What changed in this filing

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Item 1. Financial Statements

2022-08-15 compared with 2022-05-16 · 168 added, 156 removed, 246 unchanged (57% of the section changed)

8 unchanged sentences

dollars in thousands (except share data)

As of March 31

As of December 31

6 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)

As of March 31

As of December 31

6 unchanged sentences

Total current liabilities

Commitments and contingencies

STOCKHOLDERS’ DEFICIT

3 unchanged sentences

Issued and outstanding:

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

34,753,669 shares as of June 30, 2022;

and December 31, 2021

7 unchanged sentences

dollars in thousands (except share data)

For the three months ended March 31

the six months ended

the three months ended

Cost of revenues

9 unchanged sentences

Loss per share - basic and diluted

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

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

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)

1 unchanged sentence

Additional paid-in

Total stockholders’

Total shareholders’

Balance as of January 1, 2022

Net loss for the period

Balance as of March 31, 2022

Balance as of June 30, 2022

Ordinary shares

Additional paid-in

Total stockholders’

Total shareholders’

Balance as of April 1, 2022

Net loss for the period

Balance as of June 30, 2022

Ordinary shares

Additional paid-in

Total shareholders’

Balance as of January 1, 2021

Net loss for the period

Balance as of March 31, 2021

Balance as of June 30, 2021

Ordinary shares

Additional paid-in

Total shareholders’

Balance as of April 1, 2021

Net loss for the period

Balance as of June 30, 2021

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

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

dollars in thousands (except share data)

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

dollars in thousands

the six months ended

the three months ended

flows from operating activities

loss for the period

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

expenses on loans

in assets and liabilities:

in trade receivables

(increase) in prepaid expenses

(increase) in other accounts receivable

(decrease) in trade payables

in other accounts payable and accrued liabilities

in parent company loan

cash used in operating activities

flows from investing activities

cash provided by Investing activities

flows from financing activities

cash provided by financing activities

in cash and cash equivalents

and cash equivalents at the beginning of the period

and cash equivalents at the end of the period

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

8 unchanged sentences

in Delaware under the name of Zaxis International, Inc.

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

In 2015 the Company changed 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

8 unchanged sentences

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

Transaction”) with Gix Internet Ltd., a 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.

3 unchanged sentences

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”.

17 unchanged sentences

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.

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

share of $ 0.01 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 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.

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,

On 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”).

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).

As of June 30, 2022, the closing conditions of the Merger Agreement have not been

fulfilled yet (see note 12).

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

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.

Company has incurred $ 337 in net loss for the six months ended June 30, 2022 and $ 159 in net loss for the six months ended June 30, 2021.

The Company has $ 2,617 stockholders’ deficit as of June 30, 2022 and $ 2,237 in stockholders’ deficit as of June 30, 2021.

The Company has a negative cash flow from operating activities of $ 47 for the six months ended June 30, 2022 and a negative cash flow

from operating activities of $ 22 for the six months ended June 30, 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

ACCOUNTING POLICIES

of Presentation and Principles of Consolidation:

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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 March 31, 2022 are not necessarily indicative of the results for the year ending December 31,

The results for the three months ended June 30, 2022 are not necessarily indicative of the results for the year ending December 31, 2022,

or for any future period.

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

of June 30, 2022, there have been no material changes in the Company’s significant accounting policies from those that were disclosed

in the 2021 Annual Report.

1 unchanged sentence

dollars in thousands (except share data)

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

ACCOUNTS RECEIVABLE

SCHEDULE OF OTHER ACCOUNTS RECEIVABLES COMPOSITION

Government authorities

accounts receivable

ACCOUNTS PAYABLES AND ACCRUED LIABILITIES

SCHEDULE OF OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

1 unchanged sentence

Accrued liabilities

Total other accounts payables

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 term were included in the agreement pursuant to the above:

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

the periods of May 2018 to October 2018, Gix will pay the full expenses of the employees as well as other related expenses.

November 2018 until to the Closing Date, the employees transferred from the Company to Gix will dedicate half of their time to the

Company’s operations and correspondingly 50 % of the costs to be incurred by Gix in respect of these employees are to be charged

to the Company.

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

other accounts payables

SCHEDULE OF PAYABLE TO PARENT COMPANY

Parent company loan

to an agreement between the parties, the parent company (“Gix”) financed certain expenses with respect to the Company’s

ongoing operation (mainly salary expenses and other general and administrative expenses).

amounts were repaid by the Company to Gix during 2022 and 2021.

Company entered into an agreement with Gix, pursuant to which, effective as of December 31, 2021 (“Modification Date”), 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 “Gix Loan”).

The Gix Loan bears interest at a rate 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.

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

Modification Date, the Gix Loan was recorded at its fair value of $ 2,116 ,

with the difference of $ 184

between its fair value and the carrying value of the payable to Gix.

This difference was recorded in the Company’s

Consolidated Statement of Changes in Stockholders Deficit as a deemed contribution to the Company by the Parent Company, with a

corresponding discount on the Gix Loan, to be amortized as finance expense in the Company’s Consolidated Statements of

Comprehensive Loss over the term of the Gix Loan.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

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 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.

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

Company to be repaid in one lump-sum twelve (12) months following the date of the Loan (i.e., December 18, 2021).

In addition, 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 of $ 0.01 .

Under the Stock Subscription Agreement, the Investors transferred

an amount of $ 30 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.

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

% of total fair

% of Fair Value

Allocated amount

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

3 unchanged sentences

Short term loan, Net

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.

As of June 30, 2022, the Company has not repaid

the Principal Amount.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1 unchanged sentence

STOCKHOLDERS’

Stockholders’

shares confer the right to:

13 unchanged sentences

For more details, please see note 1C.

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

following table summarizes information of outstanding warrants as of June 30, 2022:

SUMMARY OF OUTSTANDING WARRANTS

6 unchanged sentences

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.

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

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

I warrants and 142,857 Class G warrants expired.

States by Viewbix Israel, the Company will issue to Gix an additional 1,642,193

shares of restricted common stock of the Company.

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

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

2 unchanged sentences

OF FINANCIAL EXPENSES, NET

For the three months ended

For the six months ended June 30

Exchange rate differences

Interests on loans

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

Interest on loans

Financial (expenses) income,

For the three months ended June 30

Exchange rate differences

Interest on loans

Financial (expenses) income,

rates applicable to the income of the Company:

is taxed according to U.S.

On December 22, 2017, the U.S.

enacted the Tax Cuts and Jobs Act (the “Act”), which

among other provisions, reduced the U.S.

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

December 22, 2017, the U.S.

enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S.

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

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.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

ON INCOME (Cont.)

income taxes:

9 unchanged sentences

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.

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

of June 30, 2022, the Company has provided valuation allowances of $ 7,382 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.

carryforward tax losses:

of March 31, 2022, Viewbix Israel incurred operating losses in Israel of approximately $ 14,263 which may be carried forward and offset

of June 30, 2022 Viewbix Israel incurred operating losses in Israel of approximately $ 14,840 which may be carried forward and offset

against taxable income in the future for an indefinite period.

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.

of June 30, 2022 the Company generated net operating losses in the U.S.

of approximately $ 18,809 .

Net operating losses in the U.S.

available through 2035 .

4 unchanged sentences

the expiration of net operating losses before utilization.

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

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

For the three months

ended March 31

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

For the six months ended

For the three months ended

Total loss before taxes

PER SHARE-BASIC AND DILUTED

SCHEDULE OF LOSS PER SHARE-BASIC AND DILUTED

For the three months ended

the six months ended

the three months ended

Basic and diluted:

2 unchanged sentences

Loss per share-basic and diluted

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

PANDEMIC IMPLICATIONS

15 unchanged sentences

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

11 unchanged sentences

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.

from the Israeli Tax Authority (the “ITA”) relating to the Agreement.

June 30, 2022, Gix Media obtained a tax ruling from the ITA, which effectively satisfied the foregoing condition to closing.

30, 2022, the remaining closing conditions of the Merger Agreement have not been fulfilled yet.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

EVENTS (Cont.)

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.

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

Instead, 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.

of June 30,2022, 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