What changed in this filing

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Item 1. Financial Statements

2020-11-09 compared with 2020-08-12 · 320 added, 345 removed, 384 unchanged (63% of the section changed)

2 unchanged sentences

STATEMENTS (UNAUDITED)

Condensed Consolidated Balance Sheets As Of June 30, 2020 (Unaudited) and December 31, 2019

Condensed Consolidated Statements of Comprehensive Loss for the Six and Three Months ended June 30, 2020 and 2019 (Unaudited)

Condensed Consolidated Balance Sheets As Of September 30, 2020 (Unaudited) and December 31, 2019

Condensed Consolidated Statements of Comprehensive Loss for the Nine and Three Months ended September 30, 2020 and 2019 (Unaudited)

Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’

Deficit for the Six and Three Months Ended June 30, 2020 and 2019 (Unaudited)

Condensed Consolidated Statements of Cash Flows for Six and Three Months Ended June 30, 2020 and 2019 (Unaudited)

Deficit for the Nine and Three Months Ended September 30, 2020 and 2019 (Unaudited)

Condensed Consolidated Statements of Cash Flows for Nine and Three Months Ended September 30, 2020 and 2019 (Unaudited)

Notes to Condensed Consolidated Financial Statements

5 unchanged sentences

Restricted cash

Trade receivables

Prepaid expenses

21 unchanged sentences

31,201,669 shares as of December 31, 2019;

and June 30, 2020

and September 30, 2020

Additional paid-in capital

6 unchanged sentences

dollars in thousands (except share data)

For the six months

ended June 30

For the nine months

ended September 30

For the three months

ended June 30

ended September 30

Cost of revenues

9 unchanged sentences

Loss per share - basic and diluted

Weighted average number of ordinary shares outstanding used in the computations of loss per share (in thousands) (*)

The number of shares prior to the reverse recapitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.

Refer to Note 1 for further information.

Weighted average number of ordinary shares outstanding used in the computations of loss per share

accompanying notes are an integral part of these condensed consolidated financial statements.

8 unchanged sentences

Net loss for the period

Balance as of June 30, 2020

Balance as of September 30, 2020

Ordinary shares

1 unchanged sentence

Total shareholders’

Balance as of April 1, 2020

Net loss for the period

Balance as of June 30, 2020

Preferred A-1

Preferred A-2

Preferred C-1

Preferred C-2

Total temporary

Ordinary shares

Additional paid-in

Total shareholders’

Balance as of January 1, 2019

Net loss for the period

Balance as of March 31, 2019

Net loss for the period

Balance as of June 30,

2019 (unaudited)

(*) Representing an amount less than $

The number of shares prior to the reverse recapitalization have been retroactively adjusted based on the equivalent number

of shares received by the accounting acquirer in the Recapitalization Transaction.

Balance as of September 30, 2020

shareholders’

as of January 1, 2019

loss for the period

as of March 31, 2019

loss for the period

as of June 30, 2019 (unaudited)

of reverse recapitalization

loss for the period

as of September 30, 2019 (unaudited

an amount less than $ 1.

number of shares prior to the reverse recapitalization have been retroactively adjusted based on the equivalent number of

shares received by the accounting acquirer in the Recapitalization Transaction.

Refer to Note 1 for further information.

3 unchanged sentences

dollars in thousands (except share data)

For the six months

ended June 30

For the nine months

ended September 30

For the three months

ended June 30

ended September 30

Cash flows from operating activities

10 unchanged sentences

Cash flows from investing activities

Purchase of property and equipment

Proceeds from sale of property and equipment

Net cash used in investing activities

Cash flows from investing activities

Cash received from sale of a subsidiary

Cash acquired in connection with the reverse recapitalization

Net cash provided by Investing activities

Increase (decrease) in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at the beginning of the year

Cash and cash equivalents and restricted cash at the end of the year

Represents an amount less than $1

Cash and cash equivalents and restricted cash at the beginning of the period

Cash and cash equivalents and restricted cash at the end of the period

accompanying notes are an integral part of these condensed consolidated financial statements.

7 unchanged sentences

Cash received from the sale of a subsidiary

The accompanying notes are an integral part

of these condensed consolidated financial statements.

accompanying notes are an integral part of these condensed consolidated financial statements.

(Formerly known as Virtual Crypto Technologies, Inc.)

1 unchanged sentence

dollars in thousands (except share data)

Organizational

(formerly known as Virtual Crypto Technologies, Inc.) (the “Company””) was incorporated in the State

of Ohio in 1989 under a predecessor name, Zaxis International, Inc.

Organizational Background

(formerly known as Virtual Crypto Technologies, Inc.) (the “Company”) was incorporated in the State of Ohio in 1989 under a predecessor name, Zaxis International, Inc.

(“Zaxis”).

On August 25, 1995, Zaxis merged

with a subsidiary of The InFerGene Company, a Delaware corporation, which entity changed its name to Zaxis International,

On August 25, 1995, Zaxis merged with a subsidiary of The InFerGene Company, a Delaware corporation, which entity changed its name to Zaxis International, Inc.

and the Company was reincorporated in Delaware under the name of Zaxis International, Inc.

On December 30, 2014, Zaxis

entered into an agreement with Emerald Medical Applications Ltd., a private limited liability company organized under the

laws of the State of Israel (“Emerald Israel”).

Medical Applications Ltd.

March 16, 2015, Zaxis and Emerald Israel executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel

became the Company’s wholly-owned subsidiary.

Emerald Israel was engaged in the business of developing Emerald Israel’s

DermaCompare technology and the development, sale and service of imaging solutions utilizing its DermaCompare software for

use in derma imaging and analytics for the detection of skin cancer.

On January 29, 2018, the Company ceased the DermaCompare

operations of its former subsidiary.

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.

Crypto Technologies Ltd.

January 17, 2018, the Company formed a new wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies

(the “VCT Israel”), to develop and market software and hardware products facilitating, allowing and supporting

purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices.

Israel ceased its business operation During the beginning of Q1 2020.

On January 27, 2020, VCT Israel was sold to a third

party for NIS 50 ($14).

The effective closing date of the transaction was February 12, 2020.

The gain from the sale of the

company was $ 8.

Transaction with Gix Internet Ltd.

known as Algomizer Ltd.), or Gix (the “Recapitalization Transaction”)

On June 6, 2020, Algomizer changed its name to

Gix Internet Ltd., or Gix

February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Gix

Internet Ltd .

(TASE:ALMO), a company organized under the laws of the State of Israel (“Gix”), pursuant to which

on July 25, 2019 (the “Closing Date”), Gix assigned, transferred and delivered its 99.83% holdings in Viewbix

(“Viewbix Israel”) to the Company in exchange for shares of restricted common stock of the Company, representing

65% of the issued and outstanding share capital of the Company on a fully diluted basis as of the Closing Date following the

conversion of certain convertible notes of the Company and excluding certain warrants to purchase shares of the Common Stock

expiring in 2020 and additional warrants as further described below (the “Fully Diluted Share Capital”).

upon the earlier of:

(a) the launch of a live video product to an American consumer in the United States by Viewbix Israel,

or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the

Company will issue to Gix an additional 1,642,193 shares of restricted common stock of the Company representing 5% of the

Fully Diluted Share Capital immediately following the Closing Date.

On December 30, 2014, Zaxis entered into an agreement with Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald Israel”).

Emerald Medical Applications Ltd.

On March 16, 2015, Zaxis and Emerald Israel

executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned

Emerald Israel was engaged in the business of developing Emerald Israel’s DermaCompare technology and the development,

sale and service of imaging solutions utilizing its DermaCompare software for use in derma imaging and analytics for the detection

of skin cancer.

On January 29, 2018, the Company ceased the DermaCompare operations of its former subsidiary.

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.

Virtual Crypto Technologies Ltd.

On January 17, 2018, the Company formed a new

wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd.

(the “VCT Israel”),

to develop and market software and hardware products facilitating, allowing and supporting purchase and/or sale of cryptocurrencies

through ATMs, tablets, personal computers (“PCs”) and/or mobile devices.

VCT Israel ceased its business operation

during the beginning of Q1 2020.

On January 27, 2020, VCT Israel was sold to a third party for NIS 50 ($14).

effective closing date of the transaction was February 12, 2020.

The gain from the sale of the company was $ 8.

(Formerly known as Virtual Crypto Technologies, Inc.)

2 unchanged sentences

1 - GENERAL (Cont.)

with Gix Internet Ltd .

(the “Recapitalization Transaction”):

July 24, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State

of Delaware reflecting its name change from Virtual Crypto Technologies, Inc.

Transaction with Gix Internet Ltd.

(formerly known as Algomizer Ltd.), or Gix (the “Recapitalization Transaction”)

On June 6, 2020,

Algomizer changed its name to Gix Internet Ltd., or Gix.

On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Gix Internet Ltd.

(TASE:ALMO), a company organized under the laws of the State of Israel (“Gix”), pursuant to which on July 25, 2019 (the “Closing Date”), Gix assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd.

(“Viewbix Israel”) to the Company in exchange for shares of restricted common stock of the Company, representing 65% of the issued and outstanding share capital of the Company on a fully diluted basis as of the Closing Date following the conversion of certain convertible notes of the Company and excluding certain warrants to purchase shares of the Common Stock expiring in 2020 and additional warrants as further described below (the “Fully Diluted Share Capital”).

In addition, upon the earlier of:

(a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will issue to Gix an additional 1,642,193 shares of restricted common stock of the Company representing 5% of the Fully Diluted Share Capital immediately following the Closing Date.

On July 24, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware reflecting its name change from Virtual Crypto Technologies, Inc.

to Viewbix Inc.

to reflect its new operations

and business focus and, effective on August 7, 2019, FINRA approved the Registrant’s name change and its trading symbol

was changed from “VRCP”

to reflect its new operations and business focus and, effective on August 7, 2019, FINRA approved the Registrant’s name change and its trading symbol was changed from “VRCP”

to “VBIX”

on the OTCQB.

the Closing Date, the Company (i) issued 20,281,085 shares of its common stock to Gix in exchange for consideration consisting

of consideration for its 99.83% holdings in Viewbix Israel, and (ii) 3,434,889 shares of its common stock to holders of convertible

notes, which were issued by the Company prior to the Reverse Recapitalization, and which were converted upon the Closing Date.

On the Closing Date, the Company (i) issued 20,281,085 shares of its common stock to Gix in exchange for consideration consisting of consideration for its 99.83% holdings in Viewbix Israel, and (ii) 3,434,889 shares of its common stock to holders of convertible notes, which were issued by the Company prior to the Reverse Recapitalization, and which were converted upon the Closing Date.

The shares of common stock were issued under Regulation S.

The Company also issued a total of 7,298,636 warrants to Gix to

purchase the Company’s common stock, whereby (i) 3,649,318 of such warrants were issued with an exercise price of $0.48,

and (ii) 3,649,318 of such warrants were issued with an exercise price of $0.80.

The Company also issued a total of 7,298,636 warrants to Gix to purchase the Company’s common stock, whereby (i) 3,649,318 of such warrants were issued with an exercise price of $0.48, and (ii) 3,649,318 of such warrants were issued with an exercise price of $0.80.

(Formerly known as Virtual Crypto Technologies, Inc.)

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

1 - GENERAL (Cont.)

with Gix Internet Ltd.

(formerly known as Algomizer Ltd.), or Gix (the “Recapitalization Transaction”):

a result of the Recapitalization Transaction, Viewbix Israel became a subsidiary of the Company.

16 unchanged sentences

January 1, 2020, the Company announced certain cost reduction measures due the Company not achieving certain revenues goals.

Company has incurred $267 in net loss for the period ended June 30, 2020, has $1,960 stockholders’

deficit as of June

30, 2020 and $1,693 in total stockholders’

deficit as of December 31, 2019 .Management expects the Company to continue

to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current

financial resources and through additional raises of capital.

Company has incurred $311 in net loss for the nine months period ended September 30, 2020, has $2,004 stockholders’

deficit as of September 30, 2020 and $1,693 in total stockholders’

deficit as of December 31, 2019 .Management expects

the Company to continue to generate substantial operating losses and continue to fund its operations primarily through utilization

of its current financial resources and through additional raises of capital.

conditions raise substantial doubts about the Company’s ability to continue as a going concern.

11 unchanged sentences

2 - SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements

include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with accounting principles

generally accepted in the United States of America (“GAAP”).

intercompany accounts and transactions have been eliminated in consolidation.

Interim Financial Information

Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant

to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Certain information and footnote

disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from

this report, as is permitted by such rules and regulations.

Accordingly, these condensed consolidated financial statements

should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2019 and

the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with

the SEC on March 20, 2020 (the “2019 Annual Report”).

The results for any interim period are not necessarily indicative

of results for any future period.

unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain

all adjustments that are necessary to present fairly the Company’s financial position and results of operations for

the interim periods presented .The results for the three and six months ended June 30, 2020 are not necessarily indicative

of the results for the year ending December 31, 2020, or for any future period.

of June 30, 2020, there have been no material changes in the Company’s significant accounting policies from those

that were disclosed in the 2019 Annual Report.

Adopted Accounting Pronouncement

June 2016, the FASB issued ASU 2016-13 “Financial Instruments –

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

All intercompany accounts and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations.

Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2019 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 20, 2020 (the “2019 Annual Report”).

The results for any interim period are not necessarily indicative of results for any future period.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented .The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results for the year ending December 31, 2020, or for any future period.

As of September 30, 2020, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2019 Annual Report.

Recently Adopted Accounting Pronouncement

In June 2016, the FASB issued ASU 2016-13 “Financial

Instruments –

Credit Losses”

1 unchanged sentence

that are not accounted for at fair value through net income.

The ASU replaces the current

incurred loss impairment methodology with a methodology that reflects expected credit

The ASU replaces the current incurred loss impairment methodology

with a methodology that reflects expected credit losses.

The Company adopted this ASU on January 1, 2020.

There was not material impact

on the interim consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Changes

to Disclosure Requirements for Fair Value Measurements,”

which will improve the effectiveness of disclosure requirements

for recurring and nonrecurring fair value measurements.

The standard removes, modifies, and adds certain disclosure requirements

and is effective for the Company beginning on January 1, 2020.

This standard did not have a material effect on the Company’s

interim consolidated financial statements.

3 - OTHER ACCOUNTS RECEIVABLES

Government authorities

There was not material

impact on the interim consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure

Requirements for Fair Value Measurements,”

which will improve the effectiveness of disclosure requirements for recurring

and nonrecurring fair value measurements.

The standard removes, modifies, and adds certain disclosure requirements and is effective

for the Company beginning on January 1, 2020.

This standard did not have a material effect on the Company’s interim consolidated

financial statements.

(Formerly known as Virtual Crypto Technologies, Inc.)

1 unchanged sentence

dollars in thousands (except share data)

3 - OTHER ACCOUNTS RECEIVABLES

Government authorities

4 - PROPERTY AND EQUIPMENT

6 unchanged sentences

Accrued liabilities

(Formerly known as Virtual Crypto Technologies, Inc.)

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

6 - STOCKHOLDERS DEFICT

As of June 30

As of September 30

As of December 31

8 unchanged sentences

have standard anti-dilutive rights, registration rights, and information and representation rights.

(Formerly known as Virtual Crypto Technologies, Inc.)

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

6 - STOCKHOLDERS DEFICT (Cont.)

shares (relating to Viewbix Ltd prior to the Recapitalization Transaction):

9 unchanged sentences

in effect on the date of and immediately prior to the issuance of such new securities, the conversion price shall be reduced.

shares had priority in the distribution of dividends and upon liquidation in accordance with the Company’s Articles of Association

(“AOA”).

These rights may be changed if a meeting of the Company’s stockholders gather up and decides on a change

of regulations in this context.

Preferred shares had priority in the distribution of dividends and upon liquidation in accordance with the Company’s Articles

of Association (“AOA”).

These rights may be changed if a meeting of the Company’s stockholders gather up and

decides on a change of regulations in this context.

preference mechanism for liquidation and the distribution of dividends gave priority to the most recent preferred stockholders.

preferred shares were convertible into 16,199,520 ordinary shares of the Company.

The Company’s AOA do not

provide redemption rights to the holders of the preferred shares.

In the event of a liquidation event, all the funds and assets

of the Company available for distribution among all the stockholders shall be distributed based on a certain mechanism as described

in the Company’s AOA.

Although the preferred shares are not redeemable, in the event of certain “deemed liquidation

events”

that are not solely within the Company’s control (including merger, acquisition, or sale of all or substantially

all of the Company’s assets), the holders of the preferred shares would be entitled to preference amounts paid before distribution

to other stockholders (as explained in the previous paragraph) and hence effectively redeeming the preference amount.

In accordance

with ASR 268 and ASC 480 “Distinguishing Liabilities from Equity”, the Company’s preferred shares are classified

outside of stockholders’

deficit as a result of these in-substance contingent redemption rights

As of December 31, 209 the preferred

shares were no longer outstanding

detailed in Note 1, as part of the Recapitalization Transaction in July 2019, the Company issued 20,281,085 shares of common

stock to Gix in exchange for its 99.83% holdings in Viewbix Israel.

The number of shares prior to the reverse capitalization

have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the

Recapitalization Transaction.

As Part of the transaction all preferred shares were converted into ordinary shares

(Formerly known as Virtual Crypto Technologies, Inc.)

2 unchanged sentences

6 - STOCKHOLDERS DEFICT (Cont.)

following table summarizes information of outstanding warrants as of June 30, 2020:

Company’s AOA do not provide redemption rights to the holders of the preferred shares.

In the event of a liquidation event,

all the funds and assets of the Company available for distribution among all the stockholders shall be distributed based on a

certain mechanism as described in the Company’s AOA.

Although the preferred shares are not redeemable, in the event of certain

“deemed liquidation events”

that are not solely within the Company’s control (including merger, acquisition,

or sale of all or substantially all of the Company’s assets), the holders of the preferred shares would be entitled to preference

amounts paid before distribution to other stockholders (as explained in the previous paragraph) and hence effectively redeeming

the preference amount.

In accordance with ASR 268 and ASC 480 “Distinguishing Liabilities from Equity”, the Company’s

preferred shares are classified outside of stockholders’

deficit as a result of these in-substance contingent redemption

of December 31, 2019 the preferred shares were no longer outstanding.

detailed in Note 1, as part of the Recapitalization Transaction in July 2019, the Company issued 20,281,085 shares of common stock

to Gix in exchange for its 99.83% holdings in Viewbix Israel.

The number of shares prior to the reverse capitalization have been

retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.

As Part of the transaction all preferred shares were converted into ordinary shares.

following table summarizes information of outstanding warrants as of September 30, 2020:

Exercise Price

5 unchanged sentences

United States by Viewbix Israel, the Company will issue to Gix an additional 1,642,193 shares of restricted common stock of the

of the Company’s warrants meet the US GAAP criteria for equity classification

January and March 2020, 50,000 class H warrants expired.

January 2020, 38,095 class I warrants expired.

April 2020, 142,857 Class G warrants expired.

All of the Company’s warrants meet the US GAAP criteria for equity classification.

During January and March 2020,

50,000 class H warrants expired.

During January 2020, 38,095 class I warrants expired.

During April 2020, 142,857 Class G warrants

(Formerly known as Virtual Crypto Technologies, Inc.)

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

7 - COMMITMENTS AND CONTINGENCIES

During August 2019, a law suit

was filed against the Company and, the parent company Gix.

claiming that the applicants were entitled to receive shares

of the Company as part of the consideration in the Company’s acquisition by Gix.

In the opinion of the Company’s management,

the applicants’

claims are based on incorrect assumptions and deals with the distribution of the internal shares between

the applicants and the other former shareholders of the Company before the acquisition transaction, resulting in a consideration

coming to the applicants following the acquisition transaction.

As of the date of signing the financial statements the parties

are engaged in an advanced settlement negotiations.

The understanding of the Company

and its legal advisers and based on the settlement negotiations is that the claim may not create financial exposure to

April 2017, a lawsuit was filed by a former CEO of the Company with the Tel Aviv District Court (the “Tel Aviv Court”)

August 2019, a lawsuit was filed against the Company and its parent Company, Gix.

The plaintiffs claim that they were entitled

to receive shares of the Company as a part of the consideration in Gix’s acquisition of the Company.

In management’s

opinion, the plaintiffs’

claims are based on incorrect assumptions that relate to the distribution of shares between the

plaintiffs and other former shareholders of the Company prior to Gix’s acquisition which would have resulted in the receipt

of shares in the acquisition transaction.

During September 2020, a settlement was reached between the parties which was later

approved by the court.

The settlement outlines that in exchange for the voluntary waiver of claims made by the plaintiffs, Gix

will issue 63,350 shares of its common stock held in trust in favor of securing the transaction by which Gix acquired shares of

in November 2018.

The remaining shares in the trust account will be used to indemnify Gix for any expenses related

to the litigation.

Since the consideration paid was in Gix’s shares, and as the claims relate to the distribution of shares

between the plaintiffs and other former shareholders of the Company, the settlement did not impact on the Company’s financial

June 2017, a lawsuit was filed by a former CEO of the Company with the Tel Aviv District Court (the “Tel Aviv Court”)

against the Company claiming certain damages in the total amount of $100, under the assertion of wrongful termination by the Company

3 unchanged sentences

The dispute was initially heard by the Tel Aviv Court on February 13, 2020

and a supplemental hearing has been set for March 19, which has subsequently been postponed to September 29, 2020.

of June 30, 2020, the company’s management, in consultation with its legal advisors, believes that their claim will be successful

and should the plaintiff be successful, they will be awarded an insignificant amount and therefore no amount has been provided

for in these financial statements.

and a supplemental hearing has been set.

As of September 30, 2020, the

company’s management, in consultation with its legal advisors, believes that the CEO's claims will not be successful

therefore the financial statements do not include a provision for the above mentioned.

(Formerly known as Virtual Crypto Technologies, Inc.)

2 unchanged sentences

8 - FINANCIAL EXPENSES (INCOME), NET

For the three months ended June 30

For the three months ended

Exchange rate differences

For the six months ended June 30

For the nine months ended

Exchange rate differences

1 unchanged sentence

rates applicable to the income of the Company:

Israel are taxed according to Israeli tax laws.

The Israeli corporate tax rate is 23% in the years 2019 and

Israel is taxed according to Israeli tax laws.

The Israeli corporate tax rate is 23% in the years 2019 and onwards.

is taxed according to U.S.

3 unchanged sentences

corporate tax rate from 35% to 21%, effective January 1, 2018.

(Formerly known as Virtual Crypto Technologies, Inc.)

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

9 - TAXES ON INCOME (Cont.)

income taxes:

8 unchanged sentences

Net deferred tax asset

(Formerly known as Virtual Crypto Technologies, Inc.)

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

9 - TAXES ON INCOME (Cont.)

income taxes (Cont.):

of June 30, 2020, the Company has provided valuation allowances of $6,951 in respect of deferred tax assets resulting from tax

loss carryforward and other temporary differences.

Management currently believes that because the Company has a history of losses,

it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized

in the foreseeable future.

of September 30, 2020, the Company has provided valuation allowances of $6,961 in respect of deferred tax assets resulting from

tax loss carryforward and other temporary differences.

Management currently believes that because the Company has a history of

losses, it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will

not be realized in the foreseeable future.

carryforward tax losses:

of June 30, 2020 Viewbix Israel incurred operating losses in Israel of approximately $13,330 which may be carried forward and

offset against taxable income in the future for an indefinite period.

of June 30, 2020 the Company generated net operating losses in the U.S.

of approximately $18,390 Net operating losses in the U.S.

of September 30, 2020, Viewbix Israel incurred operating losses in Israel of approximately $13,368 which may be carried

forward and offset against taxable income in the future for an indefinite period.

of September 30, 2020 the Company generated net operating losses in the U.S.

of approximately $18,396 Net operating losses in

are available through 2035.

Utilization of U.S.

net operating losses may be subject to substantial annual limitation due to the

“change in ownership”

net operating losses may be subject to substantial annual limitation

due to the “change in ownership”

provisions of the Internal Revenue Code of 1986 and similar state provisions.

The annual limitation

may result in the expiration of net operating losses before utilization.

annual limitation may result in the expiration of net operating losses before utilization.

(Formerly known as Virtual Crypto Technologies, Inc.)

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

9 - TAXES ON INCOME (Cont.)

(income) from continuing operations, before taxes on income, consists of the following:

For the six months ended June 30

For the three months ended June 30

LOSS PER SHARE-BASIC AND DILUTED

For the six months

ended June 30

For the three months

ended June 30

Basic and diluted:

Net loss attributable to ordinary stockholders

Weighted-average ordinary shares

For the nine months ended

For the three months ended September 30

LOSS PER SHARE-BASIC AND DILUTED

the nine months

the three months

loss attributable to ordinary stockholders

Weighted-average

ordinary shares

per share-basic and diluted

(Formerly known as Virtual Crypto Technologies, Inc.)

7 unchanged sentences

May 2018 all of the Company’s employees will become employees of Gix.

the periods of May 2018 to October 2018, Gix will pay the full expenses of the employees (see A above) as well as other related

the Closing Date, the employees transferred from the Company to Gix will dedicate half of their time to the Company’s

operations and correspondingly 50% of the costs to be incurred by Gix in respect of these employees are to be charged to the

the periods of May 2018 to October 2018, Gix will pay the full expenses of the employees as well as other related expenses.

November 2018 until to the Closing Date, the employees transferred from the Company to Gix will dedicate half of their time

to the Company’s operations and correspondingly 50% of the costs to be incurred by Gix in respect of these employees

are to be charged to the Company.

amounts were paid by the Company to Gix during 2020 and 2019 in respect of the above, which resulted in a parent company payable

of $1,611 as of December 31, 2019 and $1,853, as of June 30, 2020.

of $1,611 as of December 31, 2019 and $1,902 as of September 30, 2020.

12 - COVID-19 PANDEMIC IMPLICATIONS

COVID-19 pandemic originated in Wuhan, China, in late 2019 and quickly thereafter spread to multiple countries, including the

United States, Israel and many countries in Europe.

The COVID-19 pandemic, which originated in China in late 2019, has

since spread across the globe and affected the economic condition of most, if not all, countries, including the United States,

Israel and many countries in Europe.

On March 11, 2020, the World Health Organization declared the outbreak a pandemic.

While COVID-19 is still spreading and the final implications of the pandemic are difficult to estimate at this stage, it is clear

that it has affected the lives of a large portion of the global population.

At this time, the pandemic has caused states of emergency

to be declared in various countries, travel restrictions imposed globally, quarantines established in certain jurisdictions and

various institutions and companies being closed.

The company is actively monitoring the pandemic and taking any necessary measures

to respond to the situation in cooperation with the various stakeholders.

to the uncertainty surrounding the COVID-19 pandemic, The company will continue to assess the situation, including government-imposed

restrictions, market by market.

It is not possible at this time to estimate the full impact that the COVID-19 pandemic could have

on our business, the continued spread of COVID-19, and any additional measures taken by governments, health officials or by the

company in response to such spread, could adversely affect the company’s business, results of operations and financial condition.

The COVID-19 pandemic and mitigation measures have also negatively impacted global economic conditions, which, in turn, could

adversely affect the company’s business, results of operations and financial condition.

The extent to which the COVID-19

outbreak continues to impact the company’s financial condition will depend on future developments that are highly uncertain

and cannot be predicted, including new government actions or restrictions, new information that may emerge concerning the severity,

longevity and impact of the COVID-19 pandemic on economic activity.

While COVID-19

is still spreading and the final implications of the pandemic are difficult to estimate at this stage, it is clear that it has

affected the lives of a large portion of the global population.

As of September 30, 2020, the pandemic has caused repeated states

of emergency to be declared in various countries, ongoing and extended travel restrictions have been imposed for several months,

strict quarantines rules have been established and maintained for an extended period of time in a plethora of jurisdictions and

various institutions and companies have been closed and rendered bankrupt.

The Company is actively monitoring the pandemic and

is taking any necessary measures to respond to the situation in cooperation with the various stakeholders.

Due to the uncertainty

surrounding the COVID-19 pandemic, the Company will continue to assess the situation, including government-imposed restrictions,

market by market.

It is not possible at this time to estimate the full impact that the COVID-19 pandemic could have on the Company’s

business, the continued spread of COVID-19, and any additional measures taken by governments, health officials or by the Company

in response to such spread, could have on the Company’s business, results of operations and financial condition.

pandemic and mitigation measures have also negatively impacted global economic conditions, which, in turn, could adversely affect

the Company’s business, results of operations and financial condition.

The extent to which the COVID-19 outbreak continues

to impact the Company’s financial condition will depend on future developments that are highly uncertain and cannot be predicted,

including new government actions or restrictions, new information that may emerge concerning the severity, longevity and impact

of the COVID-19 pandemic on economic activity.

MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

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following management’s discussion and analysis section should be read in conjunction with the Company’s unaudited

financial statements as of June 30, 2020 and 2019, and the related statements of comprehensive loss, statement of changes

financial statements as of September 30, 2020 and 2019, and the related statements of comprehensive loss, statement of changes

in stockholders’

84 unchanged sentences

June 6, 2020, Algomizer Ltd.

changed its name to Gix.

January 1, 2020, the Company announced certain cost reduction measures due the Company not achieving certain revenues goals.

connection with these cost reduction measures, on January 1, 2020, Mr.

Jonathan Stefansky, the Company’s then chief executive

officer and member of the Company’s board of directors, tendered his resignation from the Board, and on the same date the

changed its name to Gix Internet Ltd., or Gix

On January 1, 2020, the

Company announced certain cost reduction measures due to the Company not achieving certain revenue goals.

In connection

with these cost reduction measures, on January 1, 2020, Mr.

Jonathan Stefansky, the Company’s then chief executive officer

and member of the Company’s board of directors, tendered his resignation from the Board, and on the same date, the

sides reached a mutual understanding whereby Mr.

5 unchanged sentences

officer, was appointed to the Company’s board of directors on January 1, 2020, and, effective as of March 1, 2020, he was

also appointed as the Company’s chief executive officer as well.

also appointed as the Company’s chief executive officer.

January 27, 2020, the Company entered into an agreement with a third-party to sell Virtual Crypto Technologies Ltd.

2 unchanged sentences

of Operations

of Operations During the Three Months Ended June 30, 2020 as Compared to the Three Months Ended June 30, 2019

revenues were $33 thousand for the three months ended June 30, 2020, compared to $42 thousand during the same period in the prior

The reason for the decrease in the three months ended June 30, 2020 is due to the fact that beginning on January 1, 2020,

the Company announced and began implementing certain cost reduction measures.

cost of revenues were $0 thousand for the three months ended June 30, 2020, compared to $5 thousand during the same period in

the prior year.

The reason for the decrease in the three months ended June 30, 2020 is due to the fact that beginning on January

1, 2020, the Company announced and began implementing certain cost reduction measures.

research and development expenses were $0 thousand for the three months ended June 30, 2020, as compared to $53 thousand during

the same period in the prior year.

The reason for the decrease in the three months ended June 30, 2020 is due to the fact that

beginning on January 1, 2020, the Company announced and began implementing certain cost reduction measures.

selling and marketing expenses were $0 thousand for the three months ended June 30, 2020, as compared to $58 thousand during the

same period in the prior year.

The reason for the decrease in the three months ended June 30, 2020 is due to the fact that on

January 1, 2020, the Company announced a certain cost reduction measures.

general and administrative expenses decreased to $94 thousand for the three months ended June 30, 2020 as compared to $110 thousand

of Operations During the Three Months Ended September 30, 2020 as Compared to the Three Months Ended September 30, 2019

Our revenues were $17 thousand

for the three months ended September 30, 2020, compared to $63 thousand during the same period in the prior year.

The reason for

the decrease in the three months ended September 30, 2020 is due to the fact that on January 1, 2020, the Company announced and

began implementing certain cost reduction measures.

Our cost of revenues were

$1 thousand for the three months ended September 30, 2020, which is the same amount recognized in the same period during

the previous year.

research and development expenses were $0 thousand for the three months ended September 30, 2020, as compared to $82 thousand

during the same period in the prior year.

Our general and administrative expenses were impacted by two different factors.

our general and administrative expenses during the three months ended June 30, 2020 increased due to the consolidation of the

additional subsidiaries as a result of the consummation of the Share Exchange Agreement, which generated certain general and administrative

Furthermore, in contrast to the three month period during the prior year, during the three months ended June 30, 2020,

the Company incurred various fees and expenses related to its status as a public company, including certain compliance and consultancy

related fees and expenses.

Second, beginning on January 1, 2020, we announced and began implementing certain cost reduction measures.

The combination of these two factors slightly decreased the Company’s general and administrative expenses.

financial income was $32 thousand for the three months ended June 30, 2020, compared to financial expenses of $15 thousand during

the same period in the prior year.

The reason for the financial increase in the three months ended June 30, 2020 is due to the

US dollar exchange rate decrease during the three months ended June 30, 2020 as compared the same period in the prior year.

tax on income was $0 thousand for the three months ended June 30, 2020, as compared to $4 thousand during the same period in the

The reason for the decrease in the three months ended June 30, 2020 is due to the fact that during the same period

in the prior year the Company recognized one-time tax expenses for prior years.

of Operations During the Six Months Ended June 30, 2020 as Compared to the Six Months Ended June 30, 2019

revenues were $70 thousand for the six months ended June 30, 2020, compared to $76 thousand during the same period in the prior

The reason for the decrease in the six months ended June 30, 2020 is due to the fact that beginning on January 1, 2020,

the Company announced and began implementing certain cost reduction measures.

cost of revenues were $4 thousand for the six months ended June 30, 2020, which is a slight increase compared to $3 thousand during

the same period in the prior year.

research and development expenses were $59 thousand for the six months ended June 30, 2020, as compared to $88 thousand during

The reason for the decrease in the three months ended September 30, 2020 is due to the

fact that beginning on January 1, 2020, the Company announced and began implementing certain cost reduction measures.

selling and marketing expenses were $1 thousand for the three months ended September 30, 2020, as compared to $57 thousand during

the same period in the prior year.

The reason for the decrease in the six months ended June 30, 2020 is due to the fact that beginning

on January 1, 2020, the Company announced and began implementing certain cost reduction measures.

selling and marketing expenses were $7 thousand for the six months ended June 30, 2020, as compared to $142 thousand during the

same period in the prior year.

The reason for the decrease in the six months ended June 30, 2020 is due to the fact that beginning

on January 1, 2020, the Company announced and began implementing certain cost reduction measures.

general and administrative expenses increased to $269 thousand for the six months ended June 30, 2020 as compared to $232 thousand

The reason for the decrease in the three months ended September 30, 2020 is due to the fact

that on January 1, 2020, the Company announced and begin implementing certain cost reduction measures.

Our general and administrative

expenses decreased to $70 thousand for the three months ended September 30, 2020 as compared to $190 thousand during the same

period in the prior year.

Beginning on January 1, 2020, we announced and began implementing certain cost reduction measures.

addition, during the same period last year, the Company incurred various fees and expenses related to its status as a public

company, including certain compliance and consultancy related fees and expenses.

Our financial income was

$11 thousand for the three months ended September 30, 2020, compared to financial expenses of $21 thousand during the same period

in the prior year.

The reason for the financial increase during the three months ended September 30, 2020 is due to the

US dollar exchange rate difference during the three months ended September 30, 2020 as compared to the same period in the

tax on income was $0 thousand for the three months ended September 30, 2020, which is a slight increase compared to $(4) thousand

during the same period in the prior year.

Our general and administrative expenses were impacted by two different factors.

our general and administrative expenses in the six months ended June 30, 2020 increased due to the consolidation of the additional

subsidiaries as a result of the consummation of the Share Exchange Agreement, which generated certain general and administrative

expenses., Also in contrast to the six months ended Jun 30, 2019, during the six months ended June 30, 2020, the Company incurred

various fees and expenses related to its status as a public company, including certain compliance and consultancy related fees

and expenses..

The reason for the decrease in the six months ended June 30, 2020 is due to the fact that beginning on January

of Operations During the Nine Months Ended September 30, 2020 as Compared to the Nine Months Ended September 30, 2019

Our revenues were $86 thousand

for the nine months ended September 30, 2020, compared to $139 thousand during the same period in the prior year.

The reason for

the decrease in the three months ended September 30, 2020 is due to the fact that on January 1, 2020, the Company announced and

began implementing certain cost reduction measures.

cost of revenues were $5 thousand for the nine months ended September 30, 2020, which is a slight increase compared to $4 thousand

during the same period in the prior year.

research and development expenses were $59 thousand for the nine months ended September 30, 2020, as compared to $170 thousand

during the same period in the prior year.

The reason for the decrease in the nine months ended September 30, 2020 is due to the

fact that beginning on January 1, 2020, the Company announced and began implementing certain cost reduction measures.

Our selling and marketing

expenses were $8 thousand for the nine months ended September 30, 2020, as compared to $199 thousand during the same period in

the prior year.

The reason for the decrease in the nine months ended September 30, 2020 is due to the fact that beginning on January

1, 2020, the Company announced and began implementing certain cost reduction measures.

The combination of these two factors increased

the Company’s general and administrative expenses.

financial income was $4 thousand for the six months ended June 30, 2020, compared to financial expenses of $39 thousand during

the same period in the prior year.

The reason for the financial decrease in the six months ended June 30, 2020 is due to the US

dollar exchange rate increase during the six months ended June 30, 2020 as compared the same period in the prior year.

tax on income was $2 thousand for the six months ended June 30, 2020, as compared to $23 thousand during the same period in the

The reason for the decrease in the three months ended June 30, 2020 is due to the fact that during the same period

in the prior year the Company recognized a one-time tax expense related to prior years.

Our general and administrative

expenses decreased to $339 thousand for the nine months ended September 30, 2020 as compared to $422 thousand during the same

period in the prior year.

Beginning on January 1, 2020, we announced and began implementing certain cost reduction measures.

addition, during the same period last year, the Company incurred various fees and expenses related to its status as a public

company, including certain compliance and consultancy related fees and expenses.

financial income was $8 thousand for the nine months ended September 30, 2020, compared to financial expenses of $60 thousand

during the same period in the prior year.

The reason for the financial decrease in the nine months ended September 30, 2020 is

due to the US dollar exchange rate difference during the nine months ended September 30, 2020 as compared to the same period

in the prior year.

tax on income was $2 thousand for the nine months ended September 30, 2020, as compared to $19 thousand during the same period

in the prior year.

The reason for the decrease in the nine months ended September 30, 2020 is due to the fact that during the

same period in the prior year the Company recognized a one-time tax expense related to prior years.

and Capital Resources

balance sheet as of June 30, 2020 reflects current assets of $97 thousand, consisting of $79 thousand cash and cash equivalents

and other receivables of $18.

We also have $2,057 thousand in current liabilities, consisting of $204 thousand in other accounts

payables and payable to Gix of $1,853 thousand.

As of December 31, 2019, we had current assets of $225 thousand mainly consisting

of $87 thousand in cash, other receivables of $136 thousand and restricted cash of $2.

As of December 31, 2019, we had

$1,923 thousand in current liabilities consisting of $312 thousand in trade payables and other accounts payables and $1,611

thousand payable to Gix.

had negative working capital of $1,960 thousand as of June 30, 2020, as compared to negative working capital of $1,698

thousand on December 31, 2019.

Our total liabilities as of June 30, 2020 were $2,057 thousand, as compared to $1,923 thousand

Our balance sheet as of

September 30, 2020 reflects current assets of $89 thousand, consisting of $65 thousand cash and cash equivalents, other receivables

and trade receivables of $24 thousand.

We also have $2,093 thousand in current liabilities, consisting of $191 thousand

in trade payables and other accounts payable owed to Gix in the amount of $1,902 thousand.

As of December

31, 2019, we had current assets of $225 thousand mainly consisting of $87 thousand in cash, other receivables and prepaid expenses

of $136 thousand and restricted cash of $2.

As of December 31, 2019, we had $1,923 thousand in current liabilities consisting

of $312 thousand in trade payables and other accounts payables and $1,611 thousand payable to Gix.

had negative working capital of $2,004 thousand as of September 30, 2020, as compared to negative working capital of $1,698 thousand

on December 31, 2019.

the three months ended June 30, 2020, we had negative cash flow from operations of $31 thousand, which was the result of a net

loss of $93 thousand, an increase in payables to Gix in the amount of $58 thousand, decrease in trade payables and other payables

of $28 thousand and increase in prepaid expenses and other receivables of $32 thousand.

the six months ended June 30, 2019, we had negative cash flow from operations of $21 thousand, which was the result of a net loss

of $267 thousand, increase in payables to Gix in the amount of $244 thousand and decrease in trade payables and other payables

of $115 thousand and increase in prepaid expenses and other receivables of $120 thousand.

Our total liabilities as of September 30, 2020 were $2,093 thousand, as compared to $1,923 thousand on December

the three months ended September 30, 2020, we had negative cash flow from operations of $14 thousand, which was the result of

a net loss of $44 thousand, an increase in payables to Gix in the amount of $51 thousand, decrease in trade payables and other

payables of $13 thousand and decrease in prepaid expenses and other receivables of $8 thousand.

the nine months ended September 30, 2020, we had negative cash flow from operations of $37 thousand, which was the result of a

net loss of $311 thousand, increase in payables to Gix in the amount of $292 thousand and decrease in trade payables and other

payables of $127 thousand and increase in prepaid expenses and other receivables of $112 thousand.

are no limitations in the Company’s Certificate of Incorporation on the Company’s ability to borrow funds or raise

24 unchanged sentences

be required to delay, limit, reduce or terminate the operations of some or all of its business segments.

Company has incurred $267 in net losses for the six months ended June 30, 2020, has $1,960 stockholders’

deficit as of June

30, 2020 and $1,693 in total stockholders’

Company has incurred $311 in net losses for the nine months ended September 30, 2020, has $2,004 stockholders’

of September 30, 2020 and $1,693 in total stockholders’

deficit as of December 31, 2019.

Management expects the Company to continue to

generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial

resources and through additional raises of capital.

Management expects the Company

to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its

current financial resources and through additional raises of capital.

conditions raise substantial doubts about the Company’s ability to continue as a going concern.

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements