What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-08-14 compared with 2024-05-20 · 464 added, 191 removed, 151 unchanged (81% of the section changed)

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

statements as of March 31, 2024 and 2023, 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, 2024 and 2023, 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”).

reporting currency and functional currency is the U.S.

Unless otherwise expressly stated or the context otherwise requires, references

in this prospectus to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S.

July 10, 2024, our board of directors approved a one-for-four consolidation of our share capital, pursuant to which holders of our

shares of common stock will receive one share of common stock for every four shares of common stock held.

The reverse split is not

yet in effect, and will be effectuated upon approval by FINRA.

Unless the context expressly indicates otherwise, all references to

share and per share amounts referred to herein reflect the amounts before giving effect to the reverse split.

Forward-Looking

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

continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued

the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued

growth and acceptance of digital advertising as effective alternatives to traditional offline marketing products and service;

ability to retain and attract a programmatic advertiser, and the associated payments received from such programmatic advertisers’

our ability to retain and attract a programmatic advertiser, and the associated payments received from such programmatic advertisers’

ads on websites which have been categorized as “Made for Advertising”;

ability to generate enough cash flow to meet our debt obligations or fund our other liquidity needs, and substantial doubt regarding

our ability to generate enough cash flow to meet our debt obligations or fund our other liquidity needs, 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

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;

ability to receive credit facility to fund our operations, at favorable terms, or at all;

ability to pay our obligations when they become due, including the contemplated debt restructuring program currently under negotiation

with our credit and debtholders;

subsidiaries’ future performance, including our ability to instill potential measures to assist Cortex and Gix Media in mitigating

our ability to receive credit facility to fund our operations, at favorable terms, or at all;

our ability to pay our obligations when they become due, including our loan and facility agreements and Financing Agreement (as defined

our subsidiaries’ future performance, including our ability to instill potential measures to assist Cortex and Gix Media in mitigating

future economic harm;

of new competitors and products, the impact of large and established internet and technology companies and potential technological

entry of new competitors and products, the impact of large and established internet and technology companies and potential technological

obsolescence of our offered platforms;

economic and military conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza

Strip and elsewhere in the region and Israel’s war against them, as well as the war’s potential impact on our business

political, economic and military conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the

Gaza Strip and elsewhere in the region and Israel’s war against them, as well as the war’s potential impact on our business

and operation.

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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.

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 with Gix Internet

Ltd., 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:

ad search and digital content (the “Search Platform” and the “Content Platform”, respectively”).

and Cortex develop and market a variety of technological software solutions that automate, optimize and monetize online campaigns.

also creates, edits and markets content in various languages to different target audiences in order to generate revenues from advertisements

displayed together with the content, which are posted on digital content, marketing and advertising platforms.

These technological tools

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

(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 in note 1.A to the interim condensed consolidated financial statements).

with Gix Internet Ltd., in January 2020, the Company determined to reduce its operations and the size of its sales and R&D team

in Video Advertising Platform.

Company, through its subsidiaries Gix Media Ltd.

(“Gix Media”) and Cortex Media Group Ltd.

(“Cortex”), expanded

its digital advertising operations across two main sectors:

ad search and digital content (the “Search Platform”

and the “Content Platform”, respectively”).

Gix Media and Cortex develop and market a variety of technological software

solutions that automate, optimize and monetize online campaigns.

Cortex also creates, edits and markets content in various languages

to different target audiences in order to generate revenues from advertisements displayed together with the content, which are posted

on digital content, marketing and advertising platforms.

These technological tools enable advertisers and website owners to earn more

from their advertising campaigns and generate additional profits from their sites.

its Search Platform, the Company provides services to leading search engines worldwide (“Search Engines”) by developing,

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The operations and activity on this platform are powered by Cortex.

Media’s Search Platform allows for the referral of user traffic (i.e., searches that are performed by internet users) to Search

Engines, such as Yahoo and Bing, where the Search Engines display the ads of their customers.

The Search Engines pay Gix Media for the

searches that were referred by it, based on the amount of consideration that the Search Engine receives from the advertisers for the

user traffic generated, less a certain percentage from the revenues attributed to the Search Engine.

Since the customers of Gix Media

are the Search Engines, and not the advertisers, Gix Media recognizes revenues for the actual amount received from the Search Engines,

and not from the advertisement revenue itself.

Media’s Search Platform allows for the referral of user traffic (i.e., searches that are performed by internet users) to the

Search Engines, such as Yahoo and Bing, where the Search Engines display the ads of their customers.

The Search Engines pay Gix

Media for the searches that were referred by it, based on the amount of consideration that the Search Engine receives from the

advertisers for the user traffic generated, less a certain percentage from the revenues attributed to the Search Engine.

customers of Gix Media are the Search Engines, and not the advertisers, Gix Media recognizes revenues for the actual amount received

from the Search Engines, and not from the advertisement revenue itself.

referral of user traffic by Gix Media to the Search Engines is possible after users download Gix Media’s products, which are browser

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measurement of performance on the various platforms that display the content.

Adverse Effect

April 2024, the Company was informed by Cortex, that certain recent developments relating to publishers that are categorized by a number

of programmatic advertisers as “Made for Advertising” (“MFA”) sites, including decisions made by leading media programmatic

advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA, have materially affected

Cortex’s business and operations.

In connection with the foregoing, a significant customer of Cortex recently notified Cortex that

in light of the foregoing changes relating to MFA that customer decided to stop advertising on Cortex’s Websites, which decision

Cortex anticipates will significantly and negatively impact its future revenue streams (the “Cortex Adverse Effect”).

receipt of this update, the Company’s board of directors convened a meeting to discuss the implications on the Company as well

as potential measures to assist Cortex in mitigating any future economic harm to Cortex and the Company, including (inter alia), assisting

with reducing operating expenses, helping identify new revenues sources for Cortex, participating in any negotiations with Cortex’s

and Gix Media’s bank regarding the terms of its outstanding loans and business plans in an effort to provide additional liquidity

and ensure continued compliance with Cortex’s and Gix Media’s obligations towards the bank, and assisting with fundraising

prospects in debt or equity capital in order to help enable Cortex’s and Gix Media’s continued business and operations.

the Cortex Adverse Effect, the Company updated Cortex’s and Gix Media’s bank, in which Cortex’s and Gix Media’s

accounts, credit facilities, and loans rendered by the bank are maintained, and, as a result, the bank determined to limit each company’s

respective credit facilities with the bank until a debt restructuring program can be established between the parties.

On May 20, 2024, the Company and the bank agreed in principle on a debt

restructuring program pursuant to which, inter alia :

(i) the credit facility to Cortex was increased to 80% of the balance of Cortex’s

customers (up to a limit of $2 million), as opposed to the 70% limitation imposed previously;

(ii) Gix Media’s monthly revolving

credit facilities were increased by an additional $300 thousand;

(iii) the Company committed to perform cost-cutting measures, including

a reduction in head count;

(iv) the Company committed to pursue a capital raise of up to $1.25 million by means of issuance of equity

(v) the covenants under the original loan agreements as of March 31, 2024 were waived;

(vi) a new covenant, measured by reference

to EBTIDA, was implemented;

and (vii) implemented a grace period in relation to a portion of the monthly loan repayments was given (the

The Program will be in effect until August 2024, after which it will be

renegotiated between the Company and the bank.

Facilities of the Company

Loan Agreement

November 15, 2023, Viewbix Ltd., the Company’s subsidiary (“Viewbix Israel”) entered into a Loan Agreement (the

“2023 Loan”) with certain lenders (the “2023 Loan Lenders”) whereby the Lenders provided Viewbix Israel with

loans in the aggregate amount of $480,000 (which sum may be increased to up to $1,000,000, at the discretion of the 2023 Loan

In accordance with the terms of the 2023 Loan, the principal amount bears an annual interest at a rate of 9% and shall be

repaid over the course of two years following January 1, 2024.

In the event that Viewbix Israel fails to repay a part or all of the

loan amount (including the accrued interest) and subject to certain conditions, the outstanding loan amount may be converted, at

each 2023 Loan Lender’s discretion, into shares of the Company’s Common Stock, at a price per share equal to the 30-day

average of the closing bid price of the Common Stock, calculated as of such date the respective portion of the outstanding loan

amount becomes repayable.

connection with the 2023 Loan, the Company issued to each 2023 Loan Lender a warrant to purchase shares of Common Stock (the

“2023 Warrants”), such that the number of shares of Common Stock underlying each 2023 Warrant will reflect (one-for-one)

the number of dollars provided by each Lender as part of the principal amount.

Each 2023 Warrant has an exercise price per share of

Common Stock of $0.50 and will expire and cease to be exercisable on December 31, 2025.

The 2023 Warrants were issued to the Lenders

pursuant to Regulation S of the Securities Act of 1933, as amended (“Regulation S”).

2024 Facility Agreement

July 22, 2024, we entered into an amended and restated facility agreement (the “June 2024 Facility Agreement”) for a $1

million (the “June 2024 Facility Loan Amount”) credit facility (the “June 2024 Credit Facility”) with the

2023 Loan Lenders and certain lenders set forth therein (the “June 2024 Lenders”) that amends and restates the prior

facility agreement entered into on June 18, 2024 between the Company and the June 2024 Lenders (the “Prior June 2024 Facility

In addition to the June 2024 Facility Loan Amount, the June 2024 Facility Agreement contemplates the inclusion of

an additional $530,657 of outstanding debt owed by us to the June 2024 Lenders (the “June 2024 Prior Loan Amount”, and

together with the June 2024 Facility Loan Amount, the “June 2024 Loan Amount”), which June 2024 Prior Loan Amount is

entitled to certain rights under the June 2024 Credit Facility.

term (the “June 2024 Facility Term”) of the June 2024 Credit Facility expires 12 months following the date of the June 2024

Facility Agreement (the “Initial Maturity Date”), provided that, if the effectiveness of an uplisting of our shares of common

stock to a NASDAQ security exchange securities exchange (the “Uplist”) occurs prior to the Initial Maturity Date, the June 2024 Facility

Term shall expire 12 months following the effective date of the Uplist.

The June 2024 Facility Agreement sets forth a drawdown schedule

(i) an aggregate of $350,000 was drawn down on the date of the Prior June 2024 Facility Agreement, (ii) an aggregate of $150,000

was drawn down upon the filing of the Registration Statement (as defined below) and (iii) an aggregate of $500,000 drawn down upon the

effectiveness of the Uplist.

June 2024 Credit Facility accrues interest at a rate of 12% per annum, and we will also pay such interest on the June 2024 Prior Loan

Amount, which is equal to $183,679 (the “June 2024 Facility Interest”).

The June 2024 Facility Interest was paid in advance

for the first year of the June 2024 Facility in (i) shares of our common stock at a conversion rate of $0.25 for each U.S.

June 2024 Facility Interest accrued on the respective June 2024 Loan Amount, equal to an aggregate of 734,716 shares of common stock

(the “June 2024 Facility Shares”) and (b) a warrant to purchase a number of shares of common stock equal to the June 2024

Facility Shares (the “June 2024 Facility Warrant”).

following the effectiveness of the Uplist, (i) $662,957 of the June 2024 Loan Amount will convert into shares of common stock at a conversion

rate equal to $0.25 per share of our common stock (the “June 2024 Convertible Stock”) and (ii) we will issue a warrant in

substantially the same form and on substantially the same terms as a June 2024 Facility Warrant to purchase a number of shares of our

common stock equal to the June 2024 Convertible Stock with an exercise price of $0.25 per share (the “June 2024 Conversion Warrant”,

and (i) and (ii), collectively a “June 2024 Conversion Unit”).

Such portion of the June 2024 Loan Amount that is not converted

into a June 2024 Conversion Unit will remain outstanding and will not convert following the Uplist.

For the duration of the June 2024

Facility Term of the June 2024 Credit Facility, the June 2024 Lenders may elect to convert such unconverted portion of the June 2024

Loan Amount into additional June 2024 Conversion Units or, upon the expiration of the June 2024 Facility Term, such unconverted portion

of the June 2024 Loan Amount will be repaid in accordance with the terms of the June 2024 Facility Agreement.

June 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock, subject to certain

beneficial ownership limitations and price adjustments set forth therein, and will have a three-year term from the issuance date.

addition and in connection with the June 2024 Credit Facility, we agreed to pay L.I.A.

Pure Capital Ltd.

(the “June 2024 Lead

Lender”) a commission consisting of (i) 200,000 shares of common stock, (ii) a warrant in substantially the same form and on

substantially the same terms as the June 2024 Facility Warrant to purchase 200,000 shares of common stock with an exercise price of

$0.25 per share (the “June 2024 Lead Lender Warrant”) and (iii) a warrant to purchase 2,500,000 shares of common stock

with an exercise price of $1.00 per share, representing an aggregate exercise amount of $2.5 million, subject to beneficial

ownership limitations and adjustments (the “June 2024 Lead Lender Fee Warrant” and together with the June 2024 Lead

Lender Warrant and the June 2024 Facility Warrants, the “June 2024 Warrants”).

June 2024 Lead Lender Fee Warrant were immediately exercisable upon issuance and have a three-year term from the issuance date.

the closing of the Private Placement (as defined below), the exercise price of the June 2024 Lead Lender Fee Warrant was adjusted to

$0.118, which is the effective price per share of common stock in the Private Placement, or the June 2024 Lead Lender Fee Warrant Adjusted

Exercise Price, and the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrant was also

adjusted to a total 21,186,440 shares, or the June 2024 Lead Lender Fee Warrant Adjusted Shares, such that the product of the June 2024

Lead Lender Fee Warrant Adjusted Exercise Price and the June 2024 Lead Lender Fee Warrant Adjusted Shares is equal to an aggregate exercise

amount of $2.5 million.

undertook to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the

“SEC”) to register, inter alia, the resale by the June 2024 Lenders of shares of common stock underlying the June 2024 Credit

Facility, the June 2024 Warrants and the June 2024 Conversion Units, which we filed on July 31, 2024.

July 3, 2024, we entered into a definitive securities purchase agreement (the “Purchase Agreement”) with a global investment

firm (the “Lead Investor”) for the purchase and sale in a private placement (the “Private Placement”) of units

(the “Units”) consisting of (i) 1,027,500 shares of our common stock (the “PIPE Shares”) and (ii) common stock

purchase warrants (the “PIPE Warrants”) to purchase up to 1,541,250 shares of our common stock (the “PIPE Warrant Shares”)

to the Lead Investor and other investors (collectively, the “Investors”) acceptable to the Lead Investor and us.

Placement closed on July 3, 2024.

The purchase price per Unit was $0.25.

PIPE Warrants are exercisable upon issuance at an exercise price of $0.25 per share, subject to certain adjustments and certain anti-dilution

protection set forth therein, and will have a three-year term from the issuance date.

In addition, the PIPE Warrants are subject to an

automatic exercise provision in the event that our shares of common stock are approved for listing on the Nasdaq Capital Market.

aggregate gross proceeds to us from the Private Placement were $256,875.

connection with the Private Placement, we entered into a registration rights agreement (the “Registration Rights Agreement”)

with the Investors.

Pursuant to the Registration Rights Agreement, we are required to file a resale registration statement (the “PIPE

Registration Statement”) with the SEC to register for resale of the PIPE Shares issued in the Private Placement and the PIPE Warrant

Shares issuable upon exercise of the PIPE Warrants, within 30 days of the date of the Purchase Agreement, and to have such PIPE Registration

Statement declared effective within 30 days following the filing date of the PIPE Registration Statement in the event the PIPE Registration

Statement is not reviewed by the SEC, or 60 days following the filing date of the PIPE Registration Statement in the event the PIPE Registration

Statement is reviewed by the SEC.

We will be obligated to pay certain liquidated damages if we fail to file the PIPE Registration Statement

when required, fail to cause the PIPE Registration Statement to be declared effective by the SEC when required, or if we fail to maintain

the effectiveness of the PIPE Registration Statement.

We filed the PIPE Registration Statement on July 31, 2024.

Purchase Agreement and the Registration Rights Agreement also contain representations, warranties, indemnification and other provisions

customary for transactions of this nature.

In addition, pursuant to the Purchase Agreement, we agreed to abide by certain customary standstill

restrictions for a period of 30 days following the effective date of the PIPE Registration Statement.

In addition, while the PIPE Warrants

are outstanding, the Investors shall not, and shall cause its affiliates to not enter into or effect, directly or indirectly, hedging

transactions that establish a net short position.

Upon the closing of the Private Placement, we reimbursed the Lead Investor $10,000

for actual and documented fees and expenses incurred.

In addition, we paid a commission to the Lead Investor of (i) a cash fee of $12,844

and (ii) 51,375 shares of our common stock.

July 2024 Facility Agreement

July 22, 2024, we entered into an amended and restated facility agreement, as amended on July 25, 2024 (as amended, the “First

July 2024 Facility Agreement”) for a $2.5 million (the “First July 2024 Facility Loan Amount”) credit facility (the

“First July 2024 Credit Facility”) with a certain lender (the “First July 2024 Lender”) that amends and restates

the prior facility agreement entered into on July 4, 2024 between the Company and the July 2024 Lender (the “Prior First July 2024

Facility Agreement”).

First July 2024 Facility Loan Amount will remain available until the earliest to occur of (a)(i) its drawing down in full, (ii) the 36-month

anniversary of the First July 2024 Facility Agreement and (b) upon such date that the Company completes a $2.0 million financing transaction

(the “First July 2024 Facility Term”).

In the event the First July 2024 Facility Term lapses, the First July 2024 Facility

Loan Amount shall be repaid to the First July 2024 Lender immediately thereafter.

First July 2024 Facility Agreement sets forth a drawdown schedule as follows:

(i) an aggregate of $50,000 was drawn down on the effective

date of the Prior First July 2024 Facility Agreement, (ii) an aggregate of $50,000 shall be drawn down upon the effectiveness of the

Uplist, and (iii) following the Uplist, an aggregate of $200,000 shall be drawn down on a quarterly basis until the First July 2024 Facility

Loan Amount is exhausted.

First July 2024 Credit Facility will accrue interest at a rate of 12% per annum (the “First July 2024 Facility Interest”).

The First July 2024 Facility Interest was paid in advance for the first year of the First July 2024 Facility in (i) 1,200,000 shares of

our common stock at a conversion rate of $0.25 for each U.S.

dollar of First July 2024 Facility Interest accrued on the respective First

July 2024 Facility Loan Amount, and (ii) 1,200,000 warrants to purchase a number of shares of our common stock at a conversion rate of

$0.25 for each U.S.

dollar of First July 2024 Facility Interest accrued on the respective First July 2024 Facility Loan Amount (the “First

July 2024 Facility Warrants”).

The First July 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25

per share of common stock, subject to certain beneficial ownership limitations and price adjustments set forth therein, and will have

a three-year term from the issuance date.

following the effectiveness of the Uplist, (i) $100,000 of the First July 2024 Facility Loan Amount will convert in shares of common

stock at a conversion rate of $0.25 per share (such amount of shares converted, the “First July 2024 Convertible Stock”),

and, (ii) we will issue a warrant to purchase such amount of First July 2024 Convertible Stock, with an exercise price of $0.25 per share

(the “First July 2024 Conversion Warrant”, and together with the First July 2024 Convertible Stock, a “First July 2024

Conversion Unit”, and collectively the “First Uplist Conversion”).

The remaining First July 2024 Facility Loan Amount

outstanding and not converted following the First Uplist Conversion shall remain available for the duration of the First July 2024 Facility

Term, whereby, upon the lapse of the First July 2024 Facility Term, such amount shall be repaid to such First July 2024 Lender.

addition and in connection with the First July 2024 Credit Facility, we agreed to pay the First July 2024 Lender a one-time fee consisting

(i) 500,000 shares of our common stock, representing five percent (5%) of the First July 2024 Facility Loan Amount at a conversion

rate of $0.25 and (ii) a warrant to purchase 1,000,000 shares of our common stock with an exercise price of $0.25 per share (the “First

July 2024 Facility Fee Warrant” and together with the First July 2024 Facility Warrants, the “First July 2024 Warrants).

undertook to file a registration statement with the SEC to register, inter alia, the resale by the First July 2024 Lender of shares of

common stock underlying the First July 2024 Credit Facility, the First July 2024 Warrants and the First July 2024 Conversion Units, which

we filed on July 31, 2024.

July 2024 Facility Agreement

July 28, 2024, we entered into a facility agreement (the “Second July 2024 Facility Agreement”) for a $3.0 million (the “Second

July 2024 Facility Loan Amount”) credit facility (the “Second July 2024 Credit Facility”) with certain lenders (the

“Second July 2024 Lenders”).

Second July 2024 Facility Loan Amount will remain available until the earliest to occur of (a)(i) its drawing down in full, (ii) the

40-month anniversary of the Second July 2024 Facility Agreement and (b) upon such date that the Company completes a $2.5 million financing

transaction (the “Second July 2024 Facility Term”).

In the event the Second July 2024 Facility Term lapses, the Second July

2024 Facility Loan Amount shall be repaid to the Second July 2024 Lenders immediately thereafter.

Second July 2024 Facility Agreement sets forth a drawdown schedule as follows:

(i) an aggregate of $80,000 was drawn down on the effective

date of the Second July 2024 Facility Agreement, (ii) an aggregate of $80,000 shall be drawn down upon the effectiveness of the Uplist,

and (iii) following the Uplist, an aggregate of $80,000 shall be drawn down on a monthly basis until the Second July 2024 Facility Loan

Amount is exhausted.

Second July 2024 Credit Facility will accrue interest at a rate of 12% per annum (the “Second July 2024 Facility Interest”).

The Second July 2024 Facility Interest was paid in advance for the first year of the Second July 2024 Facility in (i) 1,440,000 shares

of our common stock at a conversion rate of $0.25 for each U.S.

dollar of Second July 2024 Facility Interest accrued on the respective

Second July 2024 Facility Loan Amount, and (ii) 1,440,000 warrants to purchase a number of shares of our common stock at a conversion

rate of $0.25 for each U.S.

dollar of Second July 2024 Facility Interest accrued on the respective Second July 2024 Facility Loan Amount

(the “Second July 2024 Facility Warrants”).

As of the second-year anniversary of the Second July 2024 Credit Facility, the

Second July 2024 Facility Interest will be paid by us in cash to the Second July 2024 Lenders.

The Second July 2024 Facility Warrants

are exercisable upon issuance at an exercise price of $0.25 per share of common stock, subject to certain beneficial ownership limitations

and price adjustments set forth therein, and will have a three-year term from the issuance date.

following the effectiveness of the Uplist, (i) $160,000 of the Second July 2024 Facility Loan Amount will convert in shares of common

stock at a conversion rate of $0.25 per share (such amount of shares converted, the “Second July 2024 Convertible Stock”),

and (ii) we will issue a warrant to purchase such amount of Second July 2024 Convertible Stock, with an exercise price of $0.25 per

share (the “Second July 2024 Conversion Warrant”, and together with the Second July 2024 Convertible Stock, a “Second

July 2024 Conversion Unit”, and collectively the “Second Uplist Conversion”).

The remaining Second July 2024 Facility

Loan Amount outstanding and not converted following the Second Uplist Conversion shall remain available for the duration of the Second

July 2024 Facility Term, whereby, upon the lapse of the Second July 2024 Facility Term, such amount shall be repaid to such Second July

addition and in connection with the Second July 2024 Credit Facility, we agreed to pay the Second July 2024 Lenders a one-time fee consisting

of 600,000 shares of our common stock, representing five percent (5%) of the Second July 2024 Facility Loan Amount at a conversion rate

undertook to file a registration statement with the SEC to register, inter alia, the resale by the Second July 2024 Lenders of shares

of common stock underlying the Second July 2024 Credit Facility, the Second July 2024 Facility Warrants and the Second July 2024 Conversion

Units, which we filed on July 31, 2024.

Exchange Agreement

July 31, 2024, we entered into an amended and restated securities exchange agreement, or the Securities Exchange Agreement, with Metagramm

Software Ltd., or Metagramm, pursuant to which we agreed to issue to Metagramm 9.99% of our issued and outstanding capital stock on a

post-closing basis in exchange for 19.99% of Metagramm’s issued and outstanding share capital on a post-closing basis.

The transactions

contemplated by the Securities Exchange Agreement are expected to close following the Uplist (as defined above), subject to satisfaction

of customary closing conditions.

July 14, 2024 and July 25, 2024, we entered into consulting agreements (the “Consultant Agreements”) with certain consultants

(the “Consultants”) pursuant to which the Consultants agreed to provide certain services to us.

As partial compensation,

we issued 480,000 shares of our common stock (the “Consultant Shares”) to the Consultants.

to Certificate of Incorporation

July 15, 2024, the Company filed an Amendment to its Certificate of Incorporation (the “Amendment”) to effect a 1-for-4

reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock” and the “Reverse

Stock Split”).

The Amendment became effective upon filing.

Upon the effectiveness of the Reverse Stock Split, every four (4) outstanding

shares of the Company’s Common Stock were converted into, and automatically became, one (1) share of the Company’s Common

As a result of the effectiveness of the Amendment and the Reverse Stock Split, 18,839,686 shares of the Company’s Common

Stock issued and outstanding immediately prior to the Reverse Stock Split were converted into approximately 4,709,922 shares of the Company’s

Common Stock.

The Reverse Stock Split did not change the par value of the Common Stock or the number of authorized shares of Common Stock,

which was 490,000,000 shares of Common Stock immediately prior to the effectiveness of the Reverse Stock Split.

As a result of the Reverse

Stock Split, the number of shares of the Company’s Common Stock that may be purchased upon the exercise of outstanding warrants,

options, or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion

prices for these securities, have also be ratably adjusted in accordance with their terms.

All descriptions of our capital stock, including

share amounts and per share amounts in this Quarterly Report, are presented before giving effect to the Reverse Stock Split.

Reorganization

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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.

and Cortex Adverse Effect

October 13, 2021, Gix Media acquired 70% (on a fully diluted basis) of the share capital of Cortex (the “Cortex Acquisition”),

11 unchanged sentences

as conditioned in the definitive agreements of the Cortex Acquisition.

connection with the Cortex Acquisition, on October 13, 2021, Gix Media entered into a financing agreement with Bank Leumi Le Israel Ltd

connection with the Cortex Acquisition, on October 13, 2021, Gix Media entered into a financing agreement with Bank Leumi Le Israel

(“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”).

On July 25, 2022, Gix Media

and Leumi entered into an addendum to the Financing Agreement according to which Leumi will provide Gix Media with a loan of up to $1,500,000

to be withdrawn at the discretion of Gix Media by no later than January 31, 2023 (the “Additional Loan”).

The Additional

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

10, 2023, Gix Media and Leumi entered into a second addendum to the Financing Agreement (the “Second Addendum”), according

to which, effective as of September 26, 2023, certain provisions, including among others, the conditions of the financial covenants contained

therein and the interest rate quote, were amended according to the agreed terms between the parties.

Loan Agreement

November 15, 2023, Viewbix Ltd., the Company’s subsidiary (“Viewbix Israel”) entered into a Loan Agreement (the “2023

Loan”) with certain lenders (the “Lenders”) whereby the Lenders provided Viewbix Israel with loans in the aggregate

amount of $480,000 (which sum may be increased to up to $1,000,000, at the discretion of the Lenders).

In accordance with the terms of

the 2023 Loan, the principal amount bears an annual interest at a rate of 9% and shall be repaid over the course of two years following

January 1, 2024.

In the event that Viewbix Israel fails to repay a part or all of the loan amount (including the accrued interest) and

subject to certain conditions, the outstanding loan amount may be converted, at each Lender’s discretion, into shares of the Company’s

Common Stock, at a price per share equal to the 30-day average of the closing bid price of the Common Stock, calculated as of such date

the respective portion of the outstanding loan amount becomes repayable.

connection with the 2023 Loan, the Company issued to each Lender a warrant to purchase shares of Common Stock (the “2023 Warrants”),

such that the number of shares of Common Stock underlying each 2023 Warrant will reflect (one-for-one) the number of dollars provided

by each Lender as part of the principal amount.

Each 2023 Warrant has an exercise price per share of Common Stock of $0.50 and will expire

and cease to be exercisable on December 31, 2025.

The 2023 Warrants were issued to the Lenders pursuant to Regulation S of the Securities

Act of 1933, as amended (“Regulation S”).

On July 25, 2022, Gix

Media and Leumi entered into an addendum to the Financing Agreement according to which Leumi will provide Gix Media with a loan of

up to $1,500,000 to be withdrawn at the discretion of Gix Media by no later than January 31, 2023 (the “Additional

The Additional Loan was withdrawn in connection with the purchase of the additional 10% of Cortex’s share

capital on January 17, 2023.

On October 10, 2023, Gix Media and Leumi entered into a second addendum to the Financing Agreement (the

“Second Addendum”), according to which, effective as of September 26, 2023, certain provisions, including among others,

the conditions of the financial covenants contained therein and the interest rate quote, were amended according to the agreed terms

between the parties.

April 2024, the Company was informed by Cortex, that certain recent developments relating to publishers that are categorized by a number

of programmatic advertisers as “Made for Advertising” (“MFA”) sites, including decisions made by leading media

programmatic advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA, have

materially affected Cortex’s business and operations.

In connection with the foregoing, a significant customer of Cortex notified

Cortex that in light of the foregoing changes relating to MFA that customer decided to stop advertising on Cortex’s Websites, which

decision significantly and negatively impacted Cortex’s future revenue streams (the “Cortex Adverse Effect”).

receipt of this update, the Company’s board of directors convened a meeting to discuss the implications on the Company as well

as potential measures to assist Cortex in mitigating any future economic harm to Cortex and the Company, including (inter alia), assisting

with reducing operating expenses, helping identify new revenues sources for Cortex, participating in any negotiations with Cortex’s

and Gix Media’s bank regarding the terms of its outstanding loans and business plans in an effort to provide additional liquidity

and ensure continued compliance with Cortex’s and Gix Media’s obligations towards the bank, and assisting with fundraising

prospects in debt or equity capital in order to help enable Cortex’s and Gix Media’s continued business and operations.

June 13, 2024, Gix Media and Leumi entered into an addendum to an existing loan agreement between the parties which was be effective

from May 15, 2024, pursuant to which, inter alia:

(i) the addendum will be effective until August 31, 2024;

(ii) the Company is obligated

to transfer to Gix Media $600,000;

(iii) a new covenant, measured by reference to positive EBTIDA was implemented;

(iv) all payments

due to Leumi Long-term bank loan were deferred to August 31, 2024 and from September 1, 2024, payments will be repaid as schedule until

the end of the Long-term bank loan;

(v) a new $350,000 loan was granted to Gix Media on June 13, 2024, to be repaid until August 30,

2024, alongside the existing credit facility to Gix Media, which remains equal to 80% of Gix Media’s customer balance;

Media is obligated to perform a reduction in expenses, including reduction in force .

Reincorporation

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adopt an Articles of Incorporation and new bylaws under the Nevada Revised Statues, which will replace its current Certificate of Incorporation

As of the date of this Annual Report, our Board of Directors has not effected the Reincorporation.

The Reincorporation remains

subject to obtaining approval of a tax ruling from the Israeli Tax Authority.

We anticipate the Reincorporation will take effect in the

second half of 2024.

As of the date of this Quarterly Report, our Board of Directors has not effected the Reincorporation.

The Reincorporation

remains subject to obtaining approval of a tax ruling from the Israeli Tax Authority.

We anticipate the Reincorporation will take effect

in the third quarter of 2024.

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

1 unchanged sentence

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

principal executive offices are located at:

3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel and our telephone number is +972-73-391-2900.

Our website address is www.viewbix.com .

The information contained on, or that can be accessed through, our websites

is not incorporated by reference into this prospectus and is intended for informational purposes only.

of Operations

of Operations During the Three Months Ended March 31, 2024 as Compared to the Three Months Ended March 31, 2023

revenues were $10,002 thousand for the three months ended March 31, 2024, compared to $20,862 thousand during the same period in the

revenues from Cortex’s Content Platform were $7,530 thousand for the three months ended March 31, 2024, a decrease of $8,222 as

of Operations During the Three Months Ended June 30, 2024 as Compared to the Three Months Ended June 30, 2023

revenues were $7,33 3 thousand for the three months ended June 30, 2024, compared to $27,154 thousand during the same period in the prior

revenues from Cortex’s Content Platform were $6,218 thousand for the three months ended June 30, 2024, a decrease of 15,094 as

compared to $21,312 thousand during the same period in the prior year.

The reason for the decrease during the three months ended March

31, 2024, is due to a decrease of user traffic acquisition from Third-Party Platforms causing a lower amount of users to reach the Cortex

Websites and thus decreasing the exposures to the ads displayed on the Cortex Websites, and an industry-wide decrease in advertising

revenues from Gix Media’s Search Platform were $2,472 thousand for the three months ended March 31, 2024, a decrease of $2,638

as compared to $5,110 thousand during the same period in the prior year.

The reasons for the decrease during the three months ended March

31, 2024, is due to the decrease in the amount of search referrals conducted by users, provided by Gix Media to search engines, caused

The reasons for the decrease during the three months ended June

30, 2024 are due to the Cortex Adverse Effect .

revenues from Gix Media’s Search Platform were $1,115 thousand for the three months ended June 30, 2024, a decrease of $4,727 as

compared to $5,842 thousand during the same period in the prior year.

The reasons for the decrease during the three months ended June

30, 2024, is due to:

(1) decrease in the amount of search referrals conducted by users, provided by Gix Media to Search Engines, caused

primarily by changes and updates to internet browsers’ technology, which have caused a decrease in revenues from the direct model,

and a decrease in the number of searches received from Gix Media’s third-party strategic partners in the indirect model.

traffic-acquisition and related costs were $8,215 thousand for the three months ended March 31, 2024, as compared to $17,981 thousand

during the same period in the prior year.

The decrease of $9,766 thousand is due to the decrease in revenues from

both the Content and Search Platforms during the three months ended March 31, 2024 as mentioned above.

research and development expenses were $730 thousand for the three months ended March 31, 2024, a slight decrease as compared to

and (2) a decrease in the number of searches received from Gix Media’s third-party strategic partners in the indirect model mainly

as a result of decrease in the credit lines received from third-party strategic partners.

traffic-acquisition and related costs were $5,854 thousand for the three months ended June 30, 2024, a decrease of $18,196 compared to

$24,050 thousand during the same period in the prior year.

selling and marketing expenses decreased to $658 thousand for the three months ended March 31, 2024, as compared to $723 thousand during

The reason for the decrease in the three months ended June 30, 2024, is due

to the decrease in revenues from both the Content and Search Platforms during the three months ended June 30, 2024 as mentioned above.

research and development expenses were $532 thousand for the three months ended June 30, 2024, as compared to $717 thousand during the

same period in the prior year.

The reason for the decrease in the three months ended June 30, 2024, is due to the expense reduction in

both the Content and Search Platforms during the three months ended June 30, 2024, as compared to the same period in the prior year.

selling and marketing expenses decrease to $453 thousand for the three months ended June 30, 2024, as compared to $715 thousand during

the same period in the prior year.

The reason for the decrease in the three months ended March 31, 2024, is due to the decrease of the

costs incurred in the content platform mainly connected with content displayed on the Cortex Websites.

general and administrative expenses were $656 thousand for the three months ended March 31, 2024, a slight decrease as compared to $704

The reason for the decrease in the three months ended June 30, 2024, is due to the expense reduction

primarily in salaries in the Content Platforms during the three months ended June 30, 2024, as compared to the same period in the prior

general and administrative expenses were $646 thousand for the three months ended June 30, 2024, a slight decrease as compared to $688

thousand during the same period in the prior year.

depreciation and amortization expenses were $734 for the three months ended March 31, 2024, and for the same period in the prior year.

other expenses for the three months ended March 31, 2024, were $20 thousand, compared to $0 thousand during the three months ended March

The reason for the increase in the three months ended March 31, 2024, is

due to costs incurred in connection with the reincorporation in Nevada.

net financial expenses were $163 thousand for the three months ended March 31, 2024, a slight decrease as compared to $185 thousand net

financial expenses during the same period in the prior year.

tax expenses were $1 thousand for the three months ended March 31, 2024, as compared to $84 thousand income tax during the

depreciation and amortization expenses for the three months ended June 30, 2024, were $821 thousand as compared to $734 thousand during

the same period in the prior year.

goodwill impairment loss of $4,739 thousand was recorded during the three months ended June 30, 2024, compared to $0 during the

three mounts ended June 30, 2023.

The total amount of goodwill impairment loss recognized by us, during the three mounts ended June

30, 2024, was related to the Content Platform (see also note 5.B to our interim condensed consolidated financial statements ended

June 30, 2024).

other income for the three months ended June 30, 2024, were $233 thousand, compared to $0 thousand during the three months ended June

The increase in our other income during to the three months ended June 30, 2024 is mainly due to Gix Media and Cortex receiving

governmental grants from the Israel Tax Authority in relation to the “Iron Swords” war.

net financial expenses were $2,744 thousand for the three months ended June 30, 2024, compared to $246 thousand net financial

expenses during the same period in the prior year.

The reason for the increase during the three months ended June 30, 2024, is

mainly due to financing expenses recorded due to accounting treatment of financial instruments, created and recorded as part of the

June 2024 Credit Facility.

income tax benefit was $24 thousand for the three months ended June 30, 2024, as compared to a $87 thousand tax expenses during the same

period in the prior year.

The reason for the decrease during the three months ended June 30, 2024, is due to the decrease in income before

of Operations During the Six Months Ended June 30, 2024 as Compared to the Six Months Ended June 30, 2023

revenues were $17,335 thousand for the six months ended June 30, 2024, compared to $48,016 thousand during the same period in the prior

revenues from Cortex’s Content Platform were $13,748 thousand for the six months ended June 30, 2024, a decrease of $23,316 as compared

to $37,064 thousand during the same period in the prior year.

The reason for the decrease during the six months ended June 30, 2024,

is due to (1) a decrease of user traffic acquisition from Third-Party Platforms causing a lower amount of users to reach the Cortex Websites

and thus decreasing the exposures to the ads displayed on the Cortex Websites, and an industry-wide decrease in advertising budget, and

(2) the Cortex Adverse Effect.

revenues from Gix Media’s Search Platform were 3,587 thousand for the six months ended June 30, 2024, a decrease of $7,365 thousand

as compared to $10,952 thousand during the same period in the prior year.

The reasons for the decrease during the Six months ended June

30, 2024, is due to:

(1) decrease in the amount of search referrals conducted by users, provided by Gix Media to Search Engines, caused

primarily by changes and updates to internet browsers’ technology, which have caused a decrease in revenues from the direct model,

and (2) a decrease in the number of searches received from Gix Media’s third-party strategic partners in the indirect model mainly

as a result of decrease in the credit lines received from third-party strategic partners.

traffic-acquisition and related costs were $14,069 thousand for the six months ended June 30, 2024, a decrease of $27,962 compared to

$42,031 thousand during the same period in the prior year.

The reason for the decrease in the six months ended June 30, 2024, is due

to the decrease in revenues from both the Content and Search Platforms during the three months ended June 30, 2024, as mentioned above.

research and development expenses were $1,262 thousand for the six months ended June 30, 2024, compared to $1,513 thousand during the

same period in the prior year.

The reason for the decrease during the three months ended March 31, 2024, is due to the decrease in

income before tax.

The reason for the decrease in the six months ended June 30, 2024, is due to the reduction of expenses

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

selling and marketing expenses were $1,111 thousand for the six months ended June 30, 2024, which is a decrease of $327 thousand as compared

to $1,438 thousand during the same period in the prior year.

The reason for the decrease in the six months ended June 30, 2024, is due

to the expense reduction primarily in salaries in the Content Platforms during the six months ended June 30, 2024, as compared to the

same period in the prior year.

general and administrative expenses were $1,302 thousand for the six months ended June 30, 2024, a slight decrease as compared to $1,392

thousand during the same period in the prior year.

depreciation and amortization expenses increased to $1,555 thousand for the six months ended June 30, 2024, as compared to $1,468 thousand

during the same period in the prior year.

A goodwill impairment loss of

$4,739 thousand was recorded during the six months ended June 30, 2024, compared to $0 during the six mounts ended June 30, 2023.

total amount of goodwill impairment loss recognized by us, during the six mounts ended June 30, 2024, was related to the Content Platform

(see also note 5.B to our interim condensed consolidated financial statements ended June 30,2024).

Our other income was $213 thousand

for the six months ended June 30, 2024, compared to $0 thousand during the six months ended June 30, 2023.

The increase in our other income

during the six months ended June 30, 2024 is mainly due to Gix Media and Cortex receiving governmental grants from the Israel Tax Authority

in relation to the “Iron Swords” war.

Our net financial expenses were

$2,907 thousand for the six months ended June 30, 2024, compared to $431 thousand during the same period in the prior year.

for the increase during the six months ended June 30, 2024, is mainly due to financing expenses recorded due to accounting treatment of

financial instruments, created and recorded as part of the June 2024 Credit Facility

income tax benefit was $23 thousand for the six months ended June 30, 2024, as compared to $171 thousand income tax expenses during the

same period in the prior year.

The reason for the decrease during the six months ended June 30, 2024, is due to the decrease in income

and Capital Resources

of March 31, 2024, we had current assets of $12,805 thousand consisting of $1,284 thousand in cash and cash equivalents, $86 thousand

restricted deposits, $7,004 thousand in accounts receivable, $623 thousand in other current assets and $3,808 thousand in loan to our

Parent Company.

of March 31, 2024, we had non-current assets of $24,717 thousand consisting of $144 thousand in deferred taxes, $374 thousand in operating

lease right-of-use asset, $230 thousand in property and equipment net, $11,715 thousand in intangible assets, net and $12,254 thousand

of March 31, 2024, we had $15,900 thousand in current liabilities consisting of $8,407 thousand in accounts payable, $988 thousand in

other payables, $6,422 thousand in short term loans and current maturities of long-term loans, $83 thousand in operating lease liabilities

– short term.

of March 31, 2024, we had $4,155 thousand in non-current liabilities consisting of $2,441 thousand long-term loans, $281 thousand in

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

of December 31, 2023, we had current assets of $17,805 thousand consisting

of $1,774 thousand in cash and cash equivalents, $149 thousand in restricted deposits, $11,359 thousand in accounts receivable, $771

thousand in other current assets and $3,752 thousand in the loan to our Parent Company.

of December 31, 2023, we had non-current assets of $25,477 thousand consisting

of $147 thousand in deferred taxes, $397 thousand in operating lease right-of-use assets, $245 thousand in property and equipment net,

$12,434 thousand in intangible assets net and $12,254 thousand in goodwill.

of December 31, 2023, we had $19,773 thousand in current liabilities consisting

of $12,359 thousand in accounts payable, $889 thousand in other payables, $6,440 thousand in short term loans and current maturities of

a long-term loans and $85 thousand in operating lease liabilities.

of December 31, 2023, we had $4,885 thousand in non-current liabilities

consisting of $3,064 thousand long-term loans, $304 thousand in operating lease liabilities - long term and $1,517 thousand in deferred

had a negative working capital of $5,220 thousand compared to a negative working capital of $1,968 thousand as of March 31, 2024 and

of June 30, 2024, we had current assets of $11,362 thousand, consisting of $609 thousand in cash and cash equivalents, $42 thousand restricted

deposits, $6,073 thousand in accounts receivable, $773 thousand in other current assets and $3,865 thousand in a loan to our Parent

of June 30, 2024, we had non-current assets of $18,646 thousand, consisting of $95 thousand in deferred taxes, $40 thousand in

property and equipment net, $10,996 thousand in intangible assets net and $7,515 thousand in goodwill.

As of June 30, 2024, we had

$15,502 thousand in current liabilities consisting of $8,797 thousand in accounts payable, $1,142 thousand in other payables and

$4,439 thousand in short term loans and current maturities of long-term loans, $665 thousand in derivative warrant liability and

$459 thousand in short-term convertible loans.

As of June 30, 2024, we had

$4,810 thousand in non-current liabilities consisting of $1,671 thousand long-term loans, $1,833 thousands in warrant liability and

$1,306 thousand in deferred taxes.

of December 31, 2023, we had current assets of $17,805 thousand consisting of $1,774 thousand in cash and cash equivalents, $149 thousand

in restricted deposits, $11,359 thousand in accounts receivable, $771 thousand in other current assets and $3,752 thousand in the loan

to our Parent Company.

of December 31, 2023, we had non-current assets of $25,477 thousand consisting of $147 thousand in deferred taxes, $397 thousand in operating

lease right-of-use assets, $245 thousand in property and equipment net, $12,434 thousand in intangible assets net and $12,254 thousand

of December 31, 2023, we had $19,773 thousand in current liabilities consisting of $12,359 thousand in accounts payable, $889 thousand

in other payables, $6,440 thousand in short term loans and current maturities of a long-term loans and $85 thousand in operating lease

of December 31, 2023, we had $4,885 thousand in non-current liabilities consisting of $3,064 thousand long-term loans, $304 thousand

in operating lease liabilities - long term and $1,517 thousand in deferred taxes.

had a negative working capital of $4,140 thousand compared to a negative working capital of $1,968 thousand as of June 30, 2024 and

December 31, 2023, respectively.

the three months ended March 31, 2024, we had positive cash flow from operating activities of $107 thousand, which was the result

of $1,175 thousand in net loss, $648 thousand from positive adjustments to operating activities, and $634 thousands from positive changes

in assets and liabilities items.

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

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

During the three months

ended June 30, 2024, we had a positive cash flow from operating activities of $1,349 thousand, which was the result of $8,199

thousand in net loss, $8,113 thousand from positive adjustments to operating activities, and $1,435 thousands from positive changes

in assets and liabilities items.

During the six months

ended June 30, 2024, we had positive cash flow from operating activities of $1,456 thousand, which was the result of $9,374 thousand

in net loss, $8,761 thousand from positive adjustments to operating activities, and $2,069 thousands from positive 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

8 unchanged sentences

holdings in Cortex.

of March 31, 2024, 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;

of June 30, 2024, 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.

of March 31, 2024, the Company is party to the 2023 Loan, which is in the aggregate amount of $480,000.

In accordance with the terms

of the 2023 Loan, the principal amount bears an annual interest at a rate of 9% and shall be repaid over the course of two years following

January 1, 2024.

In the event that Viewbix Israel fails to repay a part or all of the loan amount (including the accrued interest) and

subject to certain conditions, the outstanding loan amount may be converted, at each Lender’s discretion, into shares of the Company’s

Common Stock.

Company experienced the Cortex Adverse Effect, a decrease in its revenues from the digital content and search segments as a result

of a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget,

changes and updates to internet browsers’ technology, and other changes in the online advertising industry.

As a result of the

foregoing, the Company’s operations were adversely affected.

While Cortex have successfully taken steps to implement certain adjustments

to the business model in response to the Cortex Adverse Effect, the decline in revenues and other circumstances described above raise

substantial doubts about the Company’s ability to continue as a going concern during the 12-month period following the issuance

date of these Quarterly Report.

Management’s plans in response to these conditions include reducing

operating expenses, creating new income sources, seeking additional liquidity opportunities to ensure the Company’s continued operations

and raising funds through issuance of debt or equity from various potential investors.

However, there is significant uncertainty as to

whether the Company will succeed in implementing its plans, or be able to secure sufficient funds when needed.

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, including positive EBITDA.

of June 30, 2024, Gix Media is in compliance with the financial covenants in connection with the Financing Agreement.

Company experienced a decrease in its revenues from the digital content and search segments, as a result of the Cortex Adverse effect,

a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget, changes

and updates to internet browsers’ technology, which adversely impacted the Company’s ability to acquire traffic in the search

segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the search segment, as a result

of lack of availability of suppliers credit from such third party strategic partners.

As a result of the foregoing, the Company’s

operations were adversely affected.

decline in revenues and other circumstances described above raise substantial doubts about the Company’s ability to continue as

a going concern during the 12-month period following the issuance date of this Quarterly Report.

response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research

and development, selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well

as creation of new partnerships and other new income sources.

In addition, the company entered into a facility agreements and a private

placement, through which it has raised capital.

Additionally, the Company plans to effect the Uplist, after which, in accordance with

the terms of the aforesaid private placement and facility agreements, the company is expected to receive additional funds.

the company’s subsidiaries entered into an addendum to the loan agreement with Bank Leumi pursuant to which loans repayments were

deferred while short term credit lines with Bank Leumi continued to be utilized.

However, there is significant uncertainty as to whether

the Company will further succeed to implement its plans or be able to secure additional funds when needed

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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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