What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-14 compared with 2025-08-19 · 683 added, 584 removed, 751 unchanged (63% of the section changed)

8 unchanged sentences

dollars in thousands (except share data)

September 30, 2025

December 31, 2024

CURRENT ASSETS

4 unchanged sentences

Other current assets

current assets

Total current assets

NON-CURRENT ASSETS

2 unchanged sentences

Intangible assets, net

non-current assets

Total non-current assets

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

1 unchanged sentence

dollars in thousands (except share data)

June 30, 2025

September 30, 2025

December 31, 2024

AND SHAREHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

5 unchanged sentences

Other payables

current liabilities

Total current liabilities

NON-CURRENT LIABILITIES

2 unchanged sentences

Earn-out liability

non-current liabilities

Total non-current liabilities

Commitments and Contingencies

SHAREHOLDERS’ EQUITY

Common stock of $ 0.0001

par value - Authorized:

Common stock of $ 0.0001 par value - Authorized:

490,000,000 shares;

Issued and outstanding:

and 5,296,945

shares as of June 30, 2025, and December 31, 2024, respectively (*) .

10,670,392 and 5,296,945 shares as

of September 30, 2025, and December 31, 2024, respectively (*) .

Additional paid-in capital

Accumulated deficit

Equity attributed to shareholders of Viewbix

Equity attributed to shareholders of Viewbix Inc.

Non-controlling interests

liabilities and shareholders’ equity

Total liabilities and shareholders’ equity

and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number

of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 10.D).

of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 10.E).

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

1 unchanged sentence

dollars in thousands (except share data)

the six months ended

the three months ended

For the nine months ended

September 30,

For the three months ended

September 30,

Costs and Expenses:

4 unchanged sentences

Depreciation and amortization

Goodwill impairment

Other expenses (income),

Impairment of intangible assets and goodwill

Other expenses (income), net

Operating loss

Financial expenses, net

Financial expenses (income), net

Loss before income taxes

Income tax benefit

net loss attributable

to non-controlling interests

loss attributable to shareholders of Viewbix Inc.

Net loss per share – Basic and diluted

attributed to shareholders:

net loss attributable to non-controlling interests

Net loss attributable to shareholders of Viewbix Inc.

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

Weighted average number of shares – Basic and diluted

2 unchanged sentences

and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number

of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 10.D).

of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 10.E).

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

1 unchanged sentence

dollars in thousands (except share data)

the company’s

Common stock (*)

to the company’s

Balance as of January 1, 2025

Shares issued in connection with the Reverse

Stock Split (see note 10.D)

Issuance of shares in connection with acquisition

of a subsidiary (see note 6)

Issuance of shares and warrants in connection

with conversion of loans (see notes 7.E, 7.F, 7.G)

Exercise of warrants (see note 10.C)

Redeem of loan to parent company (see note

Share-based compensation

Balance as of June

the company’s

Balance as of April 1, 2025

Issuance of shares and warrants in connection

with conversion of loans (see notes 7.E, 7.F, 7.G)

Exercise of warrants (see note 10.C)

Shares issued in connection with the Reverse Stock Split (see note 10.E)

Issuance of shares in connection with acquisition of a subsidiary (see note 6)

Issuance of shares and warrants in connection with conversion of loans (see notes 7.E, 7.F, 7.G)

Issuance of shares and warrants in connection with private placement (see note 10.C)

Exercise of warrants (see notes 10.A, 10.B, 10.C)

Redeem of loan to parent company (see note 3)

Share-based compensation

Balance as of June

Balance as of September 30, 2025

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

dollars in thousands (except share data)

to the company’s

Balance as of July 1, 2025

Issuance of shares and warrants in connection with private placement (see note 10.C)

Exercise of warrants (see notes 10.B, 10.C)

Balance as of September 30, 2025

and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number

of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 10.D).

of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 10.E).

an amount less than $1.

2 unchanged sentences

dollars in thousands (except share data)

the company’s

Common stock (*)

to the company’s

Balance as of January 1, 2024

Share-based compensation

Issuance of shares and warrants in connection

with issuance of convertible loans (see note 7.E)

Receipts on account of

shares and warrants (see note 10.B)

Balance as of June

the company’s

Balance as of April 1, 2024

Share-based compensation (see note 10.E)

Issuance of shares upon RSUs vesting (see note 10.E)

Issuance of shares to consultants (see note 10.A)

Issuance of shares and warrants in connection with short-term loan and convertible loans (see notes 7.E-7.G and 10.A)

Issuance of shares and warrants in connection with private placement (see note 10.B)

Issuance costs in connection with private placement (see note 10.B)

Reclassification of derivative warrant liability to equity (see note 7.E)

Balance as of September 30, 2024

and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number

of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 10.E).

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)

Common stock (*)

to the company’s

Balance as of July 1, 2024

Share-based compensation

Issuance of shares and warrants in connection

with issuance of debt and convertible debt (see note 7.E)

Receipts on account of

shares and warrants (see note 10.B)

Balance as of June

Issuance of shares upon RSUs vesting (see note 10.E)

Issuance of shares to consultants (see note 10.A)

Issuance of shares and warrants in connection with convertible loans (see notes 7.F, 7.G and 10.A)

Issuance of shares and warrants in connection with private placement (see note 10.B)

Issuance costs in connection with private placement (see note 10.B)

Reclassification of derivative warrant liability to equity (see note 7.E)

Balance as of September 30, 2024

and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number

of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 10.D).

of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 10.E).

an amount less than $1.

2 unchanged sentences

dollars in thousands (except share data)

the six months

the three months

flows from Operating Activities

Adjustments to reconcile

net income to net cash provided by operating activities:

For the nine months

ended September 30,

For the three months

ended September 30,

Cash flows from Operating Activities

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

4 unchanged sentences

Amortization of loan discounts

Change in the fair value of financial assets

at fair value through profit or loss (see note 8)

Amortization of deferred debt issuance costs

(see notes 7.E.

Goodwill Impairment (see note 5)

Equity based debt issuance costs (see note

Change in the fair value of financial assets at fair value through profit or loss (see note 8)

Amortization of deferred debt issuance costs (see notes 7.E.

Impairment of intangible assets and goodwill (see note 5)

Equity based debt issuance costs (see note 7.E)

Loss from substantial debt terms modification (see note 7.D)

1 unchanged sentence

Loss from termination of lease agreement

Changes in assets and liabilities

Changes in assets and liabilities items:

Decrease (increase) in accounts receivable

Decrease (increase) in other current assets

Increase in operating lease right-of-use asset

Decrease in other current assets

Increase (decrease) in accounts payable

Decrease (increase) in other payables

Decrease in operating

lease liabilities

cash provided by (used in) 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)

the six months

the three months

flows from Investing Activities

Net cash from

acquisition of a subsidiary (see appendix A)

Net cash provided by investing

flows from Financing Activities

For the nine months

ended September 30,

For the three months

ended September 30,

Cash flows from Investing Activities

Net cash from acquisition of a subsidiary (see appendix A)

Net cash provided by investing activities

Cash flows from Financing Activities

Receipt of short-term convertible loans

Receipt of short-term bank loans

Receipt of long-term bank loan

Repayment of short-term bank loans

Repayment of long-term bank loans

Increase in loan to parent company (see

Receipts on account of shares and warrants

(see note 10.B)

Increase in loan to parent company (see note 3)

Proceeds from issuance of shares and warrants in connection with 2024 Private Placement (see notes 10.B)

Issuance costs in connection with 2024 Private Placement (see note 10.B)

Proceeds from issuance of shares and warrants in connection with July 2025 Private Placement, net of issuance costs (see notes 10.C)

Proceeds from exercise of warrants

cash provided by (used in) financing activities

Increase (decrease) in cash

and cash equivalents and restricted cash

and cash equivalents and restricted cash at beginning of period

and cash equivalents and restricted cash at end of period

Disclosure of Cash Flow Activities:

Net cash provided by (used in) financing activities

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

Cash and cash equivalents and restricted cash at beginning of period

Cash and cash equivalents and restricted cash at end of period

Supplemental Disclosure of Cash Flow Activities:

Cash paid during the period

2 unchanged sentences

Substantial non-cash activities:

Deemed extinguishment and re-issuance of debt

(see note 7.D)

Termination of operating lease agreement (see

Deemed extinguishment and re-issuance of debt (see note 7.D)

Termination of operating lease agreement (see note 4)

Redeem of loan to parent company

18 unchanged sentences

Inc (“Zaxis”).

On March 16, 2015, Zaxis and Emerald Medical Applications Ltd., a private

limited liability company organized under the laws of the State of Israel (“Emerald Israel”) executed a share exchange agreement,

which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned subsidiary.

Accordingly, on September 14, 2015, the Company changed its name to Emerald Medical Applications Corp., subsequent to which the Company,

through Emerald Israel, was engaged in the development of technology for use in detection of skin cancer.

On January 29, 2018, the Company

ceased its business operations in this field.

On May 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli

attorney as special executor for Emerald Israel.

On March 16, 2015, Zaxis and Emerald Medical Applications Ltd., a private limited liability company organized

under the laws of the State of Israel (“Emerald Israel”) executed a share exchange agreement, which closed on July 14, 2015,

and Emerald Israel became the Company’s wholly-owned subsidiary.

Accordingly, on September 14, 2015, the Company changed its name

to Emerald Medical Applications Corp., subsequent to which the Company, through Emerald Israel, was engaged in the development of technology

for use in detection of skin cancer.

On January 29, 2018, the Company ceased its business operations in this field.

On May 2, 2018, the

District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney as special executor for

Emerald Israel.

January 17, 2018, the Company formed a new wholly owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies

43 unchanged sentences

Business Overview

Company and its subsidiaries (the “Group”), Gix Media and Cortex Media Group Ltd.

(“Cortex”), operate in the

field of digital advertising.

The Group has two main activities that are reported as separate operating segments:

the search segment

and the digital content segment.

The Company and its subsidiaries (the “Group”), Gix Media

and Cortex Media Group Ltd.

(“Cortex”), operate in the field of digital advertising.

The Group has two main activities that

are reported as separate operating segments:

the search segment and the digital content segment.

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

2 unchanged sentences

by Gix Media.

digital content segment is engaged in the creation and editing of content, in different languages, for different target audiences, for

the purposes of generating revenues from leading advertising platforms, by utilizing such content to obtain and route internet user traffic

for its customers.

The digital content segment activity is conducted by Cortex.

January 23, 2023, Gix Media acquired an additional 10 %

of the share capital of Cortex, increasing its holdings to 80 %

in consideration for $ 2,625 (the

“Subsequent Purchase”).

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

long-term bank loan received on January 17, 2023, in the amount of $ 1,500 (see

also note 7.B).

The Subsequent Purchase was recorded as a transaction with non-controlling interests in the Company’s

statement of changes in shareholders equity for the year ended December 31, 2023.

The digital content segment is engaged in the creation and editing

of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms,

by utilizing such content to obtain and route internet user traffic for its customers.

The digital content segment activity is conducted

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

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

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

and by a long-term bank loan received on January 17, 2023, in the amount of $ 1,500 (see also note 7.B).

The Subsequent Purchase was recorded

as a transaction with non-controlling interests in the Company’s statement of changes in shareholders equity for the year ended

December 31, 2023.

March 24, 2025, the Company entered into a securities exchange agreement with Metagramm Software Ltd.

(“Metagramm”) and

all of the shareholders of Metagramm, pursuant to which the Company acquired 100 %

of Metagramm’s shares in exchange for consideration of $ 5,159 .

The consideration was paid to Metagramm’s shareholders in the form of 1,323,000

shares of commons stock of the Company, representing 19.99 %

of the Company’s issued and outstanding share capital.

(“Metagramm”) and all

of the shareholders of Metagramm, pursuant to which the Company acquired 100 % of Metagramm’s shares in exchange for consideration

The consideration was paid to Metagramm’s shareholders in the form of 1,323,000 shares of commons stock of the Company,

representing 19.99 % of the Company’s issued and outstanding share capital.

specializes in developing advanced writing assistance tools that leverage artificial intelligence, machine learning and natural language

4 unchanged sentences

on a subscription basis to businesses and individual customers.

Subsequent to the balance sheet date, on November 9, 2025, Gix Media

entered into a share purchase agreement pursuant to which it sold all of the issued and outstanding share capital of Cortex (see note

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 unchanged sentence

GENERAL (Cont.)

Impact of the “Iron Swords” War on Israel

In October 2023, Israel was attacked by

a terrorist organization and entered a state of war on several fronts (the “War”).

In June 2025, following continued nuclear

threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike targeting military and nuclear infrastructure

inside Iran, aiming to disrupt Iran’s ability to coordinate or escalate hostilities and degrade its nuclear capabilities.

Iran responded

with multiple waves of drones and ballistic missiles targeting Israeli cities.

While most were intercepted, some caused civilian casualties

and infrastructure damage.

The Israeli military conducted further operations against Iranian assets.

After 12 days of hostilities, a ceasefire

between Israel and Iran was reached in June 2025.

However, the situation remains volatile, and the risk of broader regional escalation

involving additional actors persists.

Impact of the War in Israel

October 2023, Israel was attacked by the Hamas terrorist organization and entered a state of war on several fronts.

In June 2025,

following escalating threats and intelligence reports of imminent attacks, Israel conducted preemptive strikes on military and

nuclear infrastructure in Iran.

Iran responded with drones and missiles attacks, some of which caused civilian casualties and

infrastructure damage.

After 12 days of hostilities, a ceasefire between Israel and Iran was reached in June 2025.

As of October 9,

2025, Israel and Hamas entered into a ceasefire agreement calling for a permanent end of the war.

However, there are no assurances

that such agreements will hold.

As a result, while the ceasefire marks a potential shift towards stability in the region, the

situation remains volatile, and the risk of broader regional escalation involving additional actors persists.

As of the date of

issuance of these financial statements, conflict continues in parts of the region.

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 War.

In April and May 2024, Gix Media and Cortex received a total of $ 337 from the ITA that were

recorded as a reduction of other expenses, net in the Company’s consolidated statement of operations for the nine months period

ended September 30, 2024.

the Group’s customers are mainly in the US and Europe, its operations, revenues, and profitability were indirectly affected due

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

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 War.

In April and May 2024, Gix Media and Cortex received a total of $ 337

from the ITA that were recorded as a reduction of other expenses, net in the Company’s consolidated statement of operations

for the six months period ended June 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.

Company has business continuity procedures in place, and will continue to follow developments, assessing potential impact, if any, on

the Company’s business, financials, and operations.

Cortex Adverse Effect

7 unchanged sentences

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

impairment loss of $ 7,675 and $ 3,150 in the goodwill related to the digital content segment as of December 31, 2024 and June 30 ,2025,

impairment loss of $ 7,675 and $ 5,525 in the intangible assets and goodwill related to the digital content segment as of December 31, 2024 and September 30

,2025, respectively.

Subsequent to the balance sheet

date, on November 9, 2025, Gix Media entered into a share purchase agreement pursuant to which it sold all of the issued and outstanding

share capital of Cortex (see note 13.C).

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

GENERAL (Cont.)

Filing of Insolvency Petition Against Gix Media

7 unchanged sentences

the Service Providers.

On July 22, 2025, Gix Media paid the full amount of the debts owed to the Service Providers and as a result the

Petition was dismissed (see note 13.A).

In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix

Media to the Service Providers.

On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $ 1.13

million to the Service Providers as payment in full of the debts owed to the Service Providers.

As a result of such payment in full by

Gix Media to the Service Providers, the Petition was dismissed.

Nasdaq Uplisting

June 4, 2025, the Company’s shares of common stock were approved for listing on The Nasdaq Capital Market

June 4, 2025, the Company’s shares of common stock were approved for listing on The Nasdaq Capital Market (“Nasdaq”).

The Company’s shares began trading under the symbol “VBIX” on the Nasdaq on June 5, 2025 (the “Uplist Date”).

The Company’s shares were previously quoted on the OTC Markets, Pink Tier under the symbol “VBIX”, and ceased to

be quoted on the OTC Markets, Pink Tier at the close of business on June 4, 2025 (the “Uplist”).

a result of the Uplist, the Company received during June 2025, aggregate gross proceeds of $ 2,450 in connection with a private placement

and three facility agreements, consisting of $ 630 from the receipt of additional loans and $ 1,820 from the exercise of warrants (see

notes 7.E, 7.F and 7.G).

The Company’s shares were previously quoted on the OTC Markets, Pink Tier under the symbol “VBIX”, and ceased to be

quoted on the OTC Markets, Pink Tier at the close of business on June 4, 2025 (the “Uplist”).

a result of the Uplist, the Company received during June and July 2025, aggregate gross proceeds of $ 2,852 in connection with a private

placement and three facility agreements, consisting of $ 630 from the receipt of additional loans and $ 2,222 from the exercise of warrants

(see notes 7.E, 7.F and 7.G).

Going Concern

the second half of 2023 through June 30, 2025, the Company experienced a decrease in its revenues from the digital content and search

the second half of 2023 through September 30, 2025, the Company experienced a decrease in its revenues from the digital content and search

segments, as a result of:

4 unchanged sentences

strategic partners.

As a result of the foregoing, during the six months ended June 30, 2025, the Company recorded an operating loss of

$ 5,890 compared to $ 6,490 during the six months ended June 30, 2024.

Additionally, the Company recorded a net loss of $ 16,262 during

the six months ended June 30, 2025, compared to $ 9,374 during the six months ended June 30, 2024.

As of June 30, 2025, the Company had

cash and cash equivalents of $ 1,988 , bank loans of $ 5,385 , accumulated deficit of $ 42,088 and a negative cash flow of $ 836 for the six

months ended June 30, 2025.

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.

As a result of the foregoing, during the nine months ended September 30, 2025, the Company recorded an operating

loss of $ 9,523 compared to $ 7,396 during the nine months ended September 30, 2024.

Additionally, the Company recorded a net loss of $ 20,215

during the nine months ended September 30, 2025, compared to $ 10,069 during the nine months ended September 30, 2024.

As of September

30, 2025, the Company had cash and cash equivalents of $ 2,165 , bank loans of $ 2,885 , accumulated deficit of $ 45,481 and a negative cash

flow of $ 2,551 for the nine months ended September 30, 2025.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2 unchanged sentences

Going Concern (Cont.)

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.

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

4 unchanged sentences

(see note 10.B).

on June 5, 2025, pursuant to the consummation of the Uplist (as described in note 1.G above) the Company received during June 2025,

aggregate gross proceeds of $ 2,450 .

to the balance sheet date, the Company raised additional funds, significantly increasing its cash balance, as follows:

(1) in July 2025,

the Company received aggregate proceeds of $ 402

from the exercise of warrants in connection with a private

placement and a facility agreement (see note 13.C) and (2) on July 14, 2025, the Company closed a private placement transaction with

certain accredited investors, pursuant to which the Company received gross proceeds of $ 4.5

million (see note 13.D).

the Company raised additional funds during 2025, significantly increasing its cash balance, as follows:

(1) pursuant to the consummation

of the Uplist (as described in note 1.G above), the Company received during June and July 2025, aggregate gross proceeds of $ 2,852

in connection with a private placement and three facility agreements,

consisting of $ 630 from

the receipt of additional loans and $ 2,222

from the exercise of warrants and (2) on July 14, 2025, the

Company closed an additional private placement transaction with certain accredited investors, pursuant to which the Company received

gross proceeds of $ 4.5

million (see note 10.C) .

In addition, on November 5, 2025,

the Company entered into a private placement transaction, subject to the satisfaction of certain closing conditions, pursuant to which

the Company is expected to receive aggregate gross proceeds of approximately $ 3.0 million, before deducting fees and offering expenses

payable by the Company (see note 13.B).

Notwithstanding

60 unchanged sentences

LOAN TO PARENT COMPANY

Recent Accounting

Pronouncements (Cont.)

SCHEDULE OF LOAN TO PARENT COMPANY

Parent Company

September 30 2025

December 31 2024

Loan to Parent Company

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

14 unchanged sentences

financial statements which is $ 0 .

a result, the outstanding loan amount including accrued interest, totaling $ 4,048 ,

was redeemed in full.

The Redemption was recorded as an increase to the accumulated deficit in the Company’s statement of

changes in shareholders equity for the six months period ended June 30, 2025.

the six months ended June 30, 2025 and 2024, Gix Media recognized interest income in the amount of $ 63 and $ 79 , respectively.

a result, the outstanding loan amount including accrued interest, totaling $ 4,048 , was redeemed in full.

The Redemption was recorded

as an increase to the accumulated deficit in the Company’s statement of changes in shareholders equity for the nine months period

ended September 30, 2025.

the nine months ended September 30, 2025 and 2024, Gix Media recognized interest income in the amount of $ 63 and $ 119 , 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

12 unchanged sentences

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

lease expenses amounted to $ 0 and $ 69 for the six months ended June 30, 2025 and 2024, respectively.

lease expenses amounted to $ 0 and $ 69 for the nine months ended September 30, 2025 and 2024, respectively.

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, 2025

Consolidation of Metagramm (see note 6)

Impairment of goodwill

Balance as of June 30, 2025

Consolidation of Metagramm (note 6)

Impairment of intangible assets and goodwill

Balance as of September 30, 2025

Accumulated amortization:

Balance as of January 1, 2025

Amortization recognized

during the period

Balance as of June 30, 2025

Amortization recognized during the period

Balance as of September 30, 2025

Amortized cost:

As of June 30, 2025

As of September 30, 2025

Internal-use Software

Customer Relations

Balance as of January 1, 2024

6 unchanged sentences

Accumulated amortization, beginning balance

Amortization recognized

during the year

Amortization recognized during the year

Balance as of December 31, 2024

Accumulated amortization, ending balance

Accumulated amortization,

ending balance

Amortized cost:

As of December 31, 2024

Amortized cost

Impairment of goodwill:

of June 30, 2025, 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 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 $ 3,150 which was driven mainly due to the Cortex Adverse Effect (see note 1.E) and due to a decrease in the cash flow

As of December 31, 2024, the Company recognized an impairment loss of $ 7,675 related to the digital content reporting unit.

Impairment of intangible assets and goodwill:

of September 30, 2025, 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 estimation

of the fair value was based on indications of the consideration payable, as of September 30, 2025, in connection with the sale of

Cortex (see note 13.C), whose operations are attributable to the digital content reporting unit.

The Company determined that the

fair value of the reporting unit was less than its carrying amount and recognized an impairment loss of $ 5,525 .

As of December 31, 2024, the Company recognized an impairment loss of $ 7,675 related

to the digital content reporting unit.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

6 unchanged sentences

of the shareholders of Metagramm which replaced and terminated the 2024 SEA (the “2025 SEA”).

Pursuant to the 2025 SEA,

the Company acquired 100 %

of Metagramm’s shares in exchange for consideration of $ 5,159 .

The consideration was paid to Metagramm’s shareholders in the form of 1,323,000

shares of common stock of the Company, representing 19.99 %

of the Company’s issued and outstanding share capital immediately following the acquisition (the “Metagramm

Acquisition”).

addition, the Company agreed to pay Metagramm’s shareholders cash earn-out payments on a pro rata basis of up to a cumulative

million, contingent on achieving certain financing and revenue milestones within 3 years following the Closing Date (see note 13.D).

Pursuant to the 2025 SEA, the

Company acquired 100 % of Metagramm’s shares in exchange for consideration of $ 5,159 .

The consideration was paid to Metagramm’s

shareholders in the form of 1,323,000 shares of common stock of the Company, representing 19.99 % of the Company’s issued and outstanding

share capital immediately following the acquisition (the “Metagramm Acquisition”).

addition, the Company agreed to pay Metagramm’s shareholders cash earn-out payments on a pro rata basis of up to a cumulative sum

of $ 2.0 million, contingent on achieving certain financing and revenue milestones within 3 years following the Closing Date (see note

Value of Metagramm’s Identifiable Assets and Liabilities:

5 unchanged sentences

Technology, net of deferred taxes

Customer Relations, net

of deferred taxes

cost of the acquisition

Earn-out liability arising

from the acquisition

Consideration

paid in Company’s shares

Customer Relations, net of deferred taxes

Total cost of the acquisition

Earn-out liability arising from the acquisition

Total liabilities

Consideration paid in Company’s shares

total consideration was allocated to the fair value of assets acquired and liabilities assumed as of the Closing Date, with the excess

purchase price recorded as goodwill.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

BUSINESS COMBINATION (Cont.)

Acquisition (Cont.)

estimate of the fair values of the acquired technology and customer relations and earn-out liability assumed as of the Closing Date is

18 unchanged sentences

SCHEDULE OF COMPOSITION OF BALANCE OF GROUP’S LOANS

Short-term bank loans – Gix

Short-term bank loan – Gix Media

Interest rate

September 30, 2025

December 31, 2024

Short-term bank loans – Gix Media

SOFR + 4.60 %

Short-term bank loan – Cortex

SOFR + 4.35 %

Short-term bank loan

Long-term bank loan, including current maturity

– Gix Media (received on October 13, 2021)

Long-term bank loan, including current maturity

– Gix Media (received on January 17, 2023)

SOFR + 4.35 %

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

SOFR + 4.12 %

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

SOFR + 5.37 %

Long-term bank loan, including current maturity – Gix Media (received on July 10, 2025)

SOFR + 4.92 %

Long-term bank loan

Short-term loan – June 2024 Facility

Agreement – Viewbix Inc

Short-term convertible loan – June

2024 Facility Agreement – Viewbix Inc

Short-term convertible loan – First

July 2024 Facility Agreement – Viewbix Inc

Short-term convertible

loan – Second July 2024 Facility Agreement – Viewbix Inc

Short-term convertible

SOFR + 4.92 %

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

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

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

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

convertible loan

Gix Media’s Loan Agreement and short-term loans:

20 unchanged sentences

LOANS (Cont.)

Gix Media’s Loan Agreement and short-term loans (Cont.):

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 $ 1,500 , to be withdrawn at the discretion of Gix Media no later than January 31, 2023 (the “Additional Loan”).

January 23, 2023, Gix Media acquired an additional 10% of Cortex’s capital shares (see notes 1.C and 7.A) which was financed by

Gix Media’s existing cash balances and by the Additional Loan received on January 17, 2023, in the amount of $ 1,500 to be repaid

in 42 monthly payments at an annual interest rate of SOFR + 5.37 %.

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

existing cash balances and by the Additional Loan received on January 17, 2023, in the amount of $ 1,500 to be repaid in 42 monthly payments

at an annual interest rate of SOFR + 5.37 %.

October 10, 2023, Gix Media and Leumi entered into a second addendum to the Financing Agreement, according to which, Leumi extended an

8 unchanged sentences

to transfer to Gix Media $ 600 ;

(iii) a new covenant which replaced the previous financial covenant, measured by reference to positive

EBITDA 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 loan of $ 350 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.

The existing credit facility

will remain 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 human capital.

(iii) a new covenant which replaced the previous financial covenant, requiring positive EBITDA as measured

by reference to the trailing 12 months as of each quarterly balance sheet date, was implemented;

(iv) all due payments of the long-term

loans under the Financing Agreement were deferred to August 31, 2024 and from September 1, 2024, all due payments will be repaid as schedule

until the end of the term of the long-term loans;

(v) a new loan of $ 350 was granted to Gix Media on June 13, 2024 which was repaid in

full on August 30, 2024, in addition to the Gix Media Credit Line which will remain equal to 80 % of Gix Media’s accounts receivable

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

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 unchanged sentence

LOANS (Cont.)

Gix Media’s Loan Agreement and short-term loans:

Gix Media’s Loan Agreement and short-term loans (Cont.):

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 will 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.

(i) subject to the receipt of at least $ 2,000 from the Company by no later than January 1, 2025, the Gix Media Credit Line will 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

2 unchanged sentences

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,

The new loan bears an annual interest rate of SOFR + 4.60 % and was repaid in one single payment on January 2, 2025.

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

1 unchanged sentence

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

of December 31, 2024, Gix Media has drawn $ 788 of the Gix Media Credit Line.

February 4, 2025, Gix Media and Leumi entered into a fifth addendum to the Financing Agreement, which was effective as of January 29,

2025, according to which, inter alia:

(i) the Gix Media Credit Line was extended to March 31, 2025, (ii) the repayment the outstanding

(i) the Gix Media Credit Line was extended to March 31, 2025;

(ii) the repayment the outstanding

principal amounts of the long term bank loans of Gix Media under the Financing Agreement, was deferred until the actual deposit by the

2 unchanged sentences

(iii) upon such Deposit Date, all deferred payments will be immediately repaid using the deposited amounts and any remaining amounts

from any other sources, (iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each

from any other sources;

(iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each

long term bank loan.

3 unchanged sentences

single payment on July 3, 2025.

of June 30, 2025, Gix Media has drawn $ 430 of the Gix Media Credit Line.

July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement, according to which, inter alia:

the Deposit Date will be extended until October 1, 2025 (ii) Gix Media agreed to repay $ 2.4 million to Leumi by October 1, 2025, and

(iii) subject to the full repayment of the $ 2.4 million, Leumi would provide a new 24-month loan equal to the then outstanding balance

of the debt (see note 13.B).

July 3, 2025, Gix Media received a short-term loan of $ 1,948 , bearing an annual interest rate of SOFR + 4.65 %, to be repaid in a single

payment on August 4, 2025.

July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement, (the “July 2025 Repayment and

Financing Agreement”) according to which, inter alia:

(i) the Deposit Date will be extended until October 1, 2025 (ii) Gix Media

agreed to repay $ 2.4 million to Leumi by October 1, 2025, and (iii) subject to the full repayment of the $ 2.4 million, Leumi would provide

a new loan equal to the then outstanding balance of the debt.

The loan will be repaid in up to 24 monthly payments at an annual interest

rate of Leumi’s applicable rate at the time of the granting of the loan.

July 2025, Gix Media repaid a total of $ 2.4 million to Leumi in accordance with the July 2025 Repayment and Financing Agreement.

result, the outstanding balance of the existing short-term loan of $ 1,948 and the long-term loans under the Financing Agreement were

extinguished on July 10, 2025.

On the same date, Gix Media received a new loan in the amount of $ 1,562 to be repaid in 24 consecutive

monthly payments beginning in October 2025, at an annual interest rate of SOFR + 4.92 %.

of September 30, 2025, Gix Media has drawn $ 323 of the Gix Media Credit Line.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

17 unchanged sentences

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

February 28, 2025, Cortex and Leumi entered into an additional amendment to Cortex’s Loan Agreement, pursuant to which:

credit line of $ 1,000 for Cortex will be extended until December 12, 2025;

(ii) Cortex will establish a first-ranking fixed pledge over

the cash deposit held in the Cortex’s Leumi Account, up to a maximum of $ 100 , no later than April 15, 2025, or three days following

February 28, 2025, Cortex and Leumi entered into an additional amendment to the Cortex Loan Agreement, pursuant to which:

(i) the credit

line of $ 1,000 for Cortex will be extended until December 12, 2025;

(ii) Cortex will establish a first-ranking fixed pledge over the

cash deposit held in the Cortex’s Leumi Account, up to a maximum of $ 100 , no later than April 15, 2025, or three days following

Cortex’s receipt of its expected tax refund, whichever occurs first.

1 unchanged sentence

of a financial report demonstrating two consecutive quarters of positive EBITDA, with a minimum of $75 per quarter.

of June 30, 2025, Cortex has drawn $ 1,000 of the Cortex Credit Line.

of September 30, 2025, Cortex has drawn $ 1,000 of the Cortex Credit Line.

Long term loan and issuance of warrants:

8 unchanged sentences

terms of the 2023 Loan were substantially amended on June 18, 2024, by the June 2024 Facility Agreement (see note 7.E).

amendments represented 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

for the six months period ended June 30, 2024.

These amendments

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

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

16 unchanged sentences

Total Credit Facility Amount will accrue interest at a rate of 12 % per annum, to be paid in advance.

interest for the first year of the June 2024 Facility Agreement, which was equal to $ 184 , was paid by the Company in advance in:

183,679 shares of the Company’s common stock, reflecting a value of $ 1.00 per share for each dollar of interest accrued on the

Total Credit Facility Amount, and (b) 183,679 warrants to purchase 183,679 shares of the Company’s common stock at an exercise

price of $ 1.00 per share.

interest for the first year of the June 2024 Facility Agreement, which was equal to $ 184 ,

was paid by the Company in advance in:

shares of the Company’s common stock, reflecting a value of $ 1.00

per share for each dollar of interest accrued on the Total Credit Facility Amount, and (b) 183,679

warrants to purchase 183,679

shares of the Company’s common stock at an exercise price of $ 1.00

The warrants will be exercisable for a three-year 3 period from the date of the June 2024 Facility Agreement.

11 unchanged sentences

addition, the Company paid to the June 2024 Lead Lender a commission consisting of:

shares of common stock of the Company, (b) 50,000

warrants to purchase 50,000

shares of common stock of the Company at an exercise price of $ 1.00

per share (c) 625,000

warrants for the purchase of 625,000

shares of common stock with an exercise price of $ 4.00

per share (“June 2024 Lead Lender Fee Warrants”).

The June 2024 Lead Lender Fee Warrants are exercisable for a

three-year period from the date of the June 2024 Facility Agreement.

(a) 50,000 shares of common stock of the Company,

(b) 50,000 warrants to purchase 50,000 shares of common stock of the Company at an exercise price of $ 1.00 per share (c) 625,000 warrants

for the purchase of 625,000 shares of common stock with an exercise price of $ 4.00 per share (“June 2024 Lead Lender Fee Warrants”).

The June 2024 Lead Lender Fee Warrants are exercisable for a three-year period from the date of the June 2024 Facility Agreement.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5 unchanged sentences

July 2024, following the closing of the 2024 Private Placement (as defined in note 10.B), the exercise price of the June 2024 Lead Lender

Fee Warrants was adjusted to $ 0.472 , which is equal to 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 Warrants was also adjusted to a total of

5,296,610 shares, such that the adjusted exercise price and number of warrants issued is equal to an aggregate amount of $ 2.5 million.

Fee Warrants was adjusted to $ 0.472 , which is equal to the effective price per share of common stock in the 2024 Private Placement, and

the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrants was also adjusted to a total

of 5,296,610 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 Agreement 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

The shares and warrants issued as prepayment of interest and as commission to the June 2024 Lead Lender were initially recognized

at fair value and classified in equity.

measured at fair value at each balance sheet date.

Loans received in connection with the June 2024 Facility Agreement were initially

recorded at their fair value and subsequently measured at cost.

The shares and warrants issued as prepayment of interest and as commission

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

June 2024 Lead Lender Fee Warrants were 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

June 5, 2025, upon completion of the Uplist, the Company drew $ 500

of the Total Credit Facility Amount which was recorded as a short-term convertible loan.

As of June 30, 2025, the Company has drawn

an aggregate amount of $ 1,000

of the Total Credit Facility Amount.

addition, immediately following the Uplist Date, $ 663 of the Total Credit Facility Amount was converted into units, which included shares

of common stock at a conversion rate of $ 1.00 per share, equal to an aggregate of 662,957 shares and the same amount of warrants, each

warrant is exercisable into one share of common stock of the Company at an exercise price of $ 1.00 per share for a three-year period

from the Uplist Date.

The warrants were recorded at fair value and were classified as equity.

June 2025, out of 896,636

warrants granted under the June 2024 Facility Agreement, 333,735

warrants were exercised into 333,735 shares of common stock.

The Company received total proceeds of $ 304 upon exercise of the

warrants (see note 13.C).

at fair value at each balance sheet date.

Following the closing of the 2024 Private Placement (see note 10.B) 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 to equity.

June 5, 2025, upon completion of the Uplist, the Company drew additional $ 500 of the Total Credit Facility Amount which was recorded

as a short-term convertible loan.

In addition, immediately following the Uplist, $ 663 of the Total Credit Facility Amount was converted

into units, which included 662,957 shares of common stock and the same amount of warrants, each warrant is exercisable into one share

of common stock of the Company at an exercise price of $ 1.00 per share for a three-year period from the Uplist Date.

The warrants were

recorded at fair value and were classified as equity.

June and July 2025, out of 896,636 warrants granted under the June 2024 Facility Agreement, 722,495 warrants were exercised into 722,495

shares of common stock.

The Company received total proceeds of $ 722 upon exercise of the warrants.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

First July 2024 Facility Agreement

4 unchanged sentences

on a quarterly basis until the total amount reaches $ 2.5 million.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

First July 2024 Facility Agreement (Cont.)

First July 2024 Facility Agreement will remain available until the earliest of:

3 unchanged sentences

In the event the First July 2024 Facility

Term lapses, the First July 2024 Facility Loan Amount will be repaid to the lender immediately (see note 13.

Term lapses, the First July 2024 Facility Loan Amount will be repaid to the lender immediately (see note 10.C).

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

9 unchanged sentences

the Company paid the lender of the First July 2024 Facility Agreement a one-time fee consisting of:

shares of common stock of the Company, which representing a fee of five percent ( 5 %)

of the First July 2024 Facility Loan Amount, at a share price of $ 1.00

per share, and (b) 250,000

warrants to purchase 250,000

shares of common stock of the Company at an exercise price of $ 1.00

The warrants are exercisable for three years 3

from the date of the First July 2024 Facility Agreement.

(a) 125,000 shares of common stock

of the Company, which representing a fee of five percent ( 5 %) of the First July 2024 Facility Loan Amount, at a share price of $ 1.00

per share, and (b) 250,000 warrants to purchase 250,000 shares of common stock of the Company at an exercise price of $ 1.00 per share.

The warrants are exercisable for three years 3 from the date of the First July 2024 Facility Agreement.

conversion related features of the First July 2024 Facility Agreement were bifurcated from their host debt contract and recognized as

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

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

liabilities measured at fair value at each balance sheet date.

connection with the First July 2024 Facility Agreement, the Company incurred deferred debt issuance costs, which consisted of a one-time

fee to the lender of the First July 2024 Facility Agreement, an annual advance interest payment and other additional direct costs.

deferred debt issuance costs were recorded in other current assets in the Company’s balance sheet and were amortized as financial

expense over the term of the First July 2024 Facility Agreement.

Deferred debt issuance costs amounted to $ 315 as of December 31, 2024,

and were fully amortized during the nine months ended September 30, 2025, following the termination of the First July 2024 Facility Agreement

(see note 10.C).

the terms of the First July 2024 Facility Agreement, the Company received in July 2024 a loan of $ 50 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 First July 2024 Facility

Agreement were measured at fair value and recorded as equity.

of December 31, 2024, the Company incurred deferred debt issuance costs of $ 315 which were recorded in other current assets in the Company’s

Balance Sheet.

These costs consisted of a one-time fee to the lender of the First July 2024 Facility Agreement, an annual advance interest

payment and other additional direct costs.

The amortization of the deferred debt issuance costs was recorded as financial expense and

amounted to $ 67 for the six months ended June 30, 2025.

the Uplist Date, the Company drew $ 50

of the First July 2024 Facility Loan Amount.

As of June 30, 2025, the Company has drawn an aggregate amount of $ 100

of the First July 2024 Facility Loan Amount.

addition, immediately following the Uplist Date, $ 100 of the First July 2024 Facility Loan Amount was converted into units, which included

shares of common stock at a conversion rate of $ 1.00 per share, equal to an aggregate of 100,000 shares and the same amount of warrants,

each warrant is exercisable into one share of common stock of the Company at an exercise price of $ 1.00 per share for a three-year period

from the Uplist Date.

The warrants were recorded at fair value and were classified as equity.

June 2025, all 650,000

warrants granted under the First July 2024 Facility Agreement were exercised into 650,000 shares of common stock.

The Company received total proceeds of $ 650 upon exercise of the warrants.

Warrants associated with the First July

2024 Facility Agreement were measured at fair value and recorded as equity.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 unchanged sentence

LOANS (Cont.)

First July 2024 Facility Agreement (Cont.)

the Uplist Date, the Company drew additional $ 50 of the First July 2024 Facility Loan Amount.

In addition, immediately following the

Uplist Date, $ 100 of the First July 2024 Facility Loan Amount was converted into units, which included 100,000 shares of common stock

and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $ 1.00

per share for a three-year period from the Uplist Date.

The warrants were recorded at fair value and were classified as equity.

June 2025, all 650,000 warrants granted under the First July 2024 Facility Agreement were exercised into 650,000 shares of common stock.

The Company received total proceeds of $ 650 upon exercise of the warrants.

July 14, 2025, following the closing of the July 2025 Private Placement and the proceeds received by the Company (see note 10.C), the

First July 2024 Facility Agreement was terminated.

Second July 2024 Facility Agreement

1 unchanged sentence

for a total amount of $ 3.0 million (the “Second July 2024 Facility Loan Amount”).

Second July 2024 Facility Agreement will remain available until the earliest of:

(a) (1) full utilization of the Second July 2024

Facility Loan Amount, (a)(2) after 40 months from the date of Second July 2024 Facility Agreement, and (b) upon such date that the

Company completes a $ 2.5

million financing transaction (see note 13.D).

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

The interest for the first year was paid in advance in:

shares of the Company’s common stock, reflecting a share price of $ 1.00

per share for each dollar of interest accrued on the total amount, and (b) 360,000

warrants to purchase 360,000

shares of common stock of the Company at an exercise price of $ 1.00

The warrants are exercisable for three

years from the date of the Second July 2024 Facility Agreement.

Starting from the second year of the Second July 2024

Facility Agreement, the interest will be paid in cash to the lenders.

Second July 2024 Facility Loan Amount will remain available until the earliest of:

(a) (1) full utilization of the Second July 2024 Facility

Loan Amount, (a)(2) after 40 months from the date of Second July 2024 Facility Agreement, and (b) upon such date that the Company completes

a $ 2.5 million financing transaction.

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

(a) 360,000 shares of the Company’s common stock, reflecting a share price of $ 1.00 per share for each dollar of interest accrued

on the total amount, and (b) 360,000 warrants to purchase 360,000 shares of common stock of the Company at an exercise price of $ 1.00

The warrants are exercisable for three years from the date of the Second July 2024 Facility Agreement.

Starting from the second

year of the Second July 2024 Facility Agreement, the interest will be paid in cash to the lenders.

after the Uplist, $ 160 out of the Second July 2024 Facility Loan Amount will be automatically converted into common stock of the Company

2 unchanged sentences

of the Company at an exercise price of $ 1.00 per share.

the Company paid the lenders of the Second July 2024 Facility Agreement a one-time fee consisting of 150,000

shares of common stock of the Company, which represents a fee of five percent ( 5 %)

of the Second July 2024 Facility Loan Amount at a share price of $ 1.00

the Company paid the lenders of the Second July 2024 Facility Agreement a one-time fee consisting of 150,000 shares of common stock of

the Company, which represents a fee of five percent ( 5 %) of the Second July 2024 Facility Loan Amount at a share price of $ 1.00 per share.

conversion related features of the Second July 2024 Facility Agreement were bifurcated from their host debt contract and recognized as

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

connection with the Second July 2024 Facility Agreement, the Company received a loan of $ 80 which was recorded as a short-term convertible

liabilities measured at fair value at each balance sheet date.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

Second July 2024 Facility Agreement (Cont.)

connection with the Second July 2024 Facility Agreement, the Company incurred deferred debt issuance costs, which consisted of a one-time

fee to the lenders of the Second July 2024 Facility Agreement, an annual advance interest payment and other additional direct costs.

The deferred debt issuance costs were recorded in other current assets in the Company’s balance sheet and were amortized as financial

expense over the term of the Second July 2024 Facility Agreement.

Deferred debt issuance costs amounted to $ 302 as of December 31, 2024,

and were fully amortized during the nine months ended September 30, 2025, following the termination of the Second July 2024 Facility

Agreement (see note 10.C).

the terms of the Second July 2024 Facility Agreement, the Company received in July 2024 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.

of December 31, 2024, the Company incurred deferred debt issuance costs of $ 302 which were recorded in other current assets in the Company’s

Balance Sheet.

These costs consisted of a one-time fee to the lenders of the Second July 2024 Facility Agreement, an annual advance interest

payment and other additional direct costs.

The amortization of the deferred debt issuance costs was recorded as financial expense and

amounted to $ 59 for the six months ended June 30, 2025.

the Uplist Date, the Company drew $ 80

of the Second July 2024 Facility Loan Amount.

As of June 30, 2025, the Company has drawn an aggregate amount of $ 160

of the Second July 2024 Facility Loan Amount.

addition, immediately following the Uplist Date, $ 160 of the Second July 2024 Facility Loan Amount was converted into units, which included

shares of common stock at a conversion rate of $ 1.00 per share, equal to an aggregate of 160,000 shares and the same amount of warrants,

each warrant is exercisable into one share of common stock of the Company at an exercise price of $ 1.00 per share for a three-year period

from the Uplist Date.

Warrants associated with the Second

July 2024 Facility Agreement were measured at fair value and recorded as equity.

the Uplist Date, the Company drew additional $ 80 of the Second July 2024 Facility Loan Amount.

In addition, immediately following the

Uplist Date, $ 160 of the Second July 2024 Facility Loan Amount was converted into units, which included 160,000 shares of common stock

and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $ 1.00

per share for a three-year period from the Uplist Date.

The warrants were recorded at fair value and were classified as equity.

June 2025, all 520,000

warrants granted under the Second July 2024 Facility Agreement were exercised into 520,000 shares of common stock.

June 2025, all 520,000 warrants granted under the Second July 2024 Facility Agreement were exercised into 520,000 shares of common stock.

The Company received total proceeds of $ 520 upon exercise of the warrants.

July 14, 2025, following the closing of the July 2025 Private Placement and the proceeds received by the Company (see note 10.C), the

Second July 2024 Facility Agreement was terminated.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

4 unchanged sentences

Embedded derivatives were identified and recognized at fair value

upon initial recognition of each of the financial instruments and measured at fair value at each cut-off date.

upon initial recognition of each of the financial instruments and measured at fair value at each balance sheet date.

fair value of the financial instruments as of December 31, 2024, was calculated using the following unobservable inputs:

5 unchanged sentences

June 5, 2025, immediately after the Uplist, the Company converted all embedded derivatives to equity.

At the Uplist Date and before the conversion, these embedded derivatives were measured at their intrinsic value through

profit or loss.

At the Uplist Date and before the

conversion, these embedded derivatives were measured at their intrinsic value through profit or loss.

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

1 unchanged sentence

Balance as of January 1, 2025

Net changes at fair value recognized through

profit or loss

Net changes at fair value recognized through profit or loss

Embedded derivatives converted to equity

Embedded derivatives recorded in

connection with the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement

Balance as of June

Embedded derivatives recorded in connection with the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement

Warrants issued to the June 2024 Lead Lender (see note 7.E)

Reclassification of derivative warrant liability into equity (see note 7.E)

Balance as of September 30, 2025

Balance as of January 1, 2024

Embedded derivatives, Balance

Embedded derivatives recorded in

connection with the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement

Net changes at fair value

recognized through profit or loss

Embedded derivatives recorded in connection with the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement

Warrants issued to the June 2024 Lead Lender (see note 7.E)

Reclassification of derivative warrant liability into equity (see note 7.E)

Net changes at fair value recognized through profit or loss

Balance as of December 31, 2024

3 unchanged sentences

COMMITMENTS AND CONTINGENCIES

September 19, 2022, as part of the Reorganization Transaction terms, the Company provided several liens under Gix Media’s

Financing Agreement with Leumi in connection with the Cortex Transaction, as follows:

(1) a guarantee to Leumi of all of Gix

Media’s obligations and undertakings to Leumi unlimited in amount;

September 19, 2022, as part of the Reorganization Transaction terms, the Company provided several liens under Gix Media’s Financing

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

(3) A first ranking all asset charge over all of the assets of the Company;

and (4) a Deposit Account Control Agreement over

the Company’s bank accounts.

(3) A first ranking all

asset charge over all of the assets of the Company;

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

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

5 unchanged sentences

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

Media’s restricted deposits in the amount of $ 34

as of June 30, 2025, are held as a security in respect of credit cards and its leased offices.

Cortex has restricted deposits in the

amount of $ 139

as of June 30, 2025, of which $ 100

was pledged to meet financial covenants under Cortex’s Loan Agreement (see note 7.C) and the remaining amount is held as

security for credit cards and its leased offices.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

Subsequent to the balance sheet date, in connection with sale of Cortex

in November 2025 (see note 13.C), Gix Media provided Leumi a lien on the consideration received in the form of shares and Leumi released

its lien on the shares of Cortex sold by Gix Media.

Media’s restricted deposits in the amount of $ 34 as of September 30, 2025, are held as a security in respect of credit cards and

its leased offices.

Cortex has restricted deposits in the amount of $ 172 as of September 30, 2025, of which $150 was pledged to meet

financial covenants under Cortex’s Loan Agreement (see note 7.C) and the remaining amount is held as security for credit cards

and its leased offices.

SHAREHOLDERS’ EQUITY

1 unchanged sentence

of the Company’s common stock confer the rights to:

(i) participate in the general meetings, to one vote per share for any

purpose, to an equal part, on a share basis, (ii) in distribution of dividends and (iii) to equally participate, on a share basis,

in distribution of excess of assets and funds from the Company and will not confer other privileges.

(i) participate in the general meetings, to one vote per share for any purpose,

to an equal part, on a share basis, (ii) in distribution of dividends and (iii) to equally participate, on a share basis, in distribution

of excess of assets and funds from the Company and will not confer other privileges.

June 18, 2024, as part of the June 2024 Facility Agreement, the Company issued to the June 2024 Lenders 233,679 shares of common stock

2 unchanged sentences

issued to the June 2024 Lead Lender a warrant to purchase 625,000 shares of common stock with an exercise price of $ 4.00 per share, representing

an aggregate exercise amount of $ 2.5 million (see note 7.E).In July 2024, following the closing of the Private Placement (as defined in note 10.B), the exercise price of the

June 2024 Lead Lender Fee Warrants was adjusted to $ 0.472 , which is equal to 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 Warrants was also adjusted

to a total of 5,296,610 shares, such that the adjusted exercise price and number of warrants issued is equal to an aggregate amount of

$ 2.5 million.

an aggregate exercise amount of $ 2.5 million (see note 7.E).In July 2024, following the closing of the 2024 Private Placement (as defined

in note 10.B), the exercise price of the June 2024 Lead Lender Fee Warrants was adjusted to $ 0.472 , which is equal to the effective price

per share of common stock in the 2024 Private Placement, and the number of shares of common stock issuable upon the exercise of the June

2024 Lead Lender Fee Warrants was also adjusted to a total of 5,296,610 shares, such that the adjusted exercise price and number of warrants

issued is equal to an aggregate 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 425,000 shares of common

stock and 550,000 warrants to purchase such number of shares of common stock with an exercise price of $ 1.00 per share (see note 7.F).

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

Shares of Common Stock (Cont.)

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

6 unchanged sentences

of $ 1.00 per share (see note 7.G).

March 24, 2025, the Company entered into a the 2025 SEA with Metagramm and all of the shareholders of Metagramm, pursuant to which

the Company issued to Metagramm’s shareholders 1,323,000

of the Company’s shares representing 19.99 %

of its issued and outstanding share capital in exchange for 100 %

of Metagramm’s issued and outstanding share capital (see note 6).

June 5, 2025, as part of June 2024 Facility Agreement, $ 663

of the Total Credit Facility Amount was converted into an aggregate of 662,957

shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into one share of common stock of

the Company at an exercise price of $ 1.00

per share (see note 7.E).

During June 2025, 333,735

warrants were exercised into 333,735 shares in connection with the June 2024 Facility Agreement (see note 7.E).

June 5, 2025, as part of the First July 2024 Facility Agreement, $ 100

of the First July 2024 Facility Loan Amount was converted into an aggregate of 100,000

shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into one share of common stock of

the Company at an exercise price of $ 1.00

During June 2025, 650,000

warrants were exercised into 650,000 shares in connection with the First July 2024 Facility Agreement (see note 7.F).

March 24, 2025, the Company entered into the 2025 SEA with Metagramm and all of the shareholders of Metagramm, pursuant to which the

Company issued to Metagramm’s shareholders 1,323,000 of the Company’s shares representing 19.99 % of its issued and outstanding

share capital in exchange for 100 % of Metagramm’s issued and outstanding share capital (see note 6).

June 5, 2025, following the Uplist and as part of the June 2024 Facility Agreement, $ 663 of the Total Credit Facility Amount was converted

into an aggregate of 662,957 shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into

one share of common stock of the Company at an exercise price of $ 1.00 per share.

In addition, during June and July 2025, out of 896,636

warrants granted under the June 2024 Facility Agreement, 722,495 warrants were exercised into 722,495 shares of common stock (see note

June 5, 2025, following the Uplist as part of the First July 2024 Facility Agreement, $ 100 of the First July 2024 Facility Loan Amount

was converted into an aggregate of 100,000 shares of common stock of the Company and the same amount of warrants, each warrant is exercisable

into one share of common stock of the Company at an exercise price of $ 1.00 per share.

In addition, during June 2025, all 650,000 warrants

granted under the First July 2024 Facility Agreement were exercised into 650,000 shares of common stock (see note 7.F).

June 5, 2025, following the Uplist as part of the Second July 2024 Facility Agreement, $ 160 of the Second July 2024 Facility Loan Amount

was converted into an aggregate of 160,000 shares of common stock of the Company and the same amount of warrants, each warrant is exercisable

into one share of common stock of the Company at an exercise price of $ 1.00 per share.

In addition, during June 2025, all 520,000 warrants

granted under the Second July 2024 Facility Agreement were exercised into 520,000 shares of common stock (see note 7.G).

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 unchanged sentence

SHAREHOLDERS’ EQUITY (Cont.)

Shares of Common Stock (Cont.)

June 5, 2025, as part of the Second July 2024 Facility Agreement, $ 160

of the Second July 2024 Facility Loan Amount was converted into an aggregate of 160,000

shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into one share of common stock of

the Company at an exercise price of $ 1.00

During June 2025, 520,000

warrants were exercised into 520,000 shares in connection with the Second July 2024 Facility Agreement (see note 7.G).

2024 Private Placement

July 3, 2024, the Company entered into a definitive securities 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) 256,875

Investor”) for the purchase and sale in a private placement (the “2024 Private Placement”) of units consisting of

shares of the Company’s common stock at a purchase price of $ 1.00

12 unchanged sentences

incurred and, (2) a commission consisting of (i) a cash fee of $ 13 and (ii) 12,844 shares of the Company’s common stock.

July 2024, the Company issued 269,719 shares of common stock and 385,332 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

Company 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.

the Uplist Date, out of 385,332

warrants granted under the Private Placement, 315,012

warrants were exercised during June 2025 into 315,012 shares of common stock.

The Company received total proceeds of $ 315 upon

exercise of the warrants (see note 13.C).

July 2024, the Company issued 269,719 shares of common stock and 385,332 warrants in connection with the 2024 Private Placement.

the Uplist Date, out of 385,332 warrants granted under the 2024 Private Placement, 328,142 warrants were exercised during June and July

2025 into 328,142 shares of common stock.

The Company received total proceeds of $ 328 upon exercise of the warrants.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 unchanged sentence

SHAREHOLDERS’ EQUITY (Cont.)

following table summarizes information of outstanding warrants as of June 30, 2025:

July 2025 Private Placement

July 11, 2025, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company

issued and sold in a private placement, (the “July 2025 Private Placement”) an aggregate of 848,763 shares of common stock,

pre-funded warrants to purchase up to 77,160 shares of common stock and common warrants to purchase up to an aggregate of 925,923 shares

of common stock, at an offering price of $ 4.86 per share of common stock and associated common warrant and an offering price of $ 4.8599

per pre-funded warrant and associated common warrant.

pre-funded warrants were immediately exercisable upon issuance at an exercise price of $ 0.0001 per share and will not expire until exercised

The common warrants were immediately exercisable upon issuance at an exercise price of $ 4.74 per share, subject to adjustment

as set forth therein, and will expire five and a half years from the issuance date.

The common warrants may be exercised on a cashless

basis if there is no effective registration statement registering the shares of shares of common stock underlying the common warrants.

connection with the July 2025 Private Placement, the Company also entered into a letter agreement with a placement agent on July 11,

2025, according to which the Company agrees to pay a cash placement fee equal to 7.0 % of the gross proceeds and $ 50 for reasonable legal

fees and disbursements.

July 2025 Private Placement closed on July 14, 2025.

The aggregate gross proceeds received by the Company on the closing date were $ 4,500 .

The Company incurred share issuance costs of $ 477 which were recognized as a reduction of additional paid-in capital.

connection with the closing of the July 2025 Private Placement and the related proceeds, the First July 2024 Facility Agreement and the

Second July 2024 Facility Agreement were terminated.

In addition, the shareholders of Metagramm became entitled to partial earn-out payments

on a pro rata basis pursuant to the 2025 SEA (see note 6).

September 5, 2025, 20,576 pre-funded warrants were exercised into 20,576 shares of common stock.

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, 2025:

SCHEDULE OF OUTSTANDING WARRANTS

3 unchanged sentences

December 2025

June 2024 Facility Agreement Warrants (see

June 2024 Lead Lender Fee Warrants (see note

June 2024 Facility Agreement Warrants (see note 7.E)

June 2024 Lead Lender Fee Warrants (see note 7.E)

2024 PIPE Warrants (see note 10.B)

following table summarizes the activity in outstanding warrants during the six-months period ended June 30, 2025:

2025 July Private Placement - pre-funded warrants (see note 10.C)

Until exercised in full

2025 July Private Placement – common warrants (see note 10.C)

following table summarizes the activity in outstanding warrants during the nine-months period ended September 30, 2025:

OF ACTIVITY IN OUTSTANDING WARRANTS

outstanding as of January 1, 2025

granted upon loans conversion

outstanding as of June 30, 2025

Warrants outstanding as of January 1, 2025

Warrants granted

Warrants Exercised

Warrants outstanding as of September 30, 2025

Class J Warrants

1 unchanged sentence

2023 Warrants (see note 7.D)

June 2024 Facility Agreement Warrants (see

June 2024 Lead Lender Fee Warrants (see note

First July 2024 Facility Warrants (see note

Second July 2024 Facility Warrants (see note

June 2024 Facility Agreement Warrants (see note 7.E)

June 2024 Lead Lender Fee Warrants (see note 7.E)

First July 2024 Facility Warrants (see note 7.F)

Second July 2024 Facility Warrants (see note 7.G)

2024 PIPE Warrants (see note 10.B)

2025 July Private Placement - pre-funded warrants (see note 10.C)

2025 July Private Placement – common warrants (see note 10.C)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

15 unchanged sentences

The 2023 Plan permits

the issuance of up to (i) 625,000

shares of Common Stock, plus (ii) an annual increase equal

to the lesser of (A) 5 %

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

and (B) such smaller amount

as determined by the Board, provided that no more than 625,000

shares of Common Stock may be issued upon the exercise of Incentive

Stock Options.

If any outstanding awards expire, are canceled or are forfeited, the underlying shares would be available for future grants

under the 2023 Plan (see note 13.E).

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

Share option plan (Cont.)

the issuance of up to (i) 625,000 shares of Common Stock, plus (ii) an annual increase equal to the lesser of (A) 5 % of the Company’s

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

and (B) such smaller amount as determined by the

Board, provided that no more than 625,000 shares of Common Stock may be issued upon the exercise of Incentive Stock Options.

If any outstanding

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

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

15 unchanged sentences

value of the shares of Common Stock at the time of exercise of an option or at the time of vesting of an RSU, as applicable.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

Share option plan (Cont.)

July 20, 2023, the Company granted 12,756 restricted share units (the “RSUs”) under the 2023 Plan to Gix Media’s CEO,

10 unchanged sentences

upon the vesting of the Second Tranche, the Company issued 6,378 shares of Common Stock to the Grantee.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

July 11, 2025, the Company’s board of directors approved an increase in the number of shares of common stock reserved for issuance

under the 2023 Plan by up to 2,713,613 shares.

FINANCIAL EXPENSES, NET

OF FINANCIAL EXPENSE, NET

the six months

the three months

For the nine months

ended September 30,

For the three months

ended September 30,

Financial expenses (income):

2 unchanged sentences

Loss from substantial debt terms modification (see note 7.D)

Change in the fair value of financial assets

at fair value through profit or loss (see note 8)

Change in the fair value of financial assets at fair value through profit or loss (see note 8)

Interest income on loans to Parent Company

Amortization of deferred debt issuance costs

expenses, net

Amortization of loan discounts

Financial expenses (income), net

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SEGMENT REPORTING

3 unchanged sentences

of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers.

The search segment activity is conducted by Gix Media.

content segment - the digital content segment is engaged in the creation and editing of content, in different languages, for different

1 unchanged sentence

by utilizing such content to obtain internet user traffic for its customers.

The digital content segment activity is conducted by Cortex.

Subsequent to the balance sheet date, in November,

2025, Gix Media sold all of its holdings in Cortex (see note 13.C).

segments’ results include items that directly serve and/or are used by the segment’s business activity and are directly allocated

8 unchanged sentences

The significant expense

categories comprising segments profit and loss regularly reviewed by the CODM for the periods ended June 30, 2025 and 2024 are set forth

in the tables below.

categories comprising segments profit and loss regularly reviewed by the CODM for the periods ended September 30, 2025 and 2024 are set

forth in the tables below.

substantial amount of non-current assets is derived from Israel and the substantial amount of revenues is derived from United States.

4 unchanged sentences

OF SEGMENTS REVENUES AND OPERATING RESULTS

the six months ended June 30, 2025

For the nine months ended September 30, 2025

and eliminations

Revenues from external customers

Traffic-acquisition and

related costs

Research and development

Inter segment revenues

Total revenues

Traffic-acquisition and related costs

Research and development expenses

Sales and marketing expenses

General and administrative

General and administrative expenses

Depreciation and amortization

Goodwill impairment

Impairment of intangible assets and goodwill

Other expenses, net

Segment operating income (loss)

Financial income (expenses),

Financial expenses, net

( 11,013 ) (*)

Segment income (loss), before income taxes

the six months ended June 30, 2024

For the nine months ended September 30, 2024

and eliminations

Revenues from external customers

Traffic-acquisition and

related costs

Research and development

Inter segment revenues

Total revenues

Traffic-acquisition and related costs

Research and development expenses

Sales and marketing expenses

General and administrative

General and administrative expenses

Depreciation and amortization

Goodwill Impairment

Other expenses (income),

Other expenses (income), net

Segment operating income (loss)

6 unchanged sentences

revenues and operating results (Cont.):

the three months ended June 30, 2025

For the three months ended September 30, 2025

and eliminations

Revenues from external customers

Traffic-acquisition and

related costs

Research and development

Inter segment revenues

Total revenues

Traffic-acquisition and related costs

Research and development expenses

Sales and marketing expenses

General and administrative

General and administrative expenses

Depreciation and amortization

Goodwill Impairment

Impairment of intangible assets and goodwill

Other expenses, net

Segment operating income (loss)

Financial income (expenses),

( 7,626 ) (*)

Financial expenses, net

Segment income (loss), before income taxes

the three months ended June 30, 2024

For the three months ended September 30, 2024

and eliminations

Revenues from external customers

Traffic-acquisition and

related costs

Research and development

Inter segment revenues

Total revenues

Traffic-acquisition and related costs

Research and development expenses

Sales and marketing expenses

General and administrative

General and administrative expenses

Depreciation and amortization

Goodwill Impairment

Other expenses (income),

Other expenses, net

Segment operating income (loss)

Financial expenses, net

( 2,673 ) (**)

Financial income (expenses), net

Segment income (loss), before income taxes

2 unchanged sentences

consist of financial expenses from substantial debt terms modification loss and interest expenses on bank loans in connection with

the Financing Agreement (see note 7.A, 7.B and 7.D).

the Financing Agreement (see notes 7.B, 7.D).

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

6 unchanged sentences

BETWEEN SEGMENTS OPERATING RESULTS

Depreciation and amortization expenses

not attributable to segments (***)

Revenues, research and development expenses,

sales and marketing expenses, general and administrative expenses and other expenses, net not attributable to the segments (****)

Goodwill Impairment

Depreciation and amortization expenses

not attributable to segments (***)

Research and development expenses, sales and

marketing expenses, general and administrative expenses and other expenses, net not attributable to the segments (****)

September 30, 2025

For the three

September 30, 2025

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

Revenues, research and development expenses, sales and marketing expenses, general and administrative expenses and other expenses, net not attributable to the segments (****)

Impairment of intangible assets and goodwill

September 30, 2024

For the three

September 30, 2024

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

Research and development expenses, sales and marketing expenses, general and administrative expenses and other expenses, net not attributable to the segments (****)

Goodwill Impairment

2 unchanged sentences

consist of financial expenses from substantial debt terms modification loss and interest expenses on bank loans in connection with

the Financing Agreement (see note 7.A, 7.B and 7.D).

the Financing Agreement (see notes 7.B, 7.D).

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

3 unchanged sentences

SUBSEQUENT EVENTS

July 16, 2025, the Court approved a settlement agreement entered into between Gix Media

and the Service Providers with respect to the debts owed by Gix Media to the Service

In connection with the settlement agreement, the Company agreed to provide a guarantee

for the debts owed by Gix Media to the Service Providers.

On July 22, 2025, pursuant to the

terms of the settlement agreement, Gix Media paid approximately $ 1.13 million to the Service

Providers as payment in full of the debts owed to the Service Providers.

As a result of such

payment in full by Gix Media to the Service Providers, the Petition was dismissed.

July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement

(the “July 2025 Repayment and Financing Agreement”), which further extended the

Deposit Date until October 1, 2025.

In connection with the July 2025 Repayment Financing

Agreement, Gix Media agreed to repay $ 2.4 million to Leumi by October 1, 2025.

in connection with the July 2025 Repayment Financing Agreement, as of October 1, 2025, Leumi will grant to Gix Media a loan in an amount equal to Gix Media’s then-current

outstanding principal portion of the loan plus interest, fees and expenses.

The loan shall

accrue interest at Leumi’s applicable rate as of October 1, 2025, will be repaid

on a monthly basis and shall have a term of 24 months.

In July 2025, Gix Media repaid a total

of $ 2.4 million to Leumi in accordance with the July 2025 Repayment and Financing Agreement.

July 2025, 13,130

warrants were exercised in connection with the Private Placement and 388,760

warrants were exercised in connection with the June 2024 Facility Agreement into a total of 401,890 shares of common stock.

Company received total proceeds of $ 402

upon exercise of the warrants.

July 11, 2025, the Company entered into a securities purchase agreement with certain accredited

investors pursuant to which the Company issued and sold in a private placement, (the “July

2025 Private Placement”) an aggregate of 848,763 shares of common stock, pre-funded

warrants to purchase up to 77,160 shares of common stock and common warrants to purchase

up to an aggregate of 925,923 shares of common stock, at an offering price of $ 4.86 per share

of common stock and associated common warrant and an offering price of $ 4.8599 per pre-funded

warrant and associated common warrant .

pre-funded warrants were immediately exercisable upon issuance at an exercise price of $ 0.0001 per share and will not expire until exercised

The common warrants were immediately exercisable upon issuance at an exercise price of $ 4.74 per share, subject to adjustment

as set forth therein, and will expire five and a half years from the issuance date.

The Company has evaluated subsequent events from September 30, 2025

through November 14, 2025, the date of issuance of these financial statements:

November 5, 2025, the

Company entered into a non-binding term sheet with Quantum X Labs Ltd.

(“Quantum”) and all of the shareholders of Quantum

(the “Quantum Shareholders”) with respect to a strategic transaction to acquire 100% of Quantum’s issued and outstanding

share capital on a fully diluted and post-closing basis.

On November 13, 2025, the Company entered into a new non-binding term sheet

(the “Term Sheet”) with Quantum and the Quantum Shareholders pursuant to which the Company will acquire 100% of Quantum’s

issued and outstanding share capital (the “Quantum Acquisition”) on a fully diluted and post-closing basis in exchange for

the issuance of 40% of the Company’s issued and outstanding capital stock, including the shares of the Company’s common stock,

to be issued by the Company pursuant to the Private Placement Offering (see note 13.B), on post-closing basis of the Quantum Acquisition

and the Private Placement Offering consisting of (i) shares of the Company’s common stock representing 19.99% of the Company’s

issued and outstanding capital stock (the “Exchange Shares”), including the Private Placement Shares (see note 13.B) issued

in the Private Placement Offering, and (ii) pre-funded warrants to purchase shares of the Company’s common stock representing 40.0%

less the Exchange Shares (the “Exchange Pre-Funded Warrants” and together with the Exchange Shares, the “Viewbix Exchange

Securities”).

In addition, pursuant to the Term Sheet, the Company

may issue additional shares of the Company’s common stock and/or pre-funded warrants to purchase shares of common stock (collectively,

the “Earn Out Securities”), which shall not represent in the aggregate more than 65% of the Company’s issued and outstanding

capital stock, including the Viewbix Exchange Securities and the Private Placement Shares issued in the Private Placement Offering, on

a post-closing basis, upon the achievement of certain milestones as follows:

(i) the issuance of a number of Earn-Out Securities equal

to 6% of the Company’s issued and outstanding capital stock on a post-closing basis if Quantum completes the first phase of developing

its prototype and either enters into a binding collaboration agreement with a recognized quantum hardware provider or files a patent with

a recognized patent authority within 18 months from the closing date of the Quantum Acquisition (the “Closing Date”), (ii)

the issuance of a number of Earn-Out Securities equal to an additional 8% of the Company’s issued and outstanding capital stock

on a post-closing basis if Quantum completes the second phase of developing its prototype and either completes a technical validation

report from a recognized design partner confirming successful beta performance or files an additional patent with a recognized patent

authority within 30 months of the Closing Date;

and (iii) the issuance of a number of Earn-Out Securities equal to an additional 11% of

the Company’s issued and outstanding capital stock on a post-closing basis if Quantum reaches beta testing of its platform with

partners and/or files an additional patent with a recognized patent authority within 36 months of the Closing Date.

The completion of the Quantum Acquisition and the issuance of Viewbix

Exchange Securities is subject to final due diligence, the execution of definitive agreements, regulatory approvals, the approval of the

Company’s stockholders in accordance with applicable rules or regulations of the Nasdaq Stock Market LLC and customary closing conditions.

November 5, 2025, the Company entered into a securities purchase agreement with certain accredited

investors pursuant to which the Company agreed to sell and issue in a private placement (the

“Private Placement Offering”) an aggregate of 800,000 shares of

common stock (the “Private Placement Shares”) or pre-funded warrants to purchase

shares of common stock (the “Pre-Funded Warrants”) in lieu of the Private Placement

Each Private Placement Share and Pre-Funded Warrant will be sold together with a

number of warrants equal to the aggregate number of Private Placement Shares and Pre-Funded

Warrants sold in the Private Placement Offering, or in total warrants to purchase

up to an aggregate of 800,000 shares of common stock (the “Common Warrants” and

together with the Pre-Funded Warrants, the “Warrants”, and the Warrants together

with the Private Placement Shares, the “Securities”), at a combined purchase

price of $ 3.75 per Private Placement Share and accompanying Common Warrant and $ 3.7499 per

Pre-Funded Warrant and accompanying Common Warrant.

Private Placement Offering and the issuance of the Securities is expected to close during December 2025, subject to

the satisfaction of customary closing conditions, receipt of the Stockholder Approval (as defined in note 13.A) and the execution

of definitive agreements related to the Quantum Acquisition (as defined in note 13.A).

Pre-Funded Warrants will be immediately exercisable upon issuance at an exercise price of $ 0.0001

per share and will not expire until exercised in full.

Common Warrants will be immediately exercisable upon issuance at an exercise price of $ 5.625

per share, subject to beneficial ownership limitations as defined

in the Private Placement Offering, and will expire five years from the issuance date.

The Common Warrants may be exercised on a cashless

basis if there is no effective registration statement registering the shares of shares of common stock underlying the common warrants.

connection with the July 2025 Private Placement, the Company also entered into a letter agreement with a placement agent on July 11,

2025, according to which the Company agrees to pay a cash placement fee equal to 7.0 % of the gross proceeds and $ 50 for reasonable legal

fees and disbursements.

July 2025 Private Placement closed on July 14, 2025.

The aggregate gross proceeds received by the Company on the closing date were $ 4.5

In connection with the closing of the July

2025 Private Placement and the related proceeds, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement were

In addition, the shareholders of Metagramm became entitled to partial earn-out payments on a pro rata basis pursuant to the

On July 11, 2025, the Company’s board of directors approved an increase in the number of shares of common stock reserved for issuance under the 2023 Plan by up to 2,713,613 shares.

On August 5, 2025, the

Company filed a shelf registration statement on Form S-3 (the “S-3”) with the Securities and Exchange Commission (the

“SEC”) for the registration under the Securities Act of 1933, as amended, of such indeterminate number of shares of

common stock, shares of preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, and

units in one or more offerings for an aggregate initial offering price of up to $ 200

As of the date of issuance of these financial statements, the S-3 has not been declared effective by the SEC.

basis if there is no effective registration statement registering the shares of common stock underlying the Common Warrants.

connection with the Private Placement Offering, the Company also entered into an advisory agreement with L.I.A.

Pure Capital Ltd.

“Advisor”) pursuant to which the Company agreed to pay a commission to the Advisor of (i) a cash fee of $ 150

and (ii) a warrant to purchase 40,000

shares of the Company’s common stock (the “Advisor

Payment of the commission is conditioned upon the closing of the Private Placement Offering.

The Advisor Warrant will

have the same terms as the Common Warrants issued in the Private Placement Offering.

In addition, in connection with the closing of the

Private Placement Offering, the Company will repay the outstanding loan balance including accrued interest, in the amount of $530 as

of November 5, 2025, owed to the Advisor pursuant to the June 2024 Facility Agreement (see note 7.E).

gross proceeds to the Company in respect of the Private Placement Offering are expected to be approximately $ 3.0

million, before deducting fees payable to the Advisor and other

offering expenses payable by the Company.

On November 9, 2025 (the “Closing Date”),

Gix Media, Cortex, and certain founders of Cortex entered into a share purchase agreement (the “Cortex Sale Agreement”) with

Pro Sportority (Israel) Ltd.

(the “Purchaser”), a subsidiary of Minute Media Inc.

(the “Parent”).

the Cortex Sale Agreement, the Purchaser acquired from Gix Media all of its holdings in Cortex, representing 80 % of Cortex’s issued

and outstanding share capital.

The aggregate consideration paid to Gix Media

was $ 800,000 , consisting of (i) $ 200,000 in cash, and (ii) $ 600,000 in the form of 5,161 newly issued Preferred J Shares of the Parent

(the “Parent Shares”), the most senior class of preferred shares of the Parent.

The Parent retains a call option to repurchase the Parent Shares from

Gix Media under certain conditions, including insolvency or a change of control of Gix Media.

In addition, Gix Media is subject to a two-year

non-compete and non-solicitation covenant following the Closing Date.

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

What changed 10-Q

Item 1. Financial Statements