisition of Metagramm for total consideration of $5.159 million paid in 1,323,000 shares, multiple financing facility agreements (June/July 2024 facilities) with conversions of portions into shares and warrants, and substantial warrant exercise activity that generated proceeds in mid‑2025. The company recorded goodwill impairments related to the digital content reporting unit (noted impairments totaling $3.15 million and prior period amounts), and recognized non‑cash fair value gains on certain financial assets of $10.121 million. Subsequent events show a July 2025 repayment to Leumi of $2.4 million and follow-on financing actions.
Viewbix Inc. (VBIX) - riepilogo 10-Q: La società ha registrato una perdita netta consolidata di $16,3 milioni nei sei mesi terminati il 30 giugno 2025, rispetto a $9,4 milioni nello stesso periodo dell’anno precedente. Le disponibilità liquide e mezzi equivalenti ammontavano a $1,99 milioni e i prestiti bancari totalizzavano $5,39 milioni al 30 giugno 2025, con un deficit accumulato di $42,09 milioni. Il flusso di cassa operativo è stato negativo per $0,84 milioni nei sei mesi.
Le attività incluse comprendono l’acquisizione di Metagramm per un corrispettivo totale di $5,159 milioni pagato mediante 1.323.000 azioni, più accordi di finanziamento multipli (facilities di giugno/luglio 2024) con conversioni parziali in azioni e warrant, e un’intensa attività di esercizio warrant che ha generato proventi a metà 2025. La società ha registrato svalutazioni dell’avviamento relative all’unità di reporting contenuti digitali (svalutazioni complessive di $3,15 milioni e importi di periodi precedenti) e ha rilevato utili non monetari da fair value su taluni strumenti finanziari per $10,121 milioni. Eventi successivi riportano un rimborso a luglio 2025 a Leumi di $2,4 milioni e ulteriori operazioni di finanziamento successive.
Viewbix Inc. (VBIX) - resumen 10-Q: La compañía informó una pérdida neta consolidada de $16,3 millones en los seis meses terminados el 30 de junio de 2025, frente a $9,4 millones un año antes. El efectivo y equivalentes de efectivo eran $1,99 millones y los préstamos bancarios sumaban $5,39 millones al 30 de junio de 2025, con un déficit acumulado de $42,09 millones. El flujo de efectivo operativo fue negativo por $0,84 millones en los seis meses.
Las actividades incluyeron la adquisición de Metagramm por un precio total de $5,159 millones pagado con 1.323.000 acciones, múltiples acuerdos de facilidades de financiación (facilities de junio/julio de 2024) con conversiones parciales a acciones y warrants, y una considerable actividad de ejercicio de warrants que generó ingresos a mediados de 2025. La compañía registró deterioros de plusvalía relacionados con la unidad de contenidos digitales (deterioros por un total de $3,15 millones y montos de periodos anteriores), y reconoció ganancias no monetarias por valor razonable en ciertos activos financieros por $10,121 millones. Los eventos posteriores muestran un reembolso en julio de 2025 a Leumi de $2,4 millones y acciones de financiación posteriores.
Viewbix Inc. (VBIX) 10‑Q 요약: 회사는 2025년 6월 30일로 끝나는 6개월 동안 연결 순손실 $16.3백만을 보고했으며, 전년 동기에는 $9.4백만이었습니다. 현금및현금성자산은 $1.99백만, 은행 대출은 $5.39백만였으며 누적적자는 $42.09백만입니다. 영업현금흐름은 6개월 동안 $0.84백만의 음수였습니다.
활동으로는 Metagramm을 총 $5.159백만 상당(1,323,000주로 지급) 인수한 건, 여러 금융시설 계약(2024년 6/7월 시설)에서 일부가 주식 및 워런트로 전환된 건, 2025년 중반에 수익을 창출한 대규모 워런트 행사 등이 포함됩니다. 회사는 디지털 콘텐츠 보고 단위와 관련한 영업권 손상(총 $3.15백만 및 이전 기간 금액)을 인식했고, 일부 금융자산에 대해 비현금 공정가치 이익 $10.121백만을 기록했습니다. 이후 발생한 사건으로는 2025년 7월 Leumi에 대한 $2.4백만 상환 및 후속 자금 조달 조치가 있습니다.
Viewbix Inc. (VBIX) - synthèse 10‑Q : La société a déclaré une perte nette consolidée de 16,3 M$ pour les six mois clos le 30 juin 2025, contre 9,4 M$ un an plus tôt. Les liquidités et équivalents de trésorerie s’élevaient à 1,99 M$ et les prêts bancaires totalisaient 5,39 M$ au 30 juin 2025, avec un déficit cumulé de 42,09 M$. Les flux de trésorerie d’exploitation ont été négatifs de 0,84 M$ sur six mois.
Les opérations comprennent l’acquisition de Metagramm pour un montant total de 5,159 M$ payé par 1 323 000 actions, plusieurs accords de facilités de financement (juin/juillet 2024) avec des conversions partielles en actions et en warrants, et une importante activité d’exercice de warrants ayant généré des recettes à la mi‑2025. La société a enregistré des dépréciations d’écart d’acquisition liées à l’unité de reporting contenus numériques (dépréciations totalisant 3,15 M$ et montants des périodes antérieures) et a constaté des gains de juste valeur non monétaires sur certains actifs financiers de 10,121 M$. Les événements postérieurs indiquent un remboursement à Leumi en juillet 2025 de 2,4 M$ et des opérations de financement complémentaires.
Viewbix Inc. (VBIX) 10‑Q‑Kurzfassung: Das Unternehmen meldete für die sechs Monate zum 30. Juni 2025 einen konsolidierten Nettoverlust von $16,3 Mio. gegenüber $9,4 Mio. im Vorjahr. Zahlungsmittel und Zahlungsmitteläquivalente beliefen sich auf $1,99 Mio., Bankkredite betrugen $5,39 Mio. und der aufgelaufene Fehlbetrag lag bei $42,09 Mio.. Der operative Cashflow war in den sechs Monaten negativ mit $0,84 Mio..
Zu den Aktivitäten gehörten die Übernahme von Metagramm für eine Gesamtsumme von $5,159 Mio., bezahlt durch 1.323.000 Aktien, mehrere Finanzierungsvereinbarungen (Facilities Juni/Juli 2024) mit Teilumwandlungen in Aktien und Warrants sowie umfangreiche Warrantausübungen, die Mitte 2025 Erlöse generierten. Das Unternehmen verbuchte Goodwill‑Abschreibungen auf die digitale Content‑Reporting‑Einheit (Abschreibungen insgesamt $3,15 Mio. und Beträge aus Vorperioden) und erkannte nicht zahlungswirksame Fair‑Value‑Gewinne auf bestimmte Finanzanlagen in Höhe von $10,121 Mio. Nachfolgende Ereignisse zeigen eine Rückzahlung an Leumi in Juli 2025 von $2,4 Mio. sowie weitere Finanzierungsmaßnahmen.
- Metagramm acquisition completed for $5.159 million paid in shares, expanding the company's business scope
- Significant equity inflows from warrant exercises and private placements generated cash proceeds (examples: $402, $304, $315 received on various exercises)
- Conversions of loans into equity (multiple facility agreements) reduced cash repayment requirements and reclassified portions of debt to equity
- Non‑cash fair value gains on financial assets of $10.121 million improved reported results for the period
- Net loss widened to $16.262 million for the six months ended June 30, 2025, versus $9.374 million prior year
- Accumulated deficit of $42.088 million and negative operating cash flow of $0.836 million for the six months ended June 30, 2025
- Bank indebtedness of $5.385 million and historical covenant waivers with Leumi, indicating refinancing and covenant risk
- Goodwill impairment recognized (noted impairments including $3.15 million and prior period charges), reducing intangible asset carrying value and signaling weakened cash flow expectations
- Material shareholder dilution from large share and warrant issuances tied to financing facilities
Insights
TL;DR: The company shows acute liquidity pressure with widening losses despite equity conversions and warrant inflows.
Viewbix's operating results show a materially larger net loss in H1 2025 versus prior year, negative operating cash flow, and a modest cash balance relative to bank debt. The firm deployed equity-based financings and conversions that reduced certain debt burdens and raised proceeds from exercised warrants and private placements, improving near-term liquidity. However, recurring losses, significant accumulated deficit, and bank loans with covenant history (Leumi waivers and subsequent repayment arrangements) highlight ongoing refinancing and covenant risk. Non‑cash items (goodwill impairment and fair value adjustments) materially affect reported results but do not alleviate operating cash needs.
TL;DR: Acquisition activity funded by equity issuance increased scale but triggered goodwill write‑downs and integration risk.
The Metagramm acquisition for $5.159 million issued as shares expanded the group's holdings and added goodwill (not tax deductible). While share issuance avoided cash outflow at close, the company later recognized goodwill impairment tied to lower cash flow projections and the Cortex adverse effect. The mix of convertible facilities and warrant structures suggests creative financing to preserve cash, but these dilute existing shareholders and create future exercise‑related financing dynamics. The July 2025 $2.4 million repayment to Leumi and related repayment/financing agreements indicate active creditor negotiations to manage indebtedness.
Viewbix Inc. (VBIX) - riepilogo 10-Q: La società ha registrato una perdita netta consolidata di $16,3 milioni nei sei mesi terminati il 30 giugno 2025, rispetto a $9,4 milioni nello stesso periodo dell’anno precedente. Le disponibilità liquide e mezzi equivalenti ammontavano a $1,99 milioni e i prestiti bancari totalizzavano $5,39 milioni al 30 giugno 2025, con un deficit accumulato di $42,09 milioni. Il flusso di cassa operativo è stato negativo per $0,84 milioni nei sei mesi.
Le attività incluse comprendono l’acquisizione di Metagramm per un corrispettivo totale di $5,159 milioni pagato mediante 1.323.000 azioni, più accordi di finanziamento multipli (facilities di giugno/luglio 2024) con conversioni parziali in azioni e warrant, e un’intensa attività di esercizio warrant che ha generato proventi a metà 2025. La società ha registrato svalutazioni dell’avviamento relative all’unità di reporting contenuti digitali (svalutazioni complessive di $3,15 milioni e importi di periodi precedenti) e ha rilevato utili non monetari da fair value su taluni strumenti finanziari per $10,121 milioni. Eventi successivi riportano un rimborso a luglio 2025 a Leumi di $2,4 milioni e ulteriori operazioni di finanziamento successive.
Viewbix Inc. (VBIX) - resumen 10-Q: La compañía informó una pérdida neta consolidada de $16,3 millones en los seis meses terminados el 30 de junio de 2025, frente a $9,4 millones un año antes. El efectivo y equivalentes de efectivo eran $1,99 millones y los préstamos bancarios sumaban $5,39 millones al 30 de junio de 2025, con un déficit acumulado de $42,09 millones. El flujo de efectivo operativo fue negativo por $0,84 millones en los seis meses.
Las actividades incluyeron la adquisición de Metagramm por un precio total de $5,159 millones pagado con 1.323.000 acciones, múltiples acuerdos de facilidades de financiación (facilities de junio/julio de 2024) con conversiones parciales a acciones y warrants, y una considerable actividad de ejercicio de warrants que generó ingresos a mediados de 2025. La compañía registró deterioros de plusvalía relacionados con la unidad de contenidos digitales (deterioros por un total de $3,15 millones y montos de periodos anteriores), y reconoció ganancias no monetarias por valor razonable en ciertos activos financieros por $10,121 millones. Los eventos posteriores muestran un reembolso en julio de 2025 a Leumi de $2,4 millones y acciones de financiación posteriores.
Viewbix Inc. (VBIX) 10‑Q 요약: 회사는 2025년 6월 30일로 끝나는 6개월 동안 연결 순손실 $16.3백만을 보고했으며, 전년 동기에는 $9.4백만이었습니다. 현금및현금성자산은 $1.99백만, 은행 대출은 $5.39백만였으며 누적적자는 $42.09백만입니다. 영업현금흐름은 6개월 동안 $0.84백만의 음수였습니다.
활동으로는 Metagramm을 총 $5.159백만 상당(1,323,000주로 지급) 인수한 건, 여러 금융시설 계약(2024년 6/7월 시설)에서 일부가 주식 및 워런트로 전환된 건, 2025년 중반에 수익을 창출한 대규모 워런트 행사 등이 포함됩니다. 회사는 디지털 콘텐츠 보고 단위와 관련한 영업권 손상(총 $3.15백만 및 이전 기간 금액)을 인식했고, 일부 금융자산에 대해 비현금 공정가치 이익 $10.121백만을 기록했습니다. 이후 발생한 사건으로는 2025년 7월 Leumi에 대한 $2.4백만 상환 및 후속 자금 조달 조치가 있습니다.
Viewbix Inc. (VBIX) - synthèse 10‑Q : La société a déclaré une perte nette consolidée de 16,3 M$ pour les six mois clos le 30 juin 2025, contre 9,4 M$ un an plus tôt. Les liquidités et équivalents de trésorerie s’élevaient à 1,99 M$ et les prêts bancaires totalisaient 5,39 M$ au 30 juin 2025, avec un déficit cumulé de 42,09 M$. Les flux de trésorerie d’exploitation ont été négatifs de 0,84 M$ sur six mois.
Les opérations comprennent l’acquisition de Metagramm pour un montant total de 5,159 M$ payé par 1 323 000 actions, plusieurs accords de facilités de financement (juin/juillet 2024) avec des conversions partielles en actions et en warrants, et une importante activité d’exercice de warrants ayant généré des recettes à la mi‑2025. La société a enregistré des dépréciations d’écart d’acquisition liées à l’unité de reporting contenus numériques (dépréciations totalisant 3,15 M$ et montants des périodes antérieures) et a constaté des gains de juste valeur non monétaires sur certains actifs financiers de 10,121 M$. Les événements postérieurs indiquent un remboursement à Leumi en juillet 2025 de 2,4 M$ et des opérations de financement complémentaires.
Viewbix Inc. (VBIX) 10‑Q‑Kurzfassung: Das Unternehmen meldete für die sechs Monate zum 30. Juni 2025 einen konsolidierten Nettoverlust von $16,3 Mio. gegenüber $9,4 Mio. im Vorjahr. Zahlungsmittel und Zahlungsmitteläquivalente beliefen sich auf $1,99 Mio., Bankkredite betrugen $5,39 Mio. und der aufgelaufene Fehlbetrag lag bei $42,09 Mio.. Der operative Cashflow war in den sechs Monaten negativ mit $0,84 Mio..
Zu den Aktivitäten gehörten die Übernahme von Metagramm für eine Gesamtsumme von $5,159 Mio., bezahlt durch 1.323.000 Aktien, mehrere Finanzierungsvereinbarungen (Facilities Juni/Juli 2024) mit Teilumwandlungen in Aktien und Warrants sowie umfangreiche Warrantausübungen, die Mitte 2025 Erlöse generierten. Das Unternehmen verbuchte Goodwill‑Abschreibungen auf die digitale Content‑Reporting‑Einheit (Abschreibungen insgesamt $3,15 Mio. und Beträge aus Vorperioden) und erkannte nicht zahlungswirksame Fair‑Value‑Gewinne auf bestimmte Finanzanlagen in Höhe von $10,121 Mio. Nachfolgende Ereignisse zeigen eine Rückzahlung an Leumi in Juli 2025 von $2,4 Mio. sowie weitere Finanzierungsmaßnahmen.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
or
For the transition period from __________________ to __________________
Commission
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Indicate
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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 | 41 | ||
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 51 | ||
| ITEM 4. | CONTROLS AND PROCEDURES | 51 | ||
| PART II - OTHER INFORMATION | 51 | |||
| ITEM 1. | LEGAL PROCEEDINGS | 51 | ||
| ITEM 1A. | RISK FACTORS | 51 | ||
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 54 | ||
| ITEM 3. | DEFAULT UPON SENIOR SECURITIES | 54 | ||
| ITEM 4. | MINE SAFETY DISCLOSURE | 54 | ||
| ITEM 5. | OTHER INFORMATION | 54 | ||
| ITEM 6. | EXHIBITS | 54 | ||
| SIGNATURES | 55 |
| -2- |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VIEWBIX INC.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2025
CONTENTS
| Page | |
| Interim Condensed Consolidated Balance Sheets (unaudited) | 4 - 5 |
| Interim Condensed Consolidated Statements of Operations (unaudited) | 6 |
| Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) | 7 – 8 |
| Interim Condensed Consolidated Statements of Cash Flows (unaudited) | 9 - 10 |
| Notes to the Interim Condensed Consolidated Financial Statements (unaudited) | 11 - 40 |
| -3- |
VIEWBIX INC.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
U.S. dollars in thousands (except share data)
As of | As of | |||||||||
| Note | June 30, 2025 | December 31, 2024 | ||||||||
| ASSETS | ||||||||||
| CURRENT ASSETS | ||||||||||
| Cash and cash equivalents | ||||||||||
| Restricted deposits | ||||||||||
| Accounts receivable | ||||||||||
| Loan to parent company | 3 | - | ||||||||
| Other current assets | ||||||||||
| Total current assets | ||||||||||
| NON-CURRENT ASSETS | ||||||||||
| Deferred taxes | ||||||||||
| Property and equipment, net | ||||||||||
| Intangible assets, net | 5 | |||||||||
| Goodwill | 5 | |||||||||
| Total non-current assets | ||||||||||
| Total assets | ||||||||||
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 | June 30, 2025 | December 31, 2024 | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
| CURRENT LIABILITIES | ||||||||||
| Accounts payable | ||||||||||
| Short-term loans | 7 | |||||||||
| Current maturities of long-term loans | 7 | |||||||||
| Embedded derivatives | 7,8 | - | ||||||||
| Short-term convertible loans | 7 | |||||||||
| Other payables | ||||||||||
| Total current liabilities | ||||||||||
| NON-CURRENT LIABILITIES | ||||||||||
| Long-term loans, net of current maturities | 7 | - | ||||||||
| Deferred taxes | ||||||||||
| Earn-out liability | 6 | - | ||||||||
| Total non-current liabilities | ||||||||||
| Commitments and Contingencies | 9 | - | - | |||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Common stock of $ | ||||||||||
| Additional paid-in capital | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Equity attributed to shareholders of Viewbix Inc. | ||||||||||
| Non-controlling interests | ||||||||||
| Total equity | ||||||||||
| Total liabilities and shareholders’ equity | ||||||||||
| (*) |
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)
| Note | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
For
the six months ended | For
the three months ended | |||||||||||||||||
| Note | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Revenues | ||||||||||||||||||
| Costs and Expenses: | ||||||||||||||||||
| Traffic-acquisition and related costs | ||||||||||||||||||
| Research and development | ||||||||||||||||||
| Selling and marketing | ||||||||||||||||||
| General and administrative | ||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||
| Goodwill impairment | 5B | |||||||||||||||||
| Other expenses (income), net | 1D,4 | ( | ) | ( | ) | |||||||||||||
| Operating loss | ||||||||||||||||||
| Financial expenses, net | 11 | |||||||||||||||||
| Loss before income taxes | ||||||||||||||||||
| Income tax benefit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss | ||||||||||||||||||
| Less: net loss attributable to non-controlling interests | ||||||||||||||||||
| Net loss attributable to shareholders of Viewbix Inc. | ||||||||||||||||||
| Net loss per share – Basic and diluted attributed to shareholders: | ||||||||||||||||||
| Weighted average number of shares – Basic and diluted | (*) | (*) | ||||||||||||||||
| (*) |
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)
| Number | Amount | capital | Deficit | Shareholders | Interests | Equity | ||||||||||||||||||||||
| 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 | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Shares issued in connection with the Reverse Stock Split (see note 10.D) | -(** | ) | - | - | - | - | - | |||||||||||||||||||||
| Issuance of shares in connection with acquisition of a subsidiary (see note 6) | -(** | ) | - | - | ||||||||||||||||||||||||
| Issuance of shares and warrants in connection with conversion of loans (see notes 7.E, 7.F, 7.G) | -(** | ) | - | - | ||||||||||||||||||||||||
| Exercise of warrants (see note 10.C) | - | - | ||||||||||||||||||||||||||
| Redeem of loan to parent company (see note 3) | - | - | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||
| Share-based compensation | -(** | ) | - | |||||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ||||||||||||||||||||||||||
| 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 April 1, 2025 | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Issuance of shares and warrants in connection with conversion of loans (see notes 7.E, 7.F, 7.G) | -(** | ) | - | - | ||||||||||||||||||||||||
| Exercise of warrants (see note 10.C) | - | - | ||||||||||||||||||||||||||
| Redeem of loan to parent company (see note 3) | - | - | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||
| Share-based compensation | -(** | ) | - | - | ||||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ||||||||||||||||||||||||||
| (*) |
| (**) |
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 | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Share-based compensation | - | - | - | |||||||||||||||||||||||||
| Issuance of shares and warrants in connection with issuance of convertible loans (see note 7.E) | -(** | ) | - | - | ||||||||||||||||||||||||
| Receipts on account of shares and warrants (see note 10.B) | - | - | - | - | ||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ) | ||||||||||||||||||||||||||
| 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 April 1, 2024 | ( | ) | ||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Share-based compensation | - | - | - | |||||||||||||||||||||||||
| Issuance of shares and warrants in connection with issuance of debt and convertible debt (see note 7.E) | -(** | ) | - | - | ||||||||||||||||||||||||
| Receipts on account of shares and warrants (see note 10.B) | - | - | - | - | ||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ) | ||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||
| (*) |
| (**) |
The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.
| -8- |
VIEWBIX INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
U.S. dollars in thousands (except share data)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
For the six months ended June 30, | For the three months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cash flows from Operating Activities | ||||||||||||||||
| Net loss | ||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Share-based compensation | ||||||||||||||||
| Deferred taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Accrued interest, net | ( | ) | ||||||||||||||
| Interest income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization of loan discounts | ||||||||||||||||
| Change in the fair value of financial assets at fair value through profit or loss (see note 8) | - | - | ||||||||||||||
| Amortization of deferred debt issuance costs (see notes 7.E. 7.F, 7.G) | ||||||||||||||||
| Goodwill Impairment (see note 5) | ||||||||||||||||
| Equity based debt issuance costs (see note 7.E) | - | - | ||||||||||||||
| Loss from substantial debt terms modification (see note 7.D) | - | - | ||||||||||||||
| Loss on sale and disposal of property and equipment | - | - | ||||||||||||||
| Loss from termination of lease agreement | - | - | ||||||||||||||
| Changes in assets and liabilities items: | ||||||||||||||||
| Decrease (increase) in accounts receivable | ( | ) | ||||||||||||||
| Decrease (increase) in other current assets | ( | ) | ||||||||||||||
| Increase in operating lease right-of-use asset | - | - | - | ( | ) | |||||||||||
| Increase (decrease) in accounts payable | ( | ) | ( | ) | ||||||||||||
| Decrease (increase) in other payables | ( | ) | ||||||||||||||
| Decrease in operating lease liabilities | - | - | ||||||||||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||||||||||
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) (Cont.)
U.S. dollars in thousands (except share data)
For the six months ended June 30, | For the three months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cash flows from Investing Activities | ||||||||||||||||
| Net cash from acquisition of a subsidiary (see appendix A) | - | - | - | |||||||||||||
| Net cash provided by investing activities | - | - | - | |||||||||||||
| Cash flows from Financing Activities | ||||||||||||||||
| Receipt of short-term convertible loans | ||||||||||||||||
| Receipt of short-term bank loans | ||||||||||||||||
| Repayment of short-term bank loans | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Repayment of long-term bank loans | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Increase in loan to parent company (see note 3) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Receipts on account of shares and warrants (see note 10.B) | - | - | ||||||||||||||
| Proceeds from exercise of warrants | - | - | ||||||||||||||
| Net cash provided by (used in) financing activities | ( | ) | ( | ) | ||||||||||||
| Increase (decrease) in cash and cash equivalents and restricted cash | ( | ) | ( | ) | ||||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | ||||||||||||||||
| Cash and cash equivalents and restricted cash at end of period | ||||||||||||||||
| Supplemental Disclosure of Cash Flow Activities: | ||||||||||||||||
| Cash paid during the period | ||||||||||||||||
| Taxes paid | ||||||||||||||||
| Interest paid | ||||||||||||||||
| Total Cash paid during the period | ||||||||||||||||
| Substantial non-cash activities: | ||||||||||||||||
| Deemed extinguishment and re-issuance of debt (see note 7.D) | - | - | ||||||||||||||
| Termination of operating lease agreement (see note 4) | - | - | ||||||||||||||
| Redeem of loan to parent company | - | - | ||||||||||||||
| Conversion of loans into shares and warrants | - | - | ||||||||||||||
Appendix A:
As of March 24, 2025 | ||||
| Consolidation of Metagramm (see note 6): | ||||
| Other current assets | ||||
| Property and equipment | ||||
| Goodwill | ||||
| Technology, net of deferred taxes | ||||
| Customer Relations, net of deferred taxes | ||||
| Earn-out liability | ( | ) | ||
| Consideration paid in Company’s shares | ( | ) | ||
| Balance as of March 24, 2025 | ( | ) | ||
The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.
| -10- |
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
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 $
| -11- |
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.
| -12- |
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 “Iron Swords” War on Israel
In October 2023, Israel was attacked by a terrorist organization and entered a state of war on several fronts (the “War”). In June 2025, following continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike targeting military and nuclear infrastructure inside Iran, aiming to disrupt Iran’s ability to coordinate or escalate hostilities and degrade its nuclear capabilities. Iran responded with multiple waves of drones and ballistic missiles targeting Israeli cities. While most were intercepted, some caused civilian casualties and infrastructure damage. The Israeli military conducted further operations against Iranian assets. After 12 days of hostilities, a ceasefire between Israel and Iran was reached in June 2025. However, the situation remains volatile, and the risk of broader regional escalation involving additional actors persists.
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.
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 of the date of these financial statements the War is still on going. Therefore, there is no assurance that future developments of the War will not have any impact for reasons beyond the Company’s control, such as expansion of the War to additional regions. The Company has business continuity procedures in place, and will continue to follow developments, assessing potential impact, if any, on the Company’s business, financials, and operations.
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 $
| -13- |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
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. On July 22, 2025, Gix Media paid the full amount of the debts owed to the Service Providers and as a result the Petition was dismissed (see note 13.A).
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 2025, aggregate gross proceeds of $
H. Going Concern
From
the second half of 2023 through June 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 six months ended June 30, 2025, the Company recorded an operating loss of
$
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.
| -14- |
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.)
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,
on June 5, 2025, pursuant to the consummation of the Uplist (as described in note 1.G above) the Company received during June 2025,
aggregate gross proceeds of $
Subsequent
to the balance sheet date, the Company raised additional funds, significantly increasing its cash balance, as follows: (1) in July 2025,
the Company received aggregate proceeds of $
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.
| -15- |
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.
| -16- |
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.
| -17- |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 3: LOAN TO PARENT COMPANY
SCHEDULE OF LOAN TO PARENT COMPANY
As of June 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 six months ended June 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 $
| -18- |
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:
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS
| Internal-use Software | Customer Relations | Technology | Goodwill | Total | ||||||||||||||||
| Cost: | ||||||||||||||||||||
| Balance as of January 1, 2025 | ||||||||||||||||||||
| Consolidation of Metagramm (see note 6) | - | |||||||||||||||||||
| Impairment of goodwill | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance as of June 30, 2025 | ||||||||||||||||||||
| Accumulated amortization: | ||||||||||||||||||||
| Balance as of January 1, 2025 | - | |||||||||||||||||||
| Amortization recognized during the period | - | |||||||||||||||||||
| Balance as of June 30, 2025 | - | |||||||||||||||||||
| Amortized cost: | ||||||||||||||||||||
| As of June 30, 2025 | - | |||||||||||||||||||
| Internal-use Software | Customer Relations | Technology | Goodwill | Total | ||||||||||||||||
| Cost: | ||||||||||||||||||||
| Balance as of January 1, 2024 | ||||||||||||||||||||
| Cost, beginning balance | ||||||||||||||||||||
| Impairment of goodwill | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance as of December 31, 2024 | ||||||||||||||||||||
| Cost, ending balance | ||||||||||||||||||||
| Accumulated amortization: | ||||||||||||||||||||
| Balance as of January 1, 2024 | - | |||||||||||||||||||
| Accumulated amortization, beginning balance | - | |||||||||||||||||||
| Amortization recognized during the year | - | |||||||||||||||||||
| Balance as of December 31, 2024 | - | |||||||||||||||||||
| Accumulated amortization, ending balance | - | |||||||||||||||||||
| Amortized cost: | ||||||||||||||||||||
| As of December 31, 2024 | ||||||||||||||||||||
| Amortized cost | ||||||||||||||||||||
B. Impairment of goodwill:
As
of June 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 fair value was estimated using
the income approach, which is based on the present value of the future cash flows attributable to the reporting unit. The Company compared
the fair value of the reporting unit to its carrying amount. As the carrying amount exceeded the fair value, the Company recognized an
impairment loss of $
| -19- |
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
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:
SCHEDULE OF FAIR VALUE OF 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.
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
| -20- |
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:
SCHEDULE OF COMPOSITION OF BALANCE OF GROUP’S LOANS
| Interest rate | As of June 30, 2025 | As of December 31, 2024 | ||||||||||
| Short-term bank loans – Gix Media | % | |||||||||||
| Short-term bank loan – Gix Media | % | - | ||||||||||
| Short-term bank loan – Cortex | % | |||||||||||
| Short-term bank loan | % | |||||||||||
| 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 | % | |||||||||||
| 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 | % | - | ||||||||||
| Short-term convertible loan | % | - | ||||||||||
| Bank Loan | ||||||||||||
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). |
| -21- |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 7: 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 notes 1.C and 7.A) 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 $
| -22- |
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:
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 $
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 $
As
of June 30, 2025, Gix Media has drawn $
On
July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement, according to which, inter alia: (i)
the Deposit Date will be extended until October 1, 2025 (ii) Gix Media agreed to repay $
| -23- |
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 Cortex’s Loan Agreement, pursuant to which: (i) the
credit line of $
As
of June 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 $
| -24- |
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)
| -25- |
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 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 cut-off date. The facility loan was initially recorded at its 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 $
In
addition, immediately following the Uplist Date, $
During
June 2025, out of
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 $
| -26- |
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.)
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)
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 cut-off date.
In
connection with the First July 2024 Facility Agreement, the Company received a loan of $
As
of December 31, 2024, the Company incurred deferred debt issuance costs of $
On
the Uplist Date, the Company drew $
In
addition, immediately following the Uplist Date, $
During
June 2025, all
| -27- |
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
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 Agreement 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
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 cut-off date.
In
connection with the Second July 2024 Facility Agreement, the Company received a loan of $
As
of December 31, 2024, the Company incurred deferred debt issuance costs of $
On
the Uplist Date, the Company drew $
In
addition, immediately following the Uplist Date, $
During
June 2025, all
| -28- |
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 cut-off date.
The
fair value of the financial instruments as of December 31, 2024, was calculated using the following unobservable inputs: share price:
$
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:
SCHEDULE OF FINANCIAL INSTRUMENTS
Embedded derivatives | ||||
| Balance as of January 1, 2025 | ||||
| Net changes at fair value recognized through profit or loss | ||||
| Embedded derivatives converted to equity | ( | ) | ||
| Embedded derivatives recorded in connection with the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement | ||||
| Balance as of June 30, 2025 | - | |||
Embedded derivatives | ||||
| Balance as of January 1, 2024 | - | |||
| Embedded derivatives, Balance | - | |||
| Embedded derivatives recorded in connection with the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement | ||||
| Net changes at fair value recognized through profit or loss | ( | ) | ||
| Balance as of December 31, 2024 | ||||
| Embedded derivatives, Balance | ||||
| -29- |
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 Bank; (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.
Gix
Media’s restricted deposits in the amount of $
| -30- |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
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
On
July 4, 2024, as part of the First July 2024 Facility Agreement, the Company issued to the First July 2024 Lender
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.F). In consideration with the Consultants’ services, the Company issued 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
On
March 24, 2025, the Company entered into a the 2025 SEA with Metagramm and all of the shareholders of Metagramm, pursuant to which
the Company issued to Metagramm’s shareholders
On
June 5, 2025, as part of June 2024 Facility Agreement, $
On
June 5, 2025, as part of the First July 2024 Facility Agreement, $
| -31- |
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
June 5, 2025, as part of the Second July 2024 Facility Agreement, $
B. 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 “Private Placement”) of units consisting of (i)
The
aggregate gross proceeds received by the Company from the Private Placement were $
Upon
the closing of the Private Placement, the Company agreed to pay the Lead Investor: (1) $
In
July 2024, the Company issued
Following
the Uplist Date, out of
| -32- |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 10: SHAREHOLDERS’ EQUITY (Cont.)
C. Warrants:
The following table summarizes information of outstanding warrants as of June 30, 2025:
SCHEDULE OF OUTSTANDING WARRANTS
| 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) | ||||||||||||||
| PIPE Warrants (see note 10.B) | ||||||||||||||
The following table summarizes the activity in outstanding warrants during the six-months period ended June 30, 2025:
SUMMARY OF ACTIVITY IN OUTSTANDING WARRANTS
| Warrants outstanding as of January 1, 2025 | Warrants granted upon loans conversion | Warrants Exercised | Warrants outstanding as of June 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) | ( | ) | - | |||||||||||||
| PIPE Warrants (see note 10.B) | - | ( | ) | |||||||||||||
| -33- |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 10: SHAREHOLDERS’ EQUITY (Cont.)
D. 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.
E. 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)
| -34- |
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.)
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.
On
July 20, 2023, the Company granted
On
July 1, 2023, upon the vesting of the First Tranche, the Company issued
| -35- |
VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 11: FINANCIAL EXPENSES, NET
SCHEDULE OF FINANCIAL EXPENSE, NET
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
For the six months ended June 30, | For the three months ended June 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 | ||||||||||||||||
| Other | ( | ) | ||||||||||||||
| Financial expenses, net | ||||||||||||||||
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.
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 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 June 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.
| -36- |
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:
SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS
| For the six months ended June 30, 2025 | ||||||||||||||||
Search segment | Digital content segment | Adjustments and eliminations (See below) | Total | |||||||||||||
| Revenues from external customers | ||||||||||||||||
| Traffic-acquisition and related costs | - | |||||||||||||||
| Research and development expenses | - | |||||||||||||||
| Sales and marketing expenses | - | |||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Depreciation and amortization | - | - | ||||||||||||||
| Goodwill impairment | - | - | ||||||||||||||
| Other expenses, net | - | - | ||||||||||||||
| Segment operating income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Financial income (expenses), net | ( | ) | ( | )(*) | ( | ) | ||||||||||
| Segment income (loss), before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| For the six months ended June 30, 2024 | ||||||||||||||||
Search segment | Digital content segment | Adjustments and eliminations (See below) | Total | |||||||||||||
| Revenues from external customers | - | |||||||||||||||
| 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 | ( | ) | ( | ) | ( | ) | ||||||||||
| -37- |
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 June 30, 2025 | ||||||||||||||||
Search segment | Digital content segment | Adjustments and eliminations (See below) | Total | |||||||||||||
| Revenues from external customers | ||||||||||||||||
| Traffic-acquisition and related costs | - | |||||||||||||||
| Research and development expenses | - | |||||||||||||||
| Sales and marketing expenses | - | |||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Depreciation and amortization | - | - | ||||||||||||||
| Goodwill Impairment | - | - | ||||||||||||||
| Other expenses, net | - | - | ||||||||||||||
| Segment operating income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Financial income (expenses), net | ( | ) | ( | )(*) | ( | ) | ||||||||||
| Segment income (loss), before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| For the three months ended June 30, 2024 | ||||||||||||||||
Search segment | Digital content segment | Adjustments and eliminations (See below) | Total | |||||||||||||
| Revenues from external customers | - | |||||||||||||||
| 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 | ( | ) | ( | ) | ||||||||||||
| (*) | ||
| (**) |
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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:
SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS
For the six months ended June 30, 2025 | For the three months ended June 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 (****) | ( | ) | ( | ) | ||||
| Goodwill Impairment | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
For the six months ended June 30, 2024 | For the three months ended June 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 note 7.A, 7.B and 7.D). |
| (***) | ||
| (****) |
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VIEWBIX INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands (except share data)
NOTE 13: SUBSEQUENT EVENTS
| A. | On
July 16, 2025, the Court approved a settlement agreement entered into between Gix Media
and 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 $ |
| B. | 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 $ |
| C. | During
July 2025, |
| D. | 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 |
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.
| E. | 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 |
| F. | On August 5, 2025, the
Company filed a shelf registration statement on Form S-3 (the “S-3”) with the Securities and Exchange Commission (the
“SEC”) for the registration under the Securities Act of 1933, as amended, of such indeterminate number of shares of
common stock, shares of preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, and
units in one or more offerings for an aggregate initial offering price of up to $ |
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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 June 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;
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● 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 Cortex and 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.
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 subsidiaries, Gix Media Ltd. (“Gix Media”) and Cortex Media Group Ltd. (“Cortex”), expanded its digital advertising operations across two main sectors: ad search and digital content (the “Search Platform” and the “Content Platform”, respectively). Gix Media and Cortex develop and market a variety of technological software solutions that automate, optimize and monetize online campaigns. Cortex also creates, edits and markets content in various languages to different target audiences in order to generate revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms. These technological tools enable advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their sites.
Through its 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.
Through the Content Platform, the Company provides editing and marketing services of content in different languages and to different target audiences with the goal of generating revenues from advertising employed in such content, which is posted on digital content marketing and advertising platforms. The operations and activity on this platform are powered by Cortex.
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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).
Content Platform
Cortex’s Content Platform produces 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 (“Third Party Platforms”). In order to advertise its content on Third Party Platforms, Cortex purchases ad spaces (media) on the Third Party Platforms. Cortex developed capabilities that enable it and its customers to profit from the original content which it publishes by advertising the content on Third Party Platforms.
Cortex’s previously focused its Content Platform on publishing content written by creative writers and editors which it employs, which is then displayed on several different content websites owned by Cortex, covering various subjects including culture, history, trips, pets, entertainment and leisure, food, etc. (the “Cortex Websites”). Readers are exposed to the articles on the Third-Party Platforms and may choose to read them by clicking an ad, after which readers are directed automatically to the Cortex Websites where the content is posted.
In response to the MFA changes and in order to minimize the Cortex Adverse Effect (as defined below), Cortex expanded its revenue strategy through the development of a new business model, which directs searches through content to Google’s search platform called “related search for content” (“RSOC”), which is the current primary focus of its Content Platform. The process of directing the search to Google is enabled by Cortex’s algorithm and begins with the purchase of targeted advertisements (media) on Third Party Platforms (such as Facebook, Outbrain, Taboola) with the aim of engaging users in specific categories (such as health, insurance, cars, etc.). After users click on the advertisements, they are directed to the additional content on the Cortex Websites related to those advertisements, which include selected search terms. Clicking on these terms leads to Google’s search results page. Google, in turn, displays ads from its clients, who are various advertisers. For searches directed by Cortex to Google, a payment is made by Google, which constitutes part of the amount Google receives from the advertisers. Cortex’s capabilities in digital content creation and campaign management enable the direct cooperation with Google on the RSOC platform.
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Recent Developments
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.
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.
Nasdaq Uplisting
On June 4, 2025, the Company issued a press release announcing that its shares of common stock, par value $0.0001 per share were approved for listing on The Nasdaq Capital Market. The Company’s shares of common stock began trading under the symbol “VBIX” on the Nasdaq Capital Market on June 5, 2025. The Company’s shares of common stock 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.
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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.
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 Acquisition on October 13, 2021 (the “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.
Securities Exchange Agreement
On March 24, 2025, the Company entered into a securities exchange agreement (the “Metagramm Agreement”) with Metagramm Software Ltd., an Israeli company (“Metagramm”), and all of the shareholders of Metagramm (the “Metagramm Shareholders”), pursuant to which the Company issued to the Metagramm Shareholders an aggregate of 19.99% of its issued and outstanding capital stock on a post-closing, pro rata basis, equal to 1,323,000 shares of the Company’s common stock, in exchange for 100% of Metagramm’s issued and outstanding share capital, equal to 718,520 ordinary shares of Metagramm (the “Metagramm Acquisition”). The Metagramm Acquisition was completed on March 24, 2025, resulting in Metagramm becoming a wholly-owned subsidiary of the Company.
The Company also agreed to pay the Metagramm Shareholders cash earn-out payments of up to $2.0 million in the aggregate on a pro rata basis, contingent upon the achievement of certain financing and revenue milestones during the three-year period following the closing date of the Metagramm Acquisition.
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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.
Amendment to Certificate of Incorporation
On July 15, 2024, the Company filed an Amendment to its Certificate of Incorporation (the “Amendment”) to effect a 1-for-4 Reverse Stock Split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Amendment became effective upon filing, and the Reverse Stock Split became effective at market open on March 14, 2025, following the process and announcement by FINRA. As a result, the Reverse Stock Split, every four (4) outstanding shares of the Company’s Common Stock were converted into one (1) share of the Company’s Common Stock. The Reverse Stock Split did not change the par value of the Common Stock or the number of authorized shares of Common Stock, which is 490,000,000 shares of Common Stock. Consequently, the number of shares of the Company’s Common Stock that may be purchased upon the exercise of outstanding warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion prices for these securities, have been ratably adjusted in accordance with their terms. All descriptions of our capital stock, including share amounts and per share amounts in this Quarterly Report, are presented after giving effect to the Reverse Stock Split.
Cortex Adverse Effect
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”). Upon receipt of this update, the Company’s board of directors convened a meeting to discuss the implications on the Company as well as potential measures to assist Cortex in mitigating any future economic harm to Cortex and the Company, including (inter alia), assisting with reducing operating expenses, helping identify new revenues sources for Cortex, participating in any negotiations with Cortex’s and Gix Media’s bank regarding the terms of its outstanding loans and business plans in an effort to provide additional liquidity and ensure continued compliance with Cortex’s and Gix Media’s obligations towards the bank, and assisting with fundraising prospects in debt or equity capital in order to help enable Cortex’s and Gix Media’s continued business and operations.
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.
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Results of Operations
Results of Operations During the Three Months Ended June 30, 2025 as Compared to the Three Months Ended June 30, 2024
Our revenues were $2,281 thousand for the three months ended June 30, 2025, compared to $7,333 thousand during the same period in the prior year.
Our revenues from Cortex’s Content Platform were $1,911 thousand for the three months ended June 30, 2025, a decrease of $4,307 as compared to $6,218 thousand during the same period in the prior year. The reasons for the decrease during the three months ended June 30, 2025 are due to the Cortex Adverse Effect.
Our revenues from Gix Media’s Search Platform were $354 thousand for the three months ended June 30, 2025, a decrease of $761 as compared to $1,115 thousand during the same period in the prior year. The reasons for the decrease during the three months ended June 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 $1,880 thousand for the three months ended June 30, 2025, a decrease of $3,974 compared to $5,854 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2025, is due to the decrease in revenues from both the Content and Search Platforms during the three months ended June 30, 2025 as mentioned above.
Our research and development expenses were $125 thousand for the three months ended June 30, 2025, as compared to $532 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2025, is due to the expense reduction in both the Content and Search Platforms during the three months ended June 30, 2025, as compared to the same period in the prior year.
Our selling and marketing expenses decreased to $190 thousand for the three months ended June 30, 2025, as compared to $453 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2025, is due to the expense reduction primarily in salaries in both the Content and Search Platforms during the three months ended June 30, 2025, as compared to the same period in the prior year.
Our general and administrative expenses were $576 thousand for the three months ended June 30, 2025, as compared to $646 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2025, is due to the expense reduction primarily in salaries and professional services in both the Content and Search Platforms during the three months ended June 30, 2025, as compared to the same period in the prior year.
Our depreciation and amortization expenses for the three months ended June 30, 2025, were $781 thousand as compared to $821 thousand during the same period in the prior year.
A goodwill impairment loss of $3,150 thousand was recorded during the three months ended June 30, 2025, compared to $4,739 during the three months ended June 30, 2024. Both goodwill impairment losses recognized during the three months ended June 30, 2025 and June 30,2024, were related to the Content Platform (see also note 5.B to our interim condensed consolidated financial statements ended June 30, 2025).
Our other expenses for the three months ended June 30, 2025, were $500 thousand, compared to $233 thousand other income during the three months ended June 30, 2024. The other expenses during the three months ended June 30, 2025, were primarily related to the uplisting of our shares of common stock to the Nasdaq Capital Market, which was effected in June 2025 (the “Uplist”), whereas the other income during the three mounts ended June 30, 2024, mainly attributable to governmental grants received by Gix Media and Cortex from the Israel Tax Authority in connection with the “Iron Swords” war.
Our net financial expenses were $7,622 thousand for the three months ended June 30, 2025, compared to $2,744 thousand net financial expenses during the same period in the prior year. The reason for the increase during the three months ended June 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 June 30, 2025).
Our income tax benefit was $125 thousand for the three months ended June 30, 2025, as compared to $24 thousand during the same period in the prior year.
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Results of Operations During the Six Months Ended June 30, 2025 as Compared to the Six Months Ended June 30, 2024
Our revenues were $5,014 thousand for the six months ended June 30, 2025, compared to $17,335 thousand during the same period in the prior year.
Our revenues from Cortex’s Content Platform were $4,115 thousand for the six months ended June 30, 2025, a decrease of $9,633 as compared to $13,748 thousand during the same period in the prior year. The reasons for the decrease during the three months ended June 30, 2025 are due to the Cortex Adverse Effect.
Our revenues from Gix Media’s Search Platform were $883 thousand for the six months ended June 30, 2025, a decrease of $2,704 thousand as compared to $3,587 thousand during the same period in the prior year. The reasons for the decrease during the Six months ended June 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 $4,203 thousand for the six months ended June 30, 2025, a decrease of $9,866 compared to $14,069 thousand during the same period in the prior year. The reason for the decrease in the six months ended June 30, 2025, is due to the decrease in revenues from both the Content and Search Platforms during the six months ended June 30, 2025, as mentioned above.
Our research and development expenses were $272 thousand for the six months ended June 30, 2025, compared to $1,262 thousand during the same period in the prior year. The reason for the decrease in the six months ended June 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 $406 thousand for the six months ended June 30, 2025, which is a decrease of $705 thousand as compared to $1,111 thousand during the same period in the prior year. The reason for the decrease in the six months ended June 30, 2025, is due to the expense reduction primarily in salaries both the Content and Search Platforms during the six months ended June 30, 2025, as compared to the same period in the prior year.
Our general and administrative expenses were $829 thousand for the six months ended June 30, 2025, as compared to $1,302 thousand during the same period in the prior year. The reason for the decrease in the six months ended June 30, 2025, is due to the expense reduction primarily in salaries and professional services in both the Content and Search Platforms during the six months ended June 30, 2025, as compared to the same period in the prior year.
Our depreciation and amortization expenses for the six months ended June 30, 2025, were $1,500 thousand as compared to $1,555 thousand during the same period in the prior year.
A goodwill impairment loss of $3,150 thousand was recorded during the six months ended June 30, 2025, compared to $4,739 during the six months ended June 30, 2024. Both goodwill impairment losses recognized during the six months ended June 30, 2025, and June 30, 2024 were related to the Content Platform (see also note 5.B to our interim condensed consolidated financial statements ended June 30, 2025).
Our other expenses were $544 thousand for the six months ended June 30, 2025, compared to $213 thousand other income during the six months ended June 30, 2024. The other expenses during the six months ended June 30, 2025, were primarily related to the Uplist, whereas the other income during the six months ended June 30, 2024, mainly attributable to governmental grants received by Gix Media and Cortex from the Israel Tax Authority in connection with the “Iron Swords” war.
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Our net financial expenses were $10,525 thousand for the six months ended June 30, 2025, compared to $2,907 thousand during the same period in the prior year. The reason for the increase during the six months ended June 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 June 30, 2025).
Our income tax benefit was $153 thousand for the six months ended June 30, 2025, as compared to $23 thousand during the same period in the prior year.
Liquidity and Capital Resources
As of June 30, 2025, we had current assets of $4,143 thousand, consisting of $1,988 thousand in cash and cash equivalents, $173 thousand restricted deposits, $1,049 thousand in accounts receivable and $933 thousand in other current assets.
As of June 30, 2025, we had non-current assets of $15,957 thousand, consisting of $38 thousand in deferred taxes, $108 thousand in property and equipment net, $9,257 thousand in intangible assets net and $6,554 thousand in goodwill.
As of June 30, 2025, 2025, we had $12,657 thousand in current liabilities consisting of $5,531 thousand in accounts payable, $874 thousand in other payables and $5,385 thousand in short term loans and current maturities of long-term loans, and $867 thousand in short-term convertible loans.
As of June 30, 2025, we had $2,117 thousand in non-current liabilities consisting of $1,107 thousand in deferred taxes 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 $8,514 thousand and $5,177 thousand as of June 30, 2025, and December 31, 2024, respectively.
During the three months ended June 30, 2025, we had a negative cash flow from operating activities of $427 thousand as compared to a positive cash flow from operations of $1,349 thousand during the same period in the prior year. The decrease in the three months ended June 30, 2025 is mainly due to an increase in the Company’s operating loss and decrease in changes in operating asset and liability items.
During the six months ended June 30, 2025, we had a negative cash flow from operating activities of $836 thousand as compared to a positive cash flow from operations of $1,456 thousand during the same period in the prior year. The decrease in the six months ended June 30, 2025 is mainly due to an increase in the Company’s operating loss and decrease in changes in operating asset and liability items.
During the three months ended June 30, 2025 and June 30, 2024, we had $0 in cash flow from investment activities in each of the periods.
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During the six months ended June 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 June 30, 2025, we had $2,348 thousand positive cash flow from financing activities as compared to $2,068 thousand negative cash flow from financing activities during the same period in the prior year. The increase in the three months ended June 30, 2025, was primarily attributable to proceeds of $1,820 thousand from the exercise of warrants in connection with facility agreements and a private placement, $630 thousand from short-term convertible loans received under facility agreements and lower net repayments of bank loans, which totaled $92 thousand compared to $2,638 thousand in the same period of the prior year.
During the six months ended June 30, 2025, we had $2,303 thousand positive cash flow from financing activities as compared to $2,728 thousand negative cash flow from financing activities during the same period in the prior year. The increase in the six months ended June 30, 2025, was primarily attributable to proceeds of $1,820 thousand from the exercise of warrants in connection with facility agreements and a private placement, $630 thousand from short-term convertible loans received under facility agreements, lower net repayments of bank loans, which totaled $143 thousand compared to $3,281 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 June 30, 2025, the Company has also provided several liens under Financing Agreement with Leumi in connection with the Cortex Acquisition, 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.
According to the Financing Agreement, Gix Media undertook to meet financial covenants over the life of the loans, including positive EBITDA. As of June 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 Content and Search Platforms, 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. 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 June 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 June 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 June 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.
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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 June 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 June 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.
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.
Following the October 7th attacks by Hamas terrorists in Israel’s southern border, Israel declared war against Hamas and since then, Israel has been involved in military conflicts with Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies like the Houthi movement in Yemen and armed groups in Iraq and other terrorist organizations. Additionally, following the fall of the Assad regime in Syria, Israel has conducted limited military operations targeting the Syrian army, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups. Although certain ceasefire agreements have been reached, and some Iranian proxies have declared a halt to their attacks, there is no assurance that these agreements will be upheld, military activity and hostilities continue to exist at varying levels of intensity, and the situation remains volatile, with the potential for escalation into a broader regional conflict involving additional terrorist organizations and possibly other countries. 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. The Israeli military conducted additional operations against Iranian assets. 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.
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While our facilities have not been damaged during the current war, the hostilities with Hamas, Hezbollah, Iran and its proxies and others have caused and may continue to cause 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).
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.
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.
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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.
ITEM 5. OTHER INFORMATION
During
the quarter ended June 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.
Exhibit Number |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Viewbix Inc. (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed with the SEC on September 6, 2022) | |
| 3.2 | Amended and Restated Bylaws of Viewbix Inc. (incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8-K, filed with the SEC on September 20, 2022) | |
| 3.3 | Certificate of Amendment to Certificate of Incorporation filed July 15, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed with the SEC on July 19, 2024) | |
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 32.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2** | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.INS* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
| * | 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: August 19, 2025 | (Principal Executive Officer) | |
| By: | /s/ Shahar Marom | |
| Name: | Shahar Marom | |
| Title: | Chief Financial Officer | |
| Date: August 19, 2025 | (Principal Financial Officer) |
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FAQ
What was VBIX's net loss for the six months ended June 30, 2025?
How much cash and bank loans did VBIX have as of June 30, 2025?
Did VBIX complete any acquisitions in this period?
Were there significant goodwill or impairment charges in the filing?
What financing or covenant developments are noted for VBIX?
