What changed in this filing

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Item 9A. Controls and Procedures

2021-03-16 compared with 2020-03-20 · 102 added, 120 removed, 166 unchanged (57% of the section changed)

30 unchanged sentences

of December 31, 2019 was not effective due to the material weakness described below.

In connection with the preparation of our consolidated financial

statements as of and for the year ended December 31, 2019, we have identified a material weakness in our internal control over

financial reporting.

The material weakness was identified in the period-end financial reporting process, and is associated

with our history as a private company and A material weakness is a deficiency or combination of deficiencies in our internal control

over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial

statements would not be prevented or detected on a timely basis.

This deficiency could result in additional misstatements to our

consolidated financial statements that would be material and would not be prevented or detected on a timely basis.

connection with the preparation of our consolidated financial statements as of and for the year ended December 31, 2020, we have

identified a material weakness in our internal control over financial reporting.

The material weakness was identified in the period-end

financial reporting process, and is associated with our history as a private company and a material weakness is a deficiency or

combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that

a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis.

This deficiency

could result in additional misstatements to our consolidated financial statements that would be material and would not be prevented

or detected on a timely basis.

are evaluating and implementing additional procedures in order to remediate this material weakness, however, we cannot assure

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Report of the Registered Public Accounting Firm

annual report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm

regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s

registered public accounting firm pursuant to rules of the SEC that permit the Company, as a non-accelerated filer, to provide

only management’s report in this annual report on Form 10-K.

annual report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding

internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered

public accounting firm pursuant to rules of the SEC that permit the Company, as a non-accelerated filer, to provide only management’s

report in this annual report on Form 10-K.

in Internal Control Over Financial Reporting

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As of January 30, 2020, Mr.

Hadad serves as the chief executive officer of Algomizer, a controlling

stockholder of the Company, in addition to his existing role as Algomizer’s chief financial officer.

Hadad holds both

and an MBA from the College of Management Academic Studies in Rishon LeZion, Israel, and an M.A.

in law from Bar-Ilan University,

Hadad serves as the chief executive officer of Gix, a controlling stockholder

of the Company, in addition to his existing role as Gix’s chief financial officer.

Hadad holds both a B.A.

from the College of Management Academic Studies in Rishon LeZion, Israel, and an M.A.

in law from Bar-Ilan University, Israel.

Hadad is also a certified public accountant in Israel.

18 unchanged sentences

16(a) of the Securities and Exchange Act of 1934 requires that directors and executive officers, and persons who own beneficially

more than ten percent (10%) of the Registrant’s Common Stock, to file reports of ownership and changes of ownership

with the Securities and Exchange Commission.

Copies of all filed reports are required to be furnished to the Registrant pursuant

to Section 16(a).

more than ten percent (10%) of the Registrant’s Common Stock, to file reports of ownership and changes of ownership with

the Securities and Exchange Commission.

Copies of all filed reports are required to be furnished to the Registrant pursuant to

Section 16(a).

The Registrant’s officers and directors are current in their filings are required under Section 16(a).

9 unchanged sentences

Conflicts of Interest.

we do not have an audit or compensation committee comprised of independent directors, the functions that would have been

performed by such committees are performed by our board of directors.

Thus, there is a potential conflict of interest

in that our directors have the authority to determine issues concerning management compensation, in essence their own,

and audit issues that may affect management decisions.

We are not aware of any other conflicts of interest with any of our executives

or directors.

we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed

by such committees are performed by our board of directors.

Thus, there is a potential conflict of interest in that our directors

have the authority to determine issues concerning management compensation, in essence their own, and audit issues that may affect

management decisions.

We are not aware of any other conflicts of interest with any of our executives or directors.

Board’s

Role in Risk Oversight.

board of directors assess on an ongoing basis the risks faced

by the Company.

These risks include financial, technological, competitive, and operational risks.

In addition, since the Company

does not have an audit committee, the board of directors is also responsible for the assessment and oversight of

the Company’s financial risk exposures.

board of directors assess on an ongoing basis the risks faced by the Company.

These risks include financial, technological, competitive,

and operational risks.

In addition, since the Company does not have an audit committee, the board of directors is also responsible

for the assessment and oversight of the Company’s financial risk exposures.

in Certain Legal Proceedings.

9 unchanged sentences

Jonathan Stefansky, our former Chief Executive Officer, who resigned from such role on January 1, 2020;

Alon Dayan, our current director and former Chief Executive Officer, who resigned from such role on July 25, 2019;

Gadi Levin, our former Chief Financial Officer, who resigned from such role on July 25, 2019;

Hillel Scheinfeld, our former Chief Operating Officer, who resigned from such role on January 1, 2020.

table is in U.S.

The table is in U.S.

Name and principal position

Other Compensation

Chief Executive Officer, Chief Financial Officer

Option Awards

All Other Compensation

Current Chief Executive Officer, Chief Financial Officer

Jonathan Stefansky

Chief Executive Officer

Alon Dayan (1)

Chief Executive Officer

Gadi Levin (2)

Chief Financial Officer

Hillel Scheinfeld

Operating Officer

Dayan served as the Registrant’s Chief Executive Officer until the consummation of the Recapitalization Transaction

that occurred in July 2019.

In light of the accounting treatment of the Recapitalization Transaction, the cost of employment

Dayan is not recorded in the financial statements included in this annual report, which are the financial statements

of Viewbix Ltd., the “accounting acquirer”.

Levin served as the Registrant’s Chief Financial Officer until the consummation of the Recapitalization Transaction

that occurred in July 2019.

In light of the accounting treatment of the Recapitalization Transaction, the cost of employment

Levin is not recorded in the financial statements included in this annual report, which are the financial statements

of Viewbix Ltd., the “accounting acquirer”.

Service Agreements

May 2, 2019, we issued 50,000 shares of our Common Stock to our former chief executive officer, Mr.

Alon Dayan, and 50,000

shares of our Common Stock to our former chief financial officer, Mr.

Gadi Levin, in consideration of services provided

to the Company during the first quarter of 2019.

Former Chief Executive Officer

Director’s

15 unchanged sentences

were no equity awards outstanding as of the end the year ended December 31, 2020.

the year ended December 31, 2019, the board of directors did not authorize the issuance of stock options to executive

officers and directors to purchase shares of Common Stock.

the year ended December 31, 2020, the board of directors did not authorize the issuance of stock options to executive officers

and directors to purchase shares of Common Stock.

Option Exercises and Fiscal Year-End Option Value

7 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

table below provides information regarding the beneficial ownership of our Common Stock as of December 31, 2019, of (i)

each of our current directors, (ii) each of the Named Executive Officers, (iii) all of our current directors and officers as a

group, and (iv) each person or entity known to us who owns more than 5% of our common stock.

table below provides information regarding the beneficial ownership of our Common Stock as of December 31, 2020, of (i) each of

our current directors, (ii) each of the Named Executive Officers, (iii) all of our current directors and officers as a group,

and (iv) each person or entity known to us who owns more than 5% of our common stock.

percentage of Common Stock beneficially owned is based on 34,753,669 shares of Common Stock outstanding as of December 31, 2020.

The number and percentage of shares of Common Stock beneficially owned by a person or entity also include shares

of Common Stock issuable upon exercise of warrants that are currently exercisable or will become exercisable within 60

days of December 31, 2019.

However, these shares are not deemed to be outstanding for the purpose of computing the percentage

of shares beneficially owned of any other person or entity.

and Address of Beneficial Owner

The number and percentage of shares of Common Stock beneficially owned by a person or entity also include shares of Common Stock

issuable upon exercise of warrants that are currently exercisable or will become exercisable within 60 days of December 31, 2020.

However, these shares are not deemed to be outstanding for the purpose of computing the percentage of shares beneficially owned

of any other person or entity.

Name and Address of Beneficial Owner

Title of Class

Amount and Nature

of Beneficial

Ownership (1)

and officers as a group (2 individuals)

Percent of Class

Gix Internet Ltd.

27,579,721 (2)

Pure Capital Ltd.

2,631,571 (3)

Directors and officers as a group (2 individuals)

ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect

2 unchanged sentences

and investment power with respect to the shares of Common Stock beneficially owned by them.

20,281,085 of shares of Common Stock, (ii) warrants to purchase up to 3,649,318 shares of restricted Common Stock with

(i) 20,281,085 of shares of Common Stock, (ii) warrants to purchase up to 3,649,318 shares of restricted Common Stock with

an exercise price of $0.48 per share, and (iii) warrants to purchase up to 3,649,318 shares of restricted Common Stock with

an exercise price of $0.80 per share, which are owned by Algomizer Ltd.which are currently exercisable or will become exercisable

within 60 days of December 31, 2019.

an exercise price of $0.80 per share, which are currently exercisable or will become exercisable within 60 days of December

number of shares shown as beneficially owned by this stockholder is based on its Schedule 13G filed on February 8, 2021.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORS INDEPENDENCE

Related Party Transactions

December 18, 2020, L.I.A.

Pure Capital Ltd.

(“Pure Capital”), together with other Investors, entered into the Stock

Subscription Agreement, pursuant to which Pure Capital was issued 1,000,000 shares of Common Stock in exchange for an investment

of $10,000, at a purchase price of US$0.01 per share.

Additionally, Pure Capital, together with other Investors, entered into

the Loan Agreement, pursuant to which Pure Capital lent $23,000 and we repaid the interest on that amount in the form of an issuance

of 184,000 shares of Common Stock to Pure Capital, at a price per share of $0.01.

The shares of Common Stock were issued to the

Investors pursuant to Regulation S of the Securities Act of 1933, as amended.

PRINCIPAL ACCOUNTING FEES AND SERVICES

6 unchanged sentences

Accounting Fees

following table presents the fees for professional audit services rendered by (a) (i) Halperin Ilanit CPA and (ii) Brightman Almagor

for the audit of the Registrant’s annual financial statements for the year ended December 31, 2019;

fees billed for other services rendered by (i) Halperin Ilanit CPA for the Registrant’s fiscal period beginning July 6,

2018 and ending November 7, 2019 and (ii) Brightman Almagor Zohar & Co.

for the Registrant’s fiscal period beginning

November 7, 2019 and ending December 31, 2019;

and (c) the aggregate fees billed in each of the last two fiscal years as pertaining

to, among others, tax compliance, tax advice and tax planning conferred to the Registrant.

following table presents the fees for professional audit services rendered by (a) Brightman Almagor Zohar & Co.

for the audit

of the Registrant’s annual financial statements for the year ended December 31, 2020;

(b) professional audit services rendered

by (i) Halperin Ilanit CPA and (ii) Brightman Almagor Zohar & Co.

for the audit of the Registrant’s annual financial

statements for the year ended December 31, 2019;

for the Registrant’s fiscal period beginning November 7, 2019 and ending December 31, 2019;

and (c) the aggregate fees

billed in each of the last two fiscal years as pertaining to, among others, tax compliance, tax advice and tax planning conferred

to the Registrant.

Audit fees (1)

Audit-related fees (3)

Tax -related fees (5)

fees consist of audit and review services, consents and review of documents filed with the SEC.

Fees consists of $12,500 in connection with the services rendered by Halperin Ilanit CPA, and $30,000 in connection with the

services rendered by Brightman Almagor Zohar & Co Audit-related fees.

Audit-related

-related fees (6)

Audit fees consist

of audit and review services, consents and review of documents filed with the SEC.

Audit Fees consists

fees consist of assistance and discussion concerning financial accounting and reporting standards and other accounting issues

in connection with the Share Exchange Agreement.

of $2,000 in connection with the services rendered by Halperin Ilanit CPA, and $58,000 in connection with the services rendered

by Brightman Almagor Zohar & Co Audit-related fees.

Consists of $14,260

in connection with the services rendered by Halperin Ilanit CPA.

Audit-related fees

consist of assistance and discussion concerning financial accounting and reporting standards and other accounting issues in

connection with the share Exchange agreement.

Consists of $ 2,000

in connection with the services rendered by Halperin Ilanit CPA, and $58,000 in connection with the services rendered

by Brightman Almagor Zohar & Co.

Tax fees consist

of, among other items, preparation of federal and state tax returns, review of quarterly estimated tax payments, Israeli tax

rulings, consultation concerning tax compliance issues, and services rendered for purposes of a tax ruling filed with government

agencies and institutions in connection with the Recapitalization Transaction rendered by Brightman Almagor Zohar &

fees consist of, among other items, preparation of federal and state tax returns, review of quarterly estimated tax payments,

Israeli tax rulings, consultation concerning tax compliance issues, and services rendered for purposes of a tax ruling filed

with government agencies and institutions in connection with the Recapitalization Transaction.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

by reference is identified by a parenthetical reference to the SEC filing that included such document.

of Incorporation (incorporated by reference to the our registration statement on Form S-1 filed with the SEC on August 5,

of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K

filed with the SEC on July 25, 2019)

(incorporated by reference to our registration statement on Form S-1 filed with the SEC on August 5, 2015)

of Registrant’s Securities

of Warrant by and between the Company and Algomizer Ltd., dated July 25, 2019 (incorporated by reference to Exhibit 4.1 to

our Current Report on Form 8-K filed with the SEC on July 25, 2019)

Exchange Agreement between the Company and Algomizer Ltd., dated February 7, 2019 (incorporated by reference to Exhibit 10.1

to the Company’s Current Report on Form 8-K, filed February 7, 2019)

Amendment to the Share Exchange Agreement between the Company and Algomizer Ltd., dated July 24, 2019 (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 25, 2019)

Employee Incentive Plan (incorporated by reference to the Registrant’s annual report on Form 10-K for the fiscal year

ended December 31, 2017, filed with the SEC on April 17, 2018)

Certificate of Incorporation (incorporated by reference to the Registrant’s registration statement on Form S-1 filed with the SEC on August 5, 2015)

Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 25, 2019)

Bylaws (incorporated by reference to the Registrant’s registration statement on Form S-1 filed with the SEC on August 5, 2015)

Description of Registrant’s Securities (incorporated by reference to the Registrant’s annual report on Form 10-K filed for the fiscal year ended December 31, 2019 with the SEC on March 20, 2020)

Form of Warrant by and between the Company and Gix Ltd., dated July 25, 2019 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 25, 2019)

2017 Employee Incentive Plan (incorporated by reference to the Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on April 17, 2018)

Form of Stock Subscription Agreement between the Company and the investors set forth therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 21, 2020)

Form of Loan Agreement between the Company and the investors set forth therein (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 21, 2020)

Subsidiaries of the Registrant

16 unchanged sentences

Financial Officer and Director

Financial Officer)

Financial Officer and Director

Accounting Officer)

Financial and Accounting Officer)

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-K

Item 9A. Controls and Procedures