What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-12 · 143 added, 186 removed, 229 unchanged (59% of the section changed)

2 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Interim Condensed Consolidated Balance Sheets (unaudited) Interim Condensed Consolidated Balance Sheets (unaudited)

Interim Condensed Consolidated Statements of Comprehensive Loss (unaudited)

Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

Interim Condensed Consolidated Statements of Cash Flows (unaudited)

Notes to the Interim Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets (unaudited)

Condensed Consolidated Statements of Comprehensive Loss (unaudited)

Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

Condensed Consolidated Statements of Cash Flows (unaudited)

to the Interim Condensed Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS (Unaudited)

dollars in thousands (except share data)

of December 31

and cash equivalents

2 unchanged sentences

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

BALANCE SHEETS (Unaudited) (Cont.)

CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.)

dollars in thousands (except share data)

of December 31

AND STOCKHOLDERS’ DEFICIT

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STOCKHOLDERS’

stock of $ 0.0001

Common stock of $ 0.0001

par value - Authorized:

490,000,000 shares;

Issued and outstanding:

34,753,669 shares as of December 31, 2020;

and September 30,

paid-in capital

2 unchanged sentences

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

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

dollars in thousands (except share data)

the six months

ended June 30

the nine months

the three months

ended June 30

and development

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from sale of a subsidiary

expenses, net

income (expenses), net

per share - basic and diluted

average number of common stock outstanding used in the computations of loss per share (in thousands) (*)

average number of common stocks outstanding used in the computations of loss per share (in thousands)

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

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited)

dollars in thousands (except share data)

Additional paid-in

Total shareholders’

Balance as of January 1, 2021

Net loss for the period

Balance as of June 30, 2021

Additional paid-in

Total shareholders’

Balance as of April 1, 2021

Net loss for the period

Balance as of June 30, 2021

Additional paid-in

Total shareholders’

Balance as of January 1, 2020

Net loss for the period

Balance as of June 30, 2020

Additional paid-in

Total shareholders’

Balance as of April 1, 2020

Net loss for the period

Balance as of June 30, 2020

shareholders’

as of January 1, 2021

loss for the period

as of September 30, 2021

shareholders’

as of July 1, 2021

loss for the period

as of September 30, 2021

shareholders’

as of January 1, 2020

loss for the period

as of September 30, 2020

shareholders’

as of July 1, 2020

loss for the period

as of September 30, 2020

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

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS

dollars in thousands (except share data)

the six months

the nine months

the three months

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in payable to parent company

cash provided by (used in) operating activities

cash used by operating activities

flows from investing activities

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in cash and cash equivalents and restricted cash

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

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

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

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

Supplemental Cash Flow Information:

of February 12

assets excluding cash and cash equivalents

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Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald Israel”).

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 On February 7, 2019, the Company entered

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.

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.

(TASE:GIX, formerly

known as Algomizer Ltd.), 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.

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 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.

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 .

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.

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

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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.

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

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.

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

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

Organizational

Background (Cont.)

Company and its subsidiaries are collectively referred to as the “Company”.

Viewbix Israel was incorporated on February 2006

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.

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

Medical Applications Ltd.

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Subscription Agreement and Loan Agreement

December 18, 2020, the Company entered into a Stock Subscription Agreement (the “Subscription”) with certain investors

(the “Investors”) in connection with the sale and issuance of an aggregate of 3,000,000

shares of Common Stock, at a purchase price of

per share, and for an aggregate purchase price

of $ 30,000 .

In addition, and on the same date, the Company entered into a Loan Agreement (the “Loan”) with the Investors, pursuant

to which the Investors lent an aggregate of $ 69,000

(the “Principal Amount”).

In accordance

with the terms of the Loan, the Company repaid the interest on the Principal Amount ( 8 %

compounded annually) to the Investors in the

form of an issuance of an aggregate of 552,000

shares of Common Stock, at a price per share

The shares of Common Stock were issued to the Investors pursuant to Regulation S of the Securities Act of 1933, as amended.

December 18, 2020, the Company entered into a Stock Subscription Agreement (the “Subscription”) with certain investors (the

“Investors”) in connection with the sale and issuance of an aggregate of 3,000,000 shares of Common Stock, at a purchase

price of $ 0.01 per share, and for an aggregate purchase price of $ 30,000 .

In addition, and on the same date, the company entered into

a Loan Agreement (the “Loan”) with the Investors, pursuant to which the Investors lent an aggregate of $ 69,000 (the “Principal

In accordance with the terms of the Loan, the company repaid the interest on the Principal Amount ( 8 % compounded annually)

to the Investors in the form of an issuance of an aggregate of 552,000 shares of Common Stock, at a price per share of $0.01.

of Common Stock were issued to the Investors pursuant to Regulation S of the Securities Act of 1933, as amended.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

Company has incurred $ 159 in

net loss for the six months ended June 30 2021 has $ 2,237 stockholders’

deficit as of June 30, 2021 and $ 2,078 in

total stockholders’ deficit as of December 31, 2020.

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 $ 256 in net loss for the nine months ended September 30 2021 has $ 2,334 stockholders’ deficit as of September

30, 2021 and $ 2,078 in total stockholders’ deficit as of December 31, 2020 .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.

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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 months ended June 30, 2021 are not necessarily indicative of the results for the year ending December 31,

.The results for the three months ended September 30, 2021 are not necessarily indicative of the results for the year ending December

31, 2021, or for any future period.

of June 30, 2021, there have been no material changes in the Company’s significant accounting policies from those that were disclosed

in the 2020 Annual Report.

of September 30, 2021, there have been no material changes in the Company’s significant accounting policies from those that were

disclosed in the 2020 Annual Report.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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SCHEDULE OF OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

other accounts payables

Total other accounts payables

PAYABLE TO PARENT COMPANY

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the closing date, the actual expenses incurred by Gix related to the Company will be charged to the Company.

No amounts were

paid by the Company to Gix during 2021 and 2020.

amounts were paid by the Company to Gix during 2021 and 2020.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1 unchanged sentence

SHORT TERM LOAN

December 18, 2020, the Company entered into the Loan and Subscription with certain Investors as described in note 1e, pursuant

to which the Investors lent the Principal Amount.

In accordance with the terms of the Loan, the Company prepaid the interest on

the Principal Amount of 8 %

compounded annually to the Investors as an issuance

shares of Common Stock, at a price per share

Under the Stock Subscription Agreement, the Investors transferred an amount of $ 30,587

to the Company as consideration for the

issued shares.

December 18, 2020, the company entered into a Loan Agreement (the “Loan”) and Stock Subscription Agreement with certain Investors

as described in note 1e, pursuant to which the Investors lent an aggregate amount of $ 69,000 (the “Principal Amount”).

accordance with the terms of the Loan, the company prepaid the interest on the Principal Amount of 8 % compounded annually to the Investors

as an issuance of 552,000 shares of Common Stock, at a price per share of $ 0.01 .

Under the Stock Subscription Agreement, the Investors

transferred an amount of $ 30,587 to the company as consideration for the issued shares.

Company allocated the total proceeds in respect of the shares issued and the Loan extended based on its relative fair values.

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Stockholders’

OF COMMON STOCK COMPOSITION

SCHEDULE OF COMMON STOCK COMPOSITION

of September 30

of December 31

1 unchanged sentence

and outstanding

stock confers

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 otherwise provided by law.

Some investors have standard anti-dilutive rights, registration

rights, and information and representation rights.

December 18, 2020, the Company entered into the Subscription with the Investors in connection with the sale and

issuance of an aggregate of 3,000,000

shares of Common Stock, at a purchase price of

per share, and for an aggregate purchase price

of $ 30,000 .

In addition, and on the same date, the Company entered into the Loan with the Investors, pursuant to which the Investors lent

the Principal Amount.

In accordance with the terms of the Loan, the Company repaid the interest on the Principal Amount,

compounded annually to the Investors,

in the form of an issuance of an aggregate of 552,000

shares of Common Stock, at a price per share

The shares of Common Stock were issued to the Investors pursuant to Regulation S of the Securities Act of 1933, as amended.

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 .

December 18, 2020, the company entered into a Stock Subscription Agreement (the “Subscription”) with certain investors (the

“Investors”) in connection with the sale and issuance of an aggregate of 3,000,000 shares of Common Stock, at a purchase

price of $ 0.01 per share, and for an aggregate purchase price of $ 30,000 .

In addition, and on the same date, the company entered into

a Loan Agreement (the “Loan”) with the Investors, pursuant to which the Investors lent an aggregate of $ 69,000 (the “Principal

In accordance with the terms of the Loan, the company repaid the interest on the Principal Amount 8 % compounded annually

to the Investors in the form of an issuance of an aggregate of 552,000 shares of Common Stock, at a price per share of $ 0.01 .

of Common Stock were issued to the Investors pursuant to Regulation S of the Securities Act of 1933, as amended.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

2 unchanged sentences

DEFICT (Cont.)

detailed in Note 1, as part of the Recapitalization Transaction in July 2019, the Company issued 30,928,620

common shares in exchange for 99.83 %

of the issued and outstanding common stock

and all the preferred shares of 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.

following table summarizes information of outstanding warrants as of June 30, 2021:

detailed in Note 1, as part of the Recapitalization Transaction in July 2019, the Company issued 30,928,620 common shares in exchange

for 99.83 % of the issued and outstanding ordinary shares and all the preferred shares of 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.

following table summarizes information of outstanding warrants as of September 30, 2021:

SUMMARY OF OUTSTANDING WARRANTS

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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 $ 225 ,

under the assertion of wrongful termination by the Company and Emerald Israel.

Company filed its response with the Tel Aviv Court in October of 2017.

the Company claiming certain damages in the total amount of $ 225 , under the assertion of wrongful termination by the Company and Emerald

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.

In a supplemental hearing on February 11, 2021 the former CEO provided data regarding his claims.

On March 11, 2021 the former

CEO filed his summaries.

The Company’s summaries filed on May, 2021.

On June 3, 2021, and after the summaries were filed,

the lawsuit against Emerald Israel was dismissed by the Tel Aviv Court .

In a supplemental hearing

on February 11, 2021 the former CEO provided data regarding his claims.

On March 11, 2021 the former CEO filed his summaries.

The Company’s

summaries filed on May, 2021.

On June 3, 2021, and after the summaries were filed, the lawsuit against Emerald Israel was dismissed by

the Tel Aviv Court .

FINANCIAL (EXPENSES) INCOME, NET

OF FINANCIAL (INCOME) EXPENSES, NET

the six months ended June 30

SCHEDULE OF FINANCIAL (INCOME) EXPENSES, NET

the nine months ended

rate differences

the three months ended June 30

Financial (expenses) income, net

the three months ended September 30

rate differences

Financial (expenses) income, net

TAXES ON INCOME

8 unchanged sentences

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

ON INCOME (Cont.)

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deferred tax asset

of June 30, 2020, the Company has provided valuation allowances of $ 7,062 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, 2021, the Company has provided valuation allowances of $ 7,130 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

carryforward tax losses:

of June 30, 2021, Viewbix Israel incurred operating losses in Israel of approximately $ 13,801

which may be carried forward and offset against

taxable income in the future for an indefinite period.

of June 30, 2021, the Company generated net operating losses in the U.S.

of approximately $ 18,494 .

operating losses in the U.S.

of September 30, 2021 Viewbix Israel incurred operating losses in Israel of approximately $ 14,042 which may be carried forward and offset

against taxable income in the future for an indefinite period.

of September 30, 2021 the Company generated net operating losses in the U.S.

of approximately $ 18,522 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.

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.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1 unchanged sentence

ON INCOME (Cont.)

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

SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME

the six months ended June 30

the three months ended June 30

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

the nine months ended September 30

the three months ended September 30

Total loss before taxes on income

1 unchanged sentence

SCHEDULE OF LOSS PER SHARE-BASIC AND DILUTED

the six months

the nine months

the three months

1 unchanged sentence

Weighted-average

ordinary shares

per share-basic and diluted

8 unchanged sentences

at this stage, it is clear that it has affected the lives of a large portion of the global population.

As of June 30, 2021, 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.

As of September 30, 2021, 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

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

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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