What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-08-14 compared with 2023-05-15 · 161 added, 139 removed, 119 unchanged (72% of the section changed)

2 unchanged sentences

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

statements as of March 31, 2023 and 2022, 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

statements as of June 30, 2023 and 2022, and the related statements of statement operation, statement of changes in shareholders’

equity and statements of cash flows for the six and three months then ended, and the related notes thereto contained in this Quarterly

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

38 unchanged sentences

and Background

(the “Registrant”, “Viewbix” or the “Company”) is a digital advertising platform that

develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns.

Viewbix’s operations were previously focused on analysis of the video marketing performance of its clients as well as the

effectiveness of their messaging (“Video Advertising Platform”).

With the Video Advertising Platform, Viewbix allowed

its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with

The Video Advertising Platform measures when a viewer performs a specific action while watching a video and collects and

reports the results to the client.

However, due to the Company’s failure to meet predetermined sales targets which were set

pursuant to the Recapitalization Transaction (as defined below), in January 2020, the Company determined to reduce its operations and the size of its

sales and R&D team in the Digital Advertising Platform.

(the “Registrant”, “Viewbix” or the “Company”) is a digital advertising platform that develops

and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns.

Viewbix’s operations

were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging

(“Video Advertising Platform”).

With the Video Advertising Platform, Viewbix allowed its clients with digital video properties

the ability to use its platforms in a way that allows viewers to engage and interact with the video.

The Video Advertising Platform measures

when a viewer performs a specific action while watching a video and collects and reports the results to the client.

However, due to the

Company’s failure to meet predetermined sales targets which were set pursuant to the Recapitalization Transaction (as defined below),

in January 2020, the Company determined to reduce its operations and the size of its sales and R&D team in the Digital Advertising

Company, through its subsidiaries Gix Media and Cortex, expanded its digital advertising operations across two additional main sectors:

5 unchanged sentences

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

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

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.

March 16, 2015, Zaxis and Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State

of Israel (“Emerald Israel”) executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became

the Company’s wholly-owned subsidiary.

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

Emerald Israel was engaged in the business of developing Emerald Israel’s DermaCompare technology and the development, sale

and service of imaging solutions utilizing its DermaCompare software for use in derma imaging and analytics for the detection of skin

On January 29, 2018, the Company ceased the DermaCompare operations of its former subsidiary.

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

(the “VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or

sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices.

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

to 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

(formerly known as Algomizer Ltd.), a company organized under the laws of the State of Israel (“Gix Internet” or “Parent

Company”), pursuant to which Gix Internet 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 Company.

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.

Reorganization

3 unchanged sentences

primarily search and content monetization 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 wholly-owned

subsidiary of the Company.

Prior to the closing of the Reorganization Transaction, Gix Media was

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

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 wholly-owned subsidiary of the Company.

the closing of the Reorganization Transaction, Gix Media was a majority-owned subsidiary of Gix Internet, which held approximately 58%

of the common stock of the Company, par value $0.0001 per share (“Common Stock”), on a fully diluted basis.

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

5 unchanged sentences

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

the closing of the Reorganization Transaction, the Company

began to integrate Gix Media’s technology into its operations aiming to expand its growth potential in the search and content monetization

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.

connection with the Closing, effective as of August 31, 2022, the Company adopted an Amended and Restated Certificate of

Incorporation (“Certificate of Incorporation”), 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 “Reverse Split”) and an Amended and Restated Bylaws

All descriptions of our capital stock, including share amounts and per

share amounts in this Quarterly Report, are presented after giving effect to the Reverse Split.

the closing of the Reorganization Transaction, the Company began to integrate Gix Media’s technology into its operations 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.

connection with the Closing, effective as of August 31, 2022, the Company adopted an Amended and Restated Certificate of Incorporation

(“Certificate of Incorporation”), 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 “Reverse Split”) and an Amended and Restated Bylaws (“Bylaws”).

descriptions of our capital stock, including share amounts and per share amounts in this Quarterly Report, are presented after giving

effect to the Reverse Split.

of Cortex Media Group Ltd.

17 unchanged sentences

Loan was withdrawn in connection with the purchase of the additional 10% of Cortex’s share capital on January 17, 2023.

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

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.

principal executive offices are located at 11 Derech Menachem Begin Street, Ramat Gan, Israel, 5268104 and our telephone number is +972

Our website address is www.viewbix.com .

of Operations

of Operations During the Three Months Ended March 31, 2023 as Compared to the Three Months Ended March 31, 2022

revenues were $20,862 thousand for the three months ended March 31, 2023, compared to $20,435 thousand during the same period in the

revenues from Cortex’s Content Platform were $15,752 thousand for the three months ended March 31, 2023, an increase of $1,353

as compared to $14,399 thousand during the same period in the prior year.

The reasons for the increase during the three months ended

March 31, 2023 are due to:

(1) operational growth of the advertising platforms used by Cortex for its reader traffic acquisition

(2) an increase in the amount of readers exposed to Cortex’s digital content websites (the “Cortex

Websites”) as result of the increase in the content displayed on the Cortex Websites;

and (3) the successful increase of

digital content published in Spanish, and launch of digital content published in new languages such as Portuguese and German y.

revenues from Gix Media’s Search Platform were $5,110 thousand for the three months ended March 31, 2023, a decrease of $926

as compared to $6,036 thousand during the same period in the prior year.

The reasons for the decrease during the three months ended

March 31, 2023 are due to the decrease in the amount of search referrals conducted by users, provided by Gix Media

to search engines, caused primarily by a decrease in the amount of searches received from Gix Media’s third party strategic

partners, including a significant strategic partner of Gix Media.

In response to this decrease, Gix Media expanded its user traffic resources

during the three months ended March 31, 2023, by engaging with new strategic partners, which in turn mitigated the scope of the

traffic-acquisition and related costs were $17,981 thousand for the three months ended March 31, 2023, a slight increase as compared

of Operations During the Three Months Ended June 30, 2023 as Compared to the Three Months Ended June 30, 2022

revenues were $27,154 thousand for the three months ended June 30, 2023, compared to $22,902 thousand during the same period in the prior

revenues from Cortex’s Content Platform were $21,312 thousand for the three months ended June 30, 2023, an increase of $4,272 as

compared to $17,040 thousand during the same period in the prior year.

The reasons for the increase during the three months ended June

30, 2023 are due to:

(1) operational growth of the advertising platforms used by Cortex for its reader traffic acquisition process;

an increase in the amount of readers exposed to Cortex’s digital content websites (the “Cortex Websites”) as result

of the increase in the content displayed on the Cortex Websites;

and (3) the successful increase of digital content published in Spanish,

and launch of digital content published in new languages such as Portuguese and German.

revenues from Gix Media’s Search Platform were $5,842 thousand for the three months ended June 30, 2023, a slight decrease as compared

to $5,862 thousand during the same period in the prior year.

The reason for the increase in the three months ended March 31, 2023, is

traffic-acquisition and related costs were $24,050 thousand for the three months ended June 30, 2023, an increase of $4,400 compared

to $19,650 thousand during the same period in the prior year.

The reason for the increase in the three months ended June 30, 2023, is

due to the increase in the Content Platform’s revenues.

research and development expenses were $796 thousand for the three months ended March 31, 2023, as compared to $848 thousand during the

research and development expenses were $717 thousand for the three months ended June 30, 2023, as compared to $793 thousand during the

same period in the prior year.

The reason for the decrease in the three months ended March 31, 2023, is due to the reduction of expenses

in the Search Platform, primarily in salaries, technological services, and overheads.

selling and marketing expenses increased to $723 thousand for the three months ended March 31, 2023, as compared to $620 thousand during

The reason for the decrease in the three months ended June 30, 2023, is due to the reduction of expenses

in the Search Platform, primarily in salaries and technological services.

selling and marketing expenses increased to $715 thousand for the three months ended June 30, 2023, as compared to $605 thousand during

the same period in the prior year.

The reason for the increase in the three months ended March 31, 2023, is due to the increase of the

costs incurred in connection with the increase in the content displayed on the Cortex Websites.

general and administrative expenses increased to $704 thousand for the three months ended March 31, 2023, as compared to $547 thousand

The reason for the increase in the three months ended June 30, 2023, is due to the increase of selling

and marketing expenses incurred in connection with the increase in the content displayed on the Cortex Websites and an increase primarily

in salaries in the Search Platform.

general and administrative expenses increased to $688 thousand for the three months ended June 30, 2023, as compared to $329 thousand

during the same period in the prior year.

The reason for the increase in the three months ended March 31, 2023, is due to the increase

The reason for the increase in the three months ended June 30, 2023, is due to the increase

in salary and related costs following the Reorganization Transaction with Gix Media on September 19, 2022, which led to the expansion

of the Company’s management team, which included, among other things, the appointment of a chairman in June 2022 and a chief financial

officer in July 2022.

In addition, during the three months ended March 31, 2023, there was an increase in professional services and consultant

costs following the Reorganization Transaction, as compared to the three months ended March 31, 2022.

depreciation and amortization expenses increased to $734 thousand for the three months ended March 31, 2023, as compared to $586 thousand

of the Company’s management team, which included, among other things, the appointment of a chairman in June 2022 and a full-time

chief financial officer in July 2022.

In addition, during the three months ended June 30, 2023, there was an increase in professional

services and consultant costs following the Reorganization Transaction, as compared to the three months ended June 30, 2022.

depreciation and amortization expenses for the three months ended June 30, 2023, were $734 thousand as compared to $729 thousand during

the same period in the prior year.

other expenses for the three months ended June 30, 2023 were $0 thousand, compared to $35 thousand during the three months ended June

The decrease in our other expenses during to the three months ended June 30, 2023 is due to expenses incurred during the three

months ended June 30, 2022, in connection with the Reorganization Transaction which was consummated on September 19, 2022.

net financial expenses were $246 thousand for the three months ended June 30, 2023, compared to $736 thousand net financial expenses

during the same period in the prior year.

The reason for the increase in the three months ended March 31, 2023, is due to reflection

of the historical cost and depreciation expenses of all intangible assets as reflected in the consolidated financial statements of Medigus

The reason for the decrease during the three months ended June 30, 2023, is mainly due to the

decrease in the financial expenses relating to the USD to NIS exchange rate, as compared to the three months ended June 30, 2022, which

was partially offset by the increase in interest expenses related to the Company’s bank loans due to increases in the market’s

interest rates during the three months ended June 30, 2023.

income tax expenses were $87 thousand for the three months ended June 30, 2023, as compared to a $23 thousand tax benefit during the

same period in the prior year.

The reason for the increase during the three months ended June 30, 2023, is due to the fact that during

the three months ended June 30, 2022, Gix Media recorded a tax benefit from previous years.

of Operations During the Six Months Ended June 30, 2023 as Compared to the Six Months Ended June 30, 2023

revenues were $48,016 thousand for the six months ended June 30, 2023, compared to $43,337 thousand during the same period in the prior

revenues from Cortex’s Content Platform were $37,064 thousand for the six months ended June 30, 2023, an increase of $5,625 as

compared to $31,439 thousand during the same period in the prior year.

The reasons for the increase during the six months ended June

30, 2023 are due to:

(1) operational growth of the advertising platforms used by Cortex for its reader traffic acquisition process;

an increase in the amount of readers exposed to the Cortex Websites as result of the increase in the content displayed on the Cortex

and (3) the successful increase of digital content published in Spanish, and launch of digital content published in new languages

such as Portuguese and German.

revenues from Gix Media’s Search Platform were $10,952 thousand for the six months ended June 30, 2023, a decrease of $946 as compared

to $11,898 thousand during the same period in the prior year.

The reasons for the decrease during the six months ended June 30, 2023,

are due to the decrease in the amount of search referrals conducted by users, provided by Gix Media to search engines, caused primarily

by a decrease in the number of searches received from Gix Media’s third party strategic partners, including a significant strategic

partner of Gix Media.

In response to this decrease, Gix Media expanded its user traffic resources during the six months ended June 30,

2023, by engaging with new strategic partners, which in turn mitigated the scope of the decrease.

traffic-acquisition and related costs were $42,031 thousand for the six months ended June 30, 2023, an increase of $4,766 compared to

$37,265 thousand during the same period in the prior year.

The reason for the increase in the six months ended June 30, 2023, is due

to the increase in the Content Platform’s revenues.

research and development expenses were $1,513 thousand for the six months ended June 30, 2023, compared to $1,641 thousand during the

same period in the prior year.

The reason for the decrease in the three months ended June 30, 2023, is due to the reduction of expenses

in the Search Platform, primarily in salaries and technological services.

selling and marketing expenses were $1,438 thousand for the six months ended June 30, 2023, which is an increase of $213 thousand as

compared to $1,225 thousand during the same period in the prior year.

The increase of selling and marketing expenses during the six months

ended June 30, 2023, is due to expenses incurred in connection with the increase in the content displayed on the Cortex Websites and

an increase primarily in salaries in the Search Platform.

general and administrative expenses were $1,392 thousand for the six months ended June 30, 2023, an increase of $516 as compared to $876

thousand during the same period in the prior year.

The reason for the increase in the six months ended June 30, 2023, is due to the increase

in salary and related costs following the Reorganization Transaction with Gix Media on September 19, 2022, which led to the expansion

of the Company’s management team, which included, among other things, the appointment of a chairman of the board in June 2022 and

a full-time chief financial officer in July 2022.

In addition, during the six months ended June 30, 2023, there was an increase in professional

services and consultant costs following the Reorganization Transaction, as compared to the six months ended June 30, 2022.

depreciation and amortization expenses increased to $1,468 thousand for the six months ended June 30, 2023, as compared to $1,315 thousand

during the same period in the prior year.

The reason for the increase in the six months ended June 30, 2023, is due to reflection of

the historical cost and depreciation expenses of all intangible assets as reflected in the consolidated financial statements of Medigus

Ltd., due to the Reorganization Transaction on September 19, 2022.

As the Company and Gix Media were Interim Condensed Consolidated both

As the Company and Gix Media were consolidated both

by Gix Internet 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 (see Note 1b of our consolidated financial statements appearing elsewhere

in this Quarterly Report on Form 10-Q).

net financial expenses were $185 thousand for the three months ended March 31, 2023, compared to $337 thousand net financial expenses

during the same period in the prior year.

The reason for the decrease during the three months ended March 31, 2023, is mainly due to

the decrease in the financial expenses relating to the USD to NIS exchange rate, as compared to the three months ended March 31, 2022.

In the three months ended March 31, 2023, the net financial expenses were related to the increased interest on the Company’s bank

loans due to the increases in the market’s interest rates.

tax expenses were $84 thousand for the three months ended March 31, 2023, as compared to $31 income tax thousand during the same period

was accounted for as a transaction between entities under common control (see Note 1b of our consolidated financial statements appearing

elsewhere in this Quarterly Report on Form 10-Q).

other expenses were $0 thousand for the six months ended June 30, 2023, compared to $35 thousand during the six months ended June 30,

The decrease in our other expenses during the six months ended June 30, 2023 is due to expenses incurred during the six months

ended June 30, 2023, in connection with the Reorganization Transaction which was consummated on September 19, 2022.

net financial expenses were $431 thousand for the six months ended June 30, 2023, compared to $1,073 thousand during the same period

in the prior year.

The reason for the increase during the three months ended March 31, 2023, is due to the increase in Cortex’s

income before tax.

The reason for the decrease during the six months ended June 30, 2023, is mainly due to the decrease in financial

expenses relating to the USD to NIS exchange rate, as compared to the six months ended June 30, 2022, which was partially offset by the

increase in interest expenses related to the Company’s bank loans due to increases in the market’s interest rates during

the six months ended June 30, 2023.

income tax expenses were $171 thousand for the six months ended June 30, 2023, as compared to $8 thousand during the same period in the

The reason for the increase during the six months ended June 30, 2023, is due to the fact that during the six months ended

June 30, 2022, Gix Media recorded a tax benefit from previous years.

and Capital Resources

of March 31, 2023, we had current assets of $21,971 thousand consisting of $1,771 thousand in cash and cash equivalents, $184

thousand restricted deposits, $15,559 thousand in accounts receivable, $822 thousand in other current assets and $3,635 thousand in

loan to our Parent Company.

of March 31, 2023, we had non-current assets of $33,016 thousand consisting of $51 thousand in severance pay funds, $257 thousand in

deferred taxes, $464 thousand in operating lease right-of-use asset, $284 thousand in property and equipment net, $14,599 thousand in

intangible assets, net and $17,361 thousand in goodwill.

of March 31, 2023, we had $22,223 thousand in current liabilities consisting of $14,056 thousand in accounts payable, $1,381 thousand

of June 30, 2023, we had current assets of $26,283 thousand, consisting of $3,304 thousand in cash and cash equivalents, $182 thousand

restricted deposits, $18,415 thousand in accounts receivable, $693 thousand in other current assets and $3,689 thousand in a loan to

our Parent Company.

of June 30, 2023, we had non-current assets of $32,171 thousand, consisting of $211 thousand in deferred taxes, $442 thousand in operating

lease right-of-use asset, $272 thousand in property and equipment net, $13,885 thousand in intangible assets net and $17,361 thousand

of June 30, 2023, we had $26,592 thousand in current liabilities consisting of $17,345 thousand in accounts payable, $1,285 thousand

in other payables, $7,879 thousand in short term loans and current maturities of long-term loans, $83 thousand in operating lease liabilities

– short term.

of March 31, 2023, we had $5,805 thousand in non-current liabilities consisting of $148 thousand in accrued severance pay, $3,585 thousand

long-term loans, $360 thousand in operating lease liabilities - long term and $1,712 thousand in deferred taxes.

of December 31, 2022, we had current assets of $29,841 thousand consisting of $4,196 thousand in cash and cash equivalents, $185

thousand restricted deposits, $20,945 thousand in accounts receivable, $973 thousand in other current assets and a $3,542 thousand in

loan to our Parent Company.

of June 30, 2023, we had $5,094 thousand in non-current liabilities consisting of $3,128 thousand long-term loans, $334 thousand in operating

lease liabilities - long term and $1,632 thousand in deferred taxes.

of December 31, 2022, we had current assets of $29,841 thousand consisting of $4,196 thousand in cash and cash equivalents, $185 thousand

restricted deposits, $20,945 thousand in accounts receivable, $973 thousand in other current assets and a $3,542 thousand in loan to

our Parent Company.

of December 31, 2022, we had non-current assets of $33,854 thousand consisting of $52 thousand in severance pay funds, $340 thousand

6 unchanged sentences

thousand in long-term loan, $388 thousand in operating lease liabilities - long term and $1,853 thousand in deferred taxes.

had a negative working capital of $252 thousand compared to positive working capital of $1,319 thousand as of March 31, 2023 and December

had a negative working capital of $309 thousand compared to positive working capital of $1,319 thousand as of June 30, 2023 and December

31, 2022, respectively.

the three months ended March 31, 2023, we had positive cash flow from operating activities of $12 thousand, which was mainly the result

of $345 thousand in net loss, $679 thousand from positive adjustments to operating activities, and $322 thousands from negative changes

the three months ended June 30, 2023, we had a positive cash flow from operating activities of $1,003 thousand, which was the result

of $83 thousand in net loss, $723 thousand from positive adjustments to operating activities, and $363 thousands from positive changes

in assets and liabilities items.

the three months ended March 31, 2022, we had negative cash flow from operating activities of $1,950 thousand, which was mainly the result

of $149 thousand in net loss, $694 thousand from positive adjustments to operating activities offset by $2,495 negative changes in assets

the six months ended June 30, 2023, we had positive cash flow from operating activities of $1,015 thousand, which was the result of $428

thousand in net loss, $1,402 thousand from positive adjustments to operating activities, and $41 thousands from positive changes in assets

and liabilities items.

1 unchanged sentence

funds or raise funds through the issuance of shares of its common stock to affect a business combination.

December 18, 2020, we entered into a Loan Agreement (the “Loan Agreement”) with certain investors pursuant to which the investors

lent us an aggregate of $69,000 (the “Principal Amount”).

In accordance with the terms of the Loan Agreement, we repaid the

interest on the Principal Amount (8% compounded annually) to the investors by issuing 19,715 shares of Common Stock, at a price per share

The shares of Common Stock were issued to the investors pursuant to Regulation S of the Securities Act of 1933, as amended.

In January 2023 we agreed to repay the outstanding Principal Amount to the investors in three equal monthly payments.

As of the date

of this Quarterly Report, we have fully repaid the outstanding Principal Amount.

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

(1) a floating lien on Gix Media’s assets;

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;

(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.

of March 31, 2023, the Company has also provided several liens under Financing Agreement with Leumi in connection with the Cortex Acquisition,

(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;

and (5) a lien on all of Gix Media’s

holdings in Cortex.

of June 30, 2023, the Company has also provided several liens under Financing Agreement with Leumi in connection with the Cortex Acquisition,

(1) a guarantee to Leumi of all of Gix Media’s obligations and undertakings to Leumi, unlimited in amount;

(2) a subordination

letter on behalf of the Company to Leumi;

(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 accounts.

and (4) a Deposit Account

Control Agreement over the Company’s bank accounts.

to the Financing Agreement, Gix Media undertook to meet financial covenants over the life of the loans as follows:

2 unchanged sentences

first two years and will not exceed 1.75 in the following two years.

As of March 31, 2023, Gix Media is in compliance with the financial

As of June 30, 2023, Gix Media is in compliance with the financial

covenants in connection with the Financing Agreement.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis