QUANTUM X LABS INC. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS Special Note Regarding Forward-Looking Statements The following management’s discussion and analysis section should be read in conjunction with the Company’s unaudited financial statements as of June 30, 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 Report on Form 10-Q (this “Quarterly Report”). Forward-Looking Statements This management discussion and analysis section contains forward-looking statements, such as statements of the Company’s plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions “will,” “may,” “could,” “should,” etc., or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: ● the short-term and long-term implications caused by our recent cost reduction efforts, including, but not limited to, our growing inability to secure and maintain customers on the basis of insufficient capital resources; ● sustained turnover of key management; ● our history of recurring losses and negative cash flows from operating activities, significant future commitments and the uncertainty regarding the adequacy of our liquidity to pursue our complete business objectives, and substantial doubt regarding our ability to continue as a going concern; ● our need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult to obtain and could dilute out stockholders’ ownership interests; ● the impact of the COVID-19 pandemic on our business plan and the global economy; ● our ability to adequately protect our intellectual property; and ● entry of new competitors and products and potential technological obsolescence of our products. The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with which may cause our actual results to differ from those anticipated in our forward-looking statements. For a discussion of these and other risks that relate to our business and investing in our common stock, you should carefully review the risks and uncertainties described in this Quarterly Report on Form 10-Q, and those contained in section captioned “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2022 (the “Annual Report”). The Company’s actual results could differ materially from those contemplated in these forward-looking statements as a result of these factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report. - 20 - Overview and background Viewbix Inc. (f/k/a Virtual Crypto Technologies, Inc., f/k/a Emerald Medical Applications Corp.) (the “Registrant” or the “Company”) is an interactive video technology and data platform that provides its clients with deep insights into their video marketing performance as well as the effectiveness of its messaging. Recent Developments Appointments of Executive Officers and Director On June 28, 2022, Mr. Amihay Hadad, the Company’s current chief executive officer, tendered his resignation from his position as chief financial officer, effective June 28, 2022, and concurrent therewith the Company’s board of directors appointed Mr. Shahar Marom to serve as the Company’s new chief financial officer, effective July 1, 2022. On June 13, 2022, the Company’s board of directors appointed Mr. Yoram Baumann as a director of the Company and as chairman of the board of directors of the Company. Merger with Gix Media Ltd. On 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”). Subject 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. Following the Gix Merger, the board of directors of the Company is expected to consist of six (6) directors and will be comprised of three (3) new directors to be appointed by Gix Media, who will join the Company’s three currently-serving directors, Yoram Baumann, Amihay Hadad and Alon Dayan. On 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 (the “ITA”) relating to the Agreement. On June 30, 2022, Gix Media obtained a tax ruling from the ITA, which effectively satisfied the foregoing condition to closing. As of June 30, 2022, the remaining closing conditions of the Merger Agreement have not been fulfilled yet. In 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. - 21 - On May 31, 2022, the Company’s stockholders determined it was not advisable and in the best interest of the Company to effect the name change from “Viewbix Inc.” to “Gix Media, Inc.” and accordingly approved the removal of the name change from the contemplated amended and restated articles of incorporation to be effected in connection with the Gix Merger. Results of Operations Results of Operations During the Three Months Ended June 30, 2022 as Compared to the Three Months Ended June 30, 2021 Our revenues were $2 thousand for the three months ended June 30, 2022, compared to $17 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2022 is due to the fact that beginning on January 1, 2020, the Company announced and began implementing certain cost reduction measures. Our research and development expenses were $14 thousand for the three months ended June 30, 2022, representing a slight increase as compared to $12 thousand during the same period in the prior year. Our general and administrative expenses decreased to $70 thousand for the three months ended June 30, 2022 as compared to $79 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2022 is mainly due to a decrease in our professional costs. Our other expenses were $19 thousand for the three months ended June 30, 2022, compared to $0 thousand during the three months ended June 30, 2021. Our other expenses are due to expenses in connection with the Gix Merger. Our net financial expenses were $67 thousand for the three months ended June 30, 2022, compared to $4 thousand during the same period in the prior year. The reason for the increase during the three months ended June 30, 2022, is mainly due to certain financial expenses in connection with a loan from the Parent Company, which was signed during the quarter ended December 31, 2021. Our tax on income was $0 thousand for the three months ended June 30, 2022, representing a slight decrease as compared to $1 thousand during the same period in the prior year. Results of Operations During the Six Months Ended June 30, 2022 as Compared to the Six Months Ended June 30, 2021 Our revenues were $3 thousand for the six months ended June 30, 2022, compared to $25 thousand during the same period in the prior year. The reason for the decrease in the six months ended June 30, 2022 is due to the fact that beginning on January 1, 2020, the Company announced and began implementing certain cost reduction measures. Our research and development expenses were $28 thousand for the six months ended June 30, 2022 and for the six months ended June 30, 2021. Our selling and marketing expenses were $0 thousand for the six months ended June 30, 2022, which is a slight decrease as compared to $2 thousand during the same period in the prior year. Our general and administrative expenses were $138 thousand for the six months ended June 30, 2022, representing a slight decrease as compared to $142 thousand during the same period in the prior year. Our other expenses were $32 thousand for the six months ended June 30, 2022, compared to $0 thousand during the six months ended June 30, 2021. Our other expenses are due to expenses in connection with the Gix Merger. - 22 - Our net financial expenses were $142 thousand for the six months ended June 30, 2022, compared to $11 thousand during the same period in the prior year. The reason for the increase during the six months ended June 30, 2022 is mainly due to certain financial expenses in connection with a loan from the Parent Company, which was signed during the quarter ended December 31, 2021. Our tax on income was $0 thousand for the six months ended June 30, 2022, representing a slight decrease as compared to $1 thousand during the same period in the prior year. Liquidity and Capital Resources As of June 30, 2022, we had current assets of $73 thousand consisting of $27 thousand in cash and cash equivalents, $9 thousand in trade receivables, $23 thousand in other accounts receivables and $14 thousand in prepaid expenses. As of June 30, 2022, we had $2,690 thousand in current liabilities consisting of $14 thousand in trade payables, $224 in other accounts payable and accrued liabilities, $69 Short term loan and $2,383 in the form of a loan from the Parent Company. As of December 31, 2021, we had current assets of $156 thousand consisting of $74 thousand in cash and cash equivalents, $30 thousand in other accounts receivables, $8 thousand in trade receivables and $44 thousand in prepaid expenses. We had $2,436 thousand in current liabilities, which consisted of $242 in accounts payable and accrued liabilities, $9 in trade payable, $2,116 in the form of a loan from the Parent Company and $69 in short term loan. We had a negative working capital of $2,617 thousand and $2,280 thousand as of June 30, 2022 and December 31, 2021, respectively. During the three months ended June 30, 2022, we had negative cash flow from operations of $30 thousand, which was mainly the result of a net loss of $168 thousand, offset by increase in working capital of $138 thousand. During the six months ended June 30, 2022, we had negative cash flow from operations of $47 thousand, which was mainly the result of a net loss of $337 thousand, offset by increase in working capital of $290 thousand. There are no limitations in the Company’s Certificate of Incorporation on the Company’s ability to borrow funds or raise funds through the issuance of shares of its common stock to affect a business combination. The Company’s limited resources and lack of having cash-generating business operations may make it difficult to borrow funds or raise capital. The Company’s limitations to borrow funds or raise funds through the issuance of restricted capital stock required to effect or facilitate a business combination may have a material adverse effect on the Company’s financial condition and future prospects, including the ability to complete a business combination. Until such time as the Company can generate substantial revenues, the Company expects to finance its cash needs through a combination of the sale of its equity and/or convertible debt securities, debt financing and strategic alliances and collaborations. The Company does not have any committed external source of funds. To the extent that the Company raises additional capital through the sale of its equity and/or convertible debt securities, the ownership interest of its stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business. If the Company raises funds through additional collaborations or strategic alliances with third parties, we may have to relinquish valuable rights to our future revenue streams and/or distribution arrangements. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. If the Company is unable to raise additional funds through equity and/or debt financings when needed or on attractive terms, the Company may be required to delay, limit, reduce or terminate the operations of some or all of its business segments. - 23 - Going Concern: The Company has incurred $337 in net losses for the six months ended June 30, 2022, has $2,617 in stockholders’ deficit as of June 30, 2022 and $2,280 in total stockholders’ deficit as of December 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. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required for smaller reporting companies.