What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-15 · 235 added, 173 removed, 329 unchanged (55% of the section changed)

44 unchanged sentences

Issued and outstanding:

14,783,964 shares as of March 31, 2023, and December 31, 2022

14,895,075 and 14,783,964 shares as of June 30, 2023 and December 31, 2022, respectively.

Additional paid-in capital

6 unchanged sentences

dollars in thousands (except share data)

For the three months ended March 31,

Costs and Expenses:

Traffic-acquisition and related costs

Research and development

Selling and marketing

General and administrative

Depreciation and amortization

Operating income (loss)

Financial expense, net

the six months

ended June 30,

the three months

ended June 30,

and Expenses:

Traffic-acquisition

and related costs

and development

administrative

and amortization

(loss) before income taxes

Income tax expense

tax expense (benefit)

income (loss)

net income attributable to non-controlling interests

Net loss attributable to shareholders of Viewbix Inc.

Net income per share – Basic attributed to shareholders:

Net income per share – Diluted attributed to shareholders:

Weighted average number of shares – Basic:

loss attributable to shareholders of Viewbix Inc.

per share – Basic attributed to shareholders:

per share – Diluted attributed to shareholders:

Weighted average number of

shares – Basic:

14,783,964 (*)

Weighted average number of shares – Diluted:

14,783,964 (*)

and per share data in these financial statements have been retrospectively adjusted to reflect a number

of shares that is equivalent to the number of shares of the Company post the Reorganization Transaction (see note 1.B).

average number of shares – Diluted:

15,044,630 (*)

and per share data in these financial statements have been retrospectively adjusted to reflect a number of shares that is equivalent

to the number of shares of the Company post the Reorganization Transaction (see note 1.B).

accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.

4 unchanged sentences

Net income (loss)

Share-based compensation

Share-based compensation (see note 8.A)

Transaction with the non-controlling interests (see note 1.C)

Transaction with the non-controlling interests

Balance as of March 31, 2023

Dividend declared to non-controlling interests

Balance as of June 30, 2023

to the company’s

Balance as of April 1, 2023

Net income (loss)

Share-based compensation (see note 8.A)

Dividend declared to non-controlling interests

Balance as of June 30, 2023

accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

dollars in thousands (except share data)

Common stock (*)

4 unchanged sentences

Adjustment to ultimate parent’s carrying values (see note 1.B)

Adjustment to ultimate parent’s carrying values

Dividend declared to non-controlling interests

Balance as of March 31, 2022

and per share data in these financial statements have been retrospectively adjusted to reflect a number

of shares that is equivalent to the number of shares of the Company post the Reorganization Transaction (see note 1.B).

Balance as of June 30, 2022

Common stock ( * )

to the company’s

Balance as of April 1, 2022

Net income (loss)

Share-based compensation

Dividend declared to non-controlling interests

Balance as of June 30, 2022

and per share data in these financial statements have been retrospectively adjusted to reflect a number of shares that is equivalent

to the number of shares of the Company post the Reorganization Transaction (see note 1.B).

accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.

1 unchanged sentence

dollars in thousands (except share data)

the three months ended March 31,

flows from Operating Activities

income (loss)

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

and amortizations

interest, net

rate differences on loans

assets and liabilities items:

(increase) in accounts receivable

(increase) in other receivables

in operating lease right-of-use assets

Increase (decrease)

in severance pay, net

in accounts payable

For the six months

ended June 30,

For the three months

ended June 30,

Cash flows from Operating Activities

Net income (loss)

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

Depreciation and amortization

Share-based compensation

Deferred taxes

Accrued interest, net

Exchange rate differences on loans

Changes in assets and liabilities items:

Decrease (increase) in accounts receivable

Decrease (increase) in other receivables

Decrease in operating lease right-of-use assets

Decrease in severance pay, net

Increase (decrease) in accounts payable

Decrease in other payables

in operating lease liabilities

in loan from parent company

cash provided by (used in) operating activities

Decrease in operating lease liabilities

Increase in loan from parent company

Net cash provided by operating activities

accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.

1 unchanged sentence

dollars in thousands (except share data)

For the three months ended March 31,

For the six months

ended June 30,

the three months

ended June 30,

Cash flows from Investing Activities

4 unchanged sentences

Cash flows from Financing Activities

Receipt of short-term bank loan

Repayment of short-term loans

2 unchanged sentences

Payment of dividend to non-controlling interests

Payment of dividend to shareholders

Payment of dividend to shareholders (see note 8.E.1)

Increase in loan to parent company

Net cash provided by (used in) financing activities

Decrease in cash and cash equivalents and restricted cash

Increase (decrease) in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

3 unchanged sentences

Interest paid

Substantial non-cash activities:

Share-based compensation to a director (see note 8.A)

accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.

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approximately 97% of the Company’s Common Stock, and Gix Media became a wholly owned subsidiary of the Company .

the Company and Gix Media Ltd.

were Interim Condensed Consolidated both by the Parent Company and Medigus Ltd.

(the “Ultimate

Parent”), before and after the Reorganization Transaction, the Reorganization Transaction was accounted for as a transaction

between entities under common control.

Accordingly, the financial information of the Company and Gix Media Ltd.

is presented in

these financial statements, for all periods presented, reflecting the historical cost of the Company and Gix Media Ltd., as it is

reflected in the consolidated financial statements of the Parent Company, for all periods preceding March 1, 2022, the date the

Ultimate Parent obtained a controlling interest in the Parent Company and as it is reflected in the consolidated

financial statements of the Ultimate Parent for all periods subsequent to March 1, 2022.

and per share data in these financial statements have been retrospectively adjusted, for the three months ended March 31, 2022, to reflect

a number of shares that is equivalent to the number of shares of the Company post the Reorganization Transaction.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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GENERAL (Cont.)

Reorganization Transaction (Cont.)

the Company and Gix Media Ltd.

were consolidated both by the Parent Company and Medigus Ltd.

(the “Ultimate Parent”),

before and after the Reorganization Transaction, the Reorganization Transaction was accounted for as a transaction between entities under

common control.

Accordingly, the financial information of the Company and Gix Media Ltd.

is presented in these financial statements,

for all periods presented, reflecting the historical cost of the Company and Gix Media Ltd., as it is reflected in the consolidated financial

statements of the Parent Company, for all periods preceding March 1, 2022, the date the Ultimate Parent obtained a controlling interest

in the Parent Company and as it is reflected in the consolidated financial statements of the Ultimate Parent for all periods subsequent

to March 1, 2022.

and per share data in these financial statements have been retrospectively adjusted, for the six and three months ended June 30, 2022,

to reflect a number of shares that is equivalent to the number of shares of the Company post the Reorganization Transaction.

Business Overview

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The digital content segment activity is conducted by Cortex.

of December 31, 2022, Gix Media holds 70 %

of Cortex’s share capital.

On January 23, 2023, Gix Media acquired

an additional 10 % of the share capital Cortex, increasing its holdings to 80 % of the share capital of Cortex in consideration for $ 2,625

(the “Subsequent Purchase”).

The Subsequent Purchase was financed by Gix Media’s existing cash balances and by a long-term

bank loan received on January 17, 2023, in the amount of $ 1,500 .

The Subsequent Purchase, was recorded as a transaction with non-controlling

interests in the Company’s statement of changes in shareholders equity for the three month period ended March 31, 2023.

of December 31, 2022, Gix Media held 70 % of Cortex’s share capital.

January 23, 2023, Gix Media acquired an additional 10 % of the share capital of Cortex, increasing its holdings to 80 % in consideration

for $ 2,625 (the “Subsequent Purchase”).

The Subsequent Purchase was financed by Gix Media’s existing cash balances

and by a long-term bank loan received on January 17, 2023, in the amount of $ 1,500 .

Subsequent Purchase was recorded as a transaction with non-controlling interests in the Company’s statement of changes in shareholders

equity for the six month period ended June 30, 2023.

Reverse Stock Split

4 unchanged sentences

Share and per share data in these financial statements have been retrospectively adjusted to reflect the reverse stock split

for the three months ended March 31, 2023.

for the six and three months ended June 30, 2022.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Principles of Consolidation

accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All intercompany

balances and transactions have been eliminated in consolidation.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited

dollars in thousands (except share data)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Use of estimates

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OF LOAN FROM TO PARENT COMPANY

December 31 2022

Loan to Parent Company

The balance with the Parent Company represents a balance of an intercompany

loan under a loan agreement signed between Gix Media and the Parent Company on March 22, 2020.

The loan bears interest at a rate to be

determined from time to time in accordance with Section 3(j) of the Income Tax Ordinance, new version, and the Income Tax Regulations

(Determination of Interest Rate for the purposes of Section 3(j), 1986) or according to a market interest rate decision as agreed between

balance with the Parent Company represents a balance of an intercompany loan under a loan agreement signed between Gix Media and the

Parent Company on March 22, 2020.

The loan bears interest at a rate to be determined from time to time in accordance with Section 3(j)

of the Income Tax Ordinance, new version, and the Income Tax Regulations (Determination of Interest Rate for the purposes of Section

3(j), 1986) or according to a market interest rate decision as agreed between the parties.

The amount of the loan is in U.S.

November 20, 2022, the Company, Gix Media and the Parent Company agreed to restructure loan agreements between the parties (see note

1 unchanged sentence

from the loan owed by the Parent Company to Gix Media.

As a result, as of March 31, 2023, and December 31, 2022, the Company has no further

As a result, as of June 30, 2023, and December 31, 2022, the Company has no further

obligations under the loan agreement with the Parent Company.

the three months ended March 31, 2023, and the year ended 2022, Gix Media recognized interest income in the amount of $ 21 and $ 143 , respectively.

the six months ended June 30, 2023, and the year ended 2022, Gix Media recognized interest income in the amount of $ 43 and $ 143 , respectively.

February 25, 2021, Gix Media entered into a lease agreement for a new corporate office of 479 square meters in Ramat Gan, Israel, at

8 unchanged sentences

SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES

Operating leases weighted average remaining lease term (in years)

Operating leases weighted average discount rate

Operating leases weighted average remaining lease term (in years)

Operating leases weighted average discount rate

lease expenses amounted to $ 26 and $ 25 for the three months ended March 31, 2023 and 2022, respectively.

leases weighted average remaining lease term (in years)

leases weighted average discount rate

leases weighted average remaining lease term (in years)

leases weighted average discount rate

lease expenses amounted to $ 51 and $ 25 for the six and three months ended June 30, 2023, respectively.

lease expenses amounted to $ 51 and $ 26 for the six and three months ended June 30, 2022, respectively.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

2 unchanged sentences

OF GOODWILL AND INTANGIBLE ASSETS

Internal-use Software ( * )

Customer Relations

Balance as of January 1, 2023

Balance as of March 31, 2023

Accumulated amortization:

Balance as of January 1, 2023

Amortization recognized during the period

Balance as of March 31, 2023

Amortized cost:

As of March 31, 2023

Internal-use Software ( * )

Customer Relations

Software ( * )

Balance as of

January 1, 2023

to Ultimate Parent company carrying values (see note 1.B)

Balance as of June 30,

amortization:

Balance as of January 1, 2023

beginning balance

Adjustments to Ultimate Parent company carrying values (see note 1.B)

Balance as of December 31, 2022

ending balance

Accumulated amortization:

to Ultimate Parent company carrying values (see note 1.B)

recognized during the period

Balance as of June 30,

of June 30, 2023

Software ( * )

as of January 1, 2022

to Ultimate Parent company carrying values (see note 1.B)

as of December 31, 2022

amortization:

Balance as of January 1, 2022

Accumulated amortization:

Beginning balance

Adjustments to Ultimate Parent company carrying values (see note 1.B)

Amortization recognized during the year

Balance as of December 31, 2022

Accumulated amortization:

ending balance

Amortized cost:

to Ultimate Parent company carrying values (see note 1.B)

recognized during the year

as of December 31, 2022

Amortized cost

During 2020, Gix Media engaged with a subcontractor for the development of an internal-use software (the “Software”).

capitalized its developments costs until March 1, 2022 and from this date the Software became available for use.

Accordingly, Gix

Media recognized amortization expenses over the estimated useful life of the Software determined to be three years.

For the three

months ended March 31, 2023, and the period from March 1, 2022, until December 31, 2022, Gix Media recorded amortization expenses of

respectively.

of December 31, 2022

During 2020, Gix Media engaged with a subcontractor

for the development of an internal-use software (the “Software”).

Gix Media capitalized its developments costs until March

1, 2022 and from this date the Software became available for use.

Accordingly, Gix Media recognized amortization expenses over the estimated

useful life of the Software determined to be three years.

For the six months ended June 30, 2023, and the period from March 1, 2022,

until December 31, 2022, Gix Media recorded amortization expenses of $ 69 and $ 122 , respectively.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

Financing for Cortex’s capital shares additional Purchase:

Bank Financing for Cortex’s capital shares additional Purchase:

January 23, 2023, Gix Media acquired an additional 10% of Cortex’s capital shares (see note 1.C) which was financed by Gix Media’s

1 unchanged sentence

payments at an annual interest rate of SOFR + 5.37% .

Loan Agreement:

September 21, 2022, Cortex and Leumi entered into an addendum to an existing loan agreement between the parties, dated August 15,

As part of the addendum to the loan agreement, Leumi provided Cortex with a monthly renewable credit line of $ 1,500

(the “Cortex Credit Line”) .

Cortex Credit Line was determined every month at the level of 70 %

of Cortex’s customers’ balance.

The amounts that are drawn from the Cortex Credit Line bear

an annual interest of SOFR

+ 3.52% (Overnight Financing Rate Secured,

guaranteed daily interest as determined in accordance with the Federal Bank in New York).

of March 31, 2023 and December 31, 2022, the Cortex Credit Line was fully withdrawn (see also note 10).

of long-term loans, short-term loans, and credit lines of the Group:

Cortex’s Loan Agreement:

September 21, 2022, Cortex and Bank Leumi Le Israel Ltd (“Leumi”) entered into an addendum to an existing loan agreement

between the parties, dated August 15, 2020.

As part of the addendum to the loan agreement, Leumi provided Cortex with a monthly renewable

credit line of $ 1,500 (the “Cortex Credit Line”).

The Cortex Credit Line is determined every month at the level of 70 % of

Cortex’s customers’ balance.

The amounts that are drawn from the Cortex Credit Line bear an annual interest of SOFR + 3.52%

(Overnight Financing Rate Secured, guaranteed daily interest as determined in accordance with the Federal Bank in New York).

April 27, 2023, Leumi increased the Cortex Credit Line by $ 1,000 , which was fully withdrawn by Cortex as of June 30, 2023.

Composition of long-term loans, short-term loans, and credit lines of the Group:

following is the composition of the balance of the Group’s loans according to their nominal value:

OF COMPOSITION OF THE BALANCE OF THE GROUP’S LOANS

SCHEDULE OF COMPOSITION OF THE BALANCE OF THE GROUP’S LOANS

Interest rate (*)

March 31, 2023

June 30, 2023

December 31, 2022

3 unchanged sentences

Short-term bank loan – Cortex

SOFR + 3.52 %

Long-term bank loan, including current maturity – Gix Media (received on October 13, 2021)

LIBOR + 4.12 %

Long-term bank loan, including current maturity – Gix Media (received on January 17, 2023)

SOFR + 5.37 %

LIBOR interest rate will continue to be published until June 2023 and then will be replaced by the Secured Overnight Financing Rate

LIBOR interest rate was published until end of June 2023 and from July 2023 was replaced by the Secured Overnight Financing Rate

Short term loan:

December 18, 2020, the Company entered into a loan agreement and Stock Subscription Agreement with certain Investors, pursuant to which

the Investors lent an aggregate amount of $ 69

at an annual interest rate of 8 % (the “Loan”).

January 2023, the Company reached an agreement with the investors that the Loan received will be repaid in 3 equal monthly payments .

As of the date of approval of these financial statements, the Loan was fully repaid by the Company.

the Investors lent an aggregate amount of $ 69 at an annual interest rate of 8 % (the “Loan”).

In January 2023, the Company

reached an agreement with the investors that the Loan received will be repaid in 3 equal monthly payments.

In April 2023, the Loan was

fully repaid by the Company.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

3 unchanged sentences

Agreement with Leumi in connection with the Cortex Transaction, 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 signed by the company to Leumi Bank;

first ranking all asset charge over all of the assets of the Company;

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

bank accounts.

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

and undertakings to Leumi unlimited in amount;

(2) a subordination letter signed by the Company to Leumi;

(3) A first ranking all asset

charge over all of the assets of the Company;

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

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

11 unchanged sentences

and funds from the Company and will not confer other privileges .

following table summarizes information of outstanding warrants as of March 31, 2023 and December 31, 2022:

May 18, 2023, the Company’s Board of Directors (the “Board”) approved to issue and grant 111,111 shares of restricted

Common Stock (“Equity Grant”) to one of the Company’s directors (the “Director”).

The Equity Grant was

granted for consulting services provided to the Company by the Director, specifically in connection with securing favorable terms for

a bank financing.

The Company recorded a share-based compensation expense of $ 34 in general and administrative expenses with connection

to the Equity Grant.

following table summarizes information of outstanding warrants as of June 30, 2023 and December 31, 2022:

OF OUTSTANDING WARRANTS

14 unchanged sentences

Share option plan (Cont.) :

March 2, 2023, the Company’s Board of Directors (the “Board”) approved the adoption of the 2023 Stock Incentive Plan

March 2, 2023, the Board approved the adoption of the 2023 Stock Incentive Plan (the “2023 Plan”).

The 2023 Plan permits

the issuance of up to (i) 2,500,000 shares of Common Stock, plus (ii) an annual increase equal to the lesser of (A) 5 % of the Company’s

outstanding capital stock on the last day of the immediately preceding calendar year;

and (B) such smaller amount as determined by the

Board, provided that no more than 2,500,000 shares of Common Stock may be issued upon the exercise of Incentive Stock Options.

outstanding awards expire, are canceled or are forfeited, the underlying shares would be available for future grants under the 2023 Plan.

As of the date of approval of the financial statements, the Company had reserved 2,500,000 shares of Common Stock for issuance under

the 2023 Plan.

The 2023 Plan permits the issuance of up to (i) 2,500,000 shares of Common Stock, plus (ii) an annual

increase equal to the lesser of (A) 5 % of the Company’s outstanding capital stock on the last day of the immediately preceding

calendar year;

and (B) such smaller amount as determined by the Board, provided that no more than 2,500,000 shares of Common Stock may

be issued upon the exercise of Incentive Stock Options.

If any outstanding awards expire, are canceled or are forfeited, the underlying

shares would be available for future grants under the 2023 Plan.

As of the date of approval of the financial statements, the Company

had reserved 2,500,000 shares of Common Stock for issuance under the 2023 Plan.

2023 Plan provides for the grant of stock options, restricted stock, restricted stock units, stock or other stock-based awards, under

13 unchanged sentences

the time of exercise of an option or at the time of vesting of an RSU, as applicable.

of the date of approval of these financial statements, no stock-based awards were granted by the Company under 2023 Plan.

of the date of approval of these financial statements, 51,020 stock-based awards were granted by the Company under 2023 Plan (see note

September 14, 2022, Gix Media declared a dividend in the amount of $ 1,000 of which an amount of $ 83 was paid as tax to the Israeli

7 unchanged sentences

by Cortex to non-controlling interests in two payments of $ 219 and $ 226 in February and March 2023, respectively.

June 29, 2023, Cortex declared and distributed a dividend in the total amount of $ 153 to the non-controlling interests.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1 unchanged sentence

SEGMENT REPORTING

Group operates in two different segments in such a way that each company in the Group

operates as a separate business segment.

Group operates in two different segments in such a way that each company in the Group operates as a separate business segment.

segment - the search segment develops a variety of technological software solutions, which perform automation, optimization and monetization

8 unchanged sentences

are not allocated to the various segments.

assets and liabilities are not reviewed by the CODM and therefore were not reflected in the segment reporting.

assets and liabilities are not reviewed by the Group’s chief operating decision maker and therefore were not reflected in the segment

revenues and operating results:

2 unchanged sentences

Digital content segment

For the three

March 31, 2023

Revenues from external customers

Depreciation and amortization

Segment operating income (loss)

Financial (expenses) income, net

Segment Income (loss), before income taxes

For the six months ended June 30, 2023

Search segment

Digital content segment

For the three

March 31, 2022

Revenues from external customers

Depreciation and amortization

Segment operating income

Financial (expenses) income, net

Segment operating income (loss)

Financial expenses, net

Segment Income (loss), before income taxes

the six months ended June 30, 2022

content segment

Revenues from

external customers

Depreciation and amortization

Segment operating income (loss)

Financial (expenses) income,

Segment Income (loss), before

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1 unchanged sentence

SEGMENT REPORTING (Cont.)

the three months ended June 30, 2023

content segment

Revenues from

external customers

Depreciation and amortization

Segment operating income (loss)

Financial expenses, net

Segment Income (loss), before

the three months ended June 30, 2022

content segment

Revenues from

external customers

Depreciation and amortization

Segment operating income (loss)

Financial (expenses) income,

Segment Income (loss), before

Mainly consist of financial expenses from the Financing Agreement of bank loans taken for business combinations (see note 6).

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

SEGMENT REPORTING (Cont.)

“adjustment” column for segment operating income includes unallocated selling, general, and administrative expenses and certain

1 unchanged sentence

OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS

June 30, 2023

For the three

June 30, 2023

Depreciation and amortization expenses not attributable to segments (**)

General and administrative not attributable to the segments (***)

June 30, 2022

For the three

June 30, 2022

Depreciation and amortization expenses not attributable to segments (**)

General and administrative not attributable to the segments (***)

consist of financial expenses from the Financing Agreement of bank loans taken for business combinations (see note 6).

consist of technology and customer relations amortization costs from business combinations.

consist of salary and related expenses, professional consulting expenses and other expenses in connection with the business combinations

and the Reorganization Transaction.

consist of salary and related expenses and professional consulting expenses.

SUBSEQUENT EVENTS

On April 27, 2023, Leumi increased the Cortex Credit Line by

$ 1,000 , which was fully withdrawn by Cortex.

July 20, 2023, the Company granted 51,020 restricted share units (the “RSUs”) to the new CEO of Gix Media, the subsidiary

of the Company, as part of his employment terms, (the “Grantee”) under the following terms and conditions:

(1) number of

Common Stock underlying the grant of RSUs:

51,020 (2) Vesting Commencement Date:

July 1, 2023 (3) vesting schedule:

50% of the RSUs

will vest immediately upon the Vesting Commencement Date and the remaining 50% of the RSUs will vest 12 months after the Vesting Commencement

Date, provided, in each case, that the Grantee remains continuously as a Service Provider (as defined under the 2023 Plan) of Gix Media

or its affiliates throughout each such vesting date .

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