What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-21 compared with 2022-08-15 · 229 added, 142 removed, 45 unchanged (89% of the section changed)

1 unchanged sentence

Note Regarding Forward-Looking Statements

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”).

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

financial statements as of September 30, 2022 and 2021, and the related statements of statement operation, statement of changes in

shareholders’ equity and statements of cash flows for the nine and three months then ended, and the related notes thereto

contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”).

Forward-Looking

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factors that could cause such differences include, but are not limited to:

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;

turnover of key management;

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;

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;

impact of the COVID-19 pandemic on our business plan and the global economy;

ability to adequately protect our intellectual property;

of new competitors and products and potential technological obsolescence of our products.

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;

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 shareholders’

ownership interests;

the impact of the COVID-19 pandemic on our business

plan and the global economy;

our ability to adequately protect our intellectual

our ability to successfully

integrate the business of Gix Media Ltd.

(“Gix Media”), our wholly owned subsidiary;

Subsidiaries’ future performance;

entry of new competitors and products and potential

technological obsolescence of our products.

foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or

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(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.

and its subsidiaries (the “Group”) operate in the field of digital advertising in two main areas of activity:

digital content.

The Group develops and markets a variety of technological software solutions that automate, optimize and monetize online

The Group, through its subsidiary, Cortex Media Group Ltd.

(“Cortex”), also creates, edits and markets content

in various languages to different target audiences for the purpose of generating advertising revenue on the content, based on the world’s

leading advertising platforms, such as Google, Facebook, Yahoo, Apple and more.

The Group’s technological tools enable advertisers

and website owners to earn more from their advertising campaigns and generate additional profits from their sites.

Company was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene

On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation,

which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc (“Zaxis”).

March 16, 2015, Zaxis and Emerald Medical Applications Ltd., a private limited liability company (“Emerald Israel”)

executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned

Accordingly, on September 14, 2015, the Company changed its name to Emerald Medical Applications Corp.

On 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.

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

(“VCT Israel”).

On February 22, 2018, the Company’s name was changed from Emerald Medical Applications Corp.

Virtual Crypto Technologies, Inc.

to reflect its new operations and business focus.

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 “Recapitalization Transaction”) with Gix

Internet Ltd., an company organized under the laws of the State of Israel (“Gix” or “parent company”),

pursuant to which, Gix assigned, transferred and delivered 99.83% of its 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, par

value $0.0001 per share (“Common Stock”) of the Company, which resulted in Viewbix Israel becoming a subsidiary of the

In connection with the Recapitalization Transaction, effective as of July 26, 2019, the Company’s name was changed

from Virtual Crypto Technologies, Inc.

to Viewbix Inc.

September 19, 2022, the Company consummated the Reorganization Transaction (as further described below), which resulted in Gix Media

(“Gix Media”) becoming a wholly owned subsidiary of the Company.

Following the

closing of the Reorganization Transaction, the Company intends to incorporate Gix Media’s technology into its operations

while aiming to expand its growth potential in the search and content monetization space.

Gix Media’s business operations include

both (i) the provision of services to the world’s leading search engines through the development, marketing and distribution of

free software to many Internet users, and (ii) editing and marketing of content in different languages to different target markets, for

the purpose of monetizing advertisements on digital marketing and advertising platforms.

of Executive Officers and Director

September 19, 2022, in connection with the Reorganization Transaction, the Company’s board of directors appointed Mr.

Amitay Weiss and Mr.

Liron Carmel as directors of the Company, as representatives of Gix Media.

June 28, 2022, Mr.

5 unchanged sentences

board of directors of the Company.

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 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.

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.

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.

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.

Reorganization

Transaction with Gix Media Ltd.

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

Gix Media, an Israeli company and the majority-owned subsidiary of Gix, the parent company and Vmedia Merger Sub Ltd., an Israeli company

and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, following the Reorganization Transaction, and

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

entity and a wholly-owned subsidiary of the Company.

Prior to the closing of the Reorganization Transaction, Gix Media was a majority-owned

subsidiary of Gix, which held approximately 58% of the Common Stock of the Company, on a fully diluted basis.

September 19, 2022, the Reorganization Transaction, was consummated (the “Closing”) and as a result, all outstanding ordinary

shares of Gix Media, having no par value (the “Gix Media Shares”) were exchanged for shares of the Company’s Common

Following the Reorganization Transaction, holders of the Gix Media Shares held 90% of the Company’s Common Stock on a fully

diluted basis, with Gix holding 76.67% of the Common Stock on a fully diluted basis.

following illustrates the corporate structure of the Company prior to and following the Reorganization Transaction.

the Reorganization Transaction, the board of directors of the Company consists of six (6) directors, comprised of the three (3) new

directors appointed by Gix Media, Eliyahu Yoresh, Amitay Weiss and Liron Carmel, who joined the Company’s three currently

serving directors, Yoram Baumann, Amihay Hadad and Alon Dayan.

connection with the Closing, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware,

effective as of August 31, 2022, pursuant to which the Company, among other things, effected a reverse stock split of its Common Stock

at a ratio of 1-for-28.

The foregoing description of the Amended and Restated Certificate of Incorporation does not purport to be completed

and is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, of which was

filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 6, 2022 and is incorporated by

reference herein.

Additionally,

and in connection with the Closing, the Company adopted Amended and Restated Bylaws, a copy of which was filed as Exhibit 3.2 to the

Company’s Current Report on Form 8-K and is incorporated by reference herein.

of Cortex Media Group Ltd.

October 13, 2021, Gix Media acquired 70% (on a fully diluted basis) of the share capital of Cortex Media Group Ltd.

and the “Cortex Acquisition”, respectively), a private company operating in the field of online media and advertising.

consideration for the Cortex Acquisition, Gix Media paid NIS 35 million in cash (approximately $11 million), out of which an amount of

$0.5 million was deposited in trust for a period of 12 months from the closing date.

The Cortex Acquisition also includes the obligation (and right)

of Gix Media to acquire 30% of Cortex’s share capital in three equal stages, each at the beginning of the years 2023, 2024 and

2025 (“Remaining Balance Shares”), such that following the completion of the acquisition of all the Remaining Balance

Shares, Gix Media will hold 100% of Cortex’s share capital on a fully diluted basis.

connection with the Cortex Acquisition, at the closing date, Gix Media entered into a financing agreement with Bank Leumi Le Israel Ltd

(“Leumi”), for the provision of a line of credit in the total amount of up to $3.5 million and a long-term loan totaling

$6 million, which Gix Media used to finance the Cortex Acquisition (the “Financing Agreement”).

of Operations

of Operations During the Three Months Ended June 30, 2022 as Compared to the Three Months Ended June 30, 2021

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.

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.

general and administrative expenses decreased to $70 thousand for the three months ended June 30, 2022 as compared to $79 thousand during

of Operations During the Nine Months Ended September 30, 2022 as Compared to the Nine Months Ended September 30, 2021

revenues were $66,115 thousand for the nine months ended September 30, 2022, compared to $23,874 thousand during the same period in the

The reason for the increase in the nine months ended September 30, 2022, is due to the Cortex Acquisition on October 13, 2021,

therefore, the financial statements of the Company for the nine months ended September 30, 2022, include Cortex’s financial statements

as compared to the same period in the prior year which does not include Cortex’s financial statements.

traffic-acquisition and related costs buy expenses were $56,400 thousand for the nine months ended September 30, 2022, as compared to

$19,582 thousand during the same period in the prior year.

The reason for the increase in the nine months ended September 30, 2022, is

due to the inclusion of Cortex’s financial statements.

research and development expenses were $2,957 thousand for the nine months ended September 30, 2022, and $1,530 for the nine months ended

September 30, 2021.

The reason for the increase in the nine months ended September 30, 2022, is due to the inclusion of Cortex’s

financial statements.

selling and marketing expenses were $1,853 thousand for the nine months ended September 30, 2022, as compared to $584 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.

other expenses were $19 thousand for the three months ended June 30, 2022, compared to $0 thousand during the three months ended June

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

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.

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 reason for the increase in the nine months ended September 30, 2022 is due to the inclusion of

Cortex’s financial statements.

general and administrative expenses were $1,326 thousand for the nine months ended September 30, 2022, as compared to $907 thousand during

the same period in the prior year.

of Operations During the Six Months Ended June 30, 2022 as Compared to the Six Months Ended June 30, 2021

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.

research and development expenses were $28 thousand for the six months ended June 30, 2022 and for the six months ended June 30, 2021.

selling and marketing expenses were $0 thousand for the six months ended June 30, 2022, which is a slight decrease as compared to $2

The reason for the increase in the nine months ended September 30, 2022, is due to the inclusion of

the Cortex’s financial statements.

depreciation and amortization expenses increased to $2,051 thousand for the nine months ended September 30, 2022, as compared to $1,289

thousand during the same period in the prior year.

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.

other expenses were $32 thousand for the six months ended June 30, 2022, compared to $0 thousand during the six months ended June 30,

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

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.

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 reason for the increase in the three months ended September 30, 2022, is that

the Company recorded depreciation and amortization expenses in connection with the Cortex Acquisition on October 13, 2021.

other expenses were $121 thousand for the nine months ended September 30, 2022, compared to $26 thousand during the nine months ended

September 30, 2021.

The reason for the increase during the nine months ended September 30, 2022, is an increase in the expenses in connection

with the Reorganization Transaction.

net financial expenses were $1,374 thousand for the nine months ended September 30, 2022, compared to $91 thousand net financial income

during the same period in the prior year.

The reason for the increase during the nine months ended September 30, 2022 is mainly due to:

(1) financial expenses in connection with the Financing Agreement as part of the Cortex Acquisition on October 13, 2021 and (2) the increase

of the USD to NIS exchange rate in the period ended September 30, 2022.

tax expenses were $63 thousand for the nine months ended September 30, 2022, as compared to $41 thousand income tax during the

same period in the prior year.

The reason for the increase during the nine months ended September 30, 2022 is due to the inclusion of

Cortex’s financial statements.

of Operations During the Three Months Ended September 30, 2022 as Compared to the Three Months Ended September 30, 2021

revenues were $22,778 thousand for the three months ended September 30, 2022, compared to $8,079 thousand during the same period in the

traffic-acquisition and related costs were $19,464 thousand for the three months ended September 30, 2022, as compared to

$6,738 thousand during the same period in the prior year.

The reason for the increase in the three months ended September 30, 2022, is due to the inclusion of the Cortex’s financial statements.

research and development expenses were $987 thousand for the three months ended September 30, 2022, as compared to $474 thousand during

the same period in the prior year.

The reason for the increase in the three months ended September 30, 2022 is due to the inclusion of Cortex’s financial statements.

selling and marketing expenses increase to $628 thousand for the three months ended September 30, 2022, as compared to $215 thousand during

the same period in the prior year.

The reason for the increase in the three months ended September 30, 2022 is due to the inclusion of Cortex’s financial statements.

general and administrative expenses increased to $450 thousand for the three months ended September 30, 2022, as compared to $313 thousand

during the same period in the prior year.

The reason for the increase in the three months ended September 30, 2022, is due to the inclusion of Cortex’s financial statements.

depreciation and amortization expenses increased to $736 thousand for the three months ended September 30, 2022, as compared to $427

thousand during the same period in the prior year.

The reason for the increase in the three months ended September 30, 2022, is that

the Company recorded depreciation and amortization expenses in connection with the Cortex Acquisition on October 13,

other expenses were $86 thousand for the three months ended September 30, 2022, compared to $26 thousand during the three months

ended September 30, 2021.

The reason for the increase during the three months ended September 30, 2022, is the increase in the

expenses in connection with the Reorganization Transaction.

net financial expenses were $301 thousand for the three months ended September 30, 2022, compared to $121 thousand net financial income

during the same period in the prior year.

The reason for the increase during the three months ended September 30, 2022, is mainly due

to financial expenses in connection with the Financing Agreement as part of the Cortex Acquisition on October 13, 2021, and

the increase of the USD to NIS exchange rate in the three months ended September 30, 2022.

tax expenses were $55 thousand for the three months ended September 30, 2022, as compared to $81 income tax thousand during the same

period in the prior year.

The reason for the change in the three months ended September 30, 2022, is due to the inclusion of Cortex’s

financial statements.

and Capital Resources

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.

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.

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.

had a negative working capital of $2,617 thousand and $2,280 thousand as of June 30, 2022 and December 31, 2021, respectively.

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.

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.

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.

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.

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.

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.

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.

of September 30, 2022, we had current assets of $28,140 thousand consisting of $3,609 thousand in cash and cash equivalents, $223

thousand restricted deposit, $16,398 thousand in accounts receivable, $814 thousand in other accounts receivable and $7,096

thousand in loan to parent company.

of September 30, 2022, we had non-current assets of $34,334 thousand consisting of $73 thousand in severance pay funds, $62 thousand

in deferred taxes, $505 thousand in operating lease right-of-use assets, $317 thousand in property and

equipment net, $15,762 thousand in intangible assets, net and $17,615 thousand in goodwill.

of September 30, 2022, we had $27,126 thousand in current liabilities consisting of $16,144 thousand in accounts payable, $1,862 thousand

in other payables, $6,569 thousand in short term loan and current maturities of long-term loan, $93 thousand in operating lease

liabilities – short term and $ 2,527 thousand in loan from parent

of September 30, 2022, we had $5,687 thousand in non-current liabilities consisting of $176 thousand in accrued severance pay, $3,225

thousand long-term loan, $433 thousand in operating lease liabilities - long term and $1,853 thousand in deferred taxes.

of December 31, 2021, we had current assets of $29,245 thousand consisting of $5,208 thousand in cash and cash equivalents, $16,415

thousand in accounts receivable, $1,004 thousand in other accounts receivable and a $6,384 thousand in loan to the parent

of December 31, 2021, we had non-current assets of $22,016 thousand consisting of $83 thousand in severance pay funds, $133 thousand

in deferred taxes, $569 thousand in operating lease right-of-use assets, $334 thousand in property and

equipment net, $8,414 thousand in intangible assets, net and $12,483 thousand in goodwill.

of December 31, 2021, we had $26,769 thousand in current liabilities consisting of $16,676 thousand in accounts payable, $1,317

thousand in other payables, $6,569 thousand in short term loan and current maturities of long-term loan, $91 thousand in operating

lease liabilities – short term and $2,116 thousand loan from parent company.

of December 31, 2021, we had $5,975 thousand in non-current liabilities consisting of $188 thousand in accrued severance pay, $4,270

thousand in long-term loan, $491 thousand in operating lease liabilities - long term and $1,026 thousand in deferred taxes.

had a positive working capital of $1,014 thousand and $2,476 thousand as of September 30, 2022 and December 31, 2021, respectively.

the nine months ended September 30, 2022, we had positive cash flow from operating activities of $2,175 thousand, which was mainly the

result of a $30 thousand in net loss, $2,855 thousand from positive adjustments to operating activities, offset by $650 negative changes

in assets and liabilities items.

the nine months ended September 30, 2021, we had positive cash flow from operating activities of $1,564 thousand, which was mainly the

result of $88 thousand in net income, $1,174 thousand from positive adjustments to operating activities and $302 thousand positive changes

in assets and liabilities items.

the three months ended September 30, 2022, we had positive cash flow from operating activities of $1,577 thousand, which

was mainly the result of $71 thousand in net income, $733 thousand from positive adjustments to operating

activities, and $773 thousands from positive changes in assets and liabilities items.

the three months ended September 30, 2021, we had positive cash flow from operating activities of $522 thousand, which was mainly the

result of $91 thousand in net income, $450 thousand from positive adjustments to operating activities offset by $19 negative changes

in assets and liabilities items.

are no limitations in the Company’s Amended and Restated 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.

of September 30, 2022, the Company has provided several liens under Gix Media’s Financing Agreement with Leumi in connection

with the Cortex Acquisition, as follows:

(1) a guarantee to Bank Leumi of all of Gix Media’s obligations and undertakings to

Bank Leumi, unlimited in amount;

(2) a subordination letter on behalf of the Company to Leumi Bank;

(3) a first ranking asset charge

over all of the assets of the Company;

and (4) a Deposit Account Control Agreement over the Company’s bank

Media has provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, as follows:

a floating lien on Gix Media’s assets;

(2) a lien on Gix Media’s bank account in Leumi;

(3) a lien on Gix Media’s rights

under the Cortex Transaction;

(4) a fixed lien on Gix Media’s intellectual property;

and (5) a lien on all of Gix Media’s

holdings in Cortex.

According to the Financing Agreement, Gix Media undertook to meet financial

covenants over the life of the loans as follows:

(1) the ratio of debt to EBITDA, based on the Gix Media’s consolidated financial

statements in all 4 consecutive quarters, will not exceed 2.4 in the first two years and will not exceed 1.75 in the following two years.

As of September 30, 2022, Gix Media is in compliance with the financial covenants in connection with the Financing Agreement.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1 unchanged sentence

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What changed 10-Q

Item 2. Management’s Discussion and Analysis