What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-19 compared with 2024-08-14 · 411 added, 365 removed, 544 unchanged (59% of the section changed)

36 unchanged sentences

Long-term loans, net of current maturities

Derivative warrant liability

Operating lease liabilities - long term

6 unchanged sentences

Issued and outstanding:

15,855,301 and 14,920,585 shares as of June 30, 2024, and December 31, 2023, respectively.

21,179,686 and 14,920,585 shares as of September 30, 2024, and December 31, 2023, respectively.

Additional paid-in capital

6 unchanged sentences

dollars in thousands (except share data)

the six months

ended June 30,

the three months

ended June 30,

and Expenses:

Traffic-acquisition

and related costs

and development

and marketing

and administrative

and amortization

income (loss)

For the nine months ended

For the three months ended

Costs and Expenses:

Traffic-acquisition and related costs

Research and development

Selling and marketing

General and administrative

Depreciation and amortization

Goodwill impairment

Other expenses

Operating loss

Financial expense (income), net

Loss before income taxes

tax expense (benefit)

net income (loss) attributable to non-controlling interests

loss attributable to shareholders of Viewbix Inc.

income per share – Basic and diluted attributed to shareholders:

average number of shares – Basic and diluted

Income tax expense (benefit)

net loss attributable to non-controlling interests

Net loss attributable to shareholders of Viewbix Inc.

Net income per share – Basic and diluted attributed to shareholders:

Weighted average number of shares – Basic and diluted

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

3 unchanged sentences

Balance as of January 1, 2024

Share-based compensation

Issuance of shares and warrants in connection

with issuance of convertible loans (see 6.E)

Receipts on account of shares and warrants (see note (see note

Balance as of June 30, 2024

Share-based compensation (see note 9.F)

Issuance of shares upon RSUs vesting (see note 9.F)

Issuance of shares to consultants (see note 9.A)

Issuance of shares and warrants in connection with short-term loan and convertible loans (see notes

Issuance of shares and warrants in connection with private placement (see note 9.B)

Issuance costs in connection with private placement (see note 9.B)

Reclassification of derivative warrant liability to equity (see note 6.E)

Balance as of September 30, 2024

an amount less than $1.

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

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

dollars in thousands (except share data)

to the company’s

Balance as of April 1, 2024

Balance as of July 1, 2024

Share-based compensation

Issuance of shares and warrants in connection with issuance of debt and

convertible debt (see 6.E)

Receipts on account of shares and warrants (see note (see note 12.A)

Balance as of June 30, 2024

Represents an amount less

Issuance of shares upon RSUs vesting (see note 9.F)

Issuance of shares to consultants (see note 9.A)

Issuance of shares and warrants in connection with convertible loans (see notes 6, 9.A)

Issuance of shares and warrants in connection with private placement (see

Issuance costs in connection with private placement (see note 9.B)

Reclassification of derivative warrant liability to equity (see note 6.E)

Balance as of September 30, 2024

an amount less than $1.

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

3 unchanged sentences

Balance as of January 1, 2023

Net income (loss)

Share-based compensation (see note 9.A)

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

Issuance of shares upon RSUs vesting (see note 9.F)

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

Dividend declared to non-controlling interests

Balance as of June 30, 2023

Balance as of September 30, 2023

to the company’s

Balance as of April 1, 2023

Net income (loss)

Balance as of July 1, 2023

Share-based compensation (see note 9.A)

Dividend declared to non-controlling interests

Balance as of June 30, 2023

Share-based compensation

Issuance of shares upon RSUs vesting (see note 9.F)

Balance as of September 30, 2023

an amount less than $1.

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

1 unchanged sentence

dollars in thousands (except share data)

For the six months

ended June 30,

For the three months

ended June 30,

For the nine months ended

For the three months ended

Cash flows from Operating Activities

6 unchanged sentences

Amortization of loan discount

Change in the fair value of financial assets at fair value through profit or loss

Amortization of deferred debt issuance costs (see note 6.E)

Goodwill Impairment

Goodwill Impairment (see note 5.B)

Equity based debt issuance costs (see note 6.E)

Loss from substantial debt terms modification

(see note 6 .E )

Loss from substantial debt terms modification (see note 6.D)

Loss on sale and disposal of property and equipment

3 unchanged sentences

Decrease (increase) in other current assets

Decrease (increase) in operating lease right-of-use asset

Decrease in operating lease right-of-use asset

Decrease in severance pay, net

Increase (decrease) in accounts payable

Decrease (increase) in other payables

Increase in other payables

Decrease in operating lease liabilities

Net cash provided by operating activities

Net cash provided by (used in) operating activities

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

1 unchanged sentence

dollars in thousands (except share data)

For the six months

ended June 30,

For the three months

ended June 30,

For the nine months ended

September 30,

For the three months ended

September 30,

Cash flows from Investing Activities

3 unchanged sentences

Cash paid to non-controlling interests (see note 1.C)

Receipt of short-term bank loan

Receipt of short-term loan

Repayment of short-term loans

Receipt of long-term loans (see note 6.B)

Receipt of short-term bank loans

Receipt of short-term convertible loans

Repayment of short-term bank loans

Repayment of short-term loan

Receipt of long-term bank loan (see note 6.B)

Repayment of long-term bank loans

2 unchanged sentences

Increase in loan to parent company

Receipts on account of shares and warrants (see note 12.A)

Issuance of shares and warrants in connection with private placement (see

Issuance costs in connection with private placement (see note 9.B)

Net cash provided by (used in) financing activities

7 unchanged sentences

Substantial non-cash activities:

Deemed extinguishment and re-issuance of debt (see note 6.B)

Termination of operating lease agreement (see note 4)

Share-based compensation to a director (see note 9.A)

Deemed extinguishment and re-issuance of debt (note 6.D)

Termination of operating lease agreement (note 4)

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

76 unchanged sentences

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

equity for the six months ended June 30, 2023.

equity for the nine months ended September 30, 2023.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

13 unchanged sentences

to recruitment of senior employees to military reserves for an extended period of time.

In January 2024, the Gix Media and Cortex filed

In January 2024, Gix Media and Cortex filed

a request with the Israeli Tax Authority (the “ITA”) to receive compensation for the decrease in revenues related to the

In April and May 2024, Gix Media and Cortex received a total of $ 337 from the ITA that were recorded as other income in the Company’s

consolidated statement of operations for the six months period ended June 30, 2024.

consolidated statement of operations for the nine months period ended September 30, 2024.

of the date of these financial statements the war is still on going.

Therefore, there is no assurance that future developments of the

War will not have any impact for reasons beyond the Company’s control, such as expansion of the War to additional regions and the

recruitment of more senior employees.

War will not have any impact for reasons beyond the Company’s control, such as expansion of the War to additional regions.

The Company has business continuity procedures in place, and will continue to follow developments,

8 unchanged sentences

connection with MFA.

Due to the Cortex Adverse Effect and additional circumstances as explained in note 5.B, the Company recorded an impairment

of $ 4,739 in the goodwill related to the digital content segment.

Due to the Cortex Adverse Effect and additional circumstances as explained in note 5.B, the Company recorded an

impairment of $ 4,739 in the goodwill related to the digital content segment as of June 30, 2024.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

2 unchanged sentences

Going Concern

During the second half of 2023 and the six months ended June 30, 2024 the

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

(see note 1.E), 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, during

the six months ended June 30, 2024, the Company recorded an operating loss of $ 6,490 compared to an operating profit of $ 174 in the six

months ended June 30, 2023.

Additionally, the Company recorded a net loss of $ 9,374 during the six months ended June 30, 2024, compared

to $ 428 in the six months ended June 30, 2023.

As of June 30, 2024, the Company had cash and cash equivalents of $ 609 , bank loans of $ 5,789

and accumulated deficit of $ 18,837 .

the second half of 2023 and the nine months ended September 30, 2024 the Company experienced a decrease in its revenues from the digital

content and search segments, as a result of the Cortex Adverse effect (see note 1.E), 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, during the nine months ended September 30, 2024, the Company

recorded an operating loss of $ 7,396 compared to $ 1,478 in the nine months ended September 30, 2023.

Additionally, the Company recorded

a net loss of $ 10,069 during the nine months ended September 30, 2024, compared to $ 2,209 in the nine months ended September 30, 2023.

As of September 30, 2024, the Company had cash and cash equivalents of $ 1,405 , bank loans of $ 5,828 and accumulated deficit of $ 19,427 .

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 financial statements.

Management’s 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, during the three months ended June 30, 2024, the company entered into a facility agreement (see Note 6.E) and subsequent

to the balance sheet date raised through a private placement and through two additional facility agreements with certain investors and

lenders (see note 12) aggregate gross proceeds of $ 887 .

Additionally, the Company plans to uplist its shares of common stock to a national

securities exchange (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.

Furthermore, 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.

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, during the period from June to August 2024, the Company raised

through a private placement and through three facility agreements with certain investors and lenders (see note 6) aggregate gross proceeds

Additionally, the Company plans to uplist its shares of common stock to a national securities exchange (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.

Furthermore, the Company’s subsidiaries entered into an addendum to a 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.

financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

41 unchanged sentences

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments

in active markets.

2, defined as inputs other than quoted prices in active markets that are either directly

or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring

an entity to develop its own assumptions, such as valuations derived from valuation techniques

in which one or more significant inputs or significant value drivers are unobservable.

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets.

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Significant Accounting Policies

significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are

identical to those applied in the preparation of the latest annual financial statements other than the significant accounting policies of derivative financial instruments and fair value of financial instruments

(see notes 2.D and 2.E above).

identical to those applied in the preparation of the latest annual financial statements other than the significant accounting policies

of derivative financial instruments and fair value of financial instruments (see notes 2.D and 2.E above).

Recent Accounting Pronouncements

5 unchanged sentences

SCHEDULE OF LOAN FROM TO PARENT COMPANY

September 30 2024

December 31 2023

9 unchanged sentences

All other terms and conditions of the loan remained unchanged.

the six months ended June 30, 2024 and 2023, Gix Media recognized interest income in the amount of $ 79 and $ 43 , respectively.

the nine months ended September 30, 2024 and 2023, Gix Media recognized interest income in the amount of $ 119 and $ 64 , respectively.

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

7 unchanged sentences

the Company exercised the option to extend the lease period for an additional term of 24 months (from March 1, 2024, to February 28,

On June 20, 2024, Gix Media

and the lessor of its offices entered into a lease termination agreement.

According to the agreement, the lease, which originally had

a termination date of February 28, 2026, terminated on June 30, 2024.

In compensation for the lessor’s consent to early termination

Gix Media paid to the lessor $ 7 in cash and $ 62 in office furniture and equipment, as per the carrying values of such assets on the Company’s

books as of the early termination date.

As a result of the early termination of the agreement, the Company recorded

a capital loss of $ 46 in other expenses in its statement of operations for the six months period ended June 30, 2024.

June 20, 2024, Gix Media and the lessor of its offices entered into a lease termination agreement.

According to the agreement, the lease,

which originally had a termination date of February 28, 2026, terminated on June 30, 2024.

In compensation for the lessor’s consent

to early termination Gix Media paid to the lessor $ 7 in cash and $ 62 in office furniture and equipment, as per the carrying values of

such assets on the Company’s books as of the early termination date.

a result of the early termination of the agreement, the Company recorded a capital loss of $ 46 in other expenses in its statement of

operations for the nine months period ended September 30, 2024.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

2 unchanged sentences

SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS

Internal-use Software

Customer Relations

Balance as of January 1, 2024

Impairment of goodwill

Balance as of June 30, 2024

Balance as of September 30, 2024

Accumulated amortization:

1 unchanged sentence

Amortization recognized during the period

Balance as of June 30, 2024

Balance as of September 30, 2024

Amortized cost:

As of June 30, 2024

Internal-use Software

Customer Relations

As of September 30, 2024

Balance as of January 1, 2023

17 unchanged sentences

of June 30, 2024, the Company identified indicators of impairment of the digital content reporting unit.

As a result, the Company

performed an impairment test which included a quantitative analysis of the fair value of the reporting unit.

The fair value was

estimated using the income approach, which is based on the present value of the future cash flows attributable to the reporting

The Company compared the fair value of the reporting unit to its carrying amount.

As the carrying amount exceeded the fair

value, the Company recognized an impairment loss of $ 4,739

which was driven mainly due to the Cortex Adverse Effect (see note 1.E) and due to a decrease in the cash flow projections.

As a result, the Company performed

an impairment test which included a quantitative analysis of the fair value of the reporting unit.

The fair value was estimated using

the income approach, which is based on the present value of the future cash flows attributable to the reporting unit.

The Company compared

the fair value of the reporting unit to its carrying amount.

As the carrying amount exceeded the fair value, the Company recognized an

impairment loss of $ 4,739 which was driven mainly due to the Cortex Adverse Effect (see note 1.E) and due to a decrease in the cash flow

of December 31, 2023, the Company recognized an impairment loss of $ 5,107 related to the digital content reporting unit.

Composition of long-term

and short-term loans of the Group:

Composition of long-term and short-term loans and convertible loans of the Group:

SCHEDULE OF COMPOSITION OF BALANCE OF GROUP’S LOANS

Interest rate

June 30, 2024

September 30, 2024

December 31, 2023

1 unchanged sentence

SOFR + 4.60 %

Short-term bank loan – Gix Media (received on June 13, 2024)

Short-term bank loan – Gix Media (received on September 16, 2024)

SOFR + 4.60 %

Short-term bank loan – Gix Media (received on September 19, 2024)

SOFR + 4.60 %

Short-term bank loan – Cortex

8 unchanged sentences

Long-term loan

Short-term convertible loan -

June 2024 Facility Agreement – Viewbix Inc

Short-term loan - June 2024 Facility Agreement – Viewbix Inc

Short-term convertible loan - June 2024 Facility Agreement – Viewbix

Short-term convertible loan – First July 2024 Facility Agreement – Viewbix Inc

Short-term convertible loan – Second July 2024 Facility Agreement –

Line of credit

Gix Media’s Loan

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

LOANS (Cont.)

Gix Media’s Loan Agreement and short-term loans

January 23, 2023, Gix Media acquired an additional 10 % of Cortex’s capital shares which was financed by Gix Media’s existing

1 unchanged sentence

at an annual interest rate of SOFR + 5.37 %.

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

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

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

6 unchanged sentences

(v) a new $ 350

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;

(vi) Gix Media is obligated to perform a reduction in expenses, including reduction in

Cortex’s Loan

loan was granted to Gix Media on June 13, 2024 which was repaid in full on August 30, 2024, alongside the existing credit facility

to Gix Media, which remains equal to 80 %

of Gix Media’s customer balance (“Gix Media Credit Line”);

(vi) Gix Media is obligated to perform a reduction in

expenses, including reduction in force.

As of September 30, 2024, Gix Media has drawn $ 893 of the Gix Media Credit Line.

as of August 30, 2024, Gix Media and Leumi entered into a fourth addendum to the Financing Agreement, pursuant to which, inter alia:

(i) subject to the receipt of at least $ 2,000

from the Company by no later than January 1, 2025, the existing credit facility to Gix Media shall be extended until February 27,

2025 and (ii) the repayment of the outstanding principal amounts of the long-term bank loans of Gix Media under the Financing Agreement and an additional short-term loan in the amount of $ 160 ,

will be deferred until December 31, 2024 and from January 1, 2025, all due payments will be repaid as schedule until the end of

the term of the long term bank loans.

September 16, 2024, Gix Media repaid an aggregate amount of $ 350 ,

consisting of the short-term bank loan in the amount of $ 160 and principal amounts of the long-term bank loans totaling $ 190 .

same date, Gix Media received a new short-term bank loan of $ 350 which replaced the repaid amounts.

The new loan bears an annual

interest rate of SOFR

+ 4.60 % and is to

be repaid in one single payment on January 2, 2025.

September 19, 2024, Gix Media received a short-term loan of $ 75 .

The loan bears an annual interest rate of SOFR

+ 4.60 % and is to

be repaid in monthly installments of $25 over a 3-month period from October to December 2024.

Cortex’s Loan Agreement:

September 21, 2022, Cortex and Leumi entered into an addendum to an existing loan agreement between the parties, dated August 15, 2020

9 unchanged sentences

The amounts that are drawn from the Cortex Credit Line bear an annual interest of SOFR + 4.08 %.

May 27, 2024, Cortex and Leumi entered into an amendment to Cortex Loan Agreement, pursuant to which, the credit facility to Cortex will

May 27, 2024, Cortex and Leumi entered into an amendment to Cortex Loan Agreement, pursuant to which, the credit line to Cortex will

be 80 % of Cortex’s customer balance and up to $ 2,000 .

of June 30, 2024, Cortex has drawn $ 800 of the Cortex Credit Line.

On August 15, 2024, Cortex and

Leumi entered into an additional amendment to Cortex’s Loan Agreement, pursuant to which, the credit line in

the amount of $ 2,000 to Cortex will be extended until February 27, 2025 and bears an annual interest of SOFR + 4.35 %.

of September 30, 2024, Cortex has drawn $ 950 of the Cortex Credit Line.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1 unchanged sentence

LOANS (Cont.)

Long term loan and issuance

On November 15, 2023, 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 .

In connection with the 2023 Loan, the Company issued to each lender a warrant to purchase

shares of common stock (the “2023 Warrants”).

The 2023 Warrants are exercisable to 480,000 shares of common stock, at an exercise

price of $ 0.50 per share and will expire and cease to be exercisable on December 31, 2025 .

The Company recorded the 2023 Warrants as an

equity instrument.

Long term loan and issuance of warrants:

November 15, 2023, 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 .

In connection with the 2023 Loan, the Company

issued to each lender a warrant to purchase shares of common stock (the “2023 Warrants”).

The 2023 Warrants are exercisable

to 480,000 shares of common stock, at an exercise price of $ 0.50 per share and will expire and cease to be exercisable on December 31,

The Company recorded the 2023 Warrants as an equity instrument.

terms of the 2023 Loan were substantially amended on June 18, 2024, by the June 2024 Facility Agreement (see note 6.E).

amendments represent a substantial modification in accordance with ASC Topic 470.

Accordingly, the terms modification was accounted

for as an extinguishment of the original financial liability and the initial recognition of new financial instruments issued at

their fair value as of the effective date of the June 2024 Facility Agreement.

As a result of the substantial modification of terms,

the Company recognized finance expense of $2,515 in its interim condensed consolidated statement of operations for the six months

period ended June 30, 2024.

LOANS (Cont.)

These amendments

represent a substantial modification in accordance with ASC Topic 470.

Accordingly, the terms modification was accounted for as an extinguishment

of the original financial liability and the initial recognition of new financial instruments issued at their fair value as of the effective

date of the June 2024 Facility Agreement.

As a result of the substantial modification of terms, the Company recognized finance expense

of $ 2,515 in its interim condensed consolidated statement of operations for the nine months period ended September 30, 2024.

June 2024 Facility Agreement:

6 unchanged sentences

2024 Loan Amount”).

term (the “June 2024 Facility Term”) of the June 2024 Facility Agreement 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 the Company’s shares of common stock to a national securities exchange (the

“Uplist”) occurs prior to the Initial Maturity Date, the June 2024 Facility Term will expire 12

months following the effective date of the Uplist.

The June 2024 Facility Agreement sets forth a drawdown schedule as follows:

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

$150 drawn down upon the filing of the Company’s PIPE Registration Statement (as defined in note 12.A) and (iii) an amount of

$500 drawn down upon the effectiveness of the Uplist.

term (the “June 2024 Facility Term”) of the June 2024 Facility Agreement 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 the Company’s

shares of common stock to a national securities exchange (the “Uplist”) occurs prior to the Initial Maturity Date, the June

2024 Facility Term will expire 12 months following the effective date of the Uplist.

The June 2024 Facility Agreement sets forth a drawdown

schedule as follows:

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

amount of $150 drawn down upon the filing of the Company’s PIPE Registration Statement (as defined in note 12.A) and (iii) an amount

of $500 drawn down upon the effectiveness of the Uplist.

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

Prior Loan Amount, which is equal to $ 184 (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 the Company’s common stock at a conversion rate of $ 0.25

The June 2024 Facility Interest was paid in

advance for the first year of the June 2024 Facility in (i) shares of the Company’s common stock at a conversion rate of $ 0.25

for each U.S.

2 unchanged sentences

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

following the effectiveness of the Uplist, (i) $ 663 of

the June 2024 Loan Amount will convert into shares of common stock at a conversion rate equal to $ 0.25 per

share of the Company’s common stock (the “June 2024 Convertible Stock”) and (ii) the company 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

the Company’s 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 Facility Agreement, the June 2024

Lenders may elect to convert after the effectiveness of the Uplist 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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

LOANS (Cont.)

June 2024 Facility Agreement (Cont.):

following the effectiveness of the Uplist, (i) $ 663 of the June 2024 Loan Amount will convert into shares of common stock at a conversion

rate equal to $ 0.25 per share of the Company’s common stock (the “June 2024 Convertible Stock”) and (ii) the company

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 the Company’s 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”).

of the June 2024 Loan Amount that is not converted into a June 2024 Conversion Unit will remain outstanding and will not convert following

For the duration of the June 2024 Facility Term of the June 2024 Facility Agreement, the June 2024 Lenders may elect to convert

after the effectiveness of the Uplist 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 and will have a three-year

6 unchanged sentences

Lender Fee Warrant” and together with the June 2024 Lead Lender Warrant and the June 2024 Facility Warrants, the “June 2024

Warrants”) see also note 12.B.

The conversion and conversion related features of the June 2024 facility

loan were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each cut-off date.

loan was initially recorded at its fair value and subsequently measured at cost.

The shares and Warrants A issued as prepayment of interest

and as commission to the 2024 Lead Lender were initially recognized at fair value and classified in equity.

The June 2024 Lead Lender

Warrant was initially recognized at fair value and classified as a liability measured at fair value at each cut-off date (see note 7).

July 2024, following the closing of the Private Placement (as defined in note 9.B), the exercise price of the June 2024 Lead Lender

Warrant was adjusted to $ 0.118 ,

which is the effective price per share of common stock in the Private Placement, 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 of 21,186,440

shares, such that the adjusted exercise price and number of warrants issued is equal to an aggregate amount of $ 2.5 million.

conversion related features of the June 2024 facility loan were bifurcated from their host debt contract and recognized

as liabilities measured at fair value at each cut-off date.

The facility loan was initially recorded at its fair value and subsequently

measured at cost.

The shares and Warrants A issued as prepayment of interest and as commission to the 2024 Lead Lender were initially

recognized at fair value and classified in equity.

June 2024 Lead Lender Fee Warrants was initially recognized in fair value at the amount of $ 1,833

and classified as a liability measured at fair value at each cut-off date.

Following the closing of the Private Placement and the

adjustments made to the number of shares in the June 2024 Lead Lender Fee Warrants as part of the June 2024 Facility Agreement, the

June 2024 Lead Lender Fee Warrants were reclassified as equity.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

LOANS (Cont.)

First July 2024 Facility Agreement

July 4, 2024, the Company entered into a credit facility agreement, as restated on July 22, 2024, and amended on July 25, 2024 (the “First

July 2024 Facility Agreement”) for a $ 2.5 million (the “First July 2024 Facility Loan Amount”) with a certain lender

(the “First July 2024 Lender”).

First July 2024 Facility Loan Amount will remain available until the earliest 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 will be repaid to the lender immediately.

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

(i) an aggregate of $50 was drawn down on July 4, 2024,

(ii) an aggregate of $50 will be drawn down upon the effectiveness of the Uplist (see note 6.E), and (iii) following the Uplist, an aggregate

of $200 will be drawn down on a quarterly basis until the First July 2024 Facility Loan Amount is exhausted .

First July 2024 Facility Amount will accrue interest at a rate of 12 % per annum.

The interest for the first year was paid in advance

in (i) 1,200,000 shares of the Company’s common stock at a conversion rate of $ 0.25 , and (ii) 1,200,000 warrants to purchase such

number of shares of the Company’s common stock at a conversion rate of $ 0.25 (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 and will

have a three-year term from the issuance date.

following the effectiveness of the Uplist, (i) $ 100 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) the Company 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”).

The remaining First July 2024 Facility Loan Amount outstanding and not

converted following the Uplist will 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 will be repaid to the First July 2024 Lender.

addition, the Company agreed to pay the First July 2024 Lender a one-time fee consisting of:

(i) 500,000 shares of the Company’s

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 the Company’s common stock with an exercise price of $ 0.25 per share.

connection with the First July 2024 Facility Agreement, the Company received a loan of $ 50 which was recorded as a short-term convertible

The fair value of this loan was substantially the same as the amount received.

Warrants associated with the First July 2024 Facility

Agreement were measured at fair value and recorded as equity.

of September 30, 2024, the Company incurred deferred debt issuance costs of $ 375

which were recorded in other current assets in

the Company’s Balance Sheet .

These costs consisted of a one-time fee to the First July 2024 Lender, annual advance interest payment

and other additional direct costs.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

LOANS (Cont.)

Second July 2024 Facility Agreement

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

million (the “Second July 2024 Facility Loan Amount”) with certain lenders (the “Second July 2024 Lenders”).

Second July 2024 Facility Loan Amount will remain available until the earliest 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 will be repaid to the Second July 2024 Lenders immediately thereafter.

Second July 2024 Facility Loan Amount will accrue interest at a rate of 12 % per annum.

The interest for the first year was paid in advance

in (i) 1,440,000 shares of the Company’s common stock at a conversion rate of $ 0.25 , and (ii) 1,440,000 warrants to purchase such

number of shares of the Company’s common stock at a conversion rate of $ 0.25 (the “Second July 2024 Facility Warrants”).

the interest for the second year will be paid by the Company in cash.

The Second July 2024 Facility Warrants are exercisable upon issuance

at an exercise price of $ 0.25 per share of common stock and will have a three-year term from the issuance date.

following the effectiveness of the Uplist, (i) $ 160 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) the Company 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”).

The remaining Second July 2024 Facility Loan Amount outstanding and

not converted following the Second Uplist Conversion will 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 will be repaid to the Second July 2024 Lenders.

addition, the Company agreed to pay the Second July 2024 Lenders a one-time fee consisting of 600,000 shares of the Company’s common

stock, representing five percent ( 5 %) of the Second July 2024 Facility Loan Amount at a conversion rate of $ 0.25 .

In connection with the Second July 2024

Facility Agreement, the Company received a loan of $ 80 which was recorded as a short-term convertible loan.

The fair value of this loan

was substantially the same as the amount received.

Warrants associated with the Second July 2024 Facility Agreement were measured at fair

value and recorded as equity.

As of September 30, 2024, the Company incurred deferred debt issuance costs

of $ 355 which were recorded in other current assets in the Company’s Balance Sheet.

These costs consisted of a one-time fee to the Second July 2024 Lenders, annual

advance interest payment and other additional direct costs.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

FINANCIAL INSTRUMENTS AT FAIR VALUE

Company has financial instruments measured at level 3 from the June 2024 Facility Agreement (see note 6.E).

fair value of the financial instruments under the June 2024 Facility Agreement, as of June 18, 2024, was

calculated using the following unobservable inputs:

Company has financial instruments measured at level 3 under the June 2024 Facility Agreement (see note 6.E).

fair value of the financial instruments under the June 2024 Facility Agreement, as of June 18, 2024, was calculated using the following

unobservable inputs:

$ 0.118 , expected volatility:

125 %, exercise price:

$ 0.25 , risk-free

interest rate:

4.41 % , expected life:

fair value of the financial instruments estimated by the Company’s management as of June 30 and June 18, 2024, was substantially

following table presents the financial liabilities that were measured at fair value through profit or loss:

$ 0.25 , risk-free interest rate:

4.41 %, expected

following table presents the level 3 financial liabilities - embedded derivatives roll-forward that were measured at fair value through

profit or loss:

OF FINANCIAL LIABILITIES

December 31, 2023

Embedded derivatives

Derivative warrant liability

Total financial liabilities

Balance as of January 1, 2024

Embedded derivatives derived from June 2024 Facility Agreement

Changes at fair value recognized through profit or loss

Balance as of September 30, 2024

COMMITMENTS AND CONTINGENCIES

14 unchanged sentences

and (5) a lien on Gix Media’s full holdings

Media restricted deposits in the amount of $ 8 as of June 30, 2024, are used as a security in respect of credit cards.

Cortex has a restricted

deposit in the amount of $ 34 as of June 30, 2024, is used as a security in respect of its leased offices.

Media restricted deposits in the amount of $ 8 as of September 30, 2024, are used as a security in respect of credit cards.

a restricted deposit in the amount of $ 34 as of September 30, 2024, is used as a security in respect of its leased offices.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY

12 unchanged sentences

June 18, 2024, as part of the June 2024 Facility Agreement the Company issued to June 2024 Lenders 934,716 shares of common stock and

934,716 warrant to purchase shares of common stock with an exercise price of $ 0.25 per share.

In addition, the Company issued to the

June 2024 Lead Lender 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.

following table summarizes information of outstanding warrants as of June 30, 2024:

934,716 warrants to purchase such number of shares of common stock with an exercise price of $ 0.25 per share.

In addition, the Company

issued to the June 2024 Lead Lender 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.

July 4, 2024, as part of the First July 2024 Facility Agreement the Company issued to the First July 2024 Lender 1,700,000 shares of

common stock and 2,200,000 warrants to purchase such number of shares of common stock with an exercise price of $ 0.25 per share.

July 14, 2024 and July 25, 2024, the Company entered into consulting agreements with certain consultants (the “Consultants”)

pursuant to which the Consultants agreed to provide certain services to the Company in connection with the Uplist (as defined in note

In consideration with the Consultants’ services, the Company issued to the Consultants 480,000 shares of common stock in

The Company recorded a share-based compensation expense of $ 57 in other expenses in connection with the issuance of shares

to the Consultants.

July 28, 2024, as part of the Second July 2024 Facility Agreement the Company issued to the Second July 2024 Lenders 2,040,000 shares

of common stock and 1,440,000 warrants to purchase such number of shares of common stock with an exercise price of $ 0.25 per share.

Private Placement

July 3, 2024, the Company entered into a definitive securities purchase agreement (the “Purchase Agreement”) with a certain

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

units consisting of (i) 1,027,500 shares of the Company’s common stock at a purchase price of $ 0.25 per share (the “PIPE

Shares”) and (ii) common stock purchase warrants to purchase up to 1,541,250 shares of the Company’s common stock (the “PIPE

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

and the Company.

aggregate gross proceeds received by the Company from the Private Placement were $ 257 , of which $ 237 received in June 2024 and the $ 20

remaining received in July 2024.

The PIPE Warrants are exercisable upon issuance at an exercise price of $ 0.25 per share 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 the Company’s shares of common stock are approved for listing on the Nasdaq Capital Market.

the closing of the Private Placement, the Company agreed to pay the Lead Investor:

(1) $ 10 for actual and documented fees and expenses

incurred and, (2) a commission consisting of (i) a cash fee of $ 13 and (ii) 51,375 shares of the Company’s common stock.

July 2024, the Company issued 1,078,875 shares of common stock and 1,541,250 warrants in connection with the Private Placement.

incurred share issuance costs of $ 65 ($ 59 in cash and $ 6 in shares of common stock) which were recognized as a reduction of additional paid-in capital.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

following table summarizes information of outstanding warrants as of September 30, 2024:

SCHEDULE OF OUTSTANDING WARRANTS

Exercise Price

Class J Warrants

2 unchanged sentences

December 2025

June 2024 Facility Agreement Warrants

June 2024 Lead Lender Warrants (see note 12.B)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

June 2024 Facility Agreement Warrants (see note 6.E)

June 2024 Lead Lender Fee Warrants (see note 6.E)

First July 2024 Facility Warrants (see note 6.F)

Second July 2024 Facility Warrants (see note 6.G)

PIPE Warrants (see note 9.B)

Reverse stock split

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.

As of the issuance date of this interim condensed consolidated financial statements,

the reverse stock split is not yet effective.

Securities Exchange Agreement

July 31, 2024, the Company entered into a Securities Exchange Agreement, with Metagramm Software Ltd.

(“Metagramm”) pursuant

to which the Company agreed to issue to Metagramm 9.99 % of its issued and outstanding share capital in exchange for 19.99 % of Metagramm’s

issued and outstanding share capital.

As of the date of approval of these financial statements, the Securities Exchange Agreement has

not yet closed, and no shares have been issued.

Share option plan

10 unchanged sentences

the 2023 Plan.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

Share option plan (Cont.)

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

24 unchanged sentences

under the 2023 Plan) of Gix Media or its affiliates throughout each such vesting date (the “Grant”).

July 1, 2023, upon the vesting of the First Tranche, the Company issued 25,510 shares of Common Stock to the Grantee.

On July 1, 2024,

upon the vesting of the Second Tranche, the Company issued 25,510 shares of Common Stock to the Grantee.

of September 30, 2024 and December 31, 2023, the Company recorded a share-based compensation expense in general and administrative expenses

of $ 38 and $ 12 in connection with the Grant.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1 unchanged sentence

SHAREHOLDERS’ EQUITY (Cont.)

Share option plan (Cont.)

July 1, 2023, following the Grant and upon the vesting of the First Tranche, the Company issued 25,510 shares of Common Stock to the

The Company recorded a share-based compensation expense of $ 25 in general and administrative expenses with connection to the

issuance of shares upon the vesting of the First Tranche.

Subsequent to the balance sheet date, upon the vesting of the Second Tranche,

the Company issued 25,510 shares of Common Stock to the Grantee (see note 12.G).

September 14, 2022, Gix Media declared a dividend to its shareholders prior to the consummation of the Reorganization Transaction in

7 unchanged sentences

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

dividends were distributed during the six-month period ending June 30, 2024.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

dividends were distributed during the nine-month period ending September 30, 2024.

FINANCIAL EXPENSE, NET

OF FINANCIAL EXPENSE NET

For the six months

ended June 30,

For the nine months

ended September 30,

For the three months

ended June 30,

ended September 30,

Financial expense (income):

2 unchanged sentences

Loss from substantial debt terms modification

Change in the fair value of financial assets at fair value through profit or loss

Interest income on loans from Parent Company

Financial expense, net

Amortization of deferred debt issuance costs

Amortization of loan discounts

Financial expense (income), net

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

SEGMENT REPORTING

13 unchanged sentences

SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS

Search segment

For the six months ended June 30, 2024

Search segment

For the nine months ended September 30, 2024

Revenues from external customers

Inter segment revenues

Total revenues

Depreciation and amortization

2 unchanged sentences

Financial expenses, net

( 2,603 ) (*)

Segment income (loss), before income taxes

Search segment

For the six months ended June 30, 2023

Search segment

For the nine months ended September 30, 2023

Revenues from external customers

6 unchanged sentences

SEGMENT REPORTING (Cont.)

Search segment

For the three months ended June 30, 2024

Search segment

For the three months ended September 30, 2024

Revenues from external customers

Inter segment revenues

Total revenues

Depreciation and amortization

Goodwill Impairment

Segment operating income (loss)

Financial expenses, net

Financial income (expenses), net

Segment income (loss), before income taxes

Search segment

For the three months ended June 30, 2023

Search segment

For the three months ended September 30, 2023

Revenues from external customers

3 unchanged sentences

Segment income (loss), before income taxes

Mainly consist of financial

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

consist of financial expenses from substantial debt terms modification loss, change in the fair value of financial assets and interest expenses

on bank loans in connection with the Financing Agreement (see notes 6.B, 6.D, 6.E and 7).

Mainly consist of interest expenses on bank loans in connection with the Financing Agreement (see note 6.A, 6.B).

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

1 unchanged sentence

SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS

June 30, 2024

September 30,

For the three

June 30, 2024

September 30,

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

4 unchanged sentences

SEGMENT REPORTING (Cont.)

June 30, 2023

September 30,

For the three

June 30, 2023

September 30,

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

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

Mainly consist of financial

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

Mainly consist of technology

and customer relations amortization costs from business combinations.

Mainly consist of salary

and related expenses and professional consulting expenses.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

SUBSEQUENT EVENTS

Private Placement

July 3, 2024, the Company entered into a definitive securities purchase agreement (the “Purchase Agreement”) with a certain

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

units consisting of (i) 1,027,500 shares of the Company’s common stock at a purchase price of $ 0.25 per share (the “PIPE

Shares”) and (ii) common stock purchase warrants to purchase up to 1,541,250 shares of the Company’s common stock (the “PIPE

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

and the Company.

aggregate gross proceeds received by the Company from the Private Placement were $ 257 ,

of which $237 received in June 2024 and the $20 remaining received in July 2024 .

The PIPE Warrants are exercisable upon issuance at an exercise price of $ 0.25 per

share 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 the

Company’s shares of common stock are approved for listing on the Nasdaq Capital Market.

the closing of the Private Placement, the Company agreed to pay the Lead Investor:

(1) $ 10 for actual and documented fees and expenses

incurred and, (2) a commission consisting of (i) a cash fee of $ 123 and (ii) 51,375 shares of the Company’s common stock.

July 2024, the Company issued to the Investors 1,027,500 shares of common stock and 1,541,250 warrants in connection with the Private

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

SUBSEQUENT EVENTS (Cont.)

June 2024 Facility Agreement

the closing of the Private Placement (as defined in note 12.A), the exercise price of the June 2024 Lead Lender Warrant was adjusted

to $ 0.118 , which is the effective price per share of common stock in the Private Placement, and the number of shares of common stock

issuable upon the exercise of the June 2024 Lead Lender Warrant was also adjusted to a total of 21,186,440 shares, such that the adjusted

exercise price and number of warrants issued is equal to an aggregate amount of $ 2.5 million.

First July 2024 Facility Agreement

July 4, 2024, the Company entered into a credit facility agreement, as restated on July 22, 2024, and amended on July 25, 2024 (the “First

July 2024 Facility Agreement”) for a $ 2.5 million (the “First July 2024 Facility Loan Amount”) with a certain lender.

First July 2024 Facility Loan Amount will remain available until the earliest 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 will be repaid to the lender immediately.

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

(i) an aggregate of $50,000 was drawn down on July 4, 2024,

(ii) an aggregate of $50 will be drawn down upon the effectiveness of the Uplist (see note 6.E), and (iii) following the Uplist, an

aggregate of $200 will be drawn down on a quarterly basis until the First July 2024 Facility Loan Amount is exhausted.

First July 2024 Facility Amount will accrue interest at a rate of 12 % per annum.

The interest for the first year was paid in advance

in (i) 1,200,000 shares of the Company’s common stock at a conversion rate of $ 0.25 , and (ii) 1,200,000 warrants to purchase such

number of shares of the Company’s common stock at a conversion rate of $ 0.25 (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 and will

have a three-year term from the issuance date.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

SUBSEQUENT EVENTS (Cont.)

First July 2024 Facility Agreement (Cont.)

following the effectiveness of the Uplist, (i) $ 100 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) the Company 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”).

The remaining First July 2024 Facility Loan Amount outstanding and

not converted following the Uplist will 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 will be repaid to the First July 2024 Lender.

addition, the Company agreed to pay the First July 2024 Lender a one-time fee consisting of:

(i) 500,000 shares of the Company’s

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 the Company’s common stock with an exercise price of $ 0.25 per share.

Services Agreements

July 14, 2024 and July 25, 2024, the Company entered into consulting agreements with certain consultants (the

“Consultants”) pursuant to which the Consultants agreed to provide certain services to the Company in connection with

In consideration with the Consultants’ services, the Company issued to the Consultants 480,000

shares of common stock in July 2024.

Second July 2024 Facility Agreement

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

million (the “Second July 2024 Facility Loan Amount”) with certain lenders (the “Second July 2024 Lenders”).

Second July 2024 Facility Loan Amount will remain available until the earliest 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 will be repaid to the Second July 2024 Lenders immediately thereafter.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

dollars in thousands (except share data)

SUBSEQUENT EVENTS (Cont.)

Second July 2024 Facility Agreement (cont.)

Second July 2024 Facility Loan Amount will accrue interest at a rate of 12 % per annum.

The interest for the first year was paid in advance

in (i) 1,440,000 shares of the Company’s common stock at a conversion rate of $ 0.25 , and (ii) 1,440,000 warrants to purchase such

number of shares of the Company’s common stock at a conversion rate of $ 0.25 (the “Second July 2024 Facility Warrants”).

the interest for the second year will be paid by the Company in cash.

The Second July 2024 Facility Warrants are exercisable upon issuance

at an exercise price of $ 0.25 per share of common stock, and will have a three-year term from the issuance date.

following the effectiveness of the Uplist, (i) $ 160 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) the Company 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”).

The remaining Second July 2024 Facility Loan Amount outstanding and

not converted following the Second Uplist Conversion will 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 will be repaid to the Second July 2024 Lenders.

addition, the Company agreed to pay the Second July 2024 Lenders a one-time fee consisting of 600,000 shares of the Company’s common

stock, representing five percent ( 5 %) of the Second July 2024 Facility Loan Amount at a conversion rate of $ 0.25 .

Securities Exchange Agreement

July 31, 2024, the Company entered into a Securities Exchange Agreement, with Metagramm Software Ltd.

(“Metagramm”) pursuant

to which the Company agreed to issue to Metagramm 9.99 % of its issued and outstanding share capital in exchange for 19.99 % of Metagramm’s

issued and outstanding share capital.

The transactions contemplated by the Securities Exchange Agreement are expected to close following

the Uplist (as defined in note 6.E).

Grant of shares

July 1, 2024, the Company issued 25,510 shares of Common Stock to Gix Media’s CEO.

Reverse stock split

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.

As of the issuance date of this interim condensed consolidated financial statements,

the reverse stock split is not yet effective.

consist of financial expenses from substantial debt terms modification loss, change in the fair value of financial assets and interest expenses

on bank loans in connection with the Financing Agreement (see notes 6.B, 6.D, 6.E and 7).

Mainly consist of interest expenses on bank loans in connection with the Financing Agreement (see note 6.A, 6.B).

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

consist of salary and related expenses and professional consulting expenses.

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

What changed 10-Q

Item 1. Financial Statements