What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2021-11-15 · 276 added, 246 removed, 126 unchanged (81% of the section changed)

FINANCIAL STATEMENTS

(Formerly known as Virtual Crypto Technologies, Inc.)

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

CONSOLIDATED BALANCE SHEETS (Unaudited)

dollars in thousands (except share data)

and cash equivalents

accounts receivable

As of March 31

As of December 31

CURRENT ASSETS

Cash and cash equivalents

Trade receivables

Other accounts receivable

Prepaid expenses

Total current assets

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

CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.)

BALANCE SHEETS (Unaudited) (Cont.)

dollars in thousands (except share data)

AND STOCKHOLDERS’ DEFICIT

accounts payables and accrued liabilities

to parent company

As of March 31

As of December 31

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

and contingencies

STOCKHOLDERS’

Common stock of $ 0.0001

par value - Authorized:

Trade payables

Other accounts payables and accrued liabilities

Parent company loan

Short term loan

Total current liabilities

Commitments and contingencies

STOCKHOLDERS’ DEFICIT

Share Capital

Ordinary shares 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

stockholders’ deficit

liabilities and stockholders’ deficit

34,753,669 shares as of March 31, 2022;

and December 31, 2021

Additional paid-in capital

Accumulated deficit

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

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 nine months

the three months

and development

and marketing

and administrative

from sale of a subsidiary

income (expenses), net

per share - basic and diluted

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

For the three months ended March 31

Cost of revenues

Operating expenses:

Research and development

Selling and marketing

General and administrative

Other expenses

Operating loss

Financial expenses, net

Loss before tax

Taxes on income

Loss per share - basic and diluted

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

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited)

dollars in thousands (except share data)

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

Ordinary shares

Additional paid-in

Total stockholders’

Balance as of January 1, 2022

Net loss for the period

Balance as of March 31, 2022

Ordinary shares

Additional paid-in

Total stockholders’

Balance as of January 1, 2021

Net loss for the period

Balance as of March 31, 2021

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

dollars in thousands (except share data)

the nine months

the three months

flows from operating activities

loss for the period

to reconcile net loss to net cash provided by (used in) operating activities:

from sale of a subsidiary

in assets and liabilities:

(increase) in prepaid expenses

(increase) in other receivables

(decrease) in trade payables

expenses from short-term loans

in other accounts payables

in payable to parent company

cash used by operating activities

flows from investing activities

received from sale of a subsidiary

cash provided by Investing activities

in cash and cash equivalents and restricted cash

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

from sale of a subsidiary

received from the sale of a subsidiary

For the three months ended March 31

Cash flows from operating activities

Net loss for the period

Adjustments to reconcile net loss to net cash (used in)

operating activities:

Finance expense

Changes in current assets and liabilities:

Increase in trade receivables

Decrease prepaid expenses

Decrease in other receivables

Increase (decrease) in trade payables

Decrease in other accounts payables and accrued liabilities

Increase in loan from parent company

Net cash used in operating activities

Cash flows from investing activities

Net cash provided by Investing activities

Decrease in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

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

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

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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”).

On February 7, 2019, the Company entered

into a share exchange agreement (the “Share Exchange Agreement”) with Gix Internet Ltd.

(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.

In 2015 the Company changes its name to Emerald Medical Applications Corp.

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

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

sale of cryptocurrencies.

Effective as of March 7, 2018, the Company’s name was changed from Emerald Medical Applications Corp.

to Virtual Crypto Technologies, Inc.

to reflect its new operations and business focus.

Israel ceased its business operation prior to consummation of the Recapitalization Transaction.

On January 27, 2020, VCT Israel was sold

to a third party for NIS 50,000 ($ 14,459 ).

February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement” or the “Recapitalization

Transaction”) with Gix Internet Ltd., an company organized under the laws of the State of Israel (“Gix”), pursuant

to which, Gix assigned, transferred and delivered its 99.83 % holdings in Viewbix Ltd., a company organized under the laws of the State

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

in Viewbix Israel becoming a subsidiary of the Company.

In connection with the Share Exchange Agreement, effective as of August 7, 2019,

the Company’s name was changed 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.

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.

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.

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

December 5, 2021, the Company entered into a certain Agreement and Plan of Merger (the “Merger Agreement” or the “Gix

Merger”) with Gix Media Ltd., an Israeli company and the majority-owned subsidiary of Gix (“Gix Media”) and Vmedia

Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of the Company (“Merger Sub”) (see also note 1.D).

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

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.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1 unchanged sentence

Medical Applications Ltd.

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

the Company’s wholly-owned subsidiary.

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

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

analytics for the detection of skin cancer.

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

Medical Applications Ltd., the Company’s wholly-owned subsidiary (“Emerald Israel”) was engaged in the business of

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

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

On January 29, 2018, the Company ceased the DermaCompare operations

of its former subsidiary.

May 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney as special

executor for Emerald Israel.

Crypto Technologies Ltd.

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

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

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

Israel ceased its business operation prior to consummation of the Recapitalization Transaction.

On January 27, 2020, Virtual Crypto Israel

was sold to a third party for NIS 50,000 ($ 14,459 ).

Subscription Agreement and Loan Agreement

7 unchanged sentences

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

with Gix Media Ltd.

December 5, 2021, the Company entered into the Merger Agreement with Gix Media and Merger Sub, pursuant to which, following the Gix Merger,

and upon satisfaction of additional closing conditions, Merger Sub will merge with and into Gix Media, with Gix Media being the surviving

entity and wholly-owned subsidiary of the Company.

As of the March 31, 2022 (“Reporting Date”), the closing conditions of

the Merger Agreement have not been fulfilled yet (see note 11).

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

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.

Going Concern

Company has incurred $ 169 in

net loss for the three months ended March 31, 2022 and $ 80

in net loss for the three months ended March

The Company has $ 2,449 stockholders’

deficit as of March 31, 2022 and $ 2,158

in stockholders’ deficit as of March 31, 2021 and $ 17

in negative cash flows from operations for the

three months ended March 31, 2022 and $ 14

in negative cash flows from operations for the

three months ended March 31, 2021.

Since January 2020, the Company has significantly reduced its operations and expenses of Viewbix Israel.

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.

5 unchanged sentences

the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.

SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

significant accounting policies used in the preparation of the financial statements are as follows:

of Presentation and Principles of Consolidation:

15 unchanged sentences

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 September 30, 2021 are not necessarily indicative of the results for the year ending December

The results for the three months ended March 31, 2022 are not necessarily indicative of the results for the year ending December 31,

2021, or for any future period.

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.

of March 31, 2022, there have been no material changes in the Company’s significant accounting policies from those that were disclosed

in the 2021 Annual Report.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

OTHER ACCOUNTS RECEIVABLES

SCHEDULE OF OTHER ACCOUNTS RECEIVABLES COMPOSITION

OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

SCHEDULE OF OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Other payables

Accrued liabilities

Total other accounts payables

PAYABLE TO PARENT COMPANY

SCHEDULE OF PAYABLE TO PARENT COMPANY

– Parent Company Payable

OF PAYABLE TO PARENT COMPANY

As of March 31

As of December 31

Gix – Company Loan

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 terms were included in the agreement pursuant to the above:

The following term were included in the agreement pursuant to the above:

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

3 unchanged sentences

to the Company.

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

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

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

amounts were paid by the Company to Gix during 2020 to the Reporting Date.

Company entered into an agreement with Gix, its parent company, pursuant to which, effective as of December 31, 2021, the parent company

payable was modified into a loan, which may be increased from time to time, upon the written mutual consent of the Company and Gix (the

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

SHORT TERM LOAN

COMPANY LOAN (Cont.):

Gix Loan bears interest at a rate (see also note 7) equivalent to the minimal interest rate recognized and attributed by the Israel Tax

Authority and will be repaid, together with the accrued interest, in one payment until December 31, 2022, unless extended upon mutual

consent of the Company and Gix Internet.

Company accounted for the modification as an extinguishment of the parent company payable and the issuance of a new debt.

At the Reporting

Date, the loan was recorded at its fair value of $ 2,172 .

At the December 31, 2021 at a fair value of $ 2,116

as of the modification date, with the difference

between the fair value of the loan and the carrying

value of the payable to the Parent Company recorded in the Company’s Consolidated Statement of Changes in Stockholders’ Deficit

, as of the signing of the Gix Loan, as a deemed contribution to the Company by the Parent Company, with a corresponding discount on

the loan, to be amortized as finance expense in the Company’s Consolidated Statements of Comprehensive Loss over the term of the

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.

of the allocation, a discount of $ 19 was recorded on the loan.

The discount is amortized over the term of the loan as finance expense.

as described in note 1c, pursuant to which the Investors lent an aggregate amount of $ 69

(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 of 552,000

shares of Common Stock, at a price per share

Under the Stock Subscription Agreement, the Investors transferred an amount of $ 31

to the company as consideration for the issued

In January 2022, the Investors under the Loan Agreement expressed their intention to convert the Principal Amount to the Company’s

shares of Common Stock, and accordingly, the Company agreed to extend the repayment date.

Company allocated the total proceeds in respect of the shares issued and the Loan was extended based on their_relative

As a result of the allocation, a discount of $ 19

was recorded on the loan.

The discount is amortized

over the term of the loan as finance expense.

allocation of the proceeds to the fair value distribution of the liability and equity components on the transactions date was as follows:

SCHEDULE OF FAIR VALUE DISTRIBUTION OF LIABILITY AND EQUITY COMPONENTS

term loan and prepaid interest

in the company’s shares

% of total fair

composition of short term loan balance as of the transaction is as follows:

SCHEDULE OF COMPOSITION OF SHORT TERM LOAN

on Short term loan

term loan, Net

Principal amount

Discount on Short term loan

Short term loan, Net

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

STOCKHOLDERS’ DEFICIT

STOCKHOLDERS’

SCHEDULE OF COMMON STOCK COMPOSITION

of September 30

of December 31

and outstanding

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 .

shares confer the right to:

(i) participate in the general meetings, to one vote per share for any purpose, to an equal part, on share

basis, (ii) in distribution of dividends and (iii) 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

1 unchanged sentence

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)

STOCKHOLDERS’

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 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:

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 .

The shares of Common Stock were issued to the Investors pursuant to Regulation S of the

Securities Act of 1933, as amended.

For more details, please see note 1c.

following table summarizes information of outstanding warrants as of December 31, 2021:

SUMMARY OF OUTSTANDING WARRANTS

Exercise Price

Class J Warrants

Class K Warrants

Additionally,

4 unchanged sentences

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

During January and March 2020, 50,000 class H warrants

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

During April 2020, 142,857 Class G warrants expired.

During 2020, 50,000 class H warrants, 38,095 class

I warrants and 142,857 Class G warrants expired.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

COMMITMENTS AND CONTINGENCIES –

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

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 .

FINANCIAL (EXPENSES) INCOME, NET

SCHEDULE OF FINANCIAL (INCOME) EXPENSES, NET

the nine months ended

rate differences

Financial (expenses) income, net

the three months ended September 30

rate differences

Financial (expenses) income, net

TAXES ON INCOME

EXPENSES, NET

OF FINANCIAL EXPENSES, NET

For the three months ended

Exchange rate differences

Interests on loans

Company is subject to income taxes under the Israeli and U.S.

rates applicable to the income of the Company:

Israel are taxed according to Israeli tax laws.

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

is taxed according to U.S.

2 unchanged sentences

among other provisions, reduced the U.S.

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

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

ON INCOME (Cont.)

corporate tax rate from 35% to 21%, effective January 1, 2018.Viewbix Israel and Israeli subsidiaries

are taxed according to Israeli tax laws.

The Israeli corporate tax rate is 23 % in the years 2022, 2021, 2020 and onwards.

income taxes:

3 unchanged sentences

SCHEDULE OF DEFERRED INCOME TAXES

loss carryforward

deferred tax asset before valuation allowance

deferred tax asset

of September 30, 2021, the Company has provided valuation allowances of $ 7,130 in respect of deferred tax assets resulting from tax loss

Deferred R&D expenses

Operating loss carryforward

Differences between tax basis and carrying values of loans (see note 4)

Net deferred tax asset before valuation allowance

Valuation allowance

Net deferred tax asset

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

ON INCOME (Cont.)

of March 31, 2022, the Company has provided valuation allowances of $ 7,208 in respect of deferred tax assets resulting from tax loss

carryforward and other temporary differences.

2 unchanged sentences

carryforward tax losses:

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

of March 31, 2022, Viewbix Israel incurred operating losses in Israel of approximately $ 14,263 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 March 31, 2022 the Company generated net operating losses in the U.S.

of approximately $ 18,705 Net operating losses in the U.S.

are available through 2035 .

available through 2035.

Utilization of U.S.

3 unchanged sentences

the expiration of net operating losses before utilization.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

ON INCOME (Cont.)

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

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

(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

LOSS PER SHARE-BASIC AND DILUTED

SCHEDULE OF LOSS PER SHARE-BASIC AND DILUTED

the nine months

the three months

loss attributable to ordinary stockholders

Weighted-average

ordinary shares

per share-basic and diluted

For the three months

ended March 31

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

COVID-19 PANDEMIC IMPLICATIONS

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, 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

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.

PER SHARE-BASIC AND DILUTED

SCHEDULE OF LOSS PER SHARE-BASIC AND DILUTED

For the three months ended

Basic and diluted:

Net loss attributable to ordinary stockholders

Weighted-average ordinary shares

Loss per share-basic and diluted

PANDEMIC IMPLICATIONS

COVID-19 pandemic which originated in China in late 2019, has resulted in a widespread health crisis that has adversely affected businesses,

economies and financial markets worldwide, placed constraints on the operations of businesses, decreased consumer mobility and activity,

and caused significant economic volatility in the United States, Israel and international capital markets.

The COVID-19 pandemic has

caused an economic recession, high unemployment rates and other disruptions, both in the United States, Israel and the rest of the world.

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.

The COVID-19 pandemic has not yet currently adversely affected our business,

however, it is not possible at this time to estimate the full impact that the COVID-19 pandemic, 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.

December 5, 2021, the Company entered into the Merger Agreement with Gix Media and Merger Sub, pursuant to which, following the Gix Merger,

and upon satisfaction of additional closing conditions, Merger Sub will merge with and into Gix Media, with Gix Media being the surviving

entity and wholly-owned subsidiary of the Company.

As of the March 31, 2022 (“Reporting Date”), the closing conditions of

the Merger Agreement have not been fulfilled yet.

to the terms and conditions of the Merger Agreement, at the Merger Effective Date (as defined in the Merger Agreement) all outstanding

ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) will be converted into shares of Common Stock,

such that immediately following the Gix Merger, holders of Gix Media Shares will hold 90% of the Company’s capital stock on a fully

diluted basis.

The Merger Agreement contains customary representations, warranties and covenants made by each of the Company, Gix Media

and Merger Sub.

December 21, 2021, the shareholders of each of Gix Media and Merger Sub approved the Merger Agreement.

Consummation of the Gix Merger

is subject to certain additional closing conditions, including, among other things, (i) the Company filing an amendment to its certificate

of incorporation to change the Company’s name to “Gix Media, Inc.”, (ii) obtaining approval from certain third parties,

including the approval of Bank Leumi due to certain liens registered in its favor against ordinary shares of Gix Media;

(iii) conversion

of the Company’s outstanding convertible instruments into restricted shares of Common Stock and (iv) obtaining a tax pre-ruling

from the Israeli Tax Authority relating to the Agreement.

connection with the Gix Merger, on February 13, 2022, the requisite majority of the Company’s stockholders approved certain amendments

to the Company’s certificate of incorporation, including, but not limited to (i) a name change from “Viewbix Inc.”

to “Gix Media, Inc.”, (ii) a

reverse stock split of the Company’s common Stock at a ratio of 1-for-28 (the “Planned Reverse Split”) ,

(iii) a staggered board structure, and (iv) certain other provisions therein.

Pursuant to the Planned Reverse Stock Split, each twenty-eight

(28) shares of the Company’s common stock will be automatically converted, without any further action by the stockholders, into

one share of the Company’s common stock.

No fractional shares will be issued as the result of the reverse stock split.

each stockholder will be entitled to receive one share of common stock in lieu of the fractional share that would have resulted from

the reverse stock split.

Company intends to effect the foregoing amended and restated certificate of incorporation upon the closing of the Gix Merger, thus, as

of the Reporting Date the Planned Reverse Stock Split has not been effected.

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