QUANTUM X LABS INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________ Commission file number: 001-42681 QUANTUM X LABS INC. (Exact name of registrant as specified in its charter) Delaware 68-0080601 (State of (I.R.S. Employer Incorporation) Identification Number) 2 Jabotinsky St Atrium Tower , 18th floor Ramat Gan , Israel 5252903 (Address of Principal Executive Officers) (Zip Code) Registrant’s Telephone Number, Including Area Code: +972 - 9-774-1505 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $0.0001 per share QXL The Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ On August 13, 2026, the Registrant had 21,567,826 shares of common stock issued and outstanding. QUANTUM X LABS INC. TABLE OF CONTENTS Item Description Page PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 3 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS 40 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 51 ITEM 4. CONTROLS AND PROCEDURES 51 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 52 ITEM 1A. RISK FACTORS 52 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 52 ITEM 3. DEFAULT UPON SENIOR SECURITIES 52 ITEM 4. MINE SAFETY DISCLOSURE 52 ITEM 5. OTHER INFORMATION 52 ITEM 6. EXHIBITS 53 SIGNATURES 54 - 2 - PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS QUANTUM X LABS INC. (formerly known as Viewbix Inc.) INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2026 CONTENTS Page Interim Condensed Consolidated Balance Sheets (unaudited) 4 - 5 Interim Condensed Consolidated Statements of Operations (unaudited) 6 Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) 7 - 8 Interim Condensed Consolidated Statements of Cash Flows (unaudited) 9 - 11 Notes to the Interim Condensed Consolidated Financial Statements (unaudited) 12 - 39 - 3 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) U.S. dollars in thousands (except share data) As of June 30 As of December 31 Note 2026 2025 ASSETS CURRENT ASSETS Cash and cash equivalents 2,435 1,018 Restricted deposits 48 20 Accounts receivable 281 315 Related parties 339 - Other current assets 394 299 Total current assets 3,497 1,652 NON-CURRENT ASSETS Deferred taxes 5 12 Property and equipment, net 205 56 Investment in equity securities 6.A 600 600 Intangible assets, net 5 2,299 2,045 Goodwill 5 20,721 6,392 Investments accounted for using the equity method 3,840 - Total non-current assets 27,670 9,105 Total assets 31,167 10,757 The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 4 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.) U.S. dollars in thousands (except share data) As of June 30 As of December 31 Note 2026 2025 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 1,146 1,204 Government authorities 368 355 Earn-out payable 6,8 268 201 Short-term loans 7 262 260 Current maturities of long-term loans 7 781 781 Short-term convertible loans 7 667 867 Related parties 83 - Other payables 472 395 Total current liabilities 4,047 4,063 NON-CURRENT LIABILITIES Long-term loans, net of current maturities 7 195 586 Deferred taxes 416 326 Earn-out liability 6,8 726 793 Total non-current liabilities 1,337 1,705 Commitments and Contingencies 9 - - SHAREHOLDERS’ EQUITY Common stock of $ 0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 18,829,198 and 10,670,392 shares as of June 30, 2026, and December 31, 2025, respectively. 5 4 Additional paid-in capital 69,945 51,032 Accumulated deficit ( 44,167 ) ( 46,047 ) Equity attributed to shareholders of Quantum X Labs Inc. 25,783 4,989 Non-controlling interests - - Total equity 25,783 4,989 Total liabilities and shareholders’ equity 31,167 10,757 The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 5 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) U.S. dollars in thousands (except share data) Note 2026 2025 2026 2025 For the six months ended June 30, For the three months ended June 30, Note 2026 2025 2026 2025 Revenues 646 899 293 370 Costs and Expenses: Traffic-acquisition and related costs 266 184 134 50 Research and development 185 36 185 20 Selling and marketing 51 50 26 30 General and administrative 1,515 755 1,015 558 Depreciation and amortization 452 408 228 235 Other expenses, net 122 544 100 500 Operating loss ( 1,945 ) ( 1,078 ) ( 1,395 ) ( 1,023 ) Gain from deconsolidation of CliniQuantum 6.D 3,831 - 3,831 - Financial expenses, net 184 10,528 113 7,661 Income (loss) from continuing operations, before taxes 1,702 ( 11,606 ) 2,323 ( 8,684 ) Tax benefit ( 110 ) ( 25 ) ( 94 ) ( 67 ) Net income (loss) from continuing operations 1,812 ( 11,581 ) 2,417 ( 8,617 ) Net loss from discontinued operations - ( 4,681 ) - ( 3,801 ) Net income (loss) 1,812 ( 16,262 ) 2,417 ( 12,418 ) Less: net loss attributable to non-controlling interests ( 68 ) ( 936 ) ( 68 ) ( 760 ) Net income (loss) attributable to shareholders of Quantum X Labs Inc. 1,880 ( 15,326 ) 2,485 ( 11,658 ) Net income (loss) from continuing operations attributable to: Shareholders of Quantum X Labs Inc. 1,880 ( 11,581 ) 2,485 ( 8,617 ) Non-controlling interests ( 68 ) - ( 68 ) - Net loss from continuing operations 1,812 ( 11,581 ) 2,417 ( 8,617 ) Net loss from discontinued operations attributable to: Shareholders of Quantum X Labs Inc. - ( 3,745 ) - ( 3,041 ) Non-controlling interests - ( 936 ) - ( 760 ) Net loss from discontinued operations - ( 4,681 ) - ( 3,801 ) Net income (loss) per share from continuing operations attributed to shareholders: 11 Basic 0.15 ( 1.83 ) 0.17 ( 1.19 ) Diluted 0.10 ( 1.83 ) 0.12 ( 1.19 ) Net loss per share from discontinued operations – Basic and diluted attributed to shareholders: - ( 0.59 ) - ( 0.42 ) Total net income (loss) per share attributed to shareholders: 11 Basic 0.15 ( 2.42 ) 0.17 ( 1.61 ) Diluted 0.10 ( 2.42 ) 0.12 ( 1.61 ) Weighted average number of shares (*): Basic (*) 12,903,662 6,330,104 (*) 14,292,085 7,235,599 (*) Diluted (*) 19,043,862 6,330,104 (*) 20,074,625 7,235,599 (*) (*) Share 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.G). The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 6 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) U.S. dollars in thousands (except share data) Number Amount capital Deficit Shareholders Interests Equity Common stock Additional paid-in Accumulated Total Attributed to the company’s Non- Controlling Total Number Amount capital Deficit Shareholders Interests Equity Balance as of January 1, 2026 10,670,392 4 51,032 ( 46,047 ) 4,989 - 4,989 Net income (loss) - - - 1,880 1,880 ( 68 ) 1,812 Issuance of shares and warrants in connection with a private placement (see note 10.D) 800,000 - (* ) 1,330 - 1,330 - 1,330 Issuance of shares in connection with acquisition of a subsidiary (see note 6.C) 1,866,000 - (* ) 15,171 - 15,171 79 15,250 Deconsolidation of subsidiary upon loss of control (see note 6.D) - - - - - ( 11 ) ( 11 ) Exercise of warrants (see note 10.F) 5,492,806 1 2,412 - 2,413 - 2,413 Balance as of June 30, 2026 18,829,198 5 69,945 ( 44,167 ) 25,783 - 25,783 Common stock Additional paid-in Accumulated Total Attributed to the company’s Non- Controlling Total Number Amount capital Deficit Shareholders Interests Equity Balance as of April 1, 2026 13,336,392 4 67,533 ( 46,652 ) 20,885 79 20,964 Net income (loss) - - - 2,485 2,485 ( 68 ) 2,417 Deconsolidation of subsidiary upon loss of control (see note 6.D) - - - - - ( 11 ) ( 11 ) Exercise of warrants (see note 10.F) 5,492,806 1 2,412 - 2,413 - 2,413 Balance as of June 30, 2026 18,829,198 5 69,945 ( 44,167 ) 25,783 - 25,783 - 7 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) U.S. dollars in thousands (except share data) Number (**) capital Deficit Shareholders Interests Equity Common stock (**) Additional paid-in Accumulated Total Attributed to the company’s Non- Controlling Total Number Amount capital Deficit Shareholders Interests Equity Balance as of January 1, 2025 5,296,945 3 28,482 ( 22,714 ) 5,771 1,736 7,507 Net loss - - - ( 15,326 ) ( 15,326 ) ( 936 ) ( 16,262 ) Shares issued in connection with the Reverse Stock Split (see note 10.G) 14 - (* ) - - - - - Issuance of shares in connection with acquisition of a subsidiary (see note 6.B) 1,323,000 - (* ) 5,159 - 5,159 - 5,159 Issuance of shares and warrants in connection with conversion of loans (see notes 7.D, 7.E, 7.F) 922,957 - (* ) 11,072 - 11,072 - 11,072 Exercise of warrants (see notes 7.D, 7.E, 7.F, 10.B) 1,818,747 1 1,819 - 1,820 - 1,820 Redeem of loan to parent company (see note 4) - - - ( 4,048 ) ( 4,048 ) - ( 4,048 ) Share-based compensation 37,500 - (* ) 75 - 75 3 78 Balance as of June 30, 2025 9,399,163 4 46,607 ( 42,088 ) 4,523 803 5,326 Common stock (**) Additional paid-in Accumulated Total Attributed to the company’s Non- Controlling Total Number Amount capital Deficit Shareholders Interests Equity Balance as of April 1, 2025 6,619,959 3 33,641 ( 26,382 ) 7,262 1,563 8,825 Balance 6,619,959 3 33,641 ( 26,382 ) 7,262 1,563 8,825 Net loss - - - ( 11,658 ) ( 11,658 ) ( 760 ) ( 12,418 ) Net income (loss) - - - ( 11,658 ) ( 11,658 ) ( 760 ) ( 12,418 ) Issuance of shares and warrants in connection with conversion of loans (see notes 7.D, 7.E, 7.F) 922,957 - (* ) 11,072 - 11,072 - 11,072 Exercise of warrants (see notes 7.D, 7.E, 7.F, 10.B) 1,818,747 1 1,819 - 1,820 - 1,820 Redeem of loan to parent company (see note 4) - - - ( 4,048 ) ( 4,048 ) - ( 4,048 ) Share-based compensation 37,500 - (* ) 75 - 75 - 75 Balance as of June 30, 2025 9,399,163 4 46,607 ( 42,088 ) 4,523 803 5,326 Balance 9,399,163 4 46,607 ( 42,088 ) 4,523 803 5,326 (*) Represents an amount less than $1. (**) Share 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.G). The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 8 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) U.S. dollars in thousands (except share data) 2026 2025 2026 2025 For the six months ended June 30, For the three months ended June 30, 2026 2025 2026 2025 Cash flows from Operating Activities of Continuing Operations Net income (loss) 1,812 ( 16,262 ) 2,417 ( 12,418 ) Less: net loss from discontinued operations - 4,681 - 3,801 Net income (loss) from continuing operations 1,812 ( 11,581 ) 2,417 ( 8,617 ) Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities: Depreciation and amortization 452 408 228 235 Share-based compensation - 75 - 75 Deferred taxes ( 55 ) ( 32 ) ( 27 ) ( 24 ) Accrued interest, net 41 ( 15 ) 16 4 Interest income - ( 63 ) - ( 25 ) Amortization of loan discounts - 38 - 16 Change in the fair value of financial assets at fair value through profit or loss (see note 8) - 10,121 - 7,398 Amortization of deferred debt issuance costs (see notes 7.D. 7.E, 7.F) 6 134 2 66 Gain arising from deconsolidation of a subsidiary upon loss of control (see note 6.D) ( 3,831 ) - ( 3,831 ) - Changes in assets and liabilities items: Decrease in accounts receivable 34 206 74 85 Increase in other current assets ( 60 ) ( 106 ) ( 24 ) ( 53 ) Increase in related parties 89 - 89 - Increase (decrease) in accounts payable ( 133 ) 403 61 514 Decrease (increase) in other payables ( 21 ) 123 ( 67 ) ( 154 ) Net cash used in operating activities from continuing operations ( 1,666 ) ( 289 ) ( 1,062 ) ( 480 ) The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 9 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Cont.) U.S. dollars in thousands (except share data) For the six months ended June 30, For the three months ended June 30, 2026 2025 2026 2025 Cash flows from Investing Activities of Continuing Operations Purchase of property and equipment ( 186 ) - ( 186 ) - Deconsolidation of a subsidiary upon loss of control (see appendix B and note 6.D) ( 120 ) - ( 120 ) - Net cash from acquisition of subsidiaries (see appendix A and notes 6.B, 6.C) 193 12 - - Net cash provided by (used in) investing activities from continuing operations ( 113 ) 12 ( 306 ) - Cash flows from Financing Activities of Continuing Operations Receipt of short-term convertible loans - 630 - 630 Repayment of short-term convertible loans ( 200 ) - ( 200 ) - Receipt of short-term bank loans 2 4,277 - 2,248 Repayment of short-term bank loans - ( 3,263 ) ( 5 ) ( 1,698 ) Repayment of long-term bank loans ( 391 ) ( 1,327 ) ( 195 ) ( 669 ) Change in loan to former parent company - ( 4 ) - ( 10 ) Proceeds from issuance of shares and warrants in connection with the 2026 Private Placement (see note 10.D) 1,400 - - - Proceeds from exercise of warrants 2,413 1,820 2,413 1,820 Net cash provided by financing activities from continuing operations 3,224 2,133 2,013 2,321 Cash flows of Discontinued Operations Net cash used in operating activities from discontinued operations - ( 547 ) - 53 Net cash used in investing activities from discontinued operations - - - - Net cash provided by financing activities from discontinued operations - 170 - 27 Net cash used in discontinued operations - ( 377 ) - 80 Increase in cash and cash equivalents and restricted cash 1,445 1,479 645 1,921 Cash and cash equivalents and restricted cash at beginning of period 1,038 682 1,838 240 Cash and cash equivalents and restricted cash at end of period 2,483 2,161 2,483 2,161 Supplemental Disclosure of Cash Flow Activities: Cash paid during the period Taxes paid 12 5 10 4 Interest paid 63 265 29 124 Total cash paid during the period 75 270 39 128 Substantial non-cash activities: Redeem of loan to parent company - 4,048 - 4,048 Conversion of loans into shares and warrants - 922 - 922 Issuance of warrants in connection with the 2026 Private Placement (see note 10.D) 34 - - - Classification of Earn-out liability to Earn-out payable (see note 8) 67 - - - The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 10 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Cont.) U.S. dollars in thousands (except share data) Appendix A : As of March 4, 2026 Consolidation of Quantum Israel (see note 6.C): Net working capital other than cash and restricted deposits 211 Property and equipment 9 Goodwill 14,329 In-process research and development, net of deferred taxes 508 Non-controlling interests ( 79 ) Total consideration ( 15,171 ) Net cash acquired ( 193 ) Appendix B : As of June 4, 2026 Deconsolidation of subsidiary upon loss of control (see note 6.D): Net working capital other than cash and restricted deposits 100 Recognition of investment accounted for using the equity method 3,840 Non-controlling interests 11 Gain arising from deconsolidation upon loss of control ( 3,831 ) Net cash deconsolidated upon loss of control 120 The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 11 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 1: GENERAL A. Organizational Background Quantum X Labs Inc. (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. On January 29, 2018, the Company ceased its business operations in this field. On January 17, 2018, the Company formed a new wholly owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (“VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies. Effective as of March 7, 2018, the Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. VCT Israel ceased its business operation in 2019 and prior to consummation of the Recapitalization Transaction. On January 27, 2020, VCT Israel was sold to a third party for NIS 50 thousand (approximately $ 13 ). On 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 “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 in Viewbix Israel becoming a subsidiary of the Company. In connection with the Share Exchange Agreement, effective as of August 7, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc. Effective April 30, 2026, the Company. changed its name to Quantum X Labs Inc. B. Reorganization Transaction On December 5, 2021, the Company entered into a certain Agreement and Plan of Merger with Gix Media Ltd. (“Gix Media”), an Israeli 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”). On September 19, 2022, the Reorganization Transaction was consummated and as a result, all outstanding ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) were delivered to the Company in exchange for the Company’s shares of common stock, par value $ 0.0001 per share (“Common Stock”). 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, hold approximately 97% of the Company’s Common Stock, and Gix Media became a wholly owned subsidiary of the Company. - 12 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 1: GENERAL (Cont.) B. Reorganization Transaction (Cont.) In connection with the closing of the Reorganization Transaction, the Company filed an Amended and Restated Certificate of Incorporation (the “Amended COI”) with the Secretary of State of Delaware, effective as of August 31, 2022, pursuant to which, concurrently with the effectiveness of the Amended COI, the Company, among other things, effected a reverse stock split of its common stock at a ratio of 1-for-28 . As 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 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. C. Business Overview The Company and its subsidiaries (the “Group”) are focused on quantum technology, digital advertising and computing and enterprise artificial intelligence (AI) solutions. The Company, through its subsidiaries Gix Media and the former majority-owned subsidiary of Gix Media, Cortex Media Group Ltd. (“Cortex”), 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. 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. 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, 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). On 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 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). - 13 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 1: GENERAL (Cont.) C. Business Overview (Cont.) 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. On 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 Date”). 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). 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. 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. D. Impact of the War in Israel On 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. Although the United States and Iran have announced ceasefire and de-escalation arrangements from time to time, including a memorandum of understanding entered into on June 17, 2026 that contemplates the termination of military operations on multiple fronts, hostilities have resumed and may continue or escalate. 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 As 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. - 14 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 1: GENERAL (Cont.) E. Cortex Adverse Effect In April 2024, the Company was informed by Cortex that a significant customer of Cortex recently notified Cortex it will stop advertising on Cortex’s sites, as part of its policy decision to cease advertising on Made for Advertising (“MFA”) sites (the “Cortex Adverse Effect”). The Cortex Adverse Effect, which has materially affected Cortex’s business and operations, has occurred following certain recent developments relating to publishers that are categorized by a number of on-line advertisers as MFA, including decisions made by leading media on-line advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA. 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). F. Filing of Insolvency Petition Against Gix Media On 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 against Gix Media. The Petition was filed by a primary service provider of Gix Media (the “Service Provider”) alleging that Gix Media owes it approximately $ 260 (excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider. On 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. G. Nasdaq Uplisting On June 4, 2025, the Company’s shares of common stock were approved for listing on The Nasdaq Capital Market (“Nasdaq”). The Company’s shares began trading under the symbol “VBIX” on the Nasdaq on June 5, 2025 (the “Uplist Date”). The Company’s shares were previously quoted on the OTC Markets, Pink Tier under the symbol “VBIX”, and ceased to be quoted on the OTC Markets, Pink Tier at the close of business on June 4, 2025 (the “Uplist”). As a result of the Uplist, the Company received during June and July 2025, aggregate gross proceeds of $ 2,852 in connection with a private placement and three facility agreements, consisting of $ 630 from the receipt of additional loans and $ 2,222 from the exercise of warrants (see notes 7.D, 7.E, 7.F and 10.B). Effective 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.” - 15 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 1: GENERAL (Cont.) H. Going Concern During the years ended December 31, 2024, and 2025 and the six months ended June 30, 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 six months ended June 30, 2026, the Company recorded an operating loss from continuing operations of $ 1,945 compared to $ 1,078 during the six months ended June 30, 2025. As of June 30, 2026, the Company had cash and cash equivalents of $ 2,435 , bank loans of $ 1,238 and accumulated deficit of $ 44,167 . The decline in revenues and other circumstances described above raise substantial doubts about the Company’s ability to continue as a going concern during the 12-month period following the issuance date of these financial statements. Management’s response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research and development and selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well as creation of new partnerships and other new income sources. In addition, the Company 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). 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 (see note 10.D) and during June and July 2026, the Company received total proceeds of $ 2,413 and $ 1,505 , respectively, from the exercise of warrants (see notes 10.A, 10.C, 10.D, 12.A and 12.C). 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. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. - 16 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2025. B. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. C. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, stock-based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. - 17 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) D. Significant Accounting Policies The 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. E. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s interim condensed consolidated financial statements. NOTE 3: DISCONTINUED OPERATIONS On 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. The components of the loss from discontinued operations for the six and three months ended June 30, 2025, in the consolidated statements of income consisted of the following: SCHEDULE OF DISCONTINUED OPERATIONS For the six months ended June 30, 2025 For the three months ended June 30, 2025 Revenues 4,115 1,911 Costs and Expenses: Traffic-acquisition and related costs 4,019 1,830 Research and development 236 105 Selling and marketing 356 160 General and administrative 74 18 Depreciation and amortization 1,092 546 Impairment of intangible assets and goodwill (a) 3,150 3,150 Operating loss 4,812 3,898 Financial income, net ( 3 ) ( 39 ) Loss from discontinued operations before taxes 4,809 3,859 Income tax benefit ( 128 ) ( 58 ) Net loss from discontinued operations 4,681 3,801 (a) As of June 30, 2025, the Company identified indicators of impairment of the digital content reporting unit. As a result, the Company performed an impairment test which included a quantitative analysis of the fair value of the reporting unit. The fair value was estimated using the income approach, which is based on the present value of the future cash flows attributable to the reporting unit. The Company compared the fair value of the reporting unit to its carrying amount. As the carrying amount exceeded the fair value, the Company recognized an impairment loss of $ 3,150 which was driven mainly due to the Cortex Adverse Effect (see note 1.E) and due to a decrease in the cash flow projections. - 18 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) N OTE 4: LOAN TO FORMER PARENT COMPANY On 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). On 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 . As 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 period ended June 30, 2025. For the six months ended June 30, 2025, Gix Media recognized interest income in the amount of $ 63 . NOTE 5: GOODWILL AND INTANGIBLE ASSETS, NET A. Composition: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS In-process research and development Internal-use Software Customer Relations Technology Goodwill Total Cost: Balance as of January 1, 2026 - 465 1,260 3,073 6,392 11,190 Consolidation of Quantum Israel (note 6.C) 660 - - - 14,329 14,989 Balance as of June 30, 2026 660 465 1,260 3,073 20,721 26,179 Accumulated amortization: Balance as of January 1, 2026 - 465 592 1,696 - 2,753 Amortization recognized during the period - - 140 266 - 406 Balance as of June 30, 2026 - 465 732 1,962 - 3,159 Amortized cost: As of June 30, 2026 660 - 528 1,111 20,721 23,020 Internal-use Software Customer Relations Technology Goodwill Total Cost: Balance as of January 1, 2025 465 870 2,523 1,083 4,941 Cost, beginning balance 465 870 2,523 1,083 4,941 Consolidation of Metagramm (note 6.B) - 390 550 5,309 6,249 Balance as of December 31, 2025 465 1,260 3,073 6,392 11,190 Cost, ending balance 465 1,260 3,073 6,392 11,190 Accumulated amortization: Balance as of January 1, 2025 429 351 1,192 - 1,972 Accumulated amortization, beginning balance 429 351 1,192 - 1,972 Amortization recognized during the period 36 241 504 - 781 Balance as of December 31, 2025 465 592 1,696 - 2,753 Accumulated amortization, ending balance 465 592 1,696 - 2,753 Amortized cost: As of December 31, 2025 - 668 1,377 6,392 8,437 Amortized cost - 668 1,377 6,392 8,437 - 19 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 5: GOODWILL AND INTANGIBLE ASSETS, NET (Cont.) B. Impairment of intangible assets and goodwill: As 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. NOTE 6: BUSINESS COMBINATION A. Cortex Acquisition and Sale On 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. On 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. The 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. 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 Cortex Closing Date. B. Metagramm Acquisition: On 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”). In 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 notes 10.C, 10.D). - 20 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 6: BUSINESS COMBINATION (Cont.) B. Metagramm Acquisition: (Cont.) Fair Value of Metagramm’s Identifiable Assets and Liabilities: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Cash and cash equivalents 12 Other current assets 18 Net working capital other than cash and restricted deposits Property and equipment 106 Goodwill arising from the acquisition 5,309 Technology, net of deferred taxes 424 In-process research and development, net of deferred taxes Non-controlling interests Customer Relations, net of deferred taxes 300 Total cost of the acquisition 6,169 Earn-out liability arising from the acquisition 1,010 Total liabilities 1,010 Consideration paid in Company’s shares and pre-funded warrants Contingent consideration to be paid in Earn-Out Securities Consideration paid in Company’s shares 5,159 The 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. The goodwill that arose from the acquisition consists of synergies expected from the activities of the Company and Metagramm. The estimation of the fair value of these intangible assets was determined using the income approach, which is based on the present value of the future cash flows attributable to each identifiable intangible asset. The estimation of the fair value of the earn-out liability was calculated based on Monte Carlo method. Other current assets were estimated to have fair values that approximate their carrying values due to the short-term maturities of these instruments. The estimated useful lives for the acquired technology and customer relations of Metagramm Acquisition are 5 years and 2.5 years, respectively. The goodwill will not be deductible for income tax purposes. C. Quantum Israel Acquisition: On 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”). - 21 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 6: BUSINESS COMBINATION (Cont.) C. Quantum Israel Acquisition: (Cont.) In 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. On 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. Fair Value of Quantum Israel’s Identifiable Assets and Liabilities: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Cash and cash equivalents and restricted deposits 193 Net working capital other than cash and restricted deposits 211 Property and equipment 9 Goodwill arising from the acquisition 14,329 In-process research and development, net of deferred taxes 508 Non-controlling interests ( 79 ) Total cost of the acquisition 15,171 Consideration paid in Company’s shares and pre-funded warrants 10,670 Contingent consideration to be paid in Earn-Out Securities 4,501 Total Consideration 15,171 The 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. Management’s 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 Date. The 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 $ 4,501 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. - 22 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 6: BUSINESS COMBINATION (Cont.) D. Deconsolidation of CliniQuantum As of the Quantum Closing Date, CliniQuantum Ltd. (“CliniQuantum”) was a subsidiary of Quantum Israel. On June 3, 2026, a third-party completed the acquisition of 54.01% of the issued and outstanding ordinary shares of CliniQuantum from certain CliniQuantum shareholders, following which Quantum Israel lost control of CliniQuantum. Upon loss of control, Quantum Israel determined that it exercised significant influence over CliniQuantum. Accordingly, the investment in CliniQuantum was accounted for under the equity method and measured at its fair value of $ 3,840 . The fair value of the investment in CliniQuantum was determined based on a valuation that reflects transactions in CliniQuantum shares. As a result, the Company recognized a gain from deconsolidation of $ 3,831 in the condensed consolidated statements of operations for the six months ended June 30, 2026. Quantum Israel is in the process of allocating the difference between the carrying amount of its investment in CliniQuantum and its proportionate share of CliniQuantum’s underlying net assets to the identifiable assets and liabilities of CliniQuantum. While Quantum Israel used its best estimates and assumptions as part of this allocation process to accurately value the CliniQuantum’s assets and liabilities, these estimates are inherently uncertain and subject to refinement as the guidance allows a measurement period of up to one year from June 3, 2026, to make adjustments to this preliminary allocation. Since Quantum Israel elected to recognize the proportionate share of its equity method, there was no impact from these allocations on the Company’s condensed consolidated statements of operations for the six months ended June 30, 2026. NOTE 7: LOANS A. Composition of long-term loans, short-term loans, and credit lines of the Group: The following is the composition of the balance of the Group’s loans according to their nominal value: SCHEDULE OF COMPOSITION OF BALANCE OF GROUP’S LOANS Interest rate As of June 30, 2026 As of December 31, 2025 Short-term bank loans – Gix Media SOFR + 4.95 % 262 260 Short-term bank loans SOFR + 4.95 % 262 260 Long-term bank loan, including current maturity – Gix Media (received on July 10, 2025) SOFR + 4.92 % 976 1,367 Long-term loan SOFR + 4.92 % 976 1,367 Short-term convertible loans – June 2024 Facility Agreement – Quantum X Labs Inc. 12 % 667 867 Bank loan 1,905 2,494 B. Gix Media’s Financing Agreement and short-term loans: On 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 , 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). On February 4, 2025, Gix Media and Leumi entered into a fifth addendum to the Financing Agreement, which was effective as of January 29, 2025, according to which, inter alia: (i) the Gix Media Credit Line was extended to March 31, 2025; (ii) the repayment the outstanding principal amounts of 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 will be immediately repaid using the deposited amounts and any remaining amounts from any other sources; (iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each 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 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. On 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. 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”) according to which, inter alia: (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. - 23 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS (Cont.) B. Gix Media’s Financing Agreement and short-term loans: (Cont.) In July 2025, Gix Media repaid a total of $ 2.4 million to Leumi in accordance with the July 2025 Repayment and Financing Agreement. As a result, the outstanding balance of the existing short-term loan of $ 1,948 and the long-term loans under the Financing Agreement were extinguished on July 10, 2025. On the same date, Gix Media received a new loan in the amount of $ 1,562 to be repaid in 24 consecutive monthly payments beginning in October 2025, at an annual interest rate of SOFR + 4.92% . As of June 30, 2026, Gix Media has drawn $ 262 of the Gix Media Credit Line. C. Long term loan and issuance of warrants: On 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. The terms of the 2023 Loan were substantially amended on June 18, 2024, by the June 2024 Facility Agreement (see note 7.D). These amendments represented a substantial modification in accordance with ASC Topic 470. Accordingly, the terms modification was accounted for as an extinguishment of the original financial liability and the initial recognition of new financial instruments issued at their fair value as of the effective date of the June 2024 Facility Agreement. On December 31, 2025, all 2023 Warrants were expired. D. June 2024 Facility Agreement: On June 18, 2024, the Company entered into a credit facility agreement with a group of lenders including a lead lender (the “June 2024 Lead Lender”, and collectively, the “June 2024 Lenders”) for an amount of up to $ 1.0 million which was amended and restated on July 22, 2024 (the “June 2024 Facility Agreement”). The June 2024 Facility Agreement also includes $ 531 of 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: (a) $350 upon the date of the June 2024 Facility Agreement, (b) $150 upon submitting a prospectus for the registration of shares to be issued to the June 2024 Lenders, and (c) $500 upon the completion of the Uplist. The Total Credit Facility Amount will accrue interest at a rate of 12 % per annum, to be paid in advance. - 24 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS (Cont.) D. June 2024 Facility Agreement (Cont.): The interest for the first year of the June 2024 Facility Agreement, which was equal to $ 184 , was paid by the Company in advance in: (a) 183,679 shares of the Company’s common stock, reflecting a value of $ 1.00 per share for each dollar of interest accrued on the Total Credit Facility Amount, and (b) 183,679 warrants to purchase 183,679 shares of the Company’s common stock at an exercise price of $ 1.00 per share. The warrants will be exercisable for a 3 three-year period from the date of the June 2024 Facility Agreement. Immediately following the effectiveness of the Uplist, $ 663 of the Total Credit Facility Amount will be automatically converted into units, which will include shares of common stock at a conversion rate of $ 1.00 per share, equal to an aggregate of 662,957 shares of common stock and the same amount of warrants to purchase 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 Uplist Date. During the term of the June 2024 Facility Agreement, some of the June 2024 Lenders whose portion of the Total Credit Facility Amount is not automatically converted as part of the Uplist will have the right to convert their portion of the Total Credit Facility 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 362,004 shares of common stock and the same amount of warrants to purchase 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 date. In addition, the Company paid to the June 2024 Lead Lender a commission consisting of: (a) 50,000 shares of common stock of the Company, (b) 50,000 warrants to purchase 50,000 shares of common stock of the Company at an exercise price of $ 1.00 per share (c) 625,000 warrants for the purchase of 625,000 shares of common stock with an exercise price of $ 4.00 per share (“June 2024 Lead Lender Fee Warrants”). The June 2024 Lead Lender Fee Warrants are exercisable for a three-year period from the date of the June 2024 Facility Agreement. The June 2024 Lead Lender Fee Warrants, which were exercisable immediately after the closing of the June 2024 Facility Agreement, were allocated subject to certain ownership restrictions, adjustments, and anti-dilution protections. 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. The conversion related features of the June 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each balance sheet date. Loans received in connection with the June 2024 Facility Agreement were initially recorded at their fair value and subsequently measured at cost. The shares and warrants issued as prepayment of interest and as commission to the June 2024 Lead Lender were initially recognized at fair value and classified in equity. - 25 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS (Cont.) D. June 2024 Facility Agreement (Cont.): In 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. The June 2024 Lead Lender Fee Warrants were initially recognized in fair value at the amount of $ 1,833 and classified as a liability measured at fair value at each balance sheet date. Following the closing of the 2024 Private Placement (see note 10.B) and the adjustments made to the number of shares in the June 2024 Lead Lender Fee Warrants as part of the June 2024 Facility Agreement, the June 2024 Lead Lender Fee Warrants were reclassified to equity. On June 5, 2025, upon completion of the Uplist, the Company drew additional $ 500 of the Total Credit Facility Amount (the “Additional Amount”). 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 date. The Additional Amount 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. During June and July 2025, out of 896,636 warrants granted under the June 2024 Facility Agreement, 722,495 warrants were exercised into 722,495 shares of common stock. The Company received total proceeds of $ 722 upon exercise of the warrants. In June 2026, 2,680,000 of the June 2024 Lead Lender Fee Warrants were exercised into 2,680,000 shares of common stock. The Company received total proceeds of $ 1,265 upon exercise of the warrants (see also note 13.C). In April 2026, the Company repaid $ 200 of the Additional Amount to the June 2024 Lead Lender. In July 2026, $ 589 of the Total Credit Facility Amount was converted into 588,553 shares and warrants, including the remaining $ 300 of the Additional Amount (see also note 13.D). E. First July 2024 Facility Agreement On July 4, 2024, the Company entered into a credit line agreement with a certain lender (the “First July 2024 Facility Agreement”). Under the First July 2024 Facility Agreement and amendments from July 22, 2024, and July 25, 2024, the lender will provide a total credit line of $ 2.5 million (the “First July 2024 Facility Loan Amount”), which will be available for use as follows: (a) $50 upon the date of the First July 2024 Facility Agreement, (b) $50 upon the Uplist, and (c) after the Uplist, $200 will be available for use on a quarterly basis until the total amount reaches $ 2.5 million. The First July 2024 Facility Agreement will remain available until the earliest of: (a)(1) full utilization of the First July 2024 Facility Loan Amount, (a)(2) after 36 months from the date of the First July 2024 Facility Agreement, and (b) upon such date that the Company completes a $ 2.0 million financing transaction (the “First July 2024 Facility Term”). In the event the First July 2024 Facility Term lapses, the First July 2024 Facility Loan Amount will be repaid to the lender immediately (see note 10.C). - 26 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS (Cont.) E. First July 2024 Facility Agreement (Cont.) The First July 2024 Facility Agreement Amount accrued interest at a rate of 12 % per annum. The interest for the first year was paid in advance 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 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 3 three-year period from the date of the First July 2024 Facility Agreement. Immediately after the Uplist, $ 100 from the First July 2024 Facility Loan Amount will be automatically converted into common stock of the Company at an exercise price of $ 1.00 per share. Additionally, the Company will issue an identical number of warrants to purchase common stock of the Company at an exercise price of $ 1.00 per share. Furthermore, 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. The 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. In 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 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 First July 2024 Facility Agreement. Deferred debt issuance costs amounted to $ 315 as of December 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). Under 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. The warrants were recorded at fair value and were classified as equity. During June 2025, all 650,000 warrants granted under the First July 2024 Facility Agreement were exercised into 650,000 shares of common stock. The Company received total proceeds of $ 650 upon exercise of the warrants. On July 14, 2025, following the closing of the July 2025 Private Placement and the proceeds received by the Company (see note 10.C), the First July 2024 Facility Agreement was terminated. - 27 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS (Cont.) F. Second July 2024 Facility Agreement On July 28, 2024, the Company entered into a credit line agreement with certain lenders (the “Second July 2024 Facility Agreement”) for a total amount of $ 3.0 million (the “Second July 2024 Facility Loan Amount”). The Second July 2024 Facility Loan Amount will remain available until the earliest of: (a) (1) full utilization of the Second July 2024 Facility Loan Amount, (a)(2) after 40 months from the date of Second July 2024 Facility Agreement, and (b) upon such date that the Company completes a $ 2.5 million financing transaction. The 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 in: (a) 360,000 shares of the Company’s common stock, reflecting a share price of $ 1.00 per share for each dollar of interest accrued on the total amount, and (b) 360,000 warrants to purchase 360,000 shares of common stock of the Company at an exercise price of $ 1.00 per share. The warrants are exercisable for three years from the date of the Second July 2024 Facility Agreement. Starting from the second year of the Second July 2024 Facility Agreement, the interest will be paid in cash to the lenders. Immediately after the Uplist, $ 160 out of the Second July 2024 Facility Loan Amount will be automatically converted into common stock of the Company at an exercise price of $ 1.00 per share. Additionally, the Company will issue an identical number of warrants to purchase common stock of the Company at an exercise price of $ 1.00 per share. Furthermore, the Company paid the lenders of the Second July 2024 Facility Agreement a one-time fee consisting of 150,000 shares of common stock of the Company, which represents a fee of five percent ( 5 %) of the Second July 2024 Facility Loan Amount at a share price of $ 1.00 per share. The conversion related features of the Second July 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each balance sheet date. In 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 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 year ended December 31, 2025, following the termination of the Second July 2024 Facility Agreement (see note 10.C). - 28 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS (Cont.) F. Second July 2024 Facility Agreement (Cont.) Under 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 Date. The warrants were recorded at fair value and were classified as equity. During June 2025, all 520,000 warrants granted under the Second July 2024 Facility Agreement were exercised into 520,000 shares of common stock. The Company received total proceeds of $ 520 upon exercise of the warrants. On July 14, 2025, following the closing of the July 2025 Private Placement and the proceeds received by the Company (see note 10.C), the Second July 2024 Facility Agreement was terminated. NOTE 8: FINANCIAL INSTRUMENTS AT FAIR VALUE Financial instruments: The 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). On 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. The following table presents the financial instruments that were measured at fair value through profit or loss: SCHEDULE OF FINANCIAL INSTRUMENTS Earn-out liability Balance as of January 1, 2026 793 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 to equity Earn-out payable amounts upon achieving financing milestone in connection with Metagramm Acquisition (see notes 6.B, 10.D) ( 67 ) Balance as of June 30, 2026 726 Embedded derivatives Earn-out liability Balance as of January 1, 2025 29 - Beginning balance 29 - Earn-out liability recorded in connection with Metagramm Acquisition (see note 6.B) - 1,010 Earn-out payable amounts upon achieving financing milestone in connection with Metagramm Acquisition (see note 6.B) - ( 201 ) Net changes at fair value recognized through profit or loss 10,121 ( 16 ) Embedded derivatives converted to equity ( 10,150 ) - Balance as of December 31, 2025 - 793 Ending balance - 793 - 29 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 9: COMMITMENTS AND CONTINGENCIES Liens: On 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: (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 connection with the Cortex Transaction, Gix Media has provided several liens under the Financing Agreement with Leumi, as follows: (1) a floating lien on Gix Media’s assets; (2) a lien on Gix Media’s bank account in Leumi; (3) a lien on Gix Media’s rights under the Cortex Transaction; (4) a fixed lien on Gix Media’s intellectual property; and (5) a lien on Gix Media’s full holdings in Cortex. On 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. Gix Media and Quantum Israel’s restricted deposits, in the amounts of $ 23 and $ 25 , respectively, as of June 30, 2026, are held as security in respect of credit cards and rented offices. NOTE 10: SHAREHOLDERS’ EQUITY A. Shares of Common Stock: Shares 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. On 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.B). On June 5, 2025, following the Uplist and as part of the June 2024 Facility Agreement, $ 663 of the Total Credit Facility Amount was converted into an aggregate of 662,957 shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $ 1.00 per share. In addition, during June and July 2025, out of 896,636 warrants granted under the June 2024 Facility Agreement, 722,495 warrants were exercised into 722,495 shares of common stock (see note 7.D). On 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 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.E). - 30 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 10: SHAREHOLDERS’ EQUITY (Cont.) A. Shares of Common Stock: (Cont.) On 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 7.F). On 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. In June 2026, out of 5,296,610 warrants granted under the June 2024 Facility Agreement to the June 2024 Lead Lender (see note 7.D), 2,680,000 warrants were exercised into 2,680,000 shares of common stock. The Company received total proceeds of $ 1,265 upon exercise of the warrants. B. 2024 Private Placement On 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 of $ 1.00 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. 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. The aggregate gross proceeds received by the Company from the 2024 Private Placement were $ 257 . Following the Uplist Date, out of 385,332 warrants granted under the 2024 Private Placement, 328,142 warrants were exercised during June and July 2025 into 328,142 shares of common stock. The Company received total proceeds of $ 328 upon exercise of the warrants. C. July 2025 Private Placement On July 11, 2025, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company issued and sold in a private placement, (the “July 2025 Private Placement”) an aggregate of 848,763 shares of common stock, pre-funded warrants to purchase up to 77,160 shares of common stock and common warrants to purchase up to an aggregate of 925,923 shares of common stock, at an offering price of $ 4.86 per share of common stock and associated common warrant and an offering price of $ 4.8599 per pre-funded warrant and associated common warrant. The pre-funded warrants were immediately exercisable upon issuance at an exercise price of $ 0.0001 per share and will not expire until exercised in full. 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 common stock underlying the common warrants. In 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 paid a cash placement fee equal to 7.0 % of the gross proceeds and $ 50 for reasonable legal fees and disbursements. The July 2025 Private Placement closed on July 14, 2025. The aggregate gross proceeds received by the Company on the closing date were $ 4,500 . The Company incurred share issuance costs of $ 477 which were recognized as a reduction of additional paid-in capital. - 31 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 10: SHAREHOLDERS’ EQUITY (Cont.) C. July 2025 Private Placement (Cont.) In connection with the closing of the July 2025 Private Placement and the related proceeds, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement were 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). On September 5, 2025, 20,576 pre-funded warrants were exercised into 20,576 shares of common stock. In June 2026, 77,576 common warrants were exercised into 77,576 shares of common stock. The Company received total proceeds of $ 368 upon exercise of the warrants. D. 2026 Private Placement On 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. In connection with the 2026 Private Placement, the Company also entered into an advisory agreement, as amended, with L.I.A. Pure Capital Ltd. (“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). The 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 672,000 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. In 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). In April 2026, the Company paid the Advisor the Fee and repaid the Loan Repayment. In June 2026, out of 672,000 warrants granted under the 2026 Private Placement, 297,143 warrants were exercised into 297,143 shares of common stock. The Company received total proceeds of $ 780 upon exercise of the warrants (see also note 13.B). E. Quantum Israel Acquisition On March 4, 2026, pursuant to the Quantum Israel Acquisition (see not 6.C), 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. In June 2026, 2,438,088 pre-funded warrants were exercised into 2,438,087 shares of common stock. - 32 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 10: SHAREHOLDERS’ EQUITY (Cont.) F. Warrants: The following table summarizes information of outstanding warrants as of June 30, 2026: SCHEDULE OF OUTSTANDING WARRANTS Warrants Warrant Term Exercise Price Exercisable Class J Warrants 32,584 July 2029 53.76 32,584 Class K Warrants 32,584 July 2029 89.60 32,584 June 2024 Facility Agreement Warrants (note 7.D) 174,141 June 2027 1.00 174,141 June 2024 Lead Lender Fee Warrants (note 7.D) 2,616,610 June 2027 0.472 2,616,610 2024 PIPE Warrants (note 10.B) 57,190 July 2027 1.00 57,190 2025 July Private Placement - pre-funded warrants (note 10.C) 56,584 Until exercised in full 0.00 56,584 2025 July Private Placement – common warrants (note 10.C) 848,347 January 2031 4.74 848,347 2026 Private Placement - common warrants (note 10.D) 374,857 March 2031 2.625 374,857 Quantum Israel Acquisition - pre-funded warrants (note 10.E) 2,009,507 Until exercised in full 0.00 2,009,507 Total 6,202,404 6,202,404 The following table summarizes the activity in outstanding warrants during the six months ended June 30, 2026: Warrants outstanding as of January 1, 2026 Warrants granted Warrants Exercised Warrants outstanding as of June 30, 2026 Class J Warrants 32,584 - - 32,584 Class K Warrants 32,584 - - 32,584 June 2024 Facility Agreement Warrants (note 7.D) 174,141 - - 174,141 June 2024 Lead Lender Fee Warrants (note 7.D) 5,296,610 - ( 2,680,000 ) 2,616,610 2024 PIPE Warrants (note 10.B) 57,190 - - 57,190 2025 July Private Placement - pre-funded warrants (note 10.C) 56,584 - - 56,584 2025 July Private Placement – common warrants (note 10.C) 925,923 - ( 77,576 ) 848,347 2026 Private Placement - common warrants (note 10.D) - 672,000 ( 297,143 ) 374,857 Quantum Israel Acquisition - pre-funded warrants (note 10.E) - 4,447,595 ( 2,438,088 ) 2,009,507 Total 6,575,616 5,119,595 ( 5,492,807 ) 6,202,404 G. Reverse Stock Split: On July 15, 2024, the Company filed an amendment to its Amended COI to effect a 1-for-4 reverse stock split of the Company’s Common Stock (the “Reverse Stock Split”). The Reverse Stock Split became effective on March 14, 2025. As a result of the Reverse Stock Split, every 4 outstanding shares of the Company’s common stock were converted into 1 share of the Company’s common stock. The Reverse Stock Split did not change the par value of the Company’s common stock or the number of its authorized shares. Share 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. - 33 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 10: SHAREHOLDERS’ EQUITY (Cont.) H. Share option plan : On March 2, 2023, the Board approved the adoption of the 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan permits the issuance of up to (i) 625,000 shares of Common Stock, plus (ii) an annual increase equal to the lesser of (A) 5 % of the Company’s outstanding capital stock on the last day of the immediately preceding calendar year; and (B) such smaller amount as determined by the Board, provided that no more than 625,000 shares of Common Stock may be issued upon the exercise of Incentive Stock Options. If any outstanding awards expire, are canceled or are forfeited, the underlying shares would be available for future grants under the 2023 Plan. The 2023 Plan provides for the grant of stock options, restricted stock, restricted stock units, stock or other stock-based awards, under various tax regimes, including, without limitation, in compliance with Section 102 and Section 3(i) of the Israeli Income Tax Ordinance (New Version) 5271-1961, and for awards granted to United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 and Section 409A of the United States Internal Revenue Code of 1986. In connection with the adoption of the 2023 Plan, on March 7, 2023, the Company entered into certain intercompany reimbursement agreements with two of its subsidiaries, Viewbix Israel and Gix Media (the “Recharge Agreements”). The Recharge Agreements provide for the offer of awards under the 2023 Plan to employees or service providers of Viewbix Israel and Gix Media (the “Affiliates”) under the 2023 Plan. Under the Recharge Agreements, the Affiliates will each bear the costs of awards granted to its employees or its service providers under the 2023 Plan and will reimburse the Company upon the issuance of shares of Common Stock pursuant to an award, for the costs of shares issued, but in any event not prior to the vesting of an award. The reimbursement amount will be equal to the lower of (a) the book expense for such award as recorded on the financial statements of one of the respective Affiliates, determined and calculated according to U.S. GAAP, or any other financial reporting standard that may be applicable in the future, or (b) the fair 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. On 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. - 34 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 11: EARNING (LOSS) PER SHARE Basic net earnings (loss) per share is computed by dividing net earnings (loss) attributable to ordinary shareholders of Quantum X Labs Inc. by the weighted average number of shares of common stock outstanding for the reporting periods. Diluted net earnings (loss) per share is computed by dividing net earnings (loss) attributable to ordinary shareholders of Quantum X Labs Inc including adjustment of the interest expenses on the Company’s convertible loans, by the weighted-average number of shares of common stock and the potential dilutive common shares outstanding during the period. Diluted shares outstanding include the dilutive effect of in-the-money warrants using the treasury stock method and the potential conversion of the Company’s convertible loans into shares. For the six and three months ended June 30, 2025, the Company reported a net loss, therefore did not take into account dilutive effect. As a result, the basic net loss per share was equal to the dilutive net loss per share. The following table presents the numerator and denominator of the basic and diluted net loss per share computations: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE 2026 2025 2026 2025 For the six months ended June 30, For the three months ended June 30, 2026 2025 2026 2025 Numerator: Numerator for basic earnings per share: Net income (loss) attributable to Quantum X Labs Inc shareholders 1,880 ( 15,326 ) 2,485 ( 11,658 ) Effect of dilutive securities: Interest expenses on convertible loans 43 - 17 - Numerator for diluted earnings per share: Adjusted net income (loss) 1,923 ( 15,326 ) 2,502 ( 11,658 ) Denominator: Denominator for basic earnings per share: Weighted average shares 12,903,662 6,330,104 14,292,085 7,235,599 Effect of dilutive securities: Warrants and converted loans 6,140,200 - 5,782,540 - Dilutive potential common shares 6,140,200 - 5,782,540 - Denominator for diluted earnings per share: Adjusted weighted average shares 19,043,862 6,330,104 20,074,625 7,235,599 Basic earnings (loss) per share attributable to Quantum X Labs Inc shareholders 0.15 ( 2.42 ) 0.17 ( 1.61 ) Diluted earnings (loss) per share attributable to Quantum X Labs Inc shareholders 0.10 ( 2.42 ) 0.12 ( 1.61 ) - 35 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 12: SEGMENT REPORTING The Group operates in such a way that each company in the Group represents a one separate business segment. These business segments currently do not include Metagramm’s operations as they do not meet the segment definition criteria. Search 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. Digital 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 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). Quantum technology segment – the quantum technology segment 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 sensors. The quantum technology segment activity is conducted by Quantum Israel. The segments’ results include items that directly serve and/or are used by the segment’s business activity and are directly allocated to the segment. As such they do not include depreciation and amortization expenses for intangible assets created at the time of the purchase of those companies and financing expenses incurred on loans taken for the purpose of purchasing those companies. Therefore, these items are not allocated to the various segments. The chief executive officer, who is the Company’s chief operating decision maker (“CODM”), assesses performance for these segments and decides how to allocate resources based the segments’ operating income or loss and income or loss before tax. Segments’ assets and liabilities are not reviewed by the CODM and therefore were not reflected in the segment reporting. The significant expense categories comprising segments profit and loss regularly reviewed by the CODM for the periods ended June 30, 2026 and 2025 are set forth in the table below. - 36 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 12: SEGMENT REPORTING (Cont.) A substantial portion of non-current assets is derived from Israel and a substantial portion of revenues is derived from the United States. Segments revenues and operating results: SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS Search segment Quantum technology segment Adjustments and eliminations (See below) Total For the six months ended June 30, 2026 Search segment Quantum technology segment Adjustments and eliminations (See below) Total Revenues from external customers 626 - 20 646 Traffic-acquisition and related 266 - - 266 Research and development expenses - 185 - 185 Sales and marketing expenses 51 - - 51 General and administrative expenses 90 444 981 1,515 Depreciation and amortization - - 452 452 Other expenses (income), net 133 ( 50 ) 39 122 Segment operating income (loss) 86 ( 579 ) ( 1,452 ) ( 1,945 ) Gain from deconsolidation of a subsidiary - - 3,831 3,831 Financial expenses (income), net ( 81 ) 25 ( 128 ) ( 184 ) Segment income (loss), before income taxes 5 ( 554 ) 2,251 1,702 Search Segment Adjustments and eliminations (See below) Total For the six months ended June 30, 2025 Search Segment Adjustments and eliminations (See below) Total Revenues from external customers 883 16 899 Traffic-acquisition and related costs 184 - 184 Research and development expenses 36 - 36 Sales and marketing expenses 50 - 50 General and administrative expenses 145 610 755 Depreciation and amortization - 408 408 Other expenses, net - 544 544 Segment operating income (loss) 468 ( 1,546 ) ( 1,078 ) Financial expenses, net ( 40 ) ( 10,488 ) (*) ( 10,528 ) Segment income (loss), before income taxes 428 ( 12,034 ) ( 11,606 ) Search segment Quantum technology segment Adjustments and eliminations (See below) Total For the three months ended June 30, 2026 Search segment Quantum technology segment Adjustments and eliminations (See below) Total Revenues from external customers 283 - 10 293 Traffic-acquisition and related 134 - - 134 Research and development expenses - 185 - 185 Sales and marketing expenses 26 - - 26 General and administrative expenses 37 444 534 1,015 Depreciation and amortization - - 228 228 Other expenses (income), net 127 ( 50 ) 23 100 Segment operating income (loss) ( 41 ) ( 579 ) ( 775 ) ( 1,395 ) Gain from deconsolidation of a subsidiary - - 3,831 3,831 Financial expenses (income), net ( 77 ) 25 ( 61 ) ( 113 ) Segment income (loss), before income taxes ( 118 ) ( 554 ) 2,995 2,323 Search Segment Adjustments and eliminations (See below) Total For the three months ended June 30, 2025 Search Segment Adjustments and eliminations (See below) Total Revenues from external customers 354 16 370 Traffic-acquisition and related costs 50 - 50 Research and development expenses 20 - 20 Sales and marketing expenses 30 - 30 General and administrative expenses 70 488 558 Depreciation and amortization - 235 235 Other expenses, net - 500 500 Segment operating income (loss) 184 ( 1,207 ) ( 1,023 ) Financial expenses, net ( 35 ) ( 7,626 ) (*) ( 7,661 ) Segment income (loss), before income taxes 149 ( 8,833 ) ( 8,684 ) (*) Mainly 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). - 37 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 12: SEGMENT REPORTING (Cont.) The “adjustments and eliminations” column for segment operating income includes unallocated selling, general, and administrative expenses and certain items which management excludes from segment results when evaluating segment performance, as follows: SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS For the six months ended June 30, 2026 For the six months ended June 30, 2025 Depreciation and amortization expenses not attributable to segments (**) ( 452 ) ( 408 ) Revenues, research and development expenses, sales and marketing expenses, general and administrative expenses and other expenses, net not attributable to the segments (***) ( 1,000 ) ( 1,138 ) Gain from deconsolidation of a subsidiary 3,831 - 2,379 ( 1,546 ) For the three months ended June 30, 2026 For the three months ended June 30, 2025 Depreciation and amortization expenses not attributable to segments (**) ( 228 ) ( 235 ) Revenues, research and development expenses, sales and marketing expenses, general and administrative expenses and other expenses, net not attributable to the segments (***) ( 547 ) ( 972 ) Gain from deconsolidation of a subsidiary 3,831 - 3,056 ( 1,207 ) (*) Mainly 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). (**) Mainly consist of technology and customer relations amortization costs from business combinations. (***) Mainly consist of general and administrative expenses such as salaries and related expenses and professional services. - 38 - QUANTUM X LABS INC. (formerly known as Viewbix Inc.) NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 13: SUBSEQUENT EVENTS The Company has evaluated subsequent events from June 30, 2026, through August 13, 2026, the date of issuance of these financial statements: A. On July 8, 2026, the Company issued 4,894 shares of common stock to a former consultant as settlement of amounts owed for services previously provided. B. On July 9, 2026, 228,571 warrants of the 2026 PIPE Warrants (see note 10.D) were exercised into 228,571 shares of common stock. The Company received total proceeds of $ 600 upon exercise of the warrants. C. During July 2026, 1,916,610 of the June 2024 Lead Lender Fee Warrants (see note 7.D) were exercised into 1,916,610 shares of common stock. The Company received total proceeds of $ 905 upon exercise of the warrants. D. On July 29, 2026, $ 589 of the Total Credit Facility Amount (see note 7.D) was converted into units, which included 588,553 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 3 three-year period from the issuance date of the warrants. - 39 - ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS Special Note Regarding Forward-Looking Statements The following management’s discussion and analysis section should be read in conjunction with the Company’s unaudited financial statements as of June 30, 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 on Form 10-Q (this “Quarterly Report”). Our reporting currency and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S. dollars. Forward-Looking Statements This 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. Words such 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 statements. 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: ● our ability to achieve milestones, and/or technological advancements, including with respect to executing on our technology roadmap and developing practical applications; ● the potential of quantum computing and estimated market size and market growth including with respect to our long-term business strategies for quantum computing as a service; ● the early-stage and rapidly evolving nature of the quantum computing industry; ● uncertainty regarding the scalability, reliability and practical application of quantum technologies; ● our expectations regarding the development, commercialization and adoption of quantum computing technologies; ● our ability and timeline to monetize our investments in quantum computing, if at all, ● 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 service; ● our 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 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 with our credit and debtholders; - 40 - ● our subsidiaries’ future performance, including our ability to instill potential measures to assist Gix Media Ltd. (“Gix Media”), Metagramm Software Ltd. (“Metagramm”) and Quantum X Labs Ltd. (“Quantum Israel”) in mitigating future economic harm; ● our ability to realize the benefits of our acquisitions of Quantum Israel and Metagramm; ● our 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; ● entry 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; and ● our ability to implement our strategic initiatives, expansion plans and continue to innovate our existing products and services; ● our ability to grow and manage growth profitably, maintain relationships with customers and suppliers and retain our management and key employees; ● our ability to maintain the listing of our common stock on the Nasdaq Capital Market; ● changes 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; ● the 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; ● adverse 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; ● macroeconomic conditions, including global economic and geopolitical conditions, military conflicts, government shutdowns, disruptions to and volatility and uncertainty in the credit and financial markets, uncertainty in levels of future economic activity, inflation and interest rates; ● 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. The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with which may cause our actual results to differ from those anticipated in our forward-looking statements. For a discussion of these and other risks that relate to our business and investing in our common stock, you should carefully review the risks and uncertainties described in this Quarterly Report, and those contained in section captioned “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026 (the “Annual Report”). The Company’s actual results could differ materially from those contemplated in these forward-looking statements as a result of these factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report. Overview and Background Quantum X Labs Inc. (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 customers. 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 technology. - 41 - Quantum Technology The 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. Quantum 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. Quantum 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 sensors Quantum 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. Strategy Quantum X Labs’ model of distinct subsidiaries under one umbrella is designed to: ● Isolate 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. ● Improve 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. ● Build 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. ● Enable strategic partnerships : Structuring teams as independent operating entities facilitates collaborations with academic institutions, government labs, and industry partners across different verticals. - 42 - Portfolio Companies and Segments ● Quantum Transportation Focus : quantum error correction and decoding infrastructure for quantum hardware. Quantum 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 Computing- Cold Atom Architecture Focus : A quantum computer based on cold atom architecture for high-performance quantum processing unit. A Quantum X Labs activity whose platform leverages advanced laser cooling technology combined with dynamically reconfigurable optical tweezer arrays. This architecture enables rapid, high-fidelity loading of large- scale qubit registers, extended coherence times, and native support for high-performance Rydberg-mediated two-qubit gates. ● CliniQuantum Focus : 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 Gyro Focus : quantum inertial navigation systems and gyroscope technologies. Quantum 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). ● QuantumQ Security Focus : next-generation quantum-based cyber and communication security. QuantumQ 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. ● Quantum Atom Accuracy Focus : high-precision quantum timing and sensing systems. Quantum 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 - 43 - ● Nuclear Quantum Focus : quantum centric supercomputing for advanced nuclear engineering. Nuclear 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. Digital Advertising Quantum 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. Until 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. Enterprise AI The 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. Recent Developments Name and Ticker Symbol Change Effective 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.” Quantum Israel Acquisition On 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 shares. - 44 - In 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. The 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. The 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. The 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 wholly-owned subsidiary of the Company. As of June 30, 2026, 2,438,088 Exchange Pre-Funded Warrants were exercised into 2,438,087 shares of our common stock. November 2025 PIPE On 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”). The Original 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. On 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”). - 45 - The 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 Warrants. 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. In 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. If, due to 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. We also entered into an advisory agreement (the “Advisory Agreement”) with L.I.A. Pure Capital Ltd. (“the Advisor”) 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. Aggregate 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. As of June 30, 2026, 297,143 November 2025 Common Warrants were exercised for aggregate gross proceeds of approximately $0.78 million. Conversion of June 2024 Credit Facility On July 29, 2026, we issued 588,553 shares of our common stock and warrants to purchase 588,553 shares of our common stock to certain lenders in connection with the conversion of an aggregate of $589 thousand of outstanding principal under a credit facility agreement entered into in June 2024. As a result of the conversion and issuance of the shares, $73 thousand remains outstanding under the credit facility. The warrants have an exercise price of $1.00 per share and a term of three years from the date of issuance. Corporate Information We were 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. 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. Our principal executive offices are located at: 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. - 46 - Results of Operations Results of Operations During the Three Months Ended June 30, 2026 as Compared to the Three Months Ended June 30, 2025 Our revenues were $293 thousand for the three months ended June 30, 2026, as compared to $370 thousand during the same period in the prior year. Our revenues from Gix Media’s Search Platform for the three months ended June 30, 2026, totaled $283 thousand, as compared to $354 thousand during the same period in the prior year. During the three months ended June 30, 2026, our revenues from the direct model were $207 thousand, as compared to $354 thousand during the three months ended June 30, 2025. The decrease in revenues from the direct model 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 June 30, 2026, our revenues from the indirect model were $76 thousand, as compared to $0 thousand during the three months ended June 30, 2025. The increase in revenues from the indirect model is due to an increase in our revenues from third party strategic partners. Our traffic-acquisition and related costs were $134 thousand for the three months ended June 30, 2026, as compared to $50 thousand during the same period in the prior year. The increase in the traffic-acquisition and related costs is primarily due to the increase in our revenues from third party strategic partners and search to search model. Our research and development expenses were $185 thousand for the three months ended June 30, 2026, as compared to $20 thousand during the same period in the prior year. The reason for the increase in the three months ended June 30, 2026 is due to the consolidation of Quantum Israel’s financial statements following our acquisition of Quantum Israel in March 2026. Our selling and marketing expenses were $26 thousand for the three months ended June 30, 2026, a slight decrease as compared to $30 thousand during the same period in the prior year. Our general and administrative expenses were $1,015 thousand for the three months ended June 30, 2026, as compared to $558 thousand during the same period in the prior year. 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 June 30, 2026, as compared to the same period in the prior year and the consolidation of Quantum Israel’s financial statements following our acquisition of Quantum Israel in March 2026. Our depreciation and amortization expenses for the three months ended June 30, 2026, were $228 thousand a slight decrease as compared to $235 thousand during the same period in the prior year. Our other expenses for the three months ended June 30, 2026, were $100 thousand compared to $500 thousand during the three months ended June 30, 2025. Other expenses for the three months ended June 30, 2026, were primarily related to costs incurred in connection with the Quantum Israel acquisition. Other expenses for the three months ended June 30, 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. Our gain from deconsolidation of a subsidiary for the three months ended June 30, 2026, was $3,831 thousand as compared to $0 thousand during the same period in the prior year. The gain from deconsolidation of a subsidiary recognized during the three months ended June 30, 2026, resulted from the loss of control of CliniQuantum following the sale by certain CliniQuantum shareholders of approximately 54.01% of CliniQuantum’s outstanding equity to a third party in J une 2026. For further details please refer to note 6.D to our interim consolidated financial statements for the six months ended June 30, 2026. Our net financial expenses were $113 thousand for the three months ended June 30, 2026, as compared to $7,661 thousand net financial expenses during the same period in the prior year. The decrease during the three months ended June 30, 2026, is mainly attributable to financing expenses during the three months ended June 30, 2025, related to financial instruments arising from the Company’s facility agreements, which are measured at fair value. - 47 - Our tax benefit was $94 thousand for the three months ended June 30, 2026, as compared to $67 thousand during the same period in the prior year. The reason for the increase in our tax benefit during the three months ended June 30, 2026, is due to the decrease in income before tax in the Search Platform. Net loss from discontinued operations was $0 thousand for the three months ended June 30, 2026, as compared to $3,801 thousand for the three months ended June 30, 2025. For further details regarding the amounts recorded in respect of discontinued operations in the three months ended June 30, 2025, please refer to note 3 to our interim consolidated financial statements for the six months ended June 30, 2026. Results of Operations During the Six Months Ended June 30, 2026 as Compared to the Six Months Ended June 30, 2025 Our revenues were $646 thousand for the six months ended June 30, 2026, as compared to $899 thousand during the same period in the prior year. Our revenues from Gix Media’s Search Platform for the six months ended June 30, 2026, totaled $626 thousand, as compared to $883 thousand during the same period in the prior year. During the six months ended June 30, 2026, our revenues from the direct model were $453 thousand, as compared to $883 thousand during the six months ended June 30, 2025. The decrease in revenues from the direct model 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 six months ended June 30, 2026, our revenues from the indirect model were $173 thousand, as compared to $0 thousand during the six months ended June 30, 2025. The increase in revenues from the indirect model is due to an increase in our revenues from third party strategic partners. Our traffic-acquisition and related costs were $266 thousand for the six months ended June 30, 2026, as compared to $184 thousand during the same period in the prior year. The increase in the traffic-acquisition and related costs is primarily due to the increase in our revenues from third party strategic partners and search to search mode. Our research and development expenses were $185 thousand for the six months ended June 30, 2026, as compared to $36 thousand during the same period in the prior year. The reason for the increase in the six months ended June 30, 2026, is due to the consolidation of Quantum Israel’s financial statements following our acquisition of Quantum Israel in March 2026. Our selling and marketing expenses slightly increased to $51 thousand for the six months ended June 30, 2026, as compared to $50 thousand during the same period in the prior year. Our general and administrative expenses were $1,515 thousand for the six months ended June 30, 2026, as compared to $755 thousand during the same period in the prior year. The reason for the increase is due to higher professional services expenses in the period following the Uplist in the six months ended June 30, 2026, as compared to the same period in the prior year and the consolidation of Quantum Israel’s financial statements following our acquisition of Quantum Israel in March 2026. Our depreciation and amortization expenses for the six months ended June 30, 2026, were $452 thousand as compared to $408 thousand during the same period in the prior year. 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 six months ended June 30, 2026, the depreciation and amortization expenses were recorded in full, compared to partial recognition during the same period prior year. - 48 - Our other expenses for the six months ended June 30, 2026, were $122 thousand compared to $544 thousand during the six months ended June 30, 2025. Other expenses for the six months ended June 30, 2026, were primarily related to costs incurred in connection with the Quantum Israel acquisition. Other expenses for the six months ended June 30, 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. Our gain from deconsolidation of a subsidiary for the six months ended June 30, 2026, was $3,831 thousand as compared to $0 thousand during the same period in the prior year. The gain from deconsolidation of a subsidiary recognized during the six months ended June 30, 2026 resulted from the loss of control of CliniQuantum following the sale by certain CliniQuantum shareholders of approximately 54.01% of CliniQuantum’s outstanding equity to a third party in June 2026. For further details please refer to note 6.D to our interim consolidated financial statements for the six months ended June 30, 2026. Our net financial expenses were $184 thousand for the six months ended June 30, 2026, as compared to $10,528 thousand net financial expenses during the same period in the prior year. The decrease during the six months ended June 30, 2026, is mainly attributable to financing expenses during the six months ended June 30, 2025, related to financial instruments arising from the Company’s facility agreements, which are measured at fair value. Our tax benefit was $110 thousand for the six months ended June 30, 2026, as compared $25 thousand during the same period in the prior year. The reason for the increase in our tax benefit during the six months ended June 30, 2026, is due to the decrease in income before tax in the Search Platform. Net loss from discontinued operations was $0 thousand for the six months ended June 30, 2026, as compared to $4,681 thousand for the six months ended June 30, 2025. For further details regarding the amounts recorded in respect of discontinued operations in the six months ended June 30, 2025, please refer to note 3 to our interim consolidated financial statements for the six months ended June 30, 2026. Liquidity and Capital Resources As of June 30, 2026, we had current assets of $3,497 thousand, consisting of $2,435 thousand in cash and cash equivalents, $48 thousand restricted deposits, $281 thousand in accounts receivable, $394 thousand in other current assets and $339 thousand in related parties. As of June 30, 2026, we had non-current assets of $27,670 thousand, consisting of $5 thousand in deferred taxes, $205 thousand in property and equipment net, $2,299 thousand in intangible assets net, $600 thousand in investment in equity securities and $20,721 thousand in goodwill and $3,840 thousand arose from Investments accounted for using the equity method. As of June 30, 2026, we had $4,047 thousand in current liabilities consisting of $1,146 thousand in accounts payable, $368 thousand in government authorities, $268 thousand in earn-out payable, $472 thousand in other payables, $1,043 thousand in short term loans and current maturities of long-term loans, $83 thousand in related parties and $667 thousand in short-term convertible loans. As of June 30, 2026, we had $1,337 thousand in non-current liabilities consisting of $416 thousand in deferred taxes, $195 thousand in long term loans and $726 thousand in earn-out liability which arose from the acquisition of Metagramm. As 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, $315 thousand in accounts receivable and $299 thousand in other current assets. As 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, $600 thousand in investment in equity securities, $2,045 thousand in intangible assets net and $6,392 thousand in goodwill. As 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 loans. - 49 - As 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. We had a negative working capital of $550 thousand as compared to a negative working capital of $2,411 thousand as of June 30, 2026, and December 31, 2025, respectively. During the three months ended June 30, 2026, we had a negative cash flow from operating activities from continuing operations of $1,062 thousand as compared to $480 thousand during the same period in the prior year. The increase during the three months ended June 30, 2026, is mainly attributable to higher payments of accounts payable, as compared to the same period in the prior year. During the six months ended June 30, 2026, we had a negative cash flow from operating activities from continuing operations of $1,666 thousand as compared to $289 thousand during the same period in the prior year. The increase during the six months ended June 30, 2026, is mainly attributable to higher payments of accounts payable, as compared to the same period in the prior year. During the three months ended June 30, 2026, we had a negative cash flow from investment activities from continuing operations of $306 thousand, mainly used for the purchase of property and equipment, as compared to $0 during the same period in the prior year. During the six months ended June 30, 2026, we had a negative cash flow from investment activities from continuing operations of $113 thousand, primarily due to the purchase of property and equipment, partially offset by the acquisition of Quantum Israel, as compared to a positive cash flow from investment activities from continuing operations of $12 thousand during the same period in the prior year, which arose from the Metagramm Acquisition. During the three months ended June 30, 2026, we had $2,013 thousand positive cash flow from financing activities from continuing operations as compared to $2,321 thousand during the same period in the prior year. The decrease during the three months ended June 30, 2026, was primarily due to lower amount of net bank loans receipt during the three months period ended June 30, 2026, as compared to the same period prior year. During the six months ended June 30, 2026, we had $3,224 thousand positive cash flow from financing activities from continuing operations as compared to $2,133 thousand during the same period in the prior year. The increase during the six months ended June 30, 2026, was primarily due to $1,400 thousand received under the November 2025 Purchase Agreement. There 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. Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a floating lien on Gix Media’s assets; (2) a lien on Gix Media’s bank account in Leumi; (3) a lien on Gix Media’s rights under the Cortex Transaction; (4) a fixed lien on Gix Media’s intellectual property; and (5) a lien on all of Gix Media’s holdings in Cortex. The 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. - 50 - 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 Gix Media. According to the Financing Agreement, Gix Media undertook to meet a financial covenant over the life of the loans. As of June 30, 2026, Gix Media is in compliance with the financial covenant in connection with the Financing Agreement. Going Concern During the years ended December 31, 2024, and 2025 and the six months ended June 30, 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. As a result of the foregoing, the Company’s operations were adversely affected. As a result of such decreases, for the six months ended June 30, 2026, we recorded an operating loss from continuing operations of $1,945 thousand compared to $1,078 thousand during the six months ended June 30, 2025. As of June 30, 2026, we had cash and cash equivalents of $2,435 thousand, bank loans and convertible loans of $1,905 thousand and an accumulated deficit of $44,167 thousand. Such a decline in revenues raises a substantial doubt about our ability to continue as a going concern during the 12-month period following the issuance date of this Quarterly Report. Management’s response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research and development, selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well as creation of new partnerships and other new income sources. In addition, the Company 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 thousand in connection with a private placement and three facility agreements, consisting of $630 thousand from the receipt of additional loans and $2,222 thousand 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 and during June and July 2026, the Company received total proceeds of $2,413 thousand and $1,505 thousand, respectively from the exercise of warrants. However, there is significant uncertainty as to whether the Company will be able to secure additional funds when needed. Our Interim consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Availability of Additional Capital Our 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. Further, if 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. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required for smaller reporting companies. ITEM 4. CONTROLS AND PROCEDURES A. Evaluation of Disclosure Controls and Procedures As of June 30, 2026, the Company’s co-chief executive officers and chief financial officer, conducted an evaluation (the “Evaluation”) regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon the Evaluation, as required by Rules 13a-15 or 15d-15, the Company’s co-chief executive officers and chief financial officer concluded that, and pursuant to the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), the Company’s disclosure controls and procedures were effective as of the end of June 30, 2026. B. Changes in Internal Control over Financial Reporting With the inclusion of the financial information of Quantum Israel beginning in our interim financial statements included in Form 10-Q for the quarterly period ended March 31, 2026, we will be required to implement internal controls over financial reporting with respect to processes and procedures underlying the financial information of Quantum Israel. Other than the aforesaid, there were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. - 51 - PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company, threatened against or affecting the Company, our common stock, our officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. ITEM 1A. RISK FACTORS Our business faces many risks, a number of which are described under the caption “Risk Factors” in our Annual Report. Other than as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report. The risks described in our Annual Report and below may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our Annual Report or described below occurs, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our Annual Report and below, and the information contained under the caption “Forward-Looking Statements” and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities. Management has concluded that there is substantial doubt about our ability to continue as a going concern, and our consolidated financial statements for the quarter ended June 30, 2026 include a going concern disclosure as to our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all. Because we have had recurring losses and negative cash flows from operating activities, substantial doubt exists regarding our ability to remain as a going concern at the same level at which we are currently performing. Accordingly, our consolidated financial statements for the quarter ended June 30, 2026 include an explanatory paragraph as to our potential inability to continue as a going concern. The doubts regarding our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all. We may not realize the anticipated benefits of the acquisitions of Quantum X Labs Ltd. or Metagramm. In March 2026, we acquired Quantum Israel, a company that focuses 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, and security whose 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. In March 2025, we acquired Metagramm, a company that specializes in developing advanced writing assistance tools and licenses its products on a subscription basis. Quantum Israel’s and Metagramm’s products and revenue models differ from those of our current platforms. We may not be able to assimilate or integrate the acquired personnel, operations, products, services, and technologies of Quantum Israel or Metagramm successfully or effectively manage the business of Quantum Israel or Metagramm and our management may be distracted from operating our business. We also may not achieve the anticipated benefits from the acquisition of Quantum Israel or Metagramm due to a number of factors, including, without limitation, unanticipated costs or liabilities associated with the acquisition and difficulty of incorporating Quantum Israel’s or Metagramm’s technologies into our platforms. If the acquisition of Quantum Israel or Metagramm fails to meet our expectations, our operating results, business, and financial condition may suffer. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. ITEM 5. OTHER INFORMATION None. - 52 - ITEM 6. EXHIBITS (a) The following documents are filed as exhibits to this Quarterly Report or incorporated by reference herein. Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Quantum X Labs Inc. (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed with the SEC on September 6, 2022) 3.2 Amended and Restated Bylaws of Quantum X Labs Inc. (incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8-K, filed with the SEC on April 30, 2026) 3.3 Certificate of Amendment to Certificate of Incorporation filed July 15, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed with the SEC on July 19, 2024) 3.4 Certificate of Amendment to Certificate of Incorporation filed April 29, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed with the SEC on April 30, 2026) 31.1* Certification of co-Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 31.2* Certification of co-Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 31.3* Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 32.1** Certification of co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.3** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document 101.INS* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. - 53 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. QUANTUM X LABS INC. By: /s/ Amihay Hadad Name: Amihay Hadad Title: Co-Chief Executive Officer Date: August 13, 2026 (Co-Principal Executive Officer) By: /s/ Yakov Baranes Name: Yakov Baranes Title: Co-Chief Executive Officer Date: August 13, 2026 (Co-Principal Executive Officer) By: /s/ Shahar Marom Name: Shahar Marom Title: Chief Financial Officer Date: August 13, 2026 (Principal Financial Officer) - 54 -