What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-19 · 344 added, 275 removed, 188 unchanged (77% of the section changed)

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

statements as of June 30, 2025 and 2024, and the related statements of statement operation, statement of changes in shareholders’

statements as of September 30, 2025 and 2024, and the related statements of statement operation, statement of changes in shareholders’

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

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with our credit and debtholders;

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

future economic harm;

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

economic harm;

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

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

Company, through its subsidiaries, Gix Media Ltd.

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

(“Cortex”), expanded

its digital advertising operations across two main sectors:

ad search and digital content (the “Search Platform” and the

“Content Platform”, respectively).

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

that automate, optimize and monetize online campaigns.

Cortex also creates, edits and markets content in various languages to different

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

marketing and advertising platforms.

These technological tools enable advertisers and website owners to earn more from their advertising

campaigns and generate additional profits from their sites.

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

marketing and distributing software products to internet users.

Company, through its subsidiary, Gix Media Ltd.

(“Gix Media”), is focused on digital advertising operations for ad

search (the “Search Platform”).

Gix Media develops and markets a variety of technological software solutions that

automate, optimize and monetize online campaigns.

These technological tools enable advertisers and website owners to earn more from

their advertising campaigns and generate additional profits from their sites.

Through the Search Platform, the Company provides

services to leading search engines worldwide (“Search Engines”) by developing, marketing and distributing software

products to internet users.

The operations and activity on this platform are powered by Gix Media.

the Content Platform, the Company provides editing and marketing services of content in different languages and to different target audiences

with the goal of generating revenues from advertising employed in such content, which is posted on digital content marketing and advertising

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

As of September 30, 2025, in addition

to Gix Media’s Search Platform, the Company, through a previous majority-owned subsidiary of Gix Media, Cortex Media Group Ltd.

(“Cortex”), operated a digital content platform, which produced engaging content and marketing material in various languages

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

digital content, marketing and advertising platforms.

Following the Cortex Sale (as defined below), the Company only operates the Search

For additional information, see “Item 2.

Management’s Discussion and Analysis of Financial Condition and Results

of Operations—Recent Developments—Sale of Cortex” below.

In addition, the Company, through its subsidiary, Metagramm Software Ltd.

(“Metagramm”), is focused on artificial intelligence (AI) and natural language processing (NLP) communication-based solutions.

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

language processing technologies.

Metagramm’s main product, “Bubbl” is a writing tool designed to provide personalized

and customized text tailored to the user’s unique expression and can translate various languages into English.

Metagramm licenses

its products on a subscription basis to businesses and individual customers.

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

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These ads are displayed on the Search Engines’ result pages (SERP) that

are purchased by the Company from other Search Engines (such as Yahoo!

Bing / Microsoft Ads and Google).

are purchased by the Company from other Search Engines (such as Yahoo, Bing / Microsoft Ads and Google).

When such user clicks on these

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by Gix media (the Company buys ad space from Search Engines and sell them to other search ads while profiting from the price difference).

Content Platform produces engaging content and marketing material in various languages to various target audiences, in order to generate

revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms

(“Third Party Platforms”).

In order to advertise its content on Third Party Platforms, Cortex purchases ad spaces (media)

on the Third Party Platforms.

Cortex developed capabilities that enable it and its customers to profit from the original content which

it publishes by advertising the content on Third Party Platforms.

previously focused its Content Platform on publishing content written by creative writers and editors which it employs, which is then

displayed on several different content websites owned by Cortex, covering various subjects including culture, history, trips, pets, entertainment

and leisure, food, etc.

(the “Cortex Websites”).

Readers are exposed to the articles on the Third-Party Platforms and may

choose to read them by clicking an ad, after which readers are directed automatically to the Cortex Websites where the content is posted.

response to the MFA changes and in order to minimize the Cortex Adverse Effect (as defined below), Cortex expanded its revenue strategy

through the development of a new business model, which directs searches through content to Google’s search platform called “related

search for content” (“RSOC”), which is the current primary focus of its Content Platform.

The process of directing

the search to Google is enabled by Cortex’s algorithm and begins with the purchase of targeted advertisements (media) on Third

Party Platforms (such as Facebook, Outbrain, Taboola) with the aim of engaging users in specific categories (such as health, insurance,

After users click on the advertisements, they are directed to the additional content on the Cortex Websites related to those

advertisements, which include selected search terms.

Clicking on these terms leads to Google’s search results page.

turn, displays ads from its clients, who are various advertisers.

For searches directed by Cortex to Google, a payment is made by Google,

which constitutes part of the amount Google receives from the advertisers.

Cortex’s capabilities in digital content creation and

campaign management enable the direct cooperation with Google on the RSOC platform.

November 9, 2025, Gix Media, a wholly-owned subsidiary of the Company, Cortex, and certain founders of Cortex (the “Founders”) entered into a Share Purchase Agreement (the “Purchase

Agreement”) with Pro Sportority (Israel) Ltd.

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

(the “Parent”).

to the Purchase Agreement, the Purchaser agreed to acquire from Gix Media all of the issued and outstanding share capital of Cortex held

by Gix Media, constituting 80% of Cortex’s issued and outstanding share capital, and, together with similar agreements entered

into with the other shareholders of Cortex and the cancellation of all outstanding options, warrants, and other convertible securities

of the Cortex, will result in the Purchaser owning 100% of Cortex’s issued and outstanding share capital on a fully diluted basis

(the “Cortex Sale”).

The Cortex Sale was signed and closed on November 9, 2025 (the “Closing”).

Cortex became a wholly-owned subsidiary of the Purchaser.

aggregate consideration payable to Gix Media is $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 consideration is subject to customary tax withholding provisions and delivery mechanics as set forth in the Purchase Agreement.

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.

Media is subject to a two-year non-compete and non-solicitation covenant following the Closing.

Termsheet for Acquisition

On November 5, 2025, Viewbix Inc.

(the “Company”) announced that it entered into a non-binding term sheet with Quantum X Labs Ltd., an Israeli company (“Quantum”),

a cutting-edge quantum computing and AI company focusing on advancing technologies in quantum algorithmics and quantum physics, 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 would acquire (the “Quantum

Acquisition”) 100% of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis in exchange

for the issuance of 40.0% of the Company’s issued and outstanding capital stock, including the shares of the Company’s common

stock, par value $0.0001 per share (the “Common Stock”) to be issued by the Company pursuant to the securities purchase agreement,

dated November 5, 2025, between the Company and each purchaser identified on the signature pages thereto (the “Private Placement

Shares” and the “Private Placement Offering”), 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 issued in the Private Placement Offering, and (ii)

pre-funded warrants to purchase shares of Common Stock representing the balance of the 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 65.0% 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.

2025 Private Placement

November 5, 2025, the Company entered into a securities purchase agreement (the “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 Shares.

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 and the execution of definitive agreements related to the Quantum Acquisition.

The Private Placement Offering was made without an underwriter, placement agent, broker, or dealer.

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.

The Common Warrants will be immediately exercisable upon issuance at an exercise price of $5.625 per share, subject

to adjustment as set forth therein, 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 common stock underlying the Common Warrants.

of the Warrants will not have the right to exercise any portion of its Warrants if the holder (together with such holder’s affiliates,

and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial

ownership of shares of common stock would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially

own shares of common stock in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to

such exercise.

connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”)

with each investor.

Pursuant to the Registration Rights Agreement, the Company is required to file a resale registration statement (the

“Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the

Private Placement Shares and the shares of common stock issuable upon exercise of the Warrants within thirty (30) calendar days after

the Closing Date (the “Filing Date”), and to have such Registration Statement declared effective within sixty (60) calendar

days after the Filing Date in the event the Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the Filing

Date in the event the Registration Statement is reviewed by the SEC.

If, due to a shutdown or suspension of operations of the U.S.

government or the SEC, the Registration Statement cannot be declared effective, the Company shall not be deemed to be in breach of the

Registration Rights Agreement for failure to cause such Registration Statement to be declared effective during such period.

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

for transactions of this nature.

Company also entered into an advisory agreement (the “Advisory Agreement”) with L.I.A.

Pure Capital Ltd.

(“the Advisor”)

pursuant to which the Advisor agreed to provide advisory services in connection with the Private Placement Offering.

The Company agreed

to pay a commission to the Advisor of (i) a cash fee of $150,000 and (ii) a warrant to purchase 40,000 shares of 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 shall repay the outstanding loan amount owed to the Advisor pursuant to that certain Amended

and Restated Facility Agreement, dated July 22, 2024, by and between the Company and by and between such lenders set forth in Schedule

1 thereto, including the Advisor, which as of November 5, 2025, is approximately $529,510, which includes the principal portion and accrued

interest as of such date.

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.

If the Warrants are exercised in cash in full this would

result in an additional $4.5 million of gross proceeds.

2025 Private Placement

July 11, 2025, the Company entered into a securities purchase agreement (the “July 2025 Purchase Agreement”) with certain

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an additional $4.4 million of gross proceeds.

June 4, 2025, the Company issued a press release announcing that its shares of common stock, par value $0.0001 per share were approved

for listing on The Nasdaq Capital Market.

The Company’s shares of common stock began trading under the symbol “VBIX”

on the Nasdaq Capital Market on June 5, 2025.

The Company’s shares of common stock 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.

of Insolvency Petition Against Gix Media

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of a line of credit in the total amount of up to $3.5 million and a long-term loan totaling $6 million, which Gix Media used to finance

the acquisition of Cortex Acquisition on October 13, 2021 (the “Financing Agreement”), which was effective as of January

29, 2025, pursuant to which, inter alia:

the acquisition of Cortex on October 13, 2021 (the “Cortex Acquisition” and “Financing Agreement”), which was

effective as of January 29, 2025, pursuant to which, inter alia:

(i) the existing credit facility to Gix Media was extended to March

(ii) the repayment

schedule of all outstanding obligations under the long term bank loans of Gix Media under the Financing Agreement, was deferred until

the actual deposit by the Company in Gix Media’s account of an investment account equal to the amounts of the deferred long term

bank loans owned by Gix Media (the “Investment Amount”), which in any event shall be no later than March 31, 2025 (the “Deposit

(iii) upon such deposit date, all deferred payments shall 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 long term bank loan.

On March 30, 2025, Gix Media and Leumi entered into a sixth additional addendum to the Financing Agreement,

which extended the Deposit Date until May 20, 2025.

On 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

In connection with the July 2025 Repayment Financing Agreement, Gix Media agreed to repay $2.4 million to Leumi by October 1,

In addition, in connection with the July 2025 Repayment Financing Agreement, as of October 1, 2025, Bank Leumi shall 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 Bank Leumi’s applicable rate as of October 1, 2025, shall be repaid on a monthly basis and shall

have a term of 24 months.

During July 2025, Gix Media repaid a total of $2.4 million to Bank Leumi in accordance with the July 2025 Repayment

and Financing Agreement.

Exchange Agreement

March 24, 2025, the Company entered into a securities exchange agreement (the “Metagramm Agreement”) with Metagramm Software

Ltd., an Israeli company (“Metagramm”), and all of the shareholders of Metagramm (the “Metagramm Shareholders”),

pursuant to which the Company issued to the Metagramm Shareholders an aggregate of 19.99% of its issued and outstanding capital stock

on a post-closing, pro rata basis, equal to 1,323,000 shares of the Company’s common stock, in exchange for 100% of Metagramm’s

issued and outstanding share capital, equal to 718,520 ordinary shares of Metagramm (the “Metagramm Acquisition”).

The Metagramm

Acquisition was completed on March 24, 2025, resulting in Metagramm becoming a wholly-owned subsidiary of the Company.

Company also agreed to pay the Metagramm Shareholders cash earn-out payments of up to $2.0 million in the aggregate on a pro rata

basis, contingent upon the achievement of certain financing and revenue milestones during the three-year period following the

closing date of the Metagramm Acquisition.

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

processing technologies.

Metagramm’s main product, “Bubbl” is a writing tool designed to provide personalized and customized

text tailored to the user’s unique expression and can translate various languages into English.

Metagramm licenses its products

on a subscription basis to businesses and individual customers.

to Certificate of Incorporation

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

Stock Split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).

The Amendment became effective

upon filing, and the Reverse Stock Split became effective at market open on March 14, 2025, following the process and announcement by

As a result, the Reverse Stock Split, every four (4) outstanding shares of the Company’s Common Stock were converted into

one (1) share of the Company’s Common Stock.

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

of authorized shares of Common Stock, which is 490,000,000 shares of Common Stock.

Consequently, the number of shares of the Company’s

Common Stock that may be purchased upon the exercise of outstanding warrants, options, or other securities convertible into, or exercisable

or exchangeable for, shares of our Common Stock, and the exercise or conversion prices for these securities, have been ratably adjusted

in accordance with their terms.

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

Report, are presented after giving effect to the Reverse Stock Split.

(ii) the repayment schedule of all outstanding obligations under the long term bank loans of Gix Media under the Financing

Agreement, was deferred until the actual deposit by the Company in Gix Media’s account of an investment account equal to the amounts

of the deferred long term bank loans owned by Gix Media (the “Investment Amount”), which in any event shall be no later than

March 31, 2025 (the “Deposit Date”);

(iii) upon such deposit date, all deferred payments shall 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 long term bank loan.

On March 30, 2025, Gix Media and Leumi entered into a sixth additional

addendum to the Financing Agreement, which extended the Deposit Date until May 20, 2025.

On 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 addition, in connection with the July 2025 Repayment Financing Agreement, as of October

1, 2025, Bank Leumi shall 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 Bank Leumi’s applicable rate as of October 1, 2025,

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

During July 2025, Gix Media repaid a total of $2.4 million to

Bank Leumi in accordance with the July 2025 Repayment and Financing Agreement.

Adverse Effect

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

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

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

materially affected Cortex’s business and operations.

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

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

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

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

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

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

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

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

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

November 9, 2025, Gix Media completed the Cortex Sale, which resulted in Cortex ceasing to be a consolidated indirect subsidiary of the

Company and a direct, majority-owned subsidiary of Gix Media.

For additional information, see “Item 2.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations—Recent Developments—Sale of Cortex” above.

to the Cortex Sale, in April 2024, the Company was informed by Cortex, that certain recent developments relating to publishers that are

categorized by a number of programmatic advertisers as “Made for Advertising” (“MFA”) sites, including decisions

made by leading media programmatic advertisers to prioritize different media categories and implement publishing restrictions in connection

with MFA, have materially affected Cortex’s business and operations.

In connection with the foregoing, a significant customer of

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

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

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

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of Operations

of Operations During the Three Months Ended June 30, 2025 as Compared to the Three Months Ended June 30, 2024

revenues were $2,281 thousand for the three months ended June 30, 2025, compared to $7,333 thousand during the same period in the prior

revenues from Cortex’s Content Platform were $1,911 thousand for the three months ended June 30, 2025, a decrease of $4,307 as

compared to $6,218 thousand during the same period in the prior year.

The reasons for the decrease during the three months ended June

of Operations During the Three Months Ended September 30, 2025 as Compared to the Three Months Ended September 30, 2024

revenues were $2,717 thousand for the three months ended September 30, 2025, compared to $6,281 thousand during the same period in the

revenues from Cortex’s content platform were $2,371 thousand for the three months ended September 30, 2025, a decrease of $3,121

as compared to $5,492 thousand during the same period in the prior year.

The reasons for the decrease during the three months ended September

30, 2025 are due to the Cortex Adverse Effect.

revenues from Gix Media’s Search Platform were $354 thousand for the three months ended June 30, 2025, a decrease of $761 as compared

revenues from Gix Media’s Search Platform were $342 thousand for the three months ended September 30, 2025, a decrease of $447

as compared to $789 thousand during the same period in the prior year.

The reasons for the decrease during the three months ended September

30, 2025, is due to a decrease in the amount of search referrals conducted by users, provided by Gix Media to Search Engines, caused

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

traffic-acquisition and related costs were $2,133 thousand for the three months ended September 30, 2025, a decrease of $3,012 compared

to $5,145 thousand during the same period in the prior year.

The reasons for the decrease during the three months ended June 30, 2025,

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

by changes and updates to internet browsers’ technology, which have caused a decrease in revenues from the direct model, and (2)

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

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

traffic-acquisition and related costs were $1,880 thousand for the three months ended June 30, 2025, a decrease of $3,974 compared to

$5,854 thousand during the same period in the prior year.

The reason for the decrease in the three months ended June 30, 2025, is due

to the decrease in revenues from both the Content and Search Platforms during the three months ended June 30, 2025 as mentioned above.

research and development expenses were $125 thousand for the three months ended June 30, 2025, as compared to $532 thousand during the

same period in the prior year.

The reason for the decrease in the three months ended June 30, 2025, is due to the expense reduction in

both the Content and Search Platforms during the three months ended June 30, 2025, as compared to the same period in the prior year.

selling and marketing expenses decreased to $190 thousand for the three months ended June 30, 2025, as compared to $453 thousand during

the same period in the prior year.

The reason for the decrease in the three months ended June 30, 2025, is due to the expense reduction

primarily in salaries in both the Content and Search Platforms during the three months ended June 30, 2025, as compared to the same period in the prior

general and administrative expenses were $576 thousand for the three months ended June 30, 2025, as compared to $646 thousand during

The reason for the decrease in the three months ended September 30, 2025,

is due to the decrease in revenues from both the Content and Search Platforms during the three months ended September 30, 2025 as mentioned

research and development expenses were $115 thousand for the three months ended September 30, 2025, as compared to $338 thousand during

the same period in the prior year.

The reason for the decrease in the three months ended June 30, 2025, is due to the expense

reduction primarily in salaries and professional services in both the Content and Search Platforms during the three months ended June 30, 2025, as compared to the same

period in the prior year.

depreciation and amortization expenses for the three months ended June 30, 2025, were $781 thousand as compared to $821 thousand during

The reason for the decrease in the three months ended September 30, 2025, is due to the expense reduction

in both the Content and Search Platforms during the three months ended September 30, 2025, as compared to the same period in the prior

selling and marketing expenses decreased to $173 thousand for the three months ended September 30, 2025, as compared to $329 thousand

during the same period in the prior year.

The reason for the decrease in the three months ended September 30, 2025, is due to the expense

reduction primarily in salaries in both the Content and Search Platforms during the three months ended September 30, 2025, as compared

to the same period in the prior year.

general and administrative expenses were $619 thousand for the three months ended September 30, 2025, as compared to $435 thousand during

the same period in the prior year.

goodwill impairment loss of $3,150 thousand was recorded during the three months ended June 30, 2025, compared to $4,739 during the three

months ended June 30, 2024.

Both goodwill impairment losses recognized during the three months ended June 30, 2025

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

June 30, 2025).

Our other expenses for the three months ended June 30, 2025, were $500

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

The other expenses during the three months

ended June 30, 2025, were primarily related to the uplisting of our shares of common stock to the Nasdaq Capital Market, which was effected

in June 2025 (the “Uplist”), whereas the other income during the three mounts ended June 30, 2024, mainly attributable to

governmental grants received by Gix Media and Cortex from the Israel Tax Authority in connection with the “Iron Swords” war.

Our net financial expenses were $7,622 thousand for the three months ended

June 30, 2025, compared to $2,744 thousand net financial expenses during the same period in the prior year.

The reason for the increase

during the three months ended June 30, 2025, is mainly attributable to financing expenses related to financial instruments arising from

facility agreements entered into during June and July 2024, which are measured at fair value (see also note 8 to our interim condensed

consolidated financial statements ended June 30, 2025).

Our income tax benefit was $125 thousand for the three months ended June

The reason for the increase in the three months ended September 30, 2025, is due to increase in our

professional services expenses incurred by us following the uplisting of our shares of common stock to the Nasdaq Capital Market, which

was effected in June 2025 (the “Uplist”), as compared to the same period in the prior year.

depreciation and amortization expenses for the three months ended September 30, 2025, were $791 thousand as compared to $727 thousand

during the same period in the prior year.

intangible assets and goodwill impairment loss of $2,375 thousand was recorded during the three months ended September 30, 2025,

compared to $0 during the three months ended September 30, 2024.

Intangible assets and goodwill impairment losses recognized during

the three months ended September 30, 2025, were related to Cortex’s content platform (see also note 5.B to our interim

condensed consolidated financial statements ended September 30, 2025).

other expenses for the three months ended September 30, 2025, were $144 thousand, compared to $213 thousand during the three

months ended September 30, 2024.

Other expenses for the three months ended September 30, 2025 were primarily

related to costs incurred in connection with the registration for the resale of the Company’s common stock while other expenses

for the three months ended September 30, 2024, were primarily related to costs incurred in connection with the Uplist.

net financial expenses were $668 thousand for the three months ended September 30, 2025, compared to $152 thousand net financial income

during the same period in the prior year.

The reason for the increase during the three months ended September 30, 2025, is mainly attributable

to financing expenses related to facility agreements entered into during July 2024, as compared to financial income during the three

months ended September 30, 2024, related to financial instruments arising from the facility agreements which are measured at fair value

(see also note 8 to our interim condensed consolidated financial statements ended September 30, 2025).

income tax benefit was $348 thousand for the three months ended September 30, 2025, as compared to $59 thousand during the same period

in the prior year.

The reason for the increase during the three months ended September 30, 2025, was primarily attributable to an

income tax benefit recognized in connection with the impairment of intangible assets related to the content platform.

of Operations During the Nine Months Ended September 30, 2025 as Compared to the Nine Months Ended September 30, 2024

revenues were $7,731 thousand for the nine months ended September 30, 2025, compared to $23,616 thousand during the same period in the

revenues from Cortex’s content platform were $6,486 thousand for the nine months ended September 30, 2025, a decrease of $12,754

as compared to $19,240 thousand during the same period in the prior year.

of Operations During the Six Months Ended June 30, 2025 as Compared to the Six Months Ended June 30, 2024

revenues were $5,014 thousand for the six months ended June 30, 2025, compared to $17,335 thousand during the same period in the prior

revenues from Cortex’s Content Platform were $4,115 thousand for the six months ended June 30, 2025, a decrease of $9,633 as compared

to $13,748 thousand during the same period in the prior year.

The reasons for the decrease during the three months ended June 30, 2025

The reasons for the decrease during the nine months ended September

30, 2025 are due to the Cortex Adverse Effect.

revenues from Gix Media’s Search Platform were $883 thousand for the six months ended June 30, 2025, a decrease of $2,704 thousand

as compared to $3,587 thousand during the same period in the prior year.

The reasons for the decrease during the Six months ended June

30, 2025, is due to:

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

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

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

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

traffic-acquisition and related costs were $4,203 thousand for the six months ended June 30, 2025, a decrease of $9,866 compared to $14,069

thousand during the same period in the prior year.

The reason for the decrease in the six months ended June 30, 2025, is due to the decrease

in revenues from both the Content and Search Platforms during the six months ended June 30, 2025, as mentioned above.

Our research and development expenses were $272 thousand for the six months

ended June 30, 2025, compared to $1,262 thousand during the same period in the prior year.

The reason for the decrease in the six months

ended June 30, 2025, is due to the expense reduction in both the Content and Search Platforms, primarily in salaries and technological

selling and marketing expenses were $406 thousand for the six months ended June 30, 2025, which is a decrease of $705 thousand as compared

revenues from Gix Media’s Search Platform were $1,225 thousand for the nine months ended September 30, 2025, a decrease of $3,151

thousand as compared to $4,376 thousand during the same period in the prior year.

The reasons for the decrease during the nine months

ended September 30, 2025, is due to:

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

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

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

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

traffic-acquisition and related costs were $6,336 thousand for the nine months ended September 30, 2025, a decrease of $12,878 compared

to $19,214 thousand during the same period in the prior year.

The reason for the decrease in the six months ended June 30, 2025, is due

to the expense reduction primarily in salaries both the Content and Search Platforms during the six months ended June 30, 2025, as compared to the

same period in the prior year.

Our general and administrative expenses were $829 thousand for the six

months ended June 30, 2025, as compared to $1,302 thousand during the same period in the prior year.

The reason for the decrease in the

six months ended June 30, 2025, is due to the expense reduction primarily in salaries and professional services in both the Content and

Search Platforms during the six months ended June 30, 2025, as compared to the same period in the prior year.

Our depreciation and amortization expenses for the six months ended June

30, 2025, were $1,500 thousand as compared to $1,555 thousand during the same period in the prior year.

A goodwill impairment loss of $3,150 thousand was recorded during the six

months ended June 30, 2025, compared to $4,739 during the six months ended June 30, 2024.

Both goodwill impairment losses recognized during

the six months ended June 30, 2025, and June 30, 2024 were related to the Content Platform (see also note 5.B to our interim condensed

consolidated financial statements ended June 30, 2025).

Our other expenses were $544 thousand for the six months ended June 30,

2025, compared to $213 thousand other income during the six months ended June 30, 2024.

The other expenses during the six months ended

June 30, 2025, were primarily related to the Uplist, whereas the other income during the six months ended June 30, 2024, mainly attributable

to governmental grants received by Gix Media and Cortex from the Israel Tax Authority in connection with the “Iron Swords”

Our net financial expenses were $10,525 thousand for the six months ended

June 30, 2025, compared to $2,907 thousand during the same period in the prior year.

The reason for the increase during the six months

ended June 30, 2025 is mainly attributable to financing expenses related to financial instruments arising from facility agreements entered

into during June and July 2024, which are measured at fair value (see also note 8 to our interim condensed consolidated financial statements

ended June 30, 2025).

Our income tax benefit was $153 thousand for the six months ended June

30, 2025, as compared to $23 thousand during the same period in the prior year.

The reason for the decrease in the nine months ended September 30, 2025,

is due to the decrease in revenues from both the Content and Search Platforms during the nine months ended September 30, 2025, as mentioned

research and development expenses were $387 thousand for the nine months ended September 30, 2025, compared to $1,600 thousand during

the same period in the prior year.

The reason for the decrease in the nine months ended September 30, 2025, is due to the expense reduction

in both the Content and Search Platforms, primarily in salaries and technological services.

selling and marketing expenses were $579 thousand for the nine months ended September 30, 2025, as compared to $1,440 thousand during

the same period in the prior year.

The reason for the decrease in the nine months ended September 30, 2025, is due to the expense reduction

primarily in salaries both the Content and Search Platforms during the nine months ended September 30, 2025, as compared to the same

period in the prior year.

general and administrative expenses were $1,448 thousand for the nine months ended September 30, 2025, as compared to $1,737 thousand

during the same period in the prior year.

The reason for the decrease in the nine months ended September 30, 2025, is due to the expense

reduction primarily in salaries in both the Content and Search Platforms during the nine months ended September 30, 2025, and professional

services during the period before the Uplist as compared to the same period in the prior year.

depreciation and amortization expenses for the nine months ended September 30, 2025, were $2,291 thousand as compared to $2,282 thousand

during the same period in the prior year.

intangible assets and goodwill impairment loss of $5,525 thousand was recorded during the nine months ended September 30, 2025, compared

to $4,739 during the nine months ended September 30, 2024.

Both intangible assets and goodwill impairment losses recognized during the

nine months ended September 30, 2025, and September 30, 2024 were related to Cortex’s content platform (see also note 5.B to our

interim condensed consolidated financial statements ended September 30, 2025).

other expenses were $688 thousand for the nine months ended September 30, 2025, compared to $0 thousand other expenses during the nine

months ended September 30, 2024.

Other expenses for the nine months ended September 30, 2025, were primarily

related to costs incurred in connection with the Uplist and registration for the resale of the Company’s common stock.

Other expenses

for the nine months ended September 30, 2024, were primarily related to costs incurred in connection with the Uplist which were offset

by other income attributable to governmental grants received by Gix Media and Cortex from the Israel Tax Authority in connection with

the war in Israel.

net financial expenses were $11,193 thousand for the nine months ended September 30, 2025, compared to $2,755 thousand during the same

period in the prior year.

The reason for the increase during the nine months ended September 30, 2025 is mainly attributable to financing

expenses related to financial instruments arising from facility agreements entered into during June and July 2024, which are measured

at fair value (see also note 8 to our interim condensed consolidated financial statements ended September 30, 2025).

Our income tax benefit was

$501 thousand for the nine months ended September 30, 2025, as compared to $82 thousand during the same period in the prior year.

reason for the increase during the nine months ended September 30, 2025, was primarily attributable to an income tax benefit recognized

in connection with the impairment of intangible assets related to the content platform.

and Capital Resources

of June 30, 2025, we had current assets of $4,143 thousand, consisting of $1,988 thousand in cash and cash equivalents, $173 thousand

of September 30, 2025, we had current assets of $4,103 thousand, consisting of $2,165 thousand in cash and cash equivalents, $206 thousand

restricted deposits, $1,327 thousand in accounts receivable and $405 thousand in other current assets.

of June 30, 2025, we had non-current assets of $15,957 thousand, consisting of $38 thousand in deferred taxes, $108 thousand in property

of September 30, 2025, we had non-current assets of $12,781 thousand, consisting of $28 thousand in deferred taxes, $81 thousand in property

and equipment net, $6,464 thousand in intangible assets net and $6,208 thousand in goodwill.

of June 30, 2025, 2025, we had $12,657 thousand in current liabilities consisting of $5,531 thousand in accounts payable, $874 thousand

of September 30, 2025, we had $8,552 thousand in current liabilities consisting of $4,736 thousand in accounts payable, $845 thousand

in other payables and $2,104 thousand in short term loans and current maturities of long-term loans, and $867 thousand in short-term

convertible loans.

of June 30, 2025, we had $2,117 thousand in non-current liabilities consisting of $1,107 thousand in deferred taxes and $1,010 thousand

in earn-out liability which arose from the Metagramm Acquisition.

of September 30, 2025, we had $2,534 thousand in non-current liabilities consisting of $743 thousand in deferred taxes, $781 thousand

in long term loans and $1,010 thousand in earn-out liability which arose from the Metagramm Acquisition.

of December 31, 2024, we had current assets of $7,752 thousand consisting of $624 thousand in cash and cash equivalents, $58 thousand

8 unchanged sentences

in deferred taxes.

had a negative working capital of $8,514 thousand and $5,177 thousand as of June 30, 2025, and December

31, 2024, respectively.

the three months ended June 30, 2025, we had a negative cash flow from operating activities of $427 thousand as compared to a positive

cash flow from operations of $1,349 thousand during the same period in the prior year.

The decrease in the three months ended June 30,

2025 is mainly due to an increase in the Company’s operating loss and decrease in changes in operating asset and liability items.

the six months ended June 30, 2025, we had a negative cash flow from operating activities of $836 thousand as compared to a positive

had a negative working capital of $4,449 thousand and $5,177 thousand as of September 30, 2025, and December 31, 2024, respectively.

the three months ended September 30, 2025, we had a negative cash flow from operating activities of $1,715 thousand as compared to a

positive cash flow from operations of $534 thousand during the same period in the prior year.

The decrease in the three months ended

September 30, 2025 is mainly due to an increase in the Company’s operating loss and decrease in changes in operating asset and

liability items, which was mainly caused as a result of repayment of debts to suppliers and service providers.

the nine months ended September 30, 2025, we had a negative cash flow from operating activities of $2,551 thousand as compared to a positive

cash flow from operations of $1,990 thousand during the same period in the prior year.

The decrease in the six months ended June 30,

2025 is mainly due to an increase in the Company’s operating loss and decrease in changes in operating asset and liability items.

the three months ended June 30, 2025 and June 30, 2024, we had $0 in cash flow from investment activities in each of the periods.

the six months ended June 30, 2025, we had a positive cash flow from investment activities of $12 thousand which arose from

Metagramm Acquisition, as compared to $0 during the same period in the prior year.

During the three months ended

June 30, 2025, we had $2,348 thousand positive cash flow from financing activities as compared to $2,068 thousand negative cash flow from

financing activities during the same period in the prior year.

The increase in the three months ended June 30, 2025, was primarily attributable

to proceeds of $1,820 thousand from the exercise of warrants in connection with facility agreements and a private placement, $630 thousand

from short-term convertible loans received under facility agreements and lower net repayments of bank loans, which totaled $92 thousand

compared to $2,638 thousand in the same period of the prior year.

During the six months ended June

30, 2025, we had $2,303 thousand positive cash flow from financing activities as compared to $2,728 thousand negative cash flow from financing

activities during the same period in the prior year.

The increase in the six months ended June 30, 2025, was primarily attributable to

proceeds of $1,820 thousand from the exercise of warrants in connection with facility agreements and a private placement, $630 thousand

from short-term convertible loans received under facility agreements, lower net repayments of bank loans, which totaled $143 thousand

compared to $3,281 thousand in the same period of the prior year.

The decrease in the nine months ended September

30, 2025 is mainly due to an increase in the Company’s operating loss and decrease in changes in operating asset and liability

items, which was mainly caused as a result of repayment of debts to suppliers and service providers.

the three months ended September 30, 2025 and September 30, 2024, we had $0 in cash flow used in investment activities.

the nine months ended September 30, 2025, we had a positive cash flow from investment activities of $12 thousand which arose from Metagramm

Acquisition, as compared to $0 during the same period in the prior year.

the three months ended September 30, 2025, we had $1,925 thousand positive cash flow from financing activities as compared to $262

thousand positive cash flow from financing activities during the same period in the prior year.

The increase in the three months

ended September 30, 2025, was primarily attributable to proceeds of $402 thousand from the exercise of warrants in connection with

facility agreements and a private placement, $4,023 thousand received under the July 2025 Purchase Agreement offset by higher net

repayments of bank loans and convertible loans, which totaled $2,500 thousand compared to $319 thousand net received of bank loans in the same period of

the prior year.

the nine months ended September 30, 2025, we had $4,228 thousand positive cash flow from financing activities as compared to $2,466

thousand negative cash flow from financing activities during the same period in the prior year.

The increase in the nine months

ended September 30, 2025, was primarily attributable to proceeds of $2,222 thousand from the exercise of warrants in connection with

facility agreements and a private placement, $4,023 thousand received under the July 2025 Purchase Agreement and lower net

repayments of bank loans and convertible loans, which totaled $2,013 thousand compared to $2,612 thousand in the same period of the prior

are no limitations in the Company’s Amended and Restated Certificate of Incorporation on the Company’s ability to borrow

8 unchanged sentences

holdings in Cortex.

of June 30, 2025, the Company has also provided several liens under Financing Agreement with Leumi in connection with the Cortex Acquisition,

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

(2) a subordination

letter on behalf of the Company to Leumi;

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

and (4) a Deposit Account

Control Agreement over the Company’s bank accounts.

of September 30, 2025, the Company has also provided several liens under Financing Agreement with Leumi in connection with the Cortex

Acquisition in October 2021, as follows:

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

unlimited in amount;

(2) a subordination letter on behalf of the Company to Leumi;

(3) a first ranking asset charge over all of the assets

of the Company;

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

Subsequent to September 30, 2025,

in connection with the Cortex Sale in November 2025, the Company provided Leumi a lien on the Parent Shares received by Gix Media and

Leumi no longer had a lien on the shares of Cortex sold by Gix Media to the Purchaser.

to the Financing Agreement, Gix Media undertook to meet financial covenants over the life of the loans, including positive EBITDA.

of June 30, 2025, Gix Media is in compliance with the financial covenants in connection with the Financing Agreement.

Company experienced a decrease in its revenues from the Content and Search Platforms, as a result of the Cortex Adverse effect, a decrease

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

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

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

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

As a result of the foregoing, the Company’s

operations were adversely affected.

of September 30, 2025, Gix Media is in compliance with the financial covenants in connection with the Financing Agreement.

Company experienced a decrease in its revenues from the Search Platforms and Cortex’s digital content platform as a result of

the Cortex Adverse Effect, a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in

advertising budget, changes and updates to internet browsers’ technology, which adversely impacted the Company’s ability

to acquire traffic in the Search Segment and a decrease in revenues from routing of traffic acquired from third-party strategic

partners in the Search Segment, as a result of lack of availability of suppliers credit from such third party strategic partners.

a result of the foregoing, the Company’s operations were adversely affected.

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

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

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

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

overheads, as well as creation of new partnerships and other new income sources.

In addition, the company entered into the facility

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

Additionally, following the consummation of the Uplist, the

Company received additional funds from the exercise of warrants and the receipt of additional loans in connection with a private

placement and facility agreements.

Furthermore, 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.

However, there is significant uncertainty as to whether the Company will be able to secure additional funds when needed.

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

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

as creation of new partnerships and other new income sources.

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

placement, through which it has raised capital.

Additionally, following the consummation of the Uplist, the Company received additional

funds from the exercise of warrants and the receipt of additional loans in connection with a private placement and facility agreements.

Furthermore, 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.

In addition, on November 5, 2025, the Company entered into a private placement transaction,

subject to the satisfaction of customary closing conditions, receipt of the Stockholder Approval and the execution of definitive agreements

related to the Quantum Acquisition.

Aggregate gross proceeds to the Company in respect of the November 2025 private placement transaction are

expected to be approximately $3.0 million, before deducting fees payable to the Advisor and other offering expenses payable by the Company.

For additional information, see “Item 2.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations—Recent Developments—November 2025 Private Placement” above.

However, there is significant

uncertainty as to whether the Company will be able to secure additional funds when needed.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1 unchanged sentence

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What changed 10-Q

Item 2. Management’s Discussion and Analysis