QUANTUM X LABS INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 30, 2020 CONTENTS Page Condensed Consolidated Balance Sheets As Of September 30, 2020 (Unaudited) and December 31, 2019 2-3 Condensed Consolidated Statements of Comprehensive Loss for the Nine and Three Months ended September 30, 2020 and 2019 (Unaudited) 4 Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Deficit for the Nine and Three Months Ended September 30, 2020 and 2019 (Unaudited) 5 Condensed Consolidated Statements of Cash Flows for Nine and Three Months Ended September 30, 2020 and 2019 (Unaudited) 6-7 Notes to Condensed Consolidated Financial Statements 8-17 1 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) U.S. dollars in thousands (except share data) As of September 30 As of December 31 Note 2 0 2 0 2 0 1 9 ASSETS CURRENT ASSETS Cash and cash equivalents 65 87 Restricted cash - 2 Trade receivables 10 - Prepaid expenses - 17 Other accounts receivables 3 14 119 Total current assets 89 225 NON CURRENT ASSETS Property and equipment, net 4 - 5 Total non-current assets - 5 Total assets 89 230 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.) U.S. dollars in thousands (except share data) As of September 30 As of December 31 Note 2 0 2 0 2 0 1 9 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES Trade payables 14 66 Payable to parent company 11 1,902 1,611 Other accounts payables and accrued liabilities 5 177 246 Total current liabilities 2,093 1,923 Commitments and contingencies 7 STOCKHOLDERS’ DEFICIT 6 Share Capital Ordinary shares of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 31,201,669 shares as of December 31, 2019; and September 30, 2020 3 3 Additional paid-in capital 13,015 13,015 Accumulated deficit (15,022 ) (14,711 ) Total stockholders’ deficit (2,004 ) (1,693 ) Total liabilities and stockholders’ deficit 89 230 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) U.S. dollars in thousands (except share data) For the nine months ended September 30 For the three months ended September 30 Note 2 0 2 0 2 0 1 9 2 0 2 0 2 0 1 9 Revenues 86 139 17 63 Cost of revenues 5 4 1 1 Gross profit 81 135 16 62 Operating expenses: Research and development 59 170 - 82 Selling and marketing 8 199 1 57 General and administrative 339 422 70 190 Gain from sale of a subsidiary (8 ) - - - Operating loss 317 656 55 267 Financial expenses (income), net 8 (8 ) 60 (11 ) 21 Loss before tax 309 716 44 288 Taxes on income 9 2 19 - (4 ) Net loss 311 735 44 284 Loss per share - basic and diluted 10 0.01 0.09 0.001 0.01 Weighted average number of ordinary shares outstanding used in the computations of loss per share 31,201,669 7,891,496 31,201,669 23,044,670 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) CONSOLIDATED STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT Unaudited) U.S. dollars in thousands (except share data) Ordinary shares Additional paid-in Accumulated Total shareholders’ Number Amount capital deficit deficit Balance as of January 1, 2020 31,201,669 3 13,015 (14,711 ) (1,693 ) Net loss for the period - - - (311 ) (311 ) Balance as of September 30, 2020 31,201,669 3 13,015 (15,022 ) (2,004 ) Ordinary shares Additional paid-in Accumulated Total shareholders’ Number Amount Capital deficit deficit Balance as of June 30, 2020 31,201,669 3 13,015 (14,978 ) (1,960 ) Net loss for the period - - - (44 ) (44 ) Balance as of September 30, 2020 31,201,669 3 13,015 (15,022 ) (2,004 ) Preferred A-1 Preferred A-2 Preferred B Preferred C Preferred C-1 Preferred C-2 Total temporary Ordinary shares Additional paid-in Accumulated Total shareholders’ Number Amount Number Amount Number Amount Number Amount Number Amount Number Amount equity Number Amount capital deficit deficit Balance as of January 1, 2019 199,870 * 4,881,654 10 4,556,094 9 7,222,305 15 2,755,706 11 392,407 1 46 279,049 1 12,872 (13,594 ) (721 ) Net loss for the period - - - - - - - - - - - - - - - - (249 ) (249 ) Balance as of March 31, 2019 199,870 * 4,881,654 10 4,556,094 9 7,222,305 15 2,755,706 11 392,407 1 46 279,049 1 12,872 (13,843 ) (970 ) Net loss for the period - - - - - - - - - - - - - - - - (203 ) (203 ) Balance as of June 30, 2019 (unaudited) 199,870 * 4,881,654 10 4,556,094 9 7,222,305 15 2,755,706 11 392,407 1 46 279,049 1 12,872 (14,046 ) (1,173 ) Effect of reverse recapitalization (199,870 ) (*) (4,881,654 ) (10 ) (4,556,094 ) (9 ) (7,222,305 ) (15 ) (2,755,708 ) (11 ) (392,407 ) (1 ) (46 ) 30,928,620 2 143 - 145 Net loss for the period - - - - - - - - - - - - - - - - (284 ) (284 ) Balance as of September 30, 2019 (unaudited - - - - - - - - - - - - - - 31,201,669 3 13,015 (14,329 ) (1,311 ) (*) Representing an amount less than $ 1. (**) 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. The accompanying notes are an integral part of these condensed consolidated financial statements. 5 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) U.S. dollars in thousands (except share data) For the nine months ended September 30 For the three months ended September 30 2 0 2 0 2 0 1 9 2 0 2 0 2 0 1 9 Unaudited Unaudited Cash flows from operating activities Net loss for the period (311 ) (735 ) (44 ) (284 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 5 1 - - Gain from sale of a subsidiary (8 ) - - - Changes in assets and liabilities: Decrease in prepaid expenses 7 19 (7 ) 3 Decrease in other receivables 105 37 (1 ) (2 ) Increase (decrease) in trade payables (76 ) 13 (1 ) (17 ) Increase (decrease) in other accounts payables (51 ) 58 (12 ) (6 ) Increase in payable to parent company 292 547 51 262 Net cash provided by (used in) operating activities (37 ) (60 ) (14 ) (44 ) Cash flows from investing activities Purchase of property and equipment - (2 ) - (2 ) Proceeds from sale of property and equipment - 1 - 1 Net cash used in investing activities - (1 ) - (1 ) Cash flows from investing activities Cash received from sale of a subsidiary 13 - - - Cash acquired in connection with the reverse recapitalization - 174 - 174 Net cash provided by Investing activities 13 174 - 174 Increase (decrease) in cash and cash equivalents and restricted cash (24 ) 113 (14 ) 130 Cash and cash equivalents and restricted cash at the beginning of the period 89 53 79 36 Cash and cash equivalents and restricted cash at the end of the period 65 166 65 166 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) U.S. dollars in thousands (except share data) Supplemental Cash Flow Information: As of February 12 2020 Current assets excluding cash and cash equivalents 6 Current liabilities (1 ) Gain from sale of a subsidiary 8 Cash received from the sale of a subsidiary 13 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 1 - GENERAL A. Organizational Background Viewbix Inc. (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, 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”). B. 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 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. 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. C. 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). The effective closing date of the transaction was February 12, 2020. The gain from the sale of the company was $ 8. 8 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 1 - GENERAL (Cont.) D. 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 “VBIX” on the OTCQB. 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. 9 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 1 - GENERAL (Cont.) D. Transaction with Gix Internet Ltd. (formerly known as Algomizer Ltd.), or Gix (the “Recapitalization Transaction”): (Cont.) As a result of the Recapitalization Transaction, Viewbix Israel became a subsidiary of the Company. As the shareholders of Viewbix Israel received the largest ownership interest in the Company, Viewbix Israel was determined to be the “accounting acquirer” in the Recapitalization Transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Viewbix Israel. 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. The Company and its subsidiaries are collectively referred to as the “Company”. Viewbix Israel was incorporated on February 2006 in Israel. The Company has developed an interactive video platform based on Software as a Service (“SaaS”) business model with interactive elements, and the ability to collect and analyze information about each interactive action performed during the viewing of the video clip. The interactive elements and information gathered, allowing the advertiser to analyze user viewing habits and optimize real-time throughout the campaign while increasing the effectiveness of online and live video advertising. On January 1, 2020, the Company announced certain cost reduction measures due the Company not achieving certain revenues goals. E. Going Concern The 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. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. 10 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES A. 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. B. 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. C. Recently Adopted Accounting Pronouncement In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases 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 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. 11 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 3 - OTHER ACCOUNTS RECEIVABLES Composition: As of September 30 As of December 31 2 0 2 0 2 0 1 9 Other - 1 Government authorities 14 118 14 119 NOTE 4 - PROPERTY AND EQUIPMENT Composition: As of September 30 As of December 31 2 0 2 0 2 0 1 9 Cost: Computers and related equipment 34 34 Office furniture and equipment 9 9 43 43 Accumulated depreciation 43 38 Net book value - 5 NOTE 5 - OTHER ACCOUNTS PAYABLES Composition: As of September 30 As of December 31 2 0 2 0 2 0 1 9 Other payables and deferred revenues 51 91 Accrued liabilities 126 149 Other - 6 177 246 12 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 6 - STOCKHOLDERS DEFICT A. Composition: As of September 30 As of December 31 2 0 2 0 2 0 1 9 Authorized Issued and outstanding Authorized Issued and outstanding Unaudited Number of shares Ordinary shares 490,000,000 31,201,669 490,000,000 31,201,669 B. Ordinary Shares: Ordinary shares confer the right to participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, in distribution of dividends and to equally participate, on share basis, in distribution of excess of assets and funds from the Company and they shall not confer other privileges unless stated hereunder or in the Companies Law otherwise. Some investors have standard anti-dilutive rights, registration rights, and information and representation rights. C. Preferred shares (relating to Viewbix Ltd prior to the Recapitalization Transaction): Preferred shares may have been converted into ordinary shares of Viewbix Ltd at any time. The preferred shares would have automatically converted into ordinary shares if (a) the holders of at least (i) 67% (sixty seven percent) of the issued and outstanding Preferred C/C-1 shares, (ii) a majority of the issued and outstanding Preferred B shares, and (iii) a majority of the issued and outstanding Preferred A shares, so agree in writing; or (b) in the event of an IPO. The conversion price for any class or series of preferred would have been subject to adjustment, as follows: at any time, upon each issuance or deemed issuance by the Company of any new securities at a price per share less than the applicable conversion price in effect on the date of and immediately prior to the issuance of such new securities, the conversion price shall be reduced. 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. The preference mechanism for liquidation and the distribution of dividends gave priority to the most recent preferred stockholders. The preferred shares were convertible into 16,199,520 ordinary shares of the Company. 13 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 6 - STOCKHOLDERS DEFICT (Cont.) D. Redemption: 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, 2019 the preferred shares were no longer outstanding. E. Share Exchange: As 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. F. Warrants: The following table summarizes information of outstanding warrants as of September 30, 2020: Warrants Warrant Term Exercise Price Exercisable Class J Warrants 3,649,318 July 2029 0.48 3,649,318 Class K Warrants 3,649,318 July 2029 0.80 3,649,318 Additionally In connection with the Share Exchange Agreement, 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. 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 expired. 14 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 7 - COMMITMENTS AND CONTINGENCIES During 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 ViewBix Ltd. 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 statements. In 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 and Emerald Israel. The Company believes these claims to be unsubstantiated and wholly without merit and accordingly filed its response with the Tel Aviv Court in October of 2017. The dispute was initially heard by the Tel Aviv Court on February 13, 2020 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. 15 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 8 - FINANCIAL EXPENSES (INCOME), NET Composition: For the three months ended September 30 2 0 2 0 2 0 1 9 Unaudited Bank fees 1 3 Exchange rate differences (14 ) 19 Other 2 (1 ) (11 ) 21 For the nine months ended September 30 2 0 2 0 2 0 1 9 Unaudited Bank fees 5 4 Exchange rate differences (18 ) 60 Other 5 (4 ) (8 ) 60 NOTE 9 - TAXES ON INCOME A. Tax rates applicable to the income of the Company: Viewbix Israel is taxed according to Israeli tax laws. The Israeli corporate tax rate is 23% in the years 2019 and onwards. Viewbix Inc. is taxed according to U.S. tax laws. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. 16 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 9 - TAXES ON INCOME (Cont.) B. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: As of September 30 As of December 31 2 0 2 0 2 0 1 9 Deferred R&D expenses 59 239 Operating loss carryforward 31,764 32,443 31,823 32,682 Net deferred tax asset before valuation allowance 6,961 7,149 Valuation allowance (6,961 ) (7,149 ) Net deferred tax asset - - As 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. C. Available carryforward tax losses: As 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. As of September 30, 2020 the Company generated net operating losses in the U.S. of approximately $18,396 Net operating losses in the U.S. are available through 2035. Utilization of U.S. 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. 17 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 9 - TAXES ON INCOME (Cont.) D. Loss (income) from continuing operations, before taxes on income, consists of the following: For the nine months ended September 30 For the three months ended September 30 2 0 2 0 2 0 1 9 2 0 2 0 2 0 1 9 USA 6 58 (4 ) 9 Israel 303 658 48 279 309 716 44 288 NOTE 10: LOSS PER SHARE-BASIC AND DILUTED Composition: For the nine months ended September 30 For the three months ended September 30 2 0 2 0 2 0 1 9 2 0 2 0 2 0 1 9 Basic and diluted: Net loss attributable to ordinary stockholders 311 735 44 284 Weighted-average ordinary shares 31,201,669 7,891,496 31,201,669 23,044,670 Loss per share-basic and diluted 0.01 0.09 0.001 0.01 18 VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 11 - TRANSACTION AND BALANCES WITH PARENT COMPANY Balances: As of September 30 As of December 31 2 0 2 0 2 0 1 9 Payable to parent company 1,902 1,611 As part of the agreement with Gix, the parties agreed to have the Company’s operations outsourced to Gix from the agreement date and until the acquisition is consummated. The following term were included in the agreement pursuant to the above: (a) From May 2018 all of the Company’s employees will become employees of Gix. (b) Between the periods of May 2018 to October 2018, Gix will pay the full expenses of the employees as well as other related expenses. (c) From 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. No 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 $1,902 as of September 30, 2020. NOTE 12 - COVID-19 PANDEMIC IMPLICATIONS 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. 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. 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. 19 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS Special Note Regarding Forward-Looking Statements The following management’s discussion and analysis section should be read in conjunction with the Company’s unaudited financial statements as of September 30, 2020 and 2019, and the related statements of comprehensive loss, statement of changes in stockholders’ equity (deficit) 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”). 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 short-term and long-term implications caused by our recent cost reduction efforts, including, but not limited to, our growing inability to secure and maintain customers on the basis of insufficient capital resources; ● sustained turnover of key management; ● our history of recurring losses and negative cash flows from operating activities, significant future commitments and the uncertainty regarding the adequacy of our liquidity to pursue our complete business objectives, and substantial doubt regarding our ability to continue as a going concern; ● our need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult to obtain and could dilute out stockholders’ ownership interests; ● the impact of the COVID-19 pandemic on our business plan and the global economy; ● our ability to adequately protect our intellectual property; and ● entry of new competitors and products and potential technological obsolescence of our products. 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 on Form 10-Q, and those contained in section captioned “Risk Factors” of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2020 (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. 20 Overview and background Viewbix Inc. (f/k/a Virtual Crypto Technologies, Inc., f/k/a Emerald Medical Applications Corp.) (the “Registrant” or the “Company”) is an interactive video technology and data platform that provides its clients with deep insights into their video marketing performance as well as the effectiveness of its messaging. Recent Developments Share Exchange Agreement On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Gix Internet Ltd. (f/k/a Algomizer Ltd.) (TASE:GIX), 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, par value $0.0001 per share of the Company (the “Common Stock”), 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 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 agreed to issue to Gix an additional 1,642,193 shares of restricted Common Stock representing 5% of the Fully Diluted Share Capital immediately following the Closing Date. On July 24, 2019, and in connection with the Share Exchange Agreement, 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. On August 7, 2019, FINRA approved the Registrant’s name change and its trading symbol was changed from “VRCP” to “VBIX” on the OTCQB. On the Closing Date, (i) the Company issued 20,281,085 shares of Common Stock to Gix in exchange for consideration consisting of 99.83% holdings in Viewbix Israel, and (ii) convertible notes representing 3,434,889 shares of Common Stock then currently issued to holders were converted. The shares of Common Stock were issued under Regulation S. The Company also issued a total of 7,298,636 warrants to purchase shares of Common Stock to Gix, whereby (i) 3,649,318 of such warrants to purchase shares of Common Stock were issued with an exercise price of $0.48, and (ii) 3,649,318 of such warrants to purchase shares of Common Stock were issued with an exercise price of $0.80. Following the Closing Date, Viewbix Israel became a subsidiary of the Registrant. Viewbix Israel was incorporated in February 2006 in Israel. On June 6, 2020, Algomizer Ltd. 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. Stefansky would step down as chief executive officer, effective March 1, 2020. On the same date, the Company and Mr. Hillel Scheinfeld, the Company’s then chief operating officer, reached a similar mutual understanding and agreed he would step down, also effective March 1, 2020. Mr. Amihay Hadad, the Company’s chief financial 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. 21 On January 27, 2020, the Company entered into an agreement with a third-party to sell Virtual Crypto Technologies Ltd. for NIS 50,000 ($14, 459), which transaction was consummated on February 12, 2020. Results of Operations Results 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. Our 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. 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. Our 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 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. In 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 prior year. Our 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. 22 Results 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. Our 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. Our 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. 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. In 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 $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. Our 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. Liquidity and Capital Resources 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. We 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. Our total liabilities as of September 30, 2020 were $2,093 thousand, as compared to $1,923 thousand on December 31, 2019. 23 During 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. During 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. There are no limitations in the Company’s 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. The Company’s limited resources and lack of having cash-generating business operations may make it difficult to borrow funds or raise capital. The Company’s limitations to borrow funds or raise funds through the issuance of restricted capital stock required to effect or facilitate a business combination may have a material adverse effect on the Company’s financial condition and future prospects, including the ability to complete a business combination. Until such time as the Company can generate substantial revenues, the Company expects to finance its cash needs through a combination of the sale of its equity and/or convertible debt securities, debt financing and strategic alliances and collaborations. The Company does not have any committed external source of funds. To the extent that the Company raises additional capital through the sale of its equity and/or convertible debt securities, the ownership interest of its stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business. If the Company raises funds through additional collaborations or strategic alliances with third parties, we may have to relinquish valuable rights to our future revenue streams and/or distribution arrangements. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. If the Company is unable to raise additional funds through equity and/or debt financings when needed or on attractive terms, the Company may be required to delay, limit, reduce or terminate the operations of some or all of its business segments. Going Concern: The Company has incurred $311 in net losses for the nine months 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 to continue to fund its operations primarily through utilization of its current financial resources and through additional raises of capital. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required for smaller reporting companies.