What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-14 · 429 added, 478 removed, 54 unchanged (94% of the section changed)

2 unchanged sentences

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

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

statements as of March 31, 2026 and 2025, and the related statements of statement operation, statement of changes in shareholders’

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

3 unchanged sentences

in this prospectus to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S.

July 10, 2024, our board of directors approved to effect a one-for-four consolidation of our share capital, pursuant to which holders

of our shares of common stock will receive one share of common stock for every four shares of common stock held (the “Reverse Stock

The Reverse Stock Split became effective on March 14, 2025, following the process and announcement by FINRA.

context expressly indicates otherwise, all references to share and per share amounts referred to herein reflect the amounts after giving

effect to the Reverse Stock Split.

Forward-Looking

management discussion and analysis section contains forward-looking statements, such as statements of the Company’s plans, objectives,

expectations, and intentions.

Any statements that are not statements of historical fact are forward-looking statements.

When used, the

words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,”

“expect” and the like, and/or future tense or conditional constructions “will,” “may,” “could,”

“should,” etc., or similar expressions, identify certain of these forward-looking statements.

These forward-looking statements

are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied

by the forward-looking statements.

Forward-looking statements are based on information we have when those statements are made or our

management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could

cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

factors that could cause such differences include, but are not limited to:

the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued

growth and acceptance of digital advertising as effective alternatives to traditional offline marketing products and services;

our ability to retain and attract a programmatic advertiser, and the associated payments received from such programmatic advertisers’

ads on websites which have been categorized as “Made for Advertising”;

our ability to generate enough cash flow to meet our debt obligations or fund our other liquidity needs, and substantial doubt regarding

Quarterly Report on Form 10-Q contains “forward-looking statements,” which include information relating to future events,

future financial performance, strategies, expectations, competitive environment and regulation, including revenue growth.

as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,”

“continue,” “expects,” “anticipates,” “future,” “intends,” “plans,”

“believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking

Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications

of when such performance or results will be achieved.

Forward-looking statements are based on information we have when those statements

are made or our management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties

that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Important factors that could cause such differences include, but are not limited to:

continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued

growth and acceptance of digital advertising as effective alternatives to traditional offline marketing products and service;

ability to generate enough cash flow to meet our debt obligations or fund our other liquidity needs, and substantial doubt regarding

our ability to continue as a going concern;

our need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult

need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult

to obtain and could dilute out shareholders’ ownership interests;

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

our ability to pay our obligations when they become due, including the contemplated debt restructuring program currently under negotiation

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

ability to pay our obligations when they become due, including the contemplated debt restructuring program currently under negotiation

with our credit and debtholders;

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

economic harm;

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

obsolescence of our offered platforms;

political, economic and military conditions in Israel, including the current security situation in Israel, as well as the war’s

potential impact on our business and operation.

subsidiaries’ future performance, including our ability to instill potential measures to assist Gix Media Ltd.

Media”), Metagramm Software Ltd.

(“Metagramm”) and Quantum X Labs Ltd.

(“Quantum Israel”) in mitigating

future economic harm;

ability to realize the benefits of our acquisitions of Quantum Israel and Metagramm;

early-stage and rapidly evolving nature of the quantum computing industry;

regarding the scalability, reliability and practical application of quantum technologies;

expectations regarding the development, commercialization and adoption of quantum computing technologies;

research and development efforts, anticipated technological advancements, strategic partnerships, market opportunities, competitive

positioning, and our future financial performance, including revenue growth, operating expenses and capital requirements;

of new competitors and products, including competition from larger, more established technology companies, the impact of large and

established internet and technology companies and potential technological obsolescence of our offered platforms;

ability to maintain the listing of our common stock on the Nasdaq Capital Market;

in tariffs, trade barriers, price and exchange controls and other regulatory requirements and the impact of such policies on us,

our customers and suppliers, and the global economic environment;

fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical

and communications challenges, burdens and costs of compliance with foreign laws and political and economic instability in each jurisdiction;

federal, state and local government regulation, in the United States, Europe or Israel and other foreign jurisdictions, including, but

not limited to changes in governmental policies, regulations or funding priorities related to quantum computing and advanced technologies;

economic and military conditions in Israel, including the current security situation in Israel, as well as the war’s potential

impact on our business and operation.

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

9 unchanged sentences

and Background

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

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

Viewbix’s operations

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

(“Video Advertising Platform”).

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

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

The Video Advertising Platform measures

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

However, due to the

Company’s failure to meet predetermined sales targets which were set pursuant to the recapitalization transaction with Gix Internet

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

Company, through its subsidiary, Gix Media Ltd.

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

search (the “Search Platform”).

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

automate, optimize and monetize online campaigns.

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

their advertising campaigns and generate additional profits from their sites.

Through the Search Platform, the Company provides

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

products to internet users.

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

As of September 30, 2025, in addition

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

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

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

digital content, marketing and advertising platforms.

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

For additional information, see “Item 2.

Management’s Discussion and Analysis of Financial Condition and Results

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

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

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

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

language processing technologies.

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

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

Metagramm licenses

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

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

Engines, such as Yahoo and Bing, where the Search Engines display the ads of their customers.

The Search Engines pay Gix Media for the

searches that were referred by it, based on the amount of consideration that the Search Engine receives from the advertisers for the

user traffic generated, less a certain percentage from the revenues attributed to the Search Engine.

Since the customers of Gix Media

are the Search Engines, and not the advertisers, Gix Media recognizes revenues for the actual amount received from the Search Engines,

and not from the advertisement revenue itself.

referral of user traffic by Gix Media to the Search Engines is possible after users download Gix Media’s products, which are browser

add-ons, usually from the browser stores (mostly Google Chrome browsers) and by downloading desktop software products, free of charge,

for the Apple operating system (for Mac computers) and for the Microsoft operating system (for PC computers).

When downloading Gix Media’s

products, the users grant permission to Gix Media to refer the searches performed while using Gix Media’s products to the Search

Media provides user traffic referral services to Search Engines through the referral of traffic of browsers who engage content generated

by Gix Media, or the “Seach to Search” model.

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

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

When such user clicks on these

search ads, Gix Media refers the user to a paid offering from a Search Engine which contains ads that are related to the initial ad made

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

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

Agreement”) with Pro Sportority (Israel) Ltd.

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

(the “Parent”).

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

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

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

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

(the “Cortex Sale”).

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

Cortex became a wholly-owned subsidiary of the Purchaser.

aggregate consideration payable to Gix Media is $800,000, consisting of (i) $200,000 in cash, and (ii) $600,000 in the form of 5,161

newly issued Preferred J Shares of the Parent (the “Parent Shares”), the most senior class of preferred shares of the Parent.

The consideration is subject to customary tax withholding provisions and delivery mechanics as set forth in the Purchase Agreement.

Parent retains a call option to repurchase the Parent Shares from Gix Media under certain conditions, including insolvency or a change

of control of Gix Media.

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

Termsheet for Acquisition

On November 5, 2025, Viewbix Inc.

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

a cutting-edge quantum computing and AI company focusing on advancing technologies in quantum algorithmics and quantum physics, and all

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

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

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

term sheet (the “Term Sheet”) with Quantum and the Quantum Shareholders pursuant to which the Company would acquire (the “Quantum

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

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

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

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

Shares” and the “Private Placement Offering”), on post-closing basis of the Quantum Acquisition and the Private Placement

Offering consisting of (i) shares of the Company’s Common Stock representing 19.99% of the Company’s issued and outstanding

capital stock (the “Exchange Shares), including the Private Placement Shares issued in the Private Placement Offering, and (ii)

pre-funded warrants to purchase shares of Common Stock representing the balance of the 40.0% less the Exchange Shares (the “Exchange

Pre-Funded Warrants” and together with the Exchange Shares, the “Viewbix Exchange Securities”).

In addition, pursuant to the Term

Sheet, the Company may issue additional shares of the Company’s Common Stock and/or pre-funded warrants to purchase shares of Common

Stock (collectively, the “Earn Out Securities”), which shall not represent in the aggregate more than 65.0% of the Company’s

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

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

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

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

phase of developing its prototype and either enters into a binding collaboration agreement with a recognized quantum hardware provider

or files a patent with a recognized patent authority within 18 months from the closing date of the Quantum Acquisition (the “Closing

Date”), (ii) the issuance of a number of Earn-Out Securities equal to an additional 8% of the Company’s issued and outstanding

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

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

patent authority within 30 months of the Closing Date;

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

11% of the Company’s issued and outstanding capital stock on a post-closing basis if Quantum reaches beta testing of its platform

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

The completion of the Quantum Acquisition and the issuance of Viewbix Exchange

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

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

2025 Private Placement

November 5, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited

investors pursuant to which the Company agreed to sell and issue in a private placement (the “Private Placement Offering”)

an aggregate of 800,000 shares of common stock (the “Private Placement Shares”) or pre-funded warrants to purchase shares

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

Each Private Placement Share and Pre-Funded

Warrant will be sold together with a number of warrants equal to the aggregate number of Private Placement Shares and Pre-Funded Warrants

sold in the Private Placement Offering, or in total warrants to purchase up to an aggregate of 800,000 shares of common stock (the “Common

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

Shares, the “Securities”), at a combined purchase price of $3.75 per Private Placement Share and accompanying Common Warrant

and $3.7499 per Pre-Funded Warrant and accompanying Common Warrant.

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

of customary closing conditions, receipt of the Stockholder Approval and the execution of definitive agreements related to the Quantum Acquisition.

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

Pre-Funded Warrants will be immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until

exercised in full.

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

to adjustment as set forth therein, and will expire five years from the issuance date.

The Common Warrants may be exercised on a cashless

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

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

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

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

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

such exercise.

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

with each investor.

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

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

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

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

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

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

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

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

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

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

for transactions of this nature.

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

(the “Registrant”, “Quantum X Labs” or the “Company”) and its subsidiaries are focused

on quantum technology, digital advertising and computing and enterprise artificial intelligence (AI) solutions.

Quantum 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.

Gix Media develops a variety of technological software solutions, which perform

automation, optimization and monetization of internet campaigns, for the purposes of acquiring and routing internet user traffic to its

Metagramm is a developer of grammatical error correction software and offers tools for writing and reviewing, grammar, spelling,

punctuation and style features, as well as translation and multilingual dictionaries, using artificial intelligence and machine learning

Company, through its subsidiary Quantum Israel, is focused on developing foundational and applied innovations across quantum computing,

sensing, navigation, and security.

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 use.

Quantum Israel combines deep academic

research with practical engineering to create deployable quantum solutions.

Israel maintains a portfolio of five dedicated operating subsidiaries, each targeting distinct applications in quantum technology —

a structure that allows for focused research and development, faster innovation cycles, and clearer path to potential commercialization

across markets that range from defense navigation to biomedical computing.

Through its multi-subsidiary structure, it simultaneously

tackles multiple markets while retaining shared intellectual property and research advantages with an aim to bridge cutting-edge research

with real-world impact.

technology generally comprises three principal areas:

quantum computing, quantum communication, and quantum sensing.

Quantum computing

applies principles of quantum mechanics to perform certain computational tasks more efficiently than classical systems and to address

problems that are not practically solvable using conventional computing.

Quantum communication focuses on the transmission of information

using quantum methods and is designed to enhance the security of data exchange.

Quantum sensing involves the use of quantum-based systems

to measure physical phenomena, such as electromagnetic fields, gravity, and time, with significantly greater sensitivity than traditional

X Labs benefits from strong ties to leading Israeli academic institutions, which support a multidisciplinary approach combining advanced

theoretical research with applied engineering.

Members of its team and management have academic backgrounds and research affiliations

with institutions, such as Tel Aviv University, Hebrew University of Jerusalem, Technion – Israel Institute of Technology, and

the Weizmann Institute of Science.

These academic connections contribute to its ability to integrate research across mathematics, physics,

and computer science, and to translate foundational quantum concepts into practical algorithms, intellectual property, and technology

development relevant to next-generation quantum computing platforms.

X Labs’ model of distinct subsidiaries under one umbrella is designed to:

technical risk :

Each quantum domain has unique challenges and development cycles.

The portfolio approach mitigates risk by diversifying

across applications rather than concentrating in a single technology stack.

potential commercialization velocity :

Dedicated operating companies can focus on tailored product roadmaps, partnerships, and

market entry strategies, accelerating potential path to market for each line.

reusable IP :

Core innovations, such as quantum error correction cores, quantum algorithms, and foundational processing toolchains,

can be shared across subsidiaries, creating cross-domain synergies.

strategic partnerships :

Structuring teams as independent operating entities facilitates collaborations with academic institutions,

government labs, and industry partners across different verticals.

Companies and Segments

Transportation

quantum error correction and decoding infrastructure for quantum hardware.

Transportation, a 30%-owned affiliate of Quantum X Labs, develops tools that help quantum hardware teams accelerate research and choose

efficient quantum error correction schemes tailored to their systems.

The subsidiary supports labs and smaller companies that lack in-house

quantum error correction expertise.

Its platform includes simulators and research environments that improve error tolerance and robustness

in quantum processors.

quantum-enhanced algorithmic platforms for biomedical research and clinical trials.

CliniQuantum,

a 46%-owned affiliate of Quantum X Labs, is developing quantum-accelerated computing methods, including a provisional patent filed for

quantum-enhanced Markov Chain Monte Carlo (MCMC) sampling to improve complex probability sampling in clinical research.

This technology

aims to reveal hidden structures in biological and patient data, enabling faster and more efficient clinical trial modeling, personalization

of treatment response, and broader insights across high-dimensional biological datasets

quantum inertial navigation systems and gyroscope technologies.

Gyro, a 40%-owned affiliate of Quantum X Labs, focuses on developing chip-scale nuclear magnetic resonance (NMR) gyroscope sensors that

detect rotation based on shifts in quantum precession frequencies.

These systems aim for ultra-low drift and high stability, crucial

for navigation where GPS signals are unavailable or jammed (e.g., subterranean, underwater, or defense environments).

next-generation quantum-based cyber and communication security.

Security, a 40%-owned affiliate of Quantum X Labs, builds quantum-native security technologies that leverage quantum principles to

enhance protections for communications, data systems, and critical infrastructure.

The subsidiary operates from a foundation of Quantum

X Labs’ error correction IP and broader quantum algorithm knowledge, aiming to strengthen cybersecurity against both classical

and future quantum threats.

Atom Accuracy

high-precision quantum timing and sensing systems.

Atom Accuracy, a 40%-owned affiliate of Quantum X Labs, concentrates on quantum-level measurement and timing technologies —

platforms that push beyond classical limits in precision and stability.

While details on products are emerging, this unit contributes

to timing, synchronization, and high-resolution measurement capabilities that can be applied in communications, sensing systems, and

advanced research

quantum centric supercomputing for advanced nuclear engineering.

Quantum, a 40%-owned subsidiary of Quantum X Labs, integrates quantum algorithms into established nuclear engineering workflows to overcome

the computational bottlenecks that slow reactor design, licensing, and long term operation.

Nuclear Quantum develops quantum ready algorithms

and hybrid frameworks that accelerate the core numerical problems inside nuclear simulation and optimization.

X Labs also operates a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize

and monetize digital online campaigns.

The Company, through its subsidiary, Gix Media, is focused on digital advertising operations for

ad search (the “Search Platform”).

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

optimize and monetize online campaigns.

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

campaigns and generate additional profits from their sites.

Through the Search Platform, the Company provides services to leading Search

Engines worldwide by developing, marketing and distributing software products to internet users.

The operations and activity on this

platform are powered by Gix Media.

November 2025, in addition to Gix Media’s Search Platform, the Company, through a previous majority-owned subsidiary of Gix Media,

Cortex, operated a digital content platform, which produced engaging content and marketing material in various languages to various target

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

marketing and advertising platforms.

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

Company, through its wholly-owned subsidiary, Metagramm, specializes in developing advanced writing assistance tools that leverage artificial

intelligence, machine learning, and natural language processing technologies.

Their flagship product, Bubbl, is an innovative writing

tool designed to provide personalized and customized text tailored to the user’s unique expression.

Unlike common AI writing tools

that often produce machine-like results, Bubbl offers a more human-like writing experience.

It supports various modes, including an interactive

re-write floating window mode, interactive inline mode, and a grammar-only mode.

Additionally, Bubbl caters to different writing needs

with specialized profiles for business, medical, academic, and blogging, each incorporating tailored assistance tools to facilitate the

writing process.

and Ticker Symbol Change

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.”

Israel Acquisition

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

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

to the Quantum Israel Shareholders an aggregate of up to 40.0% of our issued and outstanding capital stock as of December 15, 2025, inclusive

of the 800,000 shares of our common stock issuable by us in a private placement offering that we entered into in November 2025 (the “Private

Placement Shares”), consisting of (i) up to 2,666,000 shares of our common stock, representing 19.99% of our 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 our common stock, representing the balance of up to the 40.0%, as of December 15, 2025, less the Exchange Shares

(the “Exchange Pre-Funded Warrants”), 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

addition, pursuant to the Quantum Exchange Agreement, we may issue up to 12,702,847 additional shares of our common stock or pre-funded

warrants to purchase shares of our common stock (collectively, the “Earn-Out Securities”), upon the achievement of certain

milestones as follows:

(i) the issuance of up to 1,975,998 Earn-Out Securities upon the submission of five (5) patent applications including

provisional applications in total, across at least three (3) distinct sub-fields within the quantum sector, by Quantum Israel or any

of its Portfolio Companies (as defined in the Quantum Exchange Agreement) during the 18-month period following the Quantum Closing Date

(as defined below), (ii) the issuance of up to 3,436,519 Earn-Out Securities upon the closing of listing, public offering, or an M&A

Transaction (as defined in the Quantum Exchange Agreement) of any Portfolio Company of Quantum Israel, at a pre-money valuation of no

less than $20 million during the twenty four-month period following the Quantum Closing Date, and (iii) the issuance of up to 7,290,330

Earn-Out Securities upon the earlier of:

(1) a capital raise of at least $10 million into either the Company or Quantum Israel at a pre-money

valuation of no less than $250 million;

or (2) closing of any M&A Transaction of Quantum Israel, at a pre-money valuation not less

than $250 million during the 48-month period following the Quantum Closing Date.

Pursuant to the Quantum Exchange Agreement, the Earn-Out

Securities may become issuable to the Quantum Israel Shareholders only following the 12-month anniversary of the Quantum Closing Date,

and only upon achievement of the applicable earn-out milestones set forth above.

Exchange Shares and the shares of common stock issuable upon the exercise of the Exchange Pre-Funded Warrants issuable to the Quantum

Israel Shareholders will be subject to a 12-month lock-up period following the Quantum Closing Date, subject to certain exceptions.

Exchange Pre-Funded Warrants and the pre-funded warrants issuable as Earn-Out Securities are, or will be, immediately exercisable upon

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

transaction closed on March 4, 2026 (the “Quantum Closing Date”) and resulted in us acquiring 100% of Quantum Israel’s

issued and outstanding share capital on a fully diluted and post-closing basis and Quantum Israel becoming a majority-owned subsidiary

of the Company.

November 5, 2025, we entered into a securities purchase agreement (the “Original SPA”) with certain accredited investors

(the “Investors”) in connection with a private placement (the “November 2025 Private Placement”).

SPA as a closing condition had that we shall have entered into a definitive and binding agreement to acquire 100% of the share capital

on a fully diluted basis of Quantum Israel.

As of January 1, 2026, we had entered into a definitive and binding agreement to acquire

only 85.01% of the share capital on a fully diluted basis of Quantum Israel.

Accordingly, we and the Investors have amended certain terms

of the November 2025 Private Placement.

January 1, 2026, we entered into an amended and restated securities purchase agreement (the “November 2025 Purchase Agreement”)

with the Investors pursuant to which we issued and sold an aggregate of 800,000 shares of our common stock (the “November 2025

Private Placement Shares”).

Each November 2025 Private Placement Share was sold together with a number of warrants equal to the

80% of the total number of November 2025 Private Placement Shares sold in the November 2025 Private Placement, or in total warrants to

purchase up to an aggregate of 640,000 shares of our common stock (the “November 2025 Common Warrants” and together with

the November 2025 Private Placement Shares, the “November 2025 PIPE Securities”), at a combined purchase price of $1.75 per

November 2025 Private Placement Share and accompanying November 2025 Common Warrant.

The November 2025 Private Placement closed on March

4, 2026 (the “Closing Date”).

November 2025 Common Warrants are immediately exercisable upon issuance at an exercise price of $2.625 per share, subject to adjustment

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

The November 2025 Common Warrants may be exercised on a cashless

basis if there is no effective registration statement registering the shares of our common stock underlying the November 2025 Common

A holder of the November 2025 Common Warrants will not have the right to exercise any portion of its November 2025 Common Warrants

if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such

holder’s affiliates or any other persons whose beneficial ownership of shares of our common stock would be aggregated with the

holder’s or any of the holder’s affiliates), would beneficially own shares of common stock in excess of 4.99% of the number

of shares of common stock outstanding immediately after giving effect to such exercise.

connection with the November 2025 Purchase Agreement, we entered into a registration rights agreement on November 5, 2025 (the “November

2025 Registration Rights Agreement”) with the Investors.

Pursuant to the November 2025 Registration Rights Agreement, we are required

to file a resale registration statement (the “November 2025 Registration Statement”) with the SEC to register for resale

the November 2025 Private Placement Shares and the shares of our common stock issuable upon exercise of the November 2025 Common Warrants

within thirty (30) calendar days after the Closing Date (the “Filing Date”), and to have such Registration Statement declared

effective within sixty (60) calendar days after the Filing Date in the event the Registration Statement is not reviewed by the SEC, or

ninety (90) calendar days of the Filing Date in the event the November 2025 Registration Statement is reviewed by the SEC.

a shutdown or suspension of operations of the U.S.

federal government or the SEC, the Registration Statement cannot be declared effective,

the Corporation shall not be deemed to be in breach of the Registration Rights Agreement for failure to cause such Registration Statement

to be declared effective during such period.

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

Pure Capital Ltd.

(“the Advisor”)

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

The Company agreed

to pay a commission to the Advisor of (i) a cash fee of $150,000 and (ii) a warrant to purchase 40,000 shares of common stock (the “Advisor

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

The Advisor Warrant will

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

In addition, in connection with the closing of the

Private Placement Offering, the Company shall repay the outstanding loan amount owed to the Advisor pursuant to that certain Amended

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

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

interest as of such date.

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

fees payable to the Advisor and other offering expenses payable by the Company.

If the Warrants are exercised in cash in full this would

pursuant to which the Advisor provided advisory services in connection with the November 2025 Private Placement.

We paid a commission

to the Advisor of (i) a cash fee of $70,000 and (ii) a warrant to purchase 32,000 shares of our common stock (the “Advisor Warrant”),

which was conditioned upon the closing of the November 2025 Private Placement.

The Advisor Warrant has the same terms as the November

2025 Common Warrants.

In addition, in connection with the closing of the November 2025 Private Placement, we repaid $200,000 of the outstanding

loan amount owed to the Advisor pursuant to that certain Amended and Restated Facility Agreement, dated July 22, 2024, by and between

the Company and by and between certain lenders including the Advisor.

gross proceeds to us in respect of the November 2025 Private Placement were approximately $1.4 million, before deducting fees payable

to the Advisor and other offering expenses payable by us.

If the November 2025 Common Warrants are exercised in cash in full this would

result in an additional $1.68 million of gross proceeds.

2025 Private Placement

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

accredited investors pursuant to which the Company issued and sold in a private placement, (the “July 2025 Private Placement”)

an aggregate of 848,763 shares of common stock, pre-funded warrants to purchase up to 77,160 shares of common stock and common warrants

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

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

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

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

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

The common warrants may be exercised on a cashless

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

connection with the July 2025 Purchase Agreement, we entered into a registration rights agreement (the “July 2025 Registration

Rights Agreement”) with each investor.

Pursuant to the July 2025 Registration Rights Agreement, the Company was required to file

a resale registration statement with the SEC (the “July 2025 PIPE Registration Statement”) to register for resale the shares

of common stock issued in the July 2025 Private Placement and the shares of common stock issuable upon exercise of the pre-funded warrants

and common warrants issued in the July 2025 Private Placement within fourteen (14) trading days of the signing date of the July 2025

Purchase Agreement (the “July 2025 PIPE Signing Date”) and to have such July 2025 PIPE Registration Statement declared effective

within sixty (60) calendar days after the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is not reviewed

by the SEC, or ninety (90) calendar days of the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is

reviewed by the SEC.

The Company filed the July 2025 PIPE Registration Statement on July 23, 2025, which was declared effective by the

SEC on July, 31, 2025.

connection with the July 2025 Private Placement, the Company also entered into a letter agreement (the “July 2025 Placement Agent

Agreement”) with Aegis Capital Corp., as placement agent (the “Placement Agent”) dated July 11, 2025, pursuant to which

the Placement Agent agreed to serve as the placement agent for in connection with the July 2025 Private Placement.

The Company paid the

Placement Agent a cash placement fee equal to 7.0% of the gross proceeds received in the July 2025 Private Placement and $50,000 for

reasonable legal fees and disbursements for the Placement Agent’s counsel.

In addition, pursuant to the July 2025 Placement Agent

Agreement, the Company agreed to abide by certain customary standstill restrictions for a period of thirty (30) days following the later

of the closing of the July 2025 Private Placement and the date that the July 2025 PIPE Registration Statement is declared effective by

gross proceeds to the Company in respect of the July 2025 Private Placement were approximately $4.5 million, before deducting fees payable

to the Placement Agent and other offering expenses payable by us.

If the warrants are exercised in cash in full this would result in

an additional $4.4 million of gross proceeds.

of Insolvency Petition Against Gix Media

March 27, 2025, a petition (the “Petition”) was filed with the District Court of Tel Aviv-Jaffa (the “Court”)

for a court order to commence insolvency proceedings under the Insolvency and Economic Rehabilitation Law, 5778 – 2018 against

The Petition was filed by a primary service provider (the “Service Provider”) of Gix Media claiming that Gix Media

owes it approximately $260,000 (excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the

Service Provider.

July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Provider and other creditors of

Gix Media that joined the Petition (collectively, the “Service Providers”) with respect to the debts owed by Gix Media to

the Service Providers.

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

Media to the Service Providers.

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

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

As a result of such payment in full by

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

as of January 29, 2025, Gix Media and Leumi entered into a fifth addendum, to a certain financing agreement with Leumi for the provision

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

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

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

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

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

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

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

March 31, 2025 (the “Deposit Date”);

(iii) upon such deposit date, all deferred payments shall be immediately repaid using

the deposited amounts and any remaining amounts from any other sources;

(iv) all remaining future due payments will be repaid as scheduled

until the end of the updated terms of each long term bank loan.

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

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

On July 8, 2025, Gix Media and Leumi entered

into an agreement in respect of the Financing Agreement (the “July 2025 Repayment and Financing Agreement”), which further

extended the Deposit Date until October 1, 2025.

In connection with the July 2025 Repayment Financing Agreement, Gix Media agreed to

repay $2.4 million to Leumi by October 1, 2025.

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

1, 2025, Bank Leumi shall grant to Gix Media a loan in an amount equal to Gix Media’s then-current outstanding principal portion

of the loan plus interest, fees and expenses.

The loan shall accrue interest at Bank Leumi’s applicable rate as of October 1, 2025,

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

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

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

Adverse Effect

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

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

For additional information, see “Item 2.

Management’s Discussion

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

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

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

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

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

In connection with the foregoing, a significant customer of

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

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

November 9, 2025, Gix Media, Cortex Media Group Ltd.

(“Cortex”), and certain founders of Cortex (the “Founders”)

entered into a Share Purchase Agreement (the “Cortex Purchase Agreement”) with Pro Sportority (Israel) Ltd.

Sportority”), a subsidiary of Minute Media Inc.

(the “Minute Media”).

Pursuant to the Cortex Purchase Agreement, Pro

Sportority acquired from Gix Media all of the issued and outstanding share capital of Cortex held by Gix Media, constituting 80% of Cortex’s

issued and outstanding share capital, and, together with similar agreements entered into with the other shareholders of Cortex and the

cancellation of all outstanding options, warrants, and other convertible securities of the Cortex, which resulted in Pro Sportority owning

100% of Cortex’s issued and outstanding share capital on a fully diluted basis (the “Cortex Sale”).

The Cortex Sale

was signed and closed on November 9, 2025.

As a result, Cortex became a wholly-owned subsidiary of Pro Sportority and Cortex ceased being

a majority-owned direct subsidiary of Gix Media and an indirect subsidiary of the Company.

aggregate consideration payable to Gix Media is $800,000, consisting of (i) $200,000 in cash, and (ii) $600,000 in the form of 5,161

newly issued Preferred J Shares of Minute Media (the “Minute Media Shares”), the most senior class of preferred shares of

Minute Media.

Minute Media retains a call option to repurchase the Minute Media Shares from Gix Media under certain conditions, including

insolvency or a change of control of Gix Media.

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

a result of the Cortex Sale, Cortex is presented as discontinued operations in our consolidated financial statements for the three months

ended March 31, 2025.

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

1 unchanged sentence

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

On February 7, 2019, the

Company entered into a share exchange agreement (the “Recapitalization Transaction”) with Gix Internet Ltd.

(formerly known

as Algomizer Ltd.) (“Gix Internet”), pursuant to which, Gix Internet assigned, transferred and delivered 99.83% of its holdings

in Viewbix Ltd.

(“Viewbix Israel”), to the Company in exchange for shares of restricted common stock of the Company, which

resulted in Viewbix Israel becoming a subsidiary of the Company.

In connection with the Recapitalization Transaction, effective as of

July 26, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc.

to Viewbix Inc.

On December 15, 2025, the

Company entered into a securities exchange agreement with Quantum X Labs Ltd.

and certain of the shareholders of Quantum Israel pursuant

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

Quantum Israel became a wholly owned subsidiary of the Company.

The transaction closed on March 4, 2026.

On April 30, 2026, the Company

changed its name to Quantum X Labs Inc.

principal executive offices are located at:

3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel and our telephone number is +972-9-774-1505.

Our website address is www.view-bix.com .

The information contained on, or that can be accessed through, our websites is not incorporated

by reference into this prospectus and is intended for informational purposes only.

2 Jabotinsky St, Atrium Tower, 18th floor, Ramat Gan, Israel 5252903 and our telephone number

is +972-9-774-1505.

Our website address is https://quantumxlabs.xyz/.

The information contained on, or that can be accessed through,

our websites is not incorporated by reference into this prospectus and is intended for informational purposes only.

of Operations

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

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

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

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

The reasons for the decrease during the three months ended September

30, 2025 are due to the Cortex Adverse Effect.

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

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

The reasons for the decrease during the three months ended September

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

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

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

of Operations During the Three Months Ended March 31, 2026 as Compared to the Three Months Ended March 31, 2025

revenues were $353 thousand for the three months ended March 31, 2026, as compared to $529 thousand during the same period in the prior

revenues from Gix Media’s Search Platform for the three months ended March 31, 2026, totaled $343 thousand, as compared

to $529 thousand during the same period in the prior year.

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

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

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

the three months ended March 31, 2026, the number of search referrals to Gix Media’s major customer conducted by users from

the direct model was 3.7 million, as compared to 6.3 million during the three months ended March 31, 2025.

The decrease in user

search referrals is primarily due to changes and updates in internet browsers’ technology, which have reduced the scale of

distribution of the Company’s products through the direct model.

The Company anticipates that its revenues from add-ons to

internet browsers will continue to decrease due to changes and updates in internet browsers’ technology.

During the three

months ended March 31, 2026, the number of search referrals to the Gix Media’s major customer conducted by users from the

indirect model was 2.1 million, as compared to zero during the three months ended March 31, 2025.

While Gix Media’s revenues

from the direct model will continue to decrease its revenues from the search to search model, traffic referral services to search

engines through the referral of traffic of users who engage search ads generated by Gix Media, and its revenues from indirect model

will increase.

traffic-acquisition and related costs were $132 thousand for the three months ended March 31, 2026, a slight decrease as compared to

$134 thousand during the same period in the prior year.

The slight decrease was immaterial and primarily reflects normal period-to-period

fluctuations.

research and development expenses were $0 thousand for the three months ended March 31, 2026, as compared to $16 thousand during the

same period in the prior year.

The reason for the decrease in the three months ended March 31, 2026 is due to the expense reduction primarily

in salaries and professional services during the three months ended March 31, 2026.

selling and marketing expenses decreased to $25 thousand for the three months ended March 31, 2026, a slight increase as compared to

$20 thousand during the same period in the prior year.

The slight increase was immaterial and primarily reflects normal period-to-period

fluctuations.

general and administrative expenses were $500 thousand for the three months ended March 31, 2026, as compared to $197 thousand during

the same period in the prior year.

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

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

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

during the same period in the prior year.

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

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

The reason for the increase is due to higher professional services expenses in the period following

the uplisting to the Nasdaq Capital Market in June 2025 (the “Uplist”) in the three months ended March 31, 2026, as compared

to the same period in the prior year.

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

the same period in the prior year.

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

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

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

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

during the same period in the prior year.

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

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

Intangible assets and goodwill impairment losses recognized during

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

condensed consolidated financial statements ended September 30, 2025).

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

months ended September 30, 2024.

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

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

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

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

during the same period in the prior year.

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

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

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

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

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

in the prior year.

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

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

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

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

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

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

The reasons for the decrease during the nine months ended September

30, 2025 are due to the Cortex Adverse Effect.

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

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

The reasons for the decrease during the nine months

ended September 30, 2025, is due to:

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

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

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

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

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

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

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

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

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

the same period in the prior year.

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

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

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

depreciation and amortization expenses for the three months ended March 31, 2026, were $224 thousand as compared to $173 thousand during

the same period in the prior year.

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

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

period in the prior year.

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

The increase in depreciation and amortization expenses is attributable to the increase in depreciation

and amortization related to the acquisition of Metagramm on March 24, 2025.

During the three months ended March 31, 2026, the depreciation

and amortization expenses were recorded in full, compared to partial recognition during the same period prior year.

other expenses for the three months ended March 31, 2026, were $22 compared to $44 during the three months ended March 31, 2025.

expenses for the three months ended March 31, 2026, were primarily related to costs incurred in connection with the Quantum Israel acquisition.

Other expenses for the three months ended March 31, 2025, were primarily related

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

net financial expenses were $71 thousand for the three months ended March 31, 2026, as compared to $2,867 thousand net financial expenses

during the same period in the prior year.

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

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

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

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

The decrease during the three months ended March 31, 2026, is mainly attributable to financing

expenses during the three months ended March 31, 2025, related to financial instruments arising from the Company’s facility agreements,

which are measured at fair value.

income tax benefit was $16 thousand for the three months ended March 31, 2026, as compared to an income tax expenses of $42 thousand

during the same period in the prior year.

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

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

Both intangible assets and goodwill impairment losses recognized during the

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

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

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

months ended September 30, 2024.

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

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

Other expenses

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

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

the war in Israel.

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

period in the prior year.

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

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

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

Our income tax benefit was

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

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

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

The reason for the decrease in our income tax expense during the three months ended March 31,

2026, is due to the decrease in income before tax in the Search Platform.

loss from discontinued operations was $0 thousand in the three months ended March 31, 2026, as compared to $880 thousand for the

three months ended March 31, 2025.

For further details regarding the amounts recorded in respect of discontinued operations in the

three months ended March 31, 2025, please refer to note 3 to our Interim consolidated financial statements for the three months ended

March 31, 2026.

and Capital Resources

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

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

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

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

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

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

convertible loans.

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

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

of March 31, 2026, we had current assets of $2,894 thousand, consisting of $1,793 thousand in cash and cash equivalents, $45 thousand

restricted deposits, $355 thousand in accounts receivable, $377 thousand in other current assets and $324 thousand in related parties.

of March 31, 2026, we had non-current assets of $24,813 thousand, consisting of $9 thousand in deferred taxes, $44 thousand in property

and equipment net, $3,442 thousand in intangible assets, net, $600 thousand in financial assets measured at cost method and $20,718 thousand

in goodwill, of which $14,326 thousand arose from the acquisition of Quantum Israel.

of March 31, 2026, we had $4,243 thousand in current liabilities consisting of $1,111 thousand in accounts payable, $391 thousand in

government authorities, $268 thousand in earn-out payable, $500 thousand in other payables, $1,048 thousand in short term loans

and current maturities of long-term loans, $58 thousand in related parties and $867 thousand in short-term convertible loans.

of March 31, 2026, we had $1,779 thousand in non-current liabilities consisting of $663 thousand in deferred taxes, $390 thousand in

long term loans and $726 thousand in earn-out liability which arose from the acquisition of Metagramm.

of December 31, 2025, we had current assets of $1,652 thousand consisting of $1,018 thousand in cash and cash equivalents, $20 thousand

in restricted deposits, $1,832 thousand in accounts receivable, $1,257 thousand in other current assets and $3,981 thousand in the loan

to our Parent Company.

in restricted deposits, $315 thousand in accounts receivable and $299 thousand in other current assets.

of December 31, 2025, we had non-current assets of $9,105 thousand consisting of $12 thousand in deferred taxes, $56 thousand in property

and equipment net, $9,552 thousand in intangible assets net and $4,579 thousand in goodwill.

of December 31, 2024, we had $12,929 thousand in current liabilities consisting of $5,935 thousand in accounts payable, $812 thousand

in other payables, $5,374 thousand in short term loans and current maturities of a long-term loans, $29 thousand in embedded derivatives

and $779 thousand in short-term convertible loans.

of December 31, 2024, we had $1,530 thousand in non-current liabilities consisting of $496 thousand long-term loans and $1,034 thousand

in deferred taxes.

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

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

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

The decrease in the three months ended

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

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

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

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

The decrease in the nine months ended September

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

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

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

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

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

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

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

The increase in the three months

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

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

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

the prior year.

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

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

The increase in the nine months

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

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

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

and equipment net, $600 thousand in financial assets measured at cost method, $2,045 thousand in intangible assets net and $6,392 thousand

of December 31, 2025, we had $4,063 thousand in current liabilities consisting of $1,204 thousand in accounts payable, $355 thousand in government authorities, $201 thousand in earn-out payable, $395 thousand

in other payables, $1,041 thousand in short term loans and current maturities of a long-term loans and $867 thousand in short-term convertible

of December 31, 2025, we had $1,705 thousand in non-current liabilities consisting of $586 thousand long-term loans, $793 thousand in

earn out liability and $326 thousand in deferred taxes.

had a negative working capital of $1,349 thousand as compared to a negative working capital of $2,411 thousand as of March 31, 2026,

and December 31, 2025, respectively.

the three months ended March 31, 2026, we had a negative cash flow from operating activities from continuing operations of $604 thousand

as compared to a positive cash flow from operations of $191 thousand during the same period in the prior year.

The decrease in the three

months ended March 31, 2026 is mainly due to a decrease in changes in assets and liabilities items in an amount of $224 thousand during

the three months ended March 31, 2026, as compared an increase in the amount of $234 thousand during the three months ended March 31,

2025 mainly due to higher payments to the Company’s accounts payables during the three month period ended March 31, 2026, as compared

to the same period prior year.

the three months ended March 31, 2026, we had a positive cash flow from investment activities of $193 thousand which arose from the acquisition

of Quantum Israel, as compared to $12 thousand during the same period in the prior year.

the three months ended March 31, 2026, we had $1,211 thousand positive cash flow from financing activities as compared to $188 thousand

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

The increase in the three months ended March 31,

2026, was primarily due to $1,400 received under the November 2025 Purchase Agreement.

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

funds or raise funds through the issuance of shares of its common stock to affect a business combination.

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

floating lien on Gix Media’s assets;

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

a floating lien on Gix Media’s assets;

(2) a lien on Gix Media’s bank account in Leumi;

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holdings in Cortex.

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

Acquisition in October 2021, as follows:

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

unlimited in amount;

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

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

of the Company;

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

Subsequent to September 30, 2025,

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

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

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

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

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

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

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

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

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

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

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

(2) a subordination letter

signed by the company to Leumi;

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

and (4) a Deposit Account

Control Agreement over the Company’s bank accounts.

In addition, in connection with

the Cortex Sale, Gix Media provided Leumi a lien on the Minute Media Shares and Leumi released its lien on the shares of Cortex sold by

to the Financing Agreement, Gix Media undertook to meet a financial covenant over the life of the loans.

As of March 31, 2026, Gix Media

is in compliance with the financial covenant in connection with the Financing Agreement.

During the years ended December 31, 2024, and 2025 and the three months ended March 31, 2026, we experienced a decrease in our revenues from the Search Platforms and Cortex’s digital content

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

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

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

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

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

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

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

a result of such decreases, for the three months ended March 31, 2026, we recorded an operating loss from continuing operations of $550

thousand compared to $55 thousand during the three months ended March 31, 2025, and a net loss of $605 thousand compared to $3,844 thousand

during the three months ended March 31, 2025.

As of March 31, 2026, we had cash and cash equivalents $1,793 thousand, bank loans and

convertible loans of $2,305 thousand and an accumulated deficit of $46,652 thousand.

Such a decline in revenues raise a substantial doubt

about our ability to continue as a going concern during the 12-month period following the issuance date of our consolidated financial

statements for the three months ended March 31, 2026.

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

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as creation of new partnerships and other new income sources.

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

placement, through which it has raised capital.

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

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

Furthermore, on July 14, 2025, the Company closed a private placement transaction with certain accredited investors, pursuant to which

the Company received gross proceeds of $4.5 million.

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

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

related to the Quantum Acquisition.

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

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

For additional information, see “Item 2.

Management’s Discussion and Analysis of Financial

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

However, there is significant

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

In addition, the Company raised funds during 2025, increasing its cash

balance, as follows:

(1) pursuant to the consummation of the Uplist , the Company received during June and July 2025, aggregate gross

proceeds of $2,852 in connection with a private placement and three facility agreements, consisting of $630 from the receipt of additional

loans and $2,222 from the exercise of warrants 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.

Moreover, 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.

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

Interim consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to

continue as a going concern.

of Additional Capital

potential financing transactions may include the issuance of equity and/or debt securities including convertible debt, obtaining credit

facilities, or other financing mechanisms.

In the event that we seek to raise funds through additional private placements of equity or

convertible debt, the trading price of our common stock could be adversely affected.

Further, any adverse conditions in the financial

markets could make it more difficult to obtain future financing through the issuance of equity or debt securities when and if needed.

Even if we are able to raise a sufficient amount of funds that may be required, it is possible that we way incur unexpected costs and

expenses or experience unexpected cash requirements that would force us to seek additional and/or alternative financing.

we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have

rights, preferences or privileges senior to those of existing holders of our common stock.

If additional financing is not available or

is not available on acceptable terms, we may have to curtail our plan of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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What changed 10-Q

Item 2. Management’s Discussion and Analysis