What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-14 · 683 added, 892 removed, 542 unchanged (74% of the section changed)

FINANCIAL STATEMENTS

(formerly known as Viewbix Inc.)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Interim Condensed Consolidated Balance Sheets (unaudited)

Interim Condensed Consolidated Statements of Operations (unaudited)

Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

Interim Condensed Consolidated Statements of Cash Flows (unaudited)

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

Condensed Consolidated Balance Sheets (unaudited)

Condensed Consolidated Statements of Operations (unaudited)

Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

Condensed Consolidated Statements of Cash Flows (unaudited)

to the Interim Condensed Consolidated Financial Statements (unaudited)

(formerly known as Viewbix Inc.)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

dollars in thousands (except share data)

September 30, 2025

December 31, 2024

CURRENT ASSETS

2 unchanged sentences

Accounts receivable

Loan to parent company

Related parties

Other current assets

Total current assets

current assets

NON-CURRENT ASSETS

1 unchanged sentence

Property and equipment, net

Financial assets measured at cost method

Intangible assets, net

Total non-current assets

non-current assets

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

(formerly known as Viewbix Inc.)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.)

dollars in thousands (except share data)

September 30, 2025

December 31, 2024

LIABILITIES AND SHAREHOLDERS’ EQUITY

AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable

Government authorities

Earn-out payable

Short-term loans

Current maturities of long-term loans

Embedded derivatives

Short-term convertible loans

Related parties

Other payables

Total current liabilities

current liabilities

NON-CURRENT LIABILITIES

2 unchanged sentences

Earn-out liability

Total non-current liabilities

non-current liabilities

Commitments and Contingencies

3 unchanged sentences

Issued and outstanding:

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

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

13,336,392 and 10,670,392 shares as of March 31, 2026, and December 31, 2025, respectively.

Additional paid-in capital

Accumulated deficit

Equity attributed to shareholders of Viewbix Inc.

Equity attributed to shareholders of Quantum

Non-controlling interests

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.E).

liabilities and shareholders’ equity

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

(formerly known as Viewbix Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

dollars in thousands (except share data)

For the nine months ended

September 30,

For the three months ended

September 30,

the three months ended March 31,

Costs and Expenses:

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Depreciation and amortization

Impairment of intangible assets and goodwill

Other expenses (income), net

Other expenses, net

Operating loss

Financial expenses (income), net

Loss before income taxes

Income tax benefit

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

4,203,077 (*)

Financial expense, net

Loss from continuing operations,

Income tax expense (benefit)

Net loss from continuing

loss from discontinued operations

net loss attributable

to non-controlling interests

loss attributable to shareholders of Quantum X Labs Inc.

Net loss from continuing

operations attributable to:

Shareholders of Quantum X Labs Inc.

Non-controlling interests

Net loss from continuing operations

Net loss from discontinued

operations attributable to:

Shareholders of Quantum X Labs Inc.

Non-controlling interests

Net loss from discontinued operations

Net loss per share from continuing operations

– Basic and diluted attributed to shareholders:

Net loss per share from discontinued operations

– Basic and diluted attributed to shareholders:

Total net loss per share

– Basic and diluted attributed to shareholders:

Weighted average number of shares –

Basic and diluted (*):

5,414,548 (*)

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).

and per share data in these financial statements for periods preceding the Reverse Stock Split have been retrospectively adjusted

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.F).

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

(formerly known as Viewbix Inc.)

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

dollars in thousands (except share data)

Common stock (*)

to the company’s

the company’s

Balance as of January 1, 2026

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 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.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

Issuance of shares and warrants in connection

with a private placement (see note 10.D)

Issuance of shares in

connection with acquisition of a subsidiary (see note 6.C)

Balance as of March

the company’s

Balance as of January 1, 2025

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

Shares issued in connection with the Reverse

Stock Split (see note 10.F)

Issuance of shares in connection with acquisition

of a subsidiary (see note 6.B)

Share-based compensation

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.E).

Balance as of March

an amount less than $1.

and per share data in these financial statements for periods preceding the Reverse Stock Split have been retrospectively adjusted

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.F).

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

(formerly known as Viewbix Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

dollars in thousands (except share data)

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

the three months ended March 31,

flows from Operating Activities of Continuing Operations

net loss from discontinued operations

Net loss from continuing operations

Adjustments to reconcile

net loss from continuing operations to net cash provided by operating activities:

Depreciation and amortizations

Share-based compensation

3 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.

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)

Loss on sale and disposal of property and equipment

Loss from termination of lease agreement

Changes in assets and liabilities items:

Change in the fair value of financial liabilities

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

Amortization of deferred debt issuance costs

(see notes 7.D, 7.E, 7.F)

Changes in assets and liabilities

Decrease (increase) in accounts receivable

Decrease in other current assets

Increase (decrease) in accounts payable

Decrease (increase) in other payables

Net cash provided by (used in) operating activities

Increase in other current assets

Decrease in accounts payable

Increase in other payables

cash provided by (used in) operating activities from continuing operations

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

(formerly known as Viewbix Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Cont.)

dollars in thousands (except share data)

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

the three months ended March 31,

flows from Investing Activities of Continuing Operations

Net cash from

acquisition of subsidiaries (see appendix A and note 6.B)

cash used in investing activities from continuing operations

flows from Financing Activities of Continuing Operations

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 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

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:

Change in loan to former parent company

Proceeds from issuance of shares and warrants

in connection with the 2026 Private Placement (see note 10.D)

cash provided by (used in) financing activities from continuing operations

flows of Discontinued Operations

Net cash used in operating activities from

discontinued operations

Net cash used in investing activities from

discontinued operations

Net cash provided by financing

activities from discontinued operations

cash used in discontinued operations

Increase 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:

Cash paid during the period

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Substantial non-cash activities:

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

Conversion of loans into shares and warrants

March 24, 2025

Consolidation of Metagramm (see note 6):

Other current assets

Issuance costs payable in connection with the

2026 Private Placement (see note 10.D)

Issuance of warrants in connection with the

2026 Private Placement (see note 10.D)

Classification of Earn-out liability to Earn-out

payable (see note 8)

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

(formerly known as Viewbix Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Cont.)

dollars in thousands (except share data)

Consolidation of Quantum

Israel (see note 6.C):

Net working capital other than

cash and restricted deposits

Property and equipment

Technology, net of deferred taxes

Customer Relations, net of deferred taxes

Earn-out liability

Consideration paid in Company’s shares

In-process research and development, net of deferred taxes

Non-controlling interests

Total consideration

Balance as of March

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

TO CONSOLIDATED FINANCIAL STATEMENTS

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

Organizational Background

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

Company (“InFerGene Company”).

On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International,

Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International,

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.

(formerly known as Viewbix Inc.) (the “Company”) was incorporated in the State of Delaware on August 16, 1985,

under a predecessor name, The InFerGene Company (“InFerGene Company”).

On August 25, 1995, a wholly owned subsidiary of InFerGene

Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company,

changed its name to Zaxis International, Inc.

In 2015, the Company changed its name to Emerald Medical Applications Corp., subsequent

to which the Company, through its subsidiary, was engaged in the development of technology for use in detection of skin cancer.

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

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

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February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement” or the “Recapitalization

Transaction”) with Gix Internet Ltd., a company organized under the laws of the State of Israel (“Gix” or “Parent

Company”), pursuant to which, Gix assigned, transferred and delivered its 99.83 % holdings in Viewbix Ltd., a company organized

Transaction”) with Gix Internet Ltd., a company organized under the laws of the State of Israel (“Gix” or “Former

Parent Company”), pursuant to which, Gix assigned, transferred and delivered its 99.83 % holdings in Viewbix Ltd., a company organized

under the laws of the State of Israel (“Viewbix Israel”), to the Company in exchange for shares of the Company, which resulted

3 unchanged sentences

to Viewbix Inc.

Effective April 30, 2026, the Company.

its name to Quantum X Labs Inc.

Reorganization Transaction

1 unchanged sentence

(“Gix Media”), an Israeli

company and the majority-owned ( 77.92 %) subsidiary of Gix, the Parent Company and Vmedia Merger Sub Ltd., an Israeli company and wholly-owned

subsidiary of the Company (“Merger Sub”), pursuant to which, Merger Sub merged with and into Gix Media, with Gix Media being

the surviving entity and a wholly-owned subsidiary of the Company (the “Reorganization Transaction”).

company and the majority-owned ( 77.92 %) subsidiary of Gix, the Former Parent Company and Vmedia Merger Sub Ltd., an Israeli company and

wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, Merger Sub merged with and into Gix Media, with

Gix Media being the surviving entity and a wholly-owned subsidiary of the Company (the “Reorganization Transaction”).

September 19, 2022, the Reorganization Transaction was consummated and as a result, all outstanding ordinary shares of Gix Media, having

2 unchanged sentences

As a result of the Reorganization Transaction, the former holders of

Gix Media Shares, who previously held approximately 68% of the Company’s Common Stock, held approximately 97% of the Company’s

Gix Media Shares, who previously held approximately 68% of the Company’s Common Stock, hold approximately 97% of the Company’s

Common Stock, and Gix Media became a wholly owned subsidiary of the Company.

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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of 1-for-28 .

the Company and Gix Media were consolidated both by the Parent Company and Xylo Technologies Ltd.

(formerly known as Medigus Ltd.) (the

“Ultimate Parent”), before and after the Reorganization Transaction, the Reorganization Transaction was accounted for as

a transaction between entities under common control.

the Company and Gix Media were consolidated both by the Former Parent Company and Xylo Technologies Ltd.

(formerly known as Medigus Ltd.)

(the “Ultimate Parent”), before and after the Reorganization Transaction, the Reorganization Transaction was accounted for

as a transaction between entities under common control.

Accordingly, the financial information of the Company and Gix Media is presented

in these financial statements, for all periods presented, reflecting the historical cost of the Company and Gix Media, as it is reflected

in the consolidated financial statements of the Parent Company, for all periods preceding March 1, 2022, the date the Ultimate Parent

obtained a controlling interest in the Parent Company and as it is reflected in the consolidated financial statements of the Ultimate

Parent for all periods subsequent to March 1, 2022.

in the consolidated financial statements of the Former Parent Company, for all periods preceding March 1, 2022, the date the Ultimate

Parent obtained a controlling interest in the Former Parent Company and as it is reflected in the consolidated financial statements of

the Ultimate Parent for all periods subsequent to March 1, 2022.

Business Overview

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:

Company and its subsidiaries (the “Group”) are focused on quantum technology, digital advertising and computing and enterprise

artificial intelligence (AI) solutions.

Company, through its subsidiaries Gix Media and the former majority-owned subsidiary of Gix Media, Cortex Media Group Ltd.

operates in the field of digital advertising.

As of November 2025, the Company had two main activities which were reported as separate

operating segments:

the search segment and the digital content segment.

On November 9, 2025, Gix Media sold all of its holdings in Cortex

(see note 6.A).

Subsequently, the Company ceased its operations in 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.

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.

digital content segment was 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 was conducted by Cortex until November 9, 2025 (see note 6.A).

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

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.

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

equal to $ 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 (see note 6.B).

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

GENERAL (Cont.)

Business Overview (Cont.)

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

March 4, 2026, the Company completed the acquisition of Quantum X Labs Ltd.

(“Quantum Israel”), a private company that operates

as a multi-disciplinary quantum technology hub, pursuant to a definitive share purchase agreement dated December 15, 2025 (the “Agreement

Following the acquisition, Quantum Israel became a wholly owned subsidiary of the Company.

In consideration for the acquisition,

the Company issued common stock and pre-funded warrants representing approximately 40 % of its capital stock as of the Agreement Date,

with potential additional consideration of up to 12,702,847 shares of the Company’s common stock or pre-funded warrants upon the

achievement of specified post-closing milestones (see note 6.C).

Israel is focused on developing and promoting quantum algorithms for the transportation, drug discovery and security segments as well

as developing quantum- based GPS replacement and quantum atom accuracy solutions.

Its mission is to research, develop, and own quantum

technology intellectual property that addresses major challenges emerging as the quantum revolution scales into commercial and industrial

Quantum Israel combines deep academic research with practical engineering to create deployable quantum solutions.

Impact of the War in Israel

October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern Israel and Central Israel, to which

the Israel Defense Forces responded.

In addition, Iran, Hezbollah and the Houthi movement attacked military and civilian targets in Israel,

to which Israel responded, including through increased air and/or ground operations in Lebanon, Syria, Yemen and Iran.

Following years

of conflict in the region, on October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework

for a ceasefire in Gaza between Israel and Hamas.

On February 28, 2026, the United States and Israel launched joint combat operations

in Iran to which Iran and Hezbollah responded with ballistic missile and drone attacks on Israel as well as other countries and U.S.

military bases in the region.

On April 8, 2026, the United States and Iran agreed to a two-week ceasefire.

How long and how severe the

current conflicts in Gaza, Northern Israel, Lebanon, Iran or the broader region last and become is unknown at this time and any continued

clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater

regional conflict.

The intensity and duration of the security situation in Israel have been difficult to predict, as are the economic

implications on the Company’s business and operations and on Israel’s economy in general

the Group’s customers are mainly in the U.S.

and Europe, its operations, revenues, and profitability are not directly affected

by the security situation in Israel.

However, this is an ongoing event and there is uncertainty regarding its duration, nature, and scope,

management is unable to reasonably estimate the extent of the impact at this time.

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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GENERAL (Cont.)

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.

Cortex Adverse Effect

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connection with MFA.

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 $ 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.)

Due to the Cortex Adverse Effect and additional circumstances as explained in note 3, the Company recorded impairments

in the goodwill and intangible assets related to the digital content segment of $ 5,525 as of December 31, 2025.

On November 9, 2025,

Gix Media sold all of its holdings in Cortex (see notes 3 and 6.A).

Filing of Insolvency Petition Against Gix Media

20 unchanged sentences

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 September 30, 2025, the Company experienced a decrease in its revenues from the digital content and search

segments, as a result of:

the Cortex Adverse Effect (see note 1.E), a decrease in user traffic acquired from third party advertising

platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers’ technology, which adversely

impacted the Company’s ability to acquire traffic in the search segment and a decrease in revenues from routing of traffic acquired

from third-party strategic partners in the search segment, as a result of lack of availability of suppliers credit from such third party

strategic partners.

As a result of the foregoing, during the nine months ended September 30, 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.

(see notes 7.D, 7.E, 7.F and 10.B).

April 30, 2026, the Company changed its name from “Viewbix Inc.” to “Quantum X Labs Inc.” and its trading symbol

on the Nasdaq from “VBIX” to “QXL.”

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 unchanged sentence

GENERAL (Cont.)

Going Concern (Cont.)

Going Concern

the years ended December 31, 2024, and 2025 and the three months ended March 31, 2026, the Company experienced a decrease in its revenues

from the digital content as a result of the Cortex Adverse Effect (see note 1.E).

The Company also experienced a decrease in its revenues

from the search segment, as a result of a decrease in user traffic acquired from third party advertising platforms, an industry-wide

decrease in advertising budget, changes and updates to internet browsers’ technology, 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, following the lack of availability of suppliers credit from such third party strategic partners.

As a result of the foregoing, during the three months ended March 31, 2026, the Company recorded an operating loss

from continuing operations of $ 550 compared to $ 55 during the three months ended March 31, 2025.

Additionally, the Company recorded a

net loss of $ 605 during the three months ended March 31, 2026, compared to $ 3,844 during the three months ended March 31, 2025.

March 31, 2026, the Company had cash and cash equivalents of $ 1,793 , bank loans of $ 1,438 and accumulated deficit of $ 46,652 .

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

3 unchanged sentences

as creation of new partnerships and other new income sources.

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

through a private placement and through three facility agreements with certain investors and lenders aggregate gross proceeds of $ 887

(see note 10.B).

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).

addition, the Company raised funds during 2025, 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 (see note 10.B) and three facility agreements (see notes 7.D, 7.E, 7.F), 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).

on March 4, 2026, the Company closed a private placement transaction with certain accredited investors, pursuant to which the Company

received gross proceeds of $ 1.4 million (see note 10.D).

Notwithstanding

the foregoing, there remains uncertainty as to whether the Company will be able to secure additional funding when needed.

Such conditions

raise substantial doubts about the Company’s ability to continue as a going concern for at least a year after the issuance date

of the accompanying financial statements.

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

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

32 unchanged sentences

statements of operations.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Fair Value of Financial Instruments

11 unchanged sentences

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

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Significant Accounting Policies

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

identical to those applied in the preparation of the latest annual financial statements.

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

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

Recent Accounting Pronouncements

1 unchanged sentence

on the Group’s interim condensed consolidated financial statements.

DISCONTINUED OPERATIONS

November 9, 2025, Gix Media sold all of its holdings in Cortex (see note 6.A), following which the Group ceased its operations in the

digital content segment activity.

The Company has determined that the sale of Cortex has a major effect on the Company’s operations

and financial results.

In this respect, the results of operations and cash flows of the digital content segment, as well as its assets

and liabilities, are reported as discontinued operations.

The comparative figures in these consolidated financial statements have been

adjusted on the basis of presenting separately the discontinued operations’ figures.

SCHEDULE OF DISCONTINUED OPERATIONS

components of the loss from discontinued operations for the three months ended March 31, 2025, in the consolidated statements of income

consisted of the following:

Costs and Expenses:

Traffic-acquisition and related costs

Research and development

Selling and marketing

General and administrative

Depreciation and amortization

Operating loss

Financial expense, net

Loss from discontinued operations

Income tax benefit

loss from discontinued operations

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOAN TO PARENT COMPANY

Recent Accounting

Pronouncements (Cont.)

SCHEDULE OF LOAN TO 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

Parent Company on March 22, 2020.

The loan bore interest at a rate determined from time to time in accordance with Section 3(j) of the

Income Tax Ordinance, new version, and the Income Tax Regulations (Determination of Interest Rate for the purposes of Section 3(j), 1986)

or according to a market interest rate decision as agreed between the parties.

The amount of the loan is in U.S.

March 19, 2025, the Company’s board of directors approved to extend the loan between Gix Media and the Parent Company until September

All other terms and conditions of the loan will remain unchanged.

April 10, 2025, the Company’s board of directors approved the redemption of the loan between Gix Media and the Parent Company.

As a result, Gix Media and the Parent Company entered into a redemption agreement, effective as of May 27, 2025, pursuant to which the

outstanding loan was redeemed in consideration for the transfer to Gix Media of all of the Parent Company’s intangible assets,

including, inter alia, intellectual property rights, trademarks, software, algorithms, domains, technological know-how and any other

intangible asset (the “Redemption”).

Since this transaction is between entities under common control, the intangible assets

received from the Parent Company were recorded at their historical carrying amount as they were recorded at the Parent Company’s

financial statements which is $ 0 .

LOAN TO FORMER PARENT COMPANY

March 22, 2020, Gix Media entered into a loan agreement with the Former Parent Company.

The loan bore interest at a rate determined from

time to time in accordance with Section 3(j) of the Income Tax Ordinance, new version, and the Income Tax Regulations (Determination

of Interest Rate for the purposes of Section 3(j), 1986).

April 10, 2025, the Company’s board of directors approved the redemption of the loan between Gix Media and the Former Parent Company.

As a result, Gix Media and the Former Parent Company entered into a redemption agreement, effective as of May 27, 2025, pursuant to which

the outstanding loan was redeemed in consideration for the transfer to Gix Media of all of the Former Parent Company’s intangible

assets, including, inter alia, intellectual property rights, trademarks, software, algorithms, domains, technological know-how and any

other intangible asset (the “Redemption”).

Since this transaction is between entities under common control, the intangible

assets received from the Former Parent Company were recorded at their historical carrying amount as they were recorded at the Former

Parent Company’s 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 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

a monthly rent fee of $ 10 .

The lease period was for 36 months (the “initial lease period”) with an option by the Company

to extend the lease period for two additional terms of 24 months each.

In accordance with the lease agreement, the Company made leasehold

improvements in exchange for a rent fee discount of $ 67 which will be spread over the initial lease period.

Company included renewal options that it was reasonably certain to exercise in the measurement of the lease liabilities.

2023, the Company exercised the option to extend the lease period for an additional term of 24 months (from March 1, 2024, to February

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

According to the agreement, the lease,

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

In compensation for the lessor’s consent

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

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

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)

dollars in thousands (except share data)

as an increase to the accumulated deficit in the Company’s statement of changes in shareholders equity for the year ended December

the three months ended March 31, 2025, Gix Media recognized interest income in the amount of $ 38 .

GOODWILL AND INTANGIBLE ASSETS, NET

SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS

In-process research and development

Internal-use Software

1 unchanged sentence

Balance as of January 1, 2026

Consolidation of Metagramm (note 6)

Impairment of intangible assets and goodwill

Balance as of September 30, 2025

Consolidation of Quantum Israel (note 6.C)

Balance as of March 31, 2026

Accumulated amortization:

1 unchanged sentence

Amortization recognized during the period

Balance as of September 30, 2025

Balance as of March 31, 2026

Amortized cost:

As of September 30, 2025

Internal-use Software

Customer Relations

As of March 31, 2026

Balance as of January 1, 2025

Cost, beginning balance

Impairment of goodwill

Consolidation of Metagramm

Balance as of December 31, 2025

Cost, ending balance

Accumulated amortization:

Balance as of January 1, 2025

Accumulated amortization, beginning balance

Amortization recognized during the year

Amortization recognized

during the period

Balance as of December 31, 2025

Accumulated amortization,

ending balance

Amortized cost:

As of December 31,

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.

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

GOODWILL AND INTANGIBLE ASSETS, NET (Cont.)

Impairment of intangible assets and goodwill:

of December 31, 2025, the Company performed a quantitative impairment test of the search reporting unit.

The Company did not recognize

impairment losses regarding this reporting unit for the year ended December 31, 2025.

BUSINESS COMBINATION

July 31, 2024, the Company entered into a securities exchange agreement with Metagramm pursuant to which the Company agreed to issue

to Metagramm 9.99 % of its issued and outstanding share capital in exchange for 19.99 % of Metagramm’s issued and outstanding share

capital (the “2024 SEA”).

March 24, 2025 (the “Closing Date”), the Company entered into a new securities exchange agreement with Metagramm and all

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”).

Cortex Acquisition and Sale

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

private company operating in the field of online media and advertising.

In consideration for the Cortex Transaction, Gix Media paid NIS

35 million in cash (approximately $11 million).

The Cortex Transaction was financed by Gix Media’s existing cash balances and substantially

by debt through a bank financing in the aggregate amount of $ 9.5 million, that consists of a line of credit of up to $ 3.5 million and

a long-term loan of $ 6 million (see note 7.B).

On January 23, 2023, Gix Media acquired an additional 10 % of Cortex, increasing its holdings

to 80 % of the share capital of Cortex in consideration for $ 2.6 million.

November 9, 2025 (the “Cortex 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”).

Pursuant to 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.

aggregate consideration paid to Gix Media was $ 800 , consisting of (i) $ 200 in cash, and (ii) $ 600 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.

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 Cortex

Closing Date.

Metagramm Acquisition:

March 24, 2025 (the “Closing Date”), the Company entered into a securities exchange agreement with Metagramm and all of the

shareholders of Metagramm (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 sum

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

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

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

BUSINESS COMBINATION (Cont.)

Metagramm Acquisition:

Value of Metagramm’s Identifiable Assets and Liabilities:

5 unchanged sentences

Technology, net of deferred taxes

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

preliminary and subject to change and is based on established and accepted valuation techniques performed with the assistance of third-party

valuation specialists.

Changes to amounts will be recorded as adjustments to the provisional amounts recognized as of the Closing Date

and may result in a corresponding adjustment to goodwill during the remainder of the measurement period, which will not exceed twelve

months from the Closing Date.

Customer Relations, net

of deferred taxes

cost of the acquisition

Earn-out liability arising

from the acquisition

Consideration

paid in Company’s shares

total consideration has been allocated between assets acquired and liabilities assumed based on estimated fair values, with the residual

of the total consideration recorded as goodwill.

goodwill that arose from the acquisition consists of synergies expected from the activities of the Company and Metagramm.

7 unchanged sentences

The goodwill will not be deductible for income tax purposes.

Quantum Israel Acquisition:

December 15, 2025, the Company entered into a securities exchange agreement (the “Quantum Exchange Agreement”) with Quantum

Israel and certain shareholders of Quantum Israel (the “Quantum Israel Shareholders”) pursuant to which the Company agreed

to issue to the Quantum Israel Shareholders an aggregate amount of up to 40.0 % of the Company’s issued and outstanding capital

stock as of December 15, 2025, inclusive of 800,000 shares of the Company’s common stock issuable by the Company in a private placement

offering (the “Private Placement Shares”) that the Company entered into in January 2026 (see also note 10.D), consisting

of (i) up to 2,666,000 shares of the Company’s common stock, representing 19.99 % of the Company’s issued and outstanding

capital stock (the “Exchange Shares”), inclusive of the Private Placement Shares, and (ii) pre-funded warrants to purchase

up to 4,447,595 shares of the Company’s common stock, representing the balance of up to the 40.0 %, as of December 15, 2025, less

the Exchange Shares, in exchange for up to 100 %, but not less than 85 %, of Quantum Israel’s issued and outstanding share capital

on a fully diluted and post-closing basis, equal to an amount up to 589,319 of Quantum Israel’s ordinary shares (the “Quantum

Israel Acquisition”).

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

BUSINESS COMBINATION (Cont.)

Quantum Israel Acquisition:

addition, pursuant to the Quantum Exchange Agreement, the Company may issue to the Quantum Israel Shareholders up to 12,702,847

additional shares of the Company’s common stock or pre-funded warrants to purchase shares of the Company’s common stock

( collectively, the “Earn-Out Securities”) , only following the 12-month anniversary of the closing date of the Quantum Israel Acquisition and upon the achievement of

specified post-closing milestones as defined in the Quantum Exchange Agreement.

March 4, 2026, the Company closed the Quantum Israel Acquisition (the “Quantum Closing Date”), pursuant to which the Company

acquired 100 % of Quantum Israel’s issued and outstanding share capital on a fully diluted, post-closing basis and Quantum Israel

became a wholly owned subsidiary of the Company.

On the Quantum Closing Date, the Company issued to the Quantum Israel Shareholders 1,866,000

shares of its common stock and pre-funded warrants to purchase 4,447,595 shares of its common stock.

The pre-funded warrants were exercisable

upon issuance at an exercise price of $ 0.0001 per share and will not expire until exercised in full.

Value of Quantum Israel’s Identifiable Assets and Liabilities:

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES

Cash and cash equivalents and restricted

Net working capital other than cash and restricted deposits

Property and equipment

Goodwill arising from the acquisition

In-process research and development, net of deferred taxes

Non-controlling interests

cost of the acquisition

Consideration paid in Company’s shares and pre-funded warrants

Contingent consideration to be paid in Earn-Out Securities

Total Consideration

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

excess purchase price recorded as goodwill.

The goodwill will not be deductible for income tax purposes.

estimate of the fair value of the acquired in-process research and development and the contingent consideration to be paid upon

achieving certain milestones assumed as of the Quantum Closing Date is preliminary and subject to change and is based on established

and accepted valuation techniques performed with the assistance of third-party valuation specialists.

Changes to amounts will be

recorded as adjustments to the provisional amounts recognized as of the Quantum Closing Date and may result in a corresponding

adjustment to goodwill during the remainder of the measurement period, which will not exceed twelve months from the Quantum Closing

estimation of the fair value of in-process research and development was determined using the income approach, which is based on the present

value of the future cash flows attributable to the identifiable intangible asset.

The contingent consideration of $ 5,222 represents the estimated fair value of the contingent consideration to be

paid in Earn-Out Securities to the Quantum Israel Shareholders

upon the achievement of certain milestones during the 12-month anniversary of the Quantum Closing Date.

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

Composition of long-term loans, short-term loans, and credit lines of the Group:

1 unchanged sentence

SCHEDULE OF COMPOSITION OF BALANCE OF GROUP’S LOANS

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

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

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:

Short-term bank loans – Gix

Short-term bank loans

Long-term bank loan, including current maturity

– Gix Media (received on July 10, 2025)

Long-term loan

Short-term convertible

loans – June 2024 Facility Agreement – Quantum X Labs Inc.

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

October 13, 2021, Gix Media entered into a financing agreement with Bank Leumi Le Israel Ltd (“Leumi”), an Israeli bank,

for the provision of a line of credit in the total amount of up to $ 3,500 and a long-term loan totaling $ 6,000 , which Gix Media used

to finance the acquisition of Cortex (the “Financing Agreement”).

Financing Agreement included the following main terms:

loan of $ 6,000 to be provided to Gix Media which will be repaid in 48 monthly payments at an annual interest rate of LIBOR + 4.12 %.

renewable monthly line of credit, of up to $ 3,500 to be provided to Gix Media, which will be available for utilization for a period

of two years and will be determined on a monthly basis, at 80 % of Gix Media’s accounts receivable balance (“Line of Credit”).

The amounts that will be withdrawn from the Line of Credit will bear annual interest of LIBOR + 3.2 %.

Media undertook to meet financial covenants over the life of the loans as follows:

the ratio of debt to EBITDA, based on the Gix

Media’s consolidated financial statements in all 4 consecutive quarters, will not exceed 2.4 in the first two years and will

not exceed 1.75 in the following two years.

As of December 31, 2023, Gix Media didn’t meet the financial covenants in connection

with the Financing Agreement, however, Gix Media has received a waiver by Leumi to be effected until April 16, 2024, according to

which, Leumi agreed to delay its right for immediate repayment of the loans.

Accordingly, the Company did not reclassify long-term

loan, net of current maturities item in the balance sheet as a current liability.

part of the Financing Agreement, Gix Media and the Company provided several liens in favor of Leumi (see note 9).

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

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 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

existing monthly renewable credit line of $ 3,500 (the “Gix Media Credit Line”) by one year which will expire on October 13,

The amounts that are drawn from the Gix Media Credit Line bear an annual interest of SOFR + 4.05 %.

In addition, according to the

Second Addendum the 2.4 ratio of debt to EBITDA was extended by nine months to June 30, 2024.

June 13, 2024, Gix Media and Leumi entered into a third addendum to the Financing Agreement between the parties which was effective from

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

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

(ii) the Company is obligated

to transfer to Gix Media $ 600 ;

(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)

dollars in thousands (except share data)

LOANS (Cont.)

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 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

amounts of the long-term bank loans totaling $ 190 .

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

the repaid amounts.

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

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

The loan bears an annual interest rate of SOFR + 4.60 % and was repaid

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.

for the provision of a line of credit in the total amount of up to $ 3,500 , which will be determined on a monthly basis at 80 % of Gix

Media’s accounts receivable balance (the “Gix Media Credit Line”) and a long-term loan totaling $ 6,000 , which Gix Media

used to finance the acquisition of Cortex (the “Financing Agreement”) (see note 6.A).

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

11 unchanged sentences

until May 20, 2025.

June 18, 2025, Gix Media received a short-term loan of $ 1,722 , bearing an annual interest rate of SOFR + 4.65 %, which was repaid in a

single payment on July 3, 2025.

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.

June 18, 2025, Gix Media received a short-term loan of $ 1,722 ,

bearing an annual interest rate of SOFR

+ 4.65% , which was repaid in a single payment on July 3, 2025.

July 3, 2025, Gix Media received a short-term loan of $ 1,948 , bearing an annual interest rate of SOFR + 4.65% , which was 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.

(i) the Deposit Date was 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.

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

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

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

3 unchanged sentences

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)

dollars in thousands (except share data)

LOANS (Cont.)

Cortex’s Loan Agreement:

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

(“Cortex Loan Agreement”).

As part of the addendum to the Cortex Loan Agreement, Leumi provided Cortex with a monthly renewable

credit line of $ 1,500 (the “Cortex Credit Line”).

The Cortex Credit Line is determined every month at the level of 70 % of

Cortex’s customers’ balance.

The amounts that are drawn from the Cortex Credit Line bear an annual interest of SOFR + 3.52 %.

April 27, 2023, Leumi increased the Cortex Credit Line by $ 1,000 .

In September 2023, Cortex and Leumi entered into an additional addendum

to the Cortex Loan Agreement, in which Leumi extended the Cortex Credit Line of $ 2,500 by one year which will expire on September 20,

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

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

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

August 15, 2024, Cortex and Leumi entered into an additional amendment to Cortex Loan Agreement, pursuant to which, the credit line in

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

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.

This deposit may be released upon Cortex’s submission

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

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

of March 31, 2026, Gix Media has drawn $ 267 of the Gix Media Credit Line.

Long term loan and issuance of warrants:

November 15, 2023, Viewbix Israel entered into a Loan Agreement (the “2023 Loan”) with certain lenders (the “Lenders”)

whereby the Lenders provided Viewbix Israel with loans in the aggregate amount of $ 480 .

In connection with the 2023 Loan, the Company

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

The 2023 Warrants are exercisable

to 120,000 shares of common stock, at an exercise price of $ 2.00 per share and will expire on December 31, 2025 .

The Company recorded

the 2023 Warrants as an equity instrument.

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

November 15, 2023, Viewbix Israel entered into a loan agreement with certain lenders, pursuant to which Viewbix Israel received aggregate

loans of $ 480 (the “2023 Loan”).

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

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

The 2023 Warrants are exercisable to 120,000 shares of common stock, at an

exercise price of $ 2.00 per share and will expire on December 31, 2025 .

The Company recorded the 2023 Warrants as an equity instrument.

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

These amendments

3 unchanged sentences

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)

dollars in thousands (except share data)

LOANS (Cont.)

December 31, 2025, all 2023 Warrants were expired.

June 2024 Facility Agreement:

3 unchanged sentences

The June 2024 Facility Agreement also includes $ 531 of

outstanding debt owed by the Company to the June 2024 Lenders of the 2023 Loan (see note 7.D), such that the total amount of the credit

line reached $ 1.53 million (the “Total Credit Facility Amount”).

The Total Credit Facility Amount will be due for repayment

following 12 months from the date of the June 2024 Facility Agreement (the “Initial Maturity Date”) or alternatively, in

the event the completion of the Uplist (as defined in note 1.G) prior to the Initial Maturity Date, then the Total Credit Facility Amount

will be due for repayment following 12 months from the Uplist Date.

outstanding debt owed by the Company to the lenders of the 2023 Loan (see note 7.C), such that the total amount of the credit line reached

$ 1.53 million (the “Total Credit Facility Amount”).

The Total Credit Facility Amount will be due for repayment following

12 months from the date of the June 2024 Facility Agreement (the “Initial Maturity Date”) or alternatively, in the event

the completion of the Uplist (as defined in note 1.G) prior to the Initial Maturity Date, then the Total Credit Facility Amount will

be due for repayment following 12 months from the Uplist Date.

The Total Credit Facility Amount will be available for use as follows:

2 unchanged sentences

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

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

June 2024 Facility Agreement (Cont.):

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

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

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.

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

The warrants will be exercisable for a 3 three-year

period from the date of the June 2024 Facility Agreement.

following the effectiveness of the Uplist, $ 663 of the Total Credit Facility Amount will be automatically converted into units, which

14 unchanged sentences

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)

dollars in thousands (except share data)

LOANS (Cont.)

June 2024 Facility Agreement (Cont.):

June 2024 Lead Lender Fee Warrants, which were exercisable immediately after the closing of the June 2024 Facility Agreement, were allocated

10 unchanged sentences

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

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

June 2024 Facility Agreement (Cont.):

connection with the June 2024 Facility Agreement, the Company incurred deferred debt issuance costs of $ 60 , consisting of an annual advance

interest payment.

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

amortized as financial expense over the term of the June 2024 Facility Agreement.

June 2024 Lead Lender Fee Warrants were initially recognized in fair value at the amount of $ 1,833 and classified as a liability measured

3 unchanged sentences

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 5, 2025, upon completion of the Uplist, the Company drew additional $ 500 of the Total Credit Facility Amount (the “Additional

The Additional Amount was provided by the June 2024 Lead Lender, which has the right to convert the Additional Amount

within 12 months from the Uplist Date into units, which will include shares of common stock of the Company at a conversion rate of $ 1.00

per share, equal to an aggregate of up to 500,000 shares of common stock and the same amount of warrants to purchase shares of common

stock of the Company with an exercise price of $ 1.00 per share.

The warrants will be exercisable for a three-year period from the issuance

The Additional Amount was recorded as a short-term convertible loan.

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

1 unchanged sentence

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

10 unchanged sentences

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.

The interest for the first year was paid in

(a) 300,000 shares of the Company’s common stock at a conversion rate of $ 1.00 for each dollar of interest accrued

on the total amount, and (b) 300,000 warrants to purchase 300,000 shares of the Company’s common stock an exercise price of $ 1.00

The warrants are exercisable upon issuance at an exercise price of $ 1.00 per share of common stock and will be exercisable

for a three-year 3 period from the date of the First July 2024 Facility Agreement.

(formerly known as Viewbix Inc.)

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 Amount accrued interest at a rate of 12 %

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

shares of the Company’s common stock at a conversion

rate of $ 1.00

for each dollar of interest accrued on the total amount, and

warrants to purchase 300,000

shares of the Company’s common stock an exercise price

of $1.00 per share.

The warrants are exercisable upon issuance at an exercise price of $ 1.00

per share of common stock and will be exercisable for a three-year 3

period from the date of the First July 2024 Facility Agreement.

after the Uplist, $ 100 from the First July 2024 Facility Loan Amount will be automatically converted into common stock of the Company

3 unchanged sentences

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

(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.

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

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 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.

connection with the First July 2024 Facility Agreement, the Company incurred deferred debt issuance costs of $ 375 , 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

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 First July 2024 Facility Agreement.

Deferred debt issuance costs amounted to $ 315 as of December

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

31, 2024, and were fully amortized during year ended December 31, 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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

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.

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

drew additional $ 50 of the First July 2024 Facility Loan Amount.

These loans were recorded as short-term convertible loans and their

fair value was substantially the same as the amount received.

In addition, On 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.

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.

2 unchanged sentences

First July 2024 Facility Agreement was terminated.

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

Second July 2024 Facility Agreement

5 unchanged sentences

a $ 2.5 million financing transaction.

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

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

The interest for the first year was paid in advance

12 unchanged sentences

liabilities measured at fair value at each balance sheet date.

connection with the Second July 2024 Facility Agreement, the Company incurred deferred debt issuance costs of $ 355 , 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

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 year ended December 31, 2025, following the termination of the Second July 2024 Facility

Agreement (see note 10.C).

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2 unchanged sentences

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.

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 terms of the Second July 2024 Facility Agreement, the Company received in July 2024 a loan of $ 80 and on the Uplist Date the Company

drew additional $ 80 of the Second July 2024 Facility Loan Amount.

These loans were recorded as short-term convertible loans and their

fair value was substantially the same as the amount received.

In addition, On 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

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

3 unchanged sentences

Second July 2024 Facility Agreement was terminated.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

FINANCIAL INSTRUMENTS AT FAIR VALUE

Company has financial instruments measured at level 3 arising from the June 2024 Facility Agreement, the First July 2024 Facility Agreement

and the Second July 2024 Facility Agreement (see notes 7.E, 7.F, 7.G).

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 balance sheet date.

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

$ 0.472 , expected volatility:

148 %, exercise price:

$ 1.00 , risk-free interest rate:

4.24 %- 4.32 %, expected life:

0.46 - 0.50 years.

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.

Company has level 3 financial instruments that were recognized at fair value upon initial recognition of each financial instrument and

subsequently measured at fair value at each balance sheet date, consisting of:

(i) the earn-out liability arising from the Metagramm

Acquisition (see note 6.B);

and (ii) embedded derivatives arising from the June 2024 Facility Agreement, the First July 2024 Facility

Agreement and the Second July 2024 Facility Agreement (see notes 7.D, 7.E, 7.F).

June 5, 2025, following the Uplist, the Company converted all embedded derivatives into equity.

Prior to the conversion, and as of the

Uplist Date, 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, 2026

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

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

Earn-out liability recorded in connection

with Metagramm Acquisition (see note 6.B)

Net changes at fair value recognized through

profit or loss

Embedded derivatives converted

Earn-out payable amounts upon achieving financing

milestone in connection with Metagramm Acquisition (see note 6.B)

Balance as of March

Balance as of January 1, 2025

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

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

Earn-out liability recorded in connection with

Metagramm Acquisition (see note 6.B)

Earn-out payable amounts upon achieving financing

milestone in connection with Metagramm Acquisition (see note 6.B)

Net changes at fair value recognized through

profit or loss

Embedded derivatives converted

Balance as of December

Embedded derivatives, Balance

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES

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

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

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

2 unchanged sentences

(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;

(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:

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

a floating lien on Gix Media’s assets;

4 unchanged sentences

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

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.

November 9, 2025, under the Cortex Sale Agreement (see note 6.A), 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 and Quantum Israel’s restricted deposits, in the amounts of $ 22 and $ 23 , respectively, as of March 31, 2026, are held as

security in respect of credit cards and rented offices.

SHAREHOLDERS’ EQUITY

Shares of Common Stock:

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.

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

and 233,679 warrants to purchase such number of shares of common stock with an exercise price of $ 1.00 per share.

In addition, the Company

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 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”)

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

In consideration with the Consultants’ services, the Company issued to the Consultants 120,000 shares of common stock in

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

to the Consultants.

July 28, 2024, as part of the Second July 2024 Facility Agreement, the Company issued to the lenders of the Second July 2024 Facility

Agreement 510,000 shares of common stock and 360,000 warrants to purchase such number of shares of common stock with an exercise price

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

of 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 share basis, (ii) in distribution of dividends and (iii) to equally participate, on share basis, in distribution of excess of assets

and funds from the Company and will not confer other privileges.

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).

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

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

3 unchanged sentences

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

June 5, 2025, following the Uplist and 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

1 unchanged sentence

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

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

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

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 unchanged sentence

SHAREHOLDERS’ EQUITY (Cont.)

Shares of Common Stock:

June 5, 2025, following the Uplist and 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

June 15, 2025, the Company issued 37,500 shares of common stock to a consultant as consideration for services provided in connection

with the Uplist.

The Company recognized $ 75 of share-based compensation expense, recorded in other expenses, net, during the year ended

December 31, 2025.

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 “2024 Private Placement”) of units consisting of

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

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 “2024 Private Placement”) of units consisting of (i) 256,875

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

per share and (ii) 385,332

warrants to purchase 385,332

shares of the Company’s common stock (the “PIPE Warrants”) to the Lead Investor and other investors acceptable to

the Lead Investor and the Company.

The PIPE Warrants are exercisable upon issuance at an exercise price of $ 1.00

per share and have a 3 three-year term from the issuance date.

In addition, the PIPE Warrants are subject to an automatic exercise

provision in the event that the Company’s shares of common stock are approved for listing on the Nasdaq Capital

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

$ 20 remaining received in July 2024.

the closing of the 2024 Private Placement, the Company agreed to pay the Lead Investor:

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

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

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.

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

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

Warrants”) to the Lead Investor and other investors acceptable to the Lead Investor and the Company.

The PIPE Warrants are exercisable

upon issuance at an exercise price of $ 1.00

per share and have a 3 three-year

term from the issuance date.

Upon the closing of the 2024 Private Placement, the Company paid the Lead Investor:

(1) $ 10 for actual and

documented fees and expenses incurred and, (2) a commission consisting of (i) a cash fee of $ 13 and (ii) 12,844 shares of the Company’s

common stock.

aggregate gross proceeds received by the Company from the 2024 Private Placement were $ 257 .

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

1 unchanged sentence

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

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

July 2025 Private Placement

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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.

basis if there is no effective registration statement registering the 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.

2025, according to which the Company paid 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.

1 unchanged sentence

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).

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

July 2025 Private Placement (Cont.)

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.B).

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

2026 Private Placement

January 1, 2026, the Company entered into an amended and restated securities purchase agreement with certain accredited investors pursuant

to which the Company agreed to sell and issue in a private placement, an aggregate amount of 800,000 shares of common stock (the “2026

Private Placement”) and common warrants to purchase up to an aggregate amount of 640,000 shares of common stock (the “2026

PIPE Warrants”), at an offering price of $ 1.75 per share of common stock and associated common warrant.

The 2026 PIPE Warrants

are exercisable upon issuance at an exercise price of $ 2.625 per share and will expire five years from the issuance date.

connection with the 2026 Private Placement, the Company also entered into an advisory agreement, as amended, with L.I.A.

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

$ 70 (the “Fee”) and (ii) a warrant to purchase 32,000 shares of the Company’s common stock on the same terms as the

2026 PIPE Warrants.

Payment of the commission is conditioned upon the closing of the 2026 Private Placement.

In addition, in connection

with the closing of the 2026 Private Placement, the Company agreed to repay $ 200 of the outstanding loan amount owed to the Advisor (the

“Loan Repayment”) pursuant to the June 2024 Facility Agreement (see note 7.D).

2026 Private Placement closed on March 4, 2026, pursuant to which the Company issued 800,000 shares of its common stock and warrants

to purchase 640,000 shares of its common stock.

The aggregate gross proceeds received by the Company were $ 1,400 .

The Company incurred

issuance costs of $ 70 which were recognized as a reduction of additional paid-in capital.

connection with the closing of the 2026 Private Placement and the related proceeds, the shareholders of Metagramm became entitled to

partial earn-out payments on a pro rata basis pursuant to the 2025 SEA (see note 6.B).

April 2026, subsequent to the balance sheet date, the Company paid the Advisor the Fee and repaid the Loan Repayment.

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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SHAREHOLDERS’ EQUITY (Cont.)

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

following table summarizes information of outstanding warrants as of March 31, 2026:

SCHEDULE OF OUTSTANDING WARRANTS

1 unchanged sentence

Class K Warrants

2023 Warrants (see note 7.D)

December 2025

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)

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

June 2024 Facility Agreement Warrants (note

June 2024 Lead Lender Fee Warrants (note 7.D)

2024 PIPE Warrants (note 10.B)

2025 July Private Placement - pre-funded warrants

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

Warrants outstanding as of January 1, 2025

Warrants granted

Warrants Exercised

Warrants outstanding as of September 30, 2025

Class J Warrants

Class K Warrants

2023 Warrants (see note 7.D)

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)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

2025 July Private Placement – common

warrants (note 10.C)

2026 Private Placement - common warrants (note

Quantum Israel Acquisition

- pre-funded warrants (note 10.D) (*)

Until exercised in full

warrants were exercised during the three months ended March 31, 2026.

were granted on March 4, 2026.

Reverse Stock Split:

6 unchanged sentences

of its authorized shares.

and per share data in these financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods

and per share data in these financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for periods presented

prior to the Reverse Stock Split.

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

Share option plan :

2017, after the completion of Gix Media’s acquisition by the Parent Company, the Parent Company granted options to Gix Media’s

These options entitle the employees to purchase ordinary shares of the Parent Company that are traded in the Tel-Aviv Stock

March 2, 2023, the Board approved the adoption of the 2023 Stock Incentive Plan (the “2023 Plan”).

23 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,

as part of his employment terms, (the “Grantee”) under the following terms and conditions:

(1) 12,756 of Common Stock underlying

the grant of RSUs (2) Vesting Commencement Date:

July 1, 2023 (3) vesting schedule:

50% of the RSUs vested immediately upon the Vesting

Commencement Date (the “First Tranche”) and the remaining 50% of the RSUs vested 12 months after the Vesting Commencement

Date (the “Second Tranche”), provided, in each case, that the Grantee remains continuously as a Service Provider (as defined

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

July 1, 2023, upon the vesting of the First Tranche, the Company issued 6,378 shares of Common Stock to the Grantee.

On July 1, 2024,

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

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

For the nine months

ended September 30,

For the three months

ended September 30,

Financial expenses (income):

Exchange rate differences

Interest expense on bank loans

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)

Interest income on loans to Parent Company

Amortization of deferred debt issuance costs

Amortization of loan discounts

Financial expenses (income), net

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

July 11, 2025, in accordance with the terms of the 2023 Plan, 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.

SEGMENT REPORTING

Group operates in two different segments in such a way that each company in the Group operates as a separate business segment.

business segments currently do not include Metagramm’s operations as they do not meet the segment definition criteria.

Group operates in such a way that each company in the Group represents 2 a

separate business segment.

These business segments currently do not include Metagramm’s operations as they do not meet the segment

definition criteria.

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

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

The search segment activity

is conducted by Gix Media.

content segment - the digital content segment was 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, including Google, Facebook, Yahoo and Apple,

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).

The digital content segment activity was conducted by Cortex

until November 9, 2025 (see note 6.A), after which the Group ceased operations in this segment and continued to operate solely in the

search segment (see note 3).

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SEGMENT REPORTING (Cont.)

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 September 30, 2025 and 2024 are set

forth in the tables below.

categories comprising segments profit and loss regularly reviewed by the CODM for the three months ended March 31, 2026 and 2025 are

set forth in the table below.

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

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SEGMENT REPORTING (Cont.)

revenues and operating results:

OF SEGMENTS REVENUES AND OPERATING RESULTS

For the nine months ended September 30, 2025

and eliminations

the three months ended March 31, 2026

Revenues from external customers

Inter segment revenues

Total revenues

Traffic-acquisition and related costs

3 unchanged sentences

Depreciation and amortization

Impairment of intangible assets and goodwill

Other expenses, net

1 unchanged sentence

Financial expenses, net

( 11,013 ) (*)

Segment income (loss), before income taxes

For the nine months ended September 30, 2024

and eliminations

Revenues from external customers

Inter segment revenues

Total revenues

Traffic-acquisition and related costs

Research and development expenses

Sales and marketing expenses

General and administrative expenses

Depreciation and amortization

Goodwill Impairment

Other expenses (income), net

Segment operating income (loss)

Financial expenses, net

( 2,603 ) (**)

Segment income (loss), before income taxes

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SEGMENT REPORTING (Cont.)

revenues and operating results (Cont.):

For the three months ended September 30, 2025

and eliminations

the three months ended March 31, 2025

Revenues from external customers

Inter segment revenues

Total revenues

Traffic-acquisition and related costs

3 unchanged sentences

Depreciation and amortization

Impairment of intangible assets and goodwill

Other expenses, net

1 unchanged sentence

Financial expenses, net

Segment income (loss), before income taxes

For the three months ended September 30, 2024

and eliminations

Revenues from external customers

Inter segment revenues

Total revenues

Traffic-acquisition and related costs

Research and development expenses

Sales and marketing expenses

General and administrative expenses

Depreciation and amortization

Other expenses, net

Segment operating income (loss)

Financial income (expenses), net

( 2,862 ) (*)

Segment income (loss), before income taxes

1 unchanged sentence

loss (see note 8).

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

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

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 unchanged sentence

SEGMENT REPORTING (Cont.)

Segments revenues and operating results (Cont.):

“adjustments and eliminations” column for segment operating income includes unallocated selling, general, and administrative

2 unchanged sentences

BETWEEN SEGMENTS OPERATING RESULTS

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

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 (***)

consist of financial expenses arising from changes in the fair value of financial assets measured at fair value through profit or

loss (see note 8).

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

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

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

consist of general and administrative expenses such as salary and related expenses and professional consulting expenses.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

consist of general and administrative expenses such as salaries and related expenses and professional services.

SUBSEQUENT EVENTS

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 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.

Company has evaluated subsequent events from March 31, 2026, through May 14, 2026, the date of issuance of these financial statements:

April 30, 2026, the Company changed its name from “Viewbix Inc.” to “Quantum X Labs Inc.” and its trading

symbol on the Nasdaq Capital Market from “VBIX” to “QXL.”

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