What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-19 compared with 2024-08-14 · 277 added, 287 removed, 328 unchanged (63% 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 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

statements as of September 30, 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

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

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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.

July 10, 2024, our board of directors approved to effect 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

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to obtain and could dilute out shareholders’ ownership interests;

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

our common stock may not be approved for listing on the Nasdaq Stock Market LLC (“Nasdaq”) or another recognized national

exchange and many potential investors may be unwilling to purchase our common stock;

our ability to receive credit facility or utilize existing credit facilities, 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

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obsolescence of our offered platforms;

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.

political, economic and military conditions in Israel, including the attack by Hamas and the military hostilities with Hezbollah and

Iran 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.

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

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and Background

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

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

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

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

With the Video Advertising Platform, Viewbix allowed

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

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

reports the results to the client.

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

pursuant to the Recapitalization Transaction (as defined 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.

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

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

Viewbix’s operations

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

(“Video Advertising Platform”).

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

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

The Video Advertising Platform measures

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

However, due to the

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

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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.

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 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.

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.

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.

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

“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.

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 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 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

“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”).

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.

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 Agreement”).

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

stock to a Nasdaq 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 as

(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

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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 “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 Warrants 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

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amount of $2.5 million.

The June 2024 Lead Lender Fee Warrant was recognized at fair value and

as of September 30, 2024, was classified as additional paid-in capital on the Company’s condensed consolidated balance sheets (see

also note 6.E to our interim condensed consolidated financial statements ended September 30,2024)

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

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

September 13, 2024, we submitted an application to uplist to the Nasdaq.

The timing of the uplisting process depends on a variety of

factors, including, but not limited to, overall market conditions.

No assurance can be given that our application will be approved or

that a trading market will develop.

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

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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.

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

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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

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 2024

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

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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

Transaction with Gix Media Ltd.

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

Gix Media., an Israeli company and the majority-owned subsidiary of Gix Internet, in the field of MarTech (Marketing Technology) solutions,

primarily search and content monetization and Vmedia Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of the Company (“Merger

Sub”), pursuant to which, following the Reorganization Transaction, and upon satisfaction of additional closing conditions, Merger

Sub will merge with and into Gix Media, with Gix Media being the surviving entity and wholly-owned subsidiary of the Company.

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

of the Common Stock of the Company, on a fully diluted basis.

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

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

Stock such that Gix Media became a wholly owned subsidiary of the Company.

Following the Reorganization Transaction, holders of the Gix

Media Shares held 90% of the Company’s Common Stock on a fully diluted basis, with Gix Internet holding 76.67% of the Common Stock

on a fully diluted basis.

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

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

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

Gix Media’s business operations include both (i) the

provision of services to the world’s leading Search Engines through the development, marketing and distribution of free software

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

of monetizing advertisements on digital marketing and advertising platforms.

of Cortex Media Group Ltd.

and Cortex Adverse Effect

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, however the Reverse Stock Split is not yet in

effect, and will be effectuated upon approval by FINRA.

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

outstanding shares of the Company’s Common Stock will be converted into one (1) share of the Company’s Common Stock.

Reverse Stock Split will not change the par value of the Common Stock or the number of authorized shares of Common Stock, which is

490,000,000 shares of Common Stock.

As a result of the Reverse Stock Split and upon its effectiveness, 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, will 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.

Developments Regarding Cortex

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

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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

(“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

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

connection with the acquisition of Cortex on October 13, 2021 (the “Cortex Acquisition”), 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

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.

In 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”).

Upon 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

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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 .

July 13 2024, Gix Media and Leumi entered into a third addendum to the Financing Agreement according to which, inter alia, effective

as of May 15, 2024 and until August 31, 2024:

(i) the Company is obligated to transfer to Gix Media $600,000;

(ii) a new covenant, measured

by reference to positive EBTIDA was implemented;

(iii) all payments due to the long-term bank loan from Leumi 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;

(iv) 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 and (v) Gix Media is obligated to perform a reduction in expenses, including

reduction in force.

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 $2,000,000 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 Financing Agreement and an additional loan in the amount

of $160,000, 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 (see also note 6.B to our interim condensed consolidated financial statements ended September

Reincorporation

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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.

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

We anticipate that the

Reincorporation will take effect in the first quarter of 2025.

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

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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.

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 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 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

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

revenues were $6,281 thousand for the three months ended September 30, 2024, compared to $15,715 thousand during the same period in the

revenues from the Content Platform (excluding inter-segment revenues) were $5,492 thousand for the three months ended September 30,

2024, a decrease of $4,582 as compared to 10,074 thousand during the same period in the prior year.

The reason for the decrease

during the three months ended September 30, 2024, is due to the Cortex Adverse Effect.

revenues from Gix Media’s Search Platform were $789 thousand for the three months ended September 30, 2024, a decrease of $4,852

as compared to $5,641 thousand during the same period in the prior year.

The reasons for the decrease during the three months ended September

30, 2024, is due to:

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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.

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

traffic-acquisition and related costs were $5,145 thousand for the three months ended September 30, 2024, a decrease of $9,381 compared

to $14,526 thousand during the same period in the prior year.

The reason for the decrease in the three months ended September 30, 2024,

is due to the decrease in revenues from both the Content and Search Platforms during the three months ended September 30, 2024, as mentioned

research and development expenses were $338 thousand for the three months ended September 30, 2024, as compared to $700 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

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

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

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

selling and marketing expenses decreased to $329 thousand for the three months ended September 30, 2024, as compared to $680 thousand

during the same period in the prior year.

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

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

in the prior year.

general and administrative expenses were $435 thousand for the three months ended September 30, 2024, as compared to $727 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

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

primarily in salaries, rental and headquarters expenses in the three months ended September 30, 2024, as compared to the same period

in the prior year.

depreciation and amortization expenses for the three months ended September 30, 2024, were $727 thousand as compared to $734 thousand

during the same period in the prior year.

other expenses for the three months ended September 30, 2024, were $213 compared to $0 during the three months ended September 30, 2023.

The increase in our other expenses during the three months ended September 30, 2024, is mainly due to professional expenses incurred in

connection with the Company’s planned Uplist.

net financial income was $152 thousand for the three months ended September 30, 2024, compared to $260 thousand net financial expenses

during the same period in the prior year.

The reason for the decrease in our net financial expenses and an increase in our financial

income during the three months ended September 30, 2024, is mainly due to financing income recorded due to accounting treatment of financial

instruments, created and recorded as part of the Company’s credit facilities.

income tax benefit was $59 thousand for the three months ended September 30, 2024, as compared to a $131 thousand tax benefit during

the same period in the prior year.

The reason for the decrease during the three months ended September 30, 2024, is due to the fact that

during the three months ended September 30, 2023, the Company recorded a loss before tax on income from the Content Platform, which retroactively

decreased the income tax expenses recorded for the previous quarters.

of Operations During the Nine Months Ended September 30, 2024 as Compared to the Nine Months Ended September 30, 2023

revenues were $ 23,616 thousand for the nine months ended September 30, 2024, compared to $ 63,731 thousand during the same period in

the prior year.

revenues from Cortex’s Content Platform (excluding inter-segment revenues) were $19,240 thousand for the nine months ended

September 30, 2024, a decrease of $27,898 as compared to $47,138 thousand during the same period in the prior year.

The reason for

the decrease during the nine months ended September 30, 2024, is due to the Cortex Adverse Effect.

revenues from Gix Media’s Search Platform were $4,376 thousand for the nine months ended September 30, 2024, a decrease of $12,217

thousand as compared to $16,593 thousand during the same period in the prior year.

The reasons for the decrease during the nine months

ended September 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 $19,214 thousand for the nine months ended September 30, 2024, a decrease of $37,343 compared

to $56,557 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

The reason for the decrease in the nine months ended September 30, 2024,

is due to the decrease in revenues from both the Content and Search Platforms during the three months ended September 30, 2024, as mentioned

research and development expenses were $1,600 thousand for the nine months ended September 30, 2024, compared to $ 2,213 thousand during

the same period in the prior year.

The reason for the decrease in the nine months ended September 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 $1,440 thousand for the nine months ended September 30, 2024, which is a decrease of $678 thousand

as compared to $2,118 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 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

The reason for the decrease in the nine months ended September

30, 2024, is due to the expense reduction primarily in salaries in the Content and Search Platforms during the nine months ended September

30, 2024, as compared to the same period in the prior year.

general and administrative expenses were $1,737 thousand for the nine months ended September 30, 2024, compared

to $2,119 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

The reason for the decrease in the nine months ended September 30, 2024, is due to the Company’s expenses reduction

primarily in salaries and professional services during the nine months ended September 30, 2024, as compared to the same period in the

depreciation and amortization expenses were $2,282 thousand for the nine months ended September 30, 2024, as compared to $2,202 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

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

months ended September 30, 2023.

The total amount of goodwill impairment loss recognized by us, during the nine months ended September

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

net financial expenses were $2,755 thousand for the nine months ended September 30, 2024, compared to $691 thousand during the same period

in the prior year.

The reason for the increase during the nine months ended September 30, 2024, is mainly due to financing expenses recorded

due to accounting treatment of financial instruments, created and recorded as part of the Company’ credit facilities and private

income tax benefit was $82 thousand for the nine months ended September 30, 2024, as compared to $40 thousand income tax expenses during

the same period in the prior year.

The reason for the change during the nine months ended September 30, 2024, is due to the decrease

in income before tax.

and Capital Resources

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 September 30, 2024, we had current assets of $12,894 thousand, consisting of $1,405 thousand in cash and cash equivalents, $42 thousand

restricted deposits, $6,091 thousand in accounts receivable, $1,433 thousand in other current assets and $3,923 thousand in a loan to

our Parent Company.

of September 30, 2024, we had non-current assets of $17,907 thousand, consisting of $83 thousand in deferred taxes, $36 thousand in property

and equipment net, $10,273 thousand in intangible assets net and $7,515 thousand in goodwill.

of September 30, 2024, we had $16,931 thousand in current liabilities consisting of $9,9 70 thousand in accounts payable, $834 thousand

in other payables and $5,081 thousand in short term loans and current maturities of long-term loans, $290 thousand in derivative warrant

liability and $756 thousand in short-term convertible loans.

of September 30, 2024, we had $2,304 thousand in non-current liabilities consisting of $1,080 thousand long-term loans and $1,224 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

7 unchanged sentences

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.

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

had a negative working capital of $4,037 thousand compared to a negative working capital of $1,968 thousand as of September 30, 2024,

and December 31, 2023, respectively.

the three months ended September 30, 2024, we had a positive cash flow from operating activities of $534 thousand, which was the result

of $695 thousand in net loss, $332 thousand from positive adjustments to operating activities, and $897 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.

the nine months ended September 30, 2024, we had positive cash flow from operating activities of $1,990 thousand, which was the result

of $10,069 thousand in net loss, $9,093 thousand from positive adjustments to operating activities, and $2,966 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 June 30, 2024, the Company has also provided several liens under Financing Agreement with Leumi in connection with the Cortex Acquisition,

of September 30, 2024, the Company has also provided several liens under Financing Agreement with Leumi in connection with the Cortex

Acquisition, as follows:

(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;

(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.

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.

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

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

of positive EBITDA over the life of the loans.

As of September 30, 2024, Gix Media is in compliance with the financial covenant 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,

7 unchanged sentences

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

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 facility

agreements and a private placement agreement, through which it has raised capital.

Additionally, the Company plans to effect the Uplist and

submitted an application to the Nasdaq, after which, if the Uplist is successful, 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 Leumi pursuant to which loans repayments were deferred while

short term credit lines with Leumi continued to be utilized.

However, there is significant uncertainty as to whether the

Company will further succeed in implementing its plans or be able to secure additional funds when needed.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1 unchanged sentence

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