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Item 2. Management’s Discussion and Analysis

2022-05-16 compared with 2021-11-15 · 64 added, 105 removed, 85 unchanged (67% of the section changed)

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

statements as of September 30, 2021 and 2020, and the related statements of comprehensive loss, statement of changes in stockholders’

statements as of March 31, 2022 and 2021, 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

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as well as the effectiveness of its messaging.

Exchange Agreement

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

(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.

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”).

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.

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.

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 (a) 3,649,318 of such warrants to purchase shares of Common Stock were issued with an exercise

price of $0.48, and (b) 3,649,318 of such warrants to purchase shares of Common Stock were issued with an exercise price of $0.80.

the Closing Date, Viewbix Israel became a subsidiary of the Registrant.

Viewbix Israel was incorporated in February 2006 in Israel.

June 6, 2020, Algomizer Ltd.

changed its name to Gix Internet Ltd.

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

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.

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 as well.

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.

with Gix Media Ltd.

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

Ltd., an Israeli company and the majority-owned subsidiary of Gix Internet Ltd.

(“Parent Company”), in the field of MarTech

(Marketing Technology) solutions, primarily search and content monetization (“Gix Media”) and Vmedia Merger Sub Ltd., an

Israeli company and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, following the Merger (as defined

herein), 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 (the “Gix Merger”).

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 also contains customary representations, warranties and covenants

made by each of the Company, Gix Media and Merger Sub.

the Gix Merger, the board of directors of the Company is expected to consist of six (6) directors and will be comprised of four (4) new

directors to be appointed by Gix Media, who will join the Company’s two currently-serving directors, Amihay Hadad and Alon Dayan.

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 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.

The Company intends to effect the

foregoing amended and restated certificate of incorporation upon the closing of the Gix Merger.

Additionally, on February 25, 2022, the

Company filed a Schedule 14C Information Statement with the SEC, whereby it reported the foregoing approvals by the requisite majority

of the Company’s stockholders.

of Operations

of Operations During the Three Months Ended September 30, 2021 as Compared to the Three Months Ended September 30, 2020

revenues were $7 thousand for the three months ended September 30, 2021, compared to $17 thousand during the same period in the prior

The reason for the decrease in the three months ended September 30, 2021 is due to the fact that beginning on January 1, 2020,

the Company announced and began implementing certain cost reduction measures.

research and development expenses were $19 thousand for the three months ended September 30, 2021, as compared to $0 thousand during

the same period in the prior year.

The reason for the increase in the three months ended September 30, 2021 is due to the fact that the

Company hired a new research and development team during the second half of 2020.

general and administrative expenses increased to $79 thousand for the three months ended September 30, 2021 as compared to $70 thousand

during the same period in the prior year.

The reason for the increase during the three months ended September 30, 2021 is due to the

payment of legal fees in connection with the Emerald Israel lawsuit (for additional information, please refer to Part II, Item 1 “Legal

Proceedings” in this Quarterly Report), which was dismissed during the three months ended September 30, 2021.

net financial expenses were $5 thousand for the three months ended September 30, 2021, compared to net financial income of $11 thousand

during the same period in the prior year.

The reason for the increase in the three months ended September 30, 2021 is due to the US dollar

exchange rate decrease during the three months ended September 30, 2021 as compared the same period in the prior year.

tax on income was $1 thousand for the three months ended September 30, 2021, slightly increase as compared to $0 thousand during the

same period in the prior year.

of Operations During the Nine Months Ended September 30, 2021 as Compared to the Nine Months Ended September 30, 2020

revenues were $32 thousand for the nine months ended September 30, 2021, compared to $86 thousand during the same period in the prior

The reason for the decrease in the nine months ended September 30, 2021 is due to the fact that beginning on January 1, 2020, the

Company announced and began implementing certain cost reduction measures.

cost of revenues were $0 thousand for the nine months ended September 30, 2021, which is a slight decrease compared to $5 thousand during

the same period in the prior year.

research and development expenses were $47 thousand for the nine months ended September 30, 2021, as compared to $59 thousand during

the same period in the prior year.

The reason for the decrease in the nine months ended September 30, 2021 is due to the fact that beginning

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

selling and marketing expenses were $2 thousand for the nine months ended September 30, 2021, which is a slight decrease as compared

to $8 thousand during the same period in the prior year.

general and administrative expenses increased to $221 thousand for the nine months ended September 30, 2021 as compared to $339 thousand

during the same period in the prior year.

The reason for the decrease in the nine months ended September 30, 2021 is due to the fact

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

net financial expenses was $16 thousand for the nine months ended September 30, 2021, compared to net financial income of $8 thousand

during the same period in the prior year.

The reason for the financial increase in the nine months ended September 30, 2021 is due to

the US dollar exchange rate decrease during the nine months ended September 30, 2021 as compared the same period in the prior year.

tax on income was $2 thousand for the nine months ended September 30, 2021 and for nine months ended September 30, 2020.

of Operations During the Three Months Ended March 31, 2022 as Compared to the Three Months Ended March 31, 2021

revenues were $1 thousand for the three months ended March 31, 2022, compared to $8 thousand during the three months ended March 31,

The reason for the decrease during the three months ended March 31, 2022 is due to the Company’s cost-reduction measures

that were initially implemented beginning on January 1, 2021.

research and development expenses were $14 thousand for the three months ended March 31, 2022, which is a slight decrease as compared

to $16 thousand during the three months ended March 31, 2021.

selling and marketing expenses were $0 thousand for the three months ended March 31, 2022, which is a slight decrease as compared to

$2 thousand during the three months ended March 31, 2021.

general and administrative expenses were $68 thousand for the three months ended March 31, 2022, slight increase as compared to the $63

thousand for the three months ended March 31, 2021.

other expenses were $13 thousand for the three months ended March 31, 2022, compared to $0 thousand during the three months ended March

Our other expenses are due to expenses in connection with the Merger Agreement.

net financial expenses were $75 thousand for the three months ended March 31, 2022, compared to net financial income of $7 thousand during

the three months ended March 31, 2021.

The reason for the increase during the three months ended March 31, 2022 is due to certain

financial expenses in connection with the loan to the Parent Company, which was signed during the quarter ended December

and Capital Resources

of September 30, 2021, we had current assets of $180 thousand consisting of $102 thousand in cash and cash equivalents, $40 thousand

in trade receivables, $28 thousand in other accounts receivables and, $10 thousand in prepaid expenses.

of September 30, 2021, we had $2,514 thousand in current liabilities consisting of 5$ in trade payables , $219 in other accounts payable

and accrued liabilities, $64 Short term loan, and $2,226 payable to our parent company.

of March 31, 2022, we had current assets of $115 thousand consisting of $57 thousand in cash and cash equivalents, $9 thousand in trade

receivables, $21 thousand in other accounts receivables and $28 thousand in prepaid expenses.

of March 31, 2022, we had $2,564 thousand in current liabilities consisting of $16 in trade payables, $239 in other accounts payable

and accrued liabilities, $69 in short term loans and a loan to the Parent Company in the amount of $2,240.

of December 31, 2021, we had current assets of $156 thousand consisting of $74 thousand in cash and cash equivalents, $8 thousand in

other receivables, $15 thousand in trade receivables and $42 thousand in prepaid expenses.

We had $2,303 thousand in current liabilities,

which consisted of $177 in accounts payable and accrued liabilities, $22 trade payable, $2,054 payable to our parent company and $50

in Short term loan.

had a negative working capital of $2,334 thousand and $2,078 thousand as of September 30, 2021 and December 31, 2020, respectively.

the nine months ended September 30, 2021, we had negative cash flow from operations of $46 thousand, which was mainly the result of a

net loss of $256 thousand, offset by increase in working capital of $210.

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

net loss of $311 thousand, offset by increase in working capital of $274.

trade receivables, $30 thousand in other accounts receivables and $44 thousand in prepaid expenses.

As of December 31, 2021, we had $2,436

thousand in current liabilities consisting of $9 in trade payables, $242 in other accounts payable and accrued liabilities, $69 in short

term loans, and a loan to the Parent Company in the amount of $2,116.

had a negative working capital of $2,449 thousand and $2,280 thousand as of March 31, 2022 and December 31, 2021, respectively.

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

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on attractive terms, the Company may be required to delay, limit, reduce or terminate the operations of some or all of its business segments.

Company has incurred $256 in net losses 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.

Company has incurred $169 in net losses 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 total stockholders’ deficit as

of March 31, 2021.

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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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 2. Management’s Discussion and Analysis