What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 448 added, 258 removed, 967 unchanged (42% of the section changed)

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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Balance Sheets (unaudited)

Condensed Consolidated Statements of Operations (unaudited)

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

Condensed Consolidated Statements of Cash Flows (unaudited)

to the Interim Condensed Consolidated Financial Statements (unaudited)

Interim Condensed Consolidated Balance Sheets (unaudited)

Interim Condensed Consolidated Statements of Operations (unaudited)

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

Interim Condensed Consolidated Statements of Cash Flows (unaudited)

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(formerly known as Viewbix Inc.)

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Other current assets

current assets

Total current assets

NON-CURRENT ASSETS

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Property and equipment, net

Financial assets measured at cost method

Investment in equity securities

Intangible assets, net

non-current assets

Investments accounted for using the equity method

Total non-current assets

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

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dollars in thousands (except share data)

AND SHAREHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

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Other payables

current liabilities

Total current liabilities

NON-CURRENT LIABILITIES

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Earn-out liability

non-current liabilities

Total non-current liabilities

Commitments and Contingencies

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Issued and outstanding:

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

18,829,198 and 10,670,392 shares as of June 30, 2026, and December 31, 2025, respectively.

Additional paid-in capital

Accumulated deficit

Equity attributed to shareholders of Quantum

Equity attributed to shareholders of Quantum X Labs Inc.

Non-controlling interests

liabilities and shareholders’ equity

Total liabilities and shareholders’ equity

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

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dollars in thousands (except share data)

the three months ended March 31,

For the six months ended

For the three months ended

Costs and Expenses:

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Operating loss

Financial expense, net

Loss from continuing operations,

Income tax expense (benefit)

Net loss from continuing

loss from discontinued operations

net loss attributable

to non-controlling interests

loss attributable to shareholders of Quantum X Labs Inc.

Net loss from continuing

operations attributable to:

Gain from deconsolidation of CliniQuantum

Financial expenses, net

Income (loss) from continuing operations, before taxes

Net income (loss) from continuing operations

Net loss from discontinued operations

Net income (loss)

net loss attributable to non-controlling interests

Net income (loss) attributable to shareholders of Quantum X Labs Inc.

Net income (loss) from continuing operations attributable to:

Shareholders of Quantum X Labs Inc.

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Net loss from continuing operations

Net loss from discontinued

operations attributable to:

Net loss from discontinued operations attributable to:

Shareholders of Quantum X Labs Inc.

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Net loss from discontinued operations

Net loss per share from continuing operations

– Basic and diluted attributed to shareholders:

Net loss per share from discontinued operations

– Basic and diluted attributed to shareholders:

Total net loss per share

– Basic and diluted attributed to shareholders:

Net income (loss) per share from continuing operations attributed to shareholders:

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

Total net income (loss) per share attributed to shareholders:

Weighted average number of shares (*):

Basic and diluted (*):

6,330,104 (*)

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

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

7,235,599 (*)

6,330,104 (*)

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).

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

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dollars in thousands (except share data)

the company’s

to the company’s

Balance as of January 1, 2026

Issuance of shares and warrants in connection

with a private placement (see note 10.D)

Issuance of shares in

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

Balance as of March

the company’s

Net income (loss)

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

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

Deconsolidation of subsidiary upon loss of control (see note 6.D)

Exercise of warrants (see note 10.F)

Balance as of June 30, 2026

to the company’s

Balance as of April 1, 2026

Net income (loss)

Deconsolidation of subsidiary upon loss of control (see note 6.D)

Exercise of warrants (see note 10.F)

Balance as of June 30, 2026

(formerly known as Viewbix Inc.)

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

dollars in thousands (except share data)

Common stock (**)

to the company’s

Balance as of January 1, 2025

Shares issued in connection with the Reverse

Stock Split (see note 10.F)

Issuance of shares in connection with acquisition

of a subsidiary (see note 6.B)

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

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

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

Exercise of warrants (see notes 7.D, 7.E, 7.F, 10.B)

Redeem of loan to parent company (see note 4)

Share-based compensation

Balance as of March

an amount less than $1.

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

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

Balance as of June 30, 2025

Common stock (**)

to the company’s

Balance as of April 1, 2025

Net income (loss)

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

Exercise of warrants (see notes 7.D, 7.E, 7.F, 10.B)

Redeem of loan to parent company (see note 4)

Share-based compensation

Balance as of June 30, 2025

Represents an amount less

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).

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

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dollars in thousands (except share data)

the three months ended March 31,

flows from Operating Activities of Continuing Operations

For the six months

ended June 30,

For the three months

ended June 30,

Cash flows from Operating Activities of Continuing Operations

Net income (loss)

net loss from discontinued operations

Net loss from continuing operations

Adjustments to reconcile

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

Depreciation and amortizations

Net income (loss) from continuing operations

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

Depreciation and amortization

Share-based compensation

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Amortization of loan discounts

Change in the fair value of financial liabilities

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

Amortization of deferred debt issuance costs

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

Changes in assets and liabilities

Decrease (increase) in accounts receivable

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

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

Gain arising from deconsolidation of a subsidiary upon loss of control (see note 6.D)

Changes in assets and liabilities items:

Decrease in accounts receivable

Increase in other current assets

Decrease in accounts payable

Increase in other payables

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

Increase in related parties

Increase (decrease) in accounts payable

Decrease (increase) in other payables

Net cash used in operating activities from continuing operations

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

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dollars in thousands (except share data)

the three months ended March 31,

flows from Investing Activities of Continuing Operations

Net cash from

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

cash used in investing activities from continuing operations

flows from Financing Activities of Continuing Operations

For the six months

ended June 30,

For the three months

ended June 30,

Cash flows from Investing Activities of Continuing Operations

Purchase of property and equipment

Deconsolidation of a subsidiary upon loss of control (see appendix B and note 6.D)

Net cash from acquisition of subsidiaries (see appendix A and notes 6.B, 6.C)

Net cash provided by (used in) investing activities from continuing operations

Cash flows from Financing Activities of Continuing Operations

Receipt of short-term convertible loans

Repayment of short-term convertible loans

Receipt of short-term bank loans

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Change in loan to former parent company

Proceeds from issuance of shares and warrants

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

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

flows of Discontinued Operations

Net cash used in operating activities from

discontinued operations

Net cash used in investing activities from

discontinued operations

Net cash provided by financing

activities from discontinued operations

cash used in discontinued operations

Increase in cash and cash

equivalents and restricted cash

and cash equivalents and restricted cash at beginning of period

and cash equivalents and restricted cash at end of period

Disclosure of Cash Flow Activities:

Proceeds from issuance of shares and warrants in connection with the 2026 Private Placement (see note 10.D)

Proceeds from exercise of warrants

Net cash provided by financing activities from continuing operations

Cash flows of Discontinued Operations

Net cash used in operating activities from discontinued operations

Net cash used in investing activities from discontinued operations

Net cash provided by financing activities from discontinued operations

Net cash used in discontinued operations

Increase in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

Cash and cash equivalents and restricted cash at end of period

Supplemental Disclosure of Cash Flow Activities:

Cash paid during the period

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Substantial non-cash activities:

Issuance costs payable in connection with the

2026 Private Placement (see note 10.D)

Issuance of warrants in connection with the

2026 Private Placement (see note 10.D)

Classification of Earn-out liability to Earn-out

payable (see note 8)

Redeem of loan to parent company

Conversion of loans into shares and warrants

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

Classification of Earn-out liability to Earn-out payable (see note 8)

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

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dollars in thousands (except share data)

Consolidation of Quantum

Israel (see note 6.C):

Net working capital other than

cash and restricted deposits

March 4, 2026

Consolidation of Quantum Israel (see note 6.C):

Net working capital other than cash and restricted deposits

Property and equipment

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Total consideration

Balance as of March

Net cash acquired

Deconsolidation of subsidiary upon loss of control (see note 6.D):

Net working capital other than cash and restricted deposits

Recognition of investment accounted for using the equity method

Non-controlling interests

Gain arising from deconsolidation upon loss of control

Net cash deconsolidated upon loss of control

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

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military bases in the region.

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

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

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Going Concern

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

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).

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

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

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

Additionally, the Company recorded a

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

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

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 .

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

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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).

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

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Actual results may differ from those estimates.

Derivative Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at

fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed

statements of operations.

Fair Value of Financial Instruments

value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction

between market participants at the measurement date.

US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets.

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

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

(formerly known as Viewbix Inc.)

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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 other than the significant accounting policies

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

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

Recent Accounting Pronouncements

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

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

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

consisted of the following:

For the three

Costs and Expenses:

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Depreciation and amortization

Impairment of intangible assets and goodwill (a)

Operating loss

Financial expense, net

Loss from discontinued operations

Financial income, net

Loss from discontinued operations before taxes

Income tax benefit

loss from discontinued operations

Net loss from discontinued operations

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.

(formerly known as Viewbix Inc.)

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The Redemption was recorded

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

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

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

June 30, 2025.

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

GOODWILL AND INTANGIBLE ASSETS, NET

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Consolidation of Quantum Israel (note 6.C)

Balance as of March 31, 2026

Balance as of June 30, 2026

Accumulated amortization:

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Amortization recognized during the period

Balance as of March 31, 2026

Balance as of June 30, 2026

Amortized cost:

As of March 31, 2026

As of June 30, 2026

Internal-use Software

Customer Relations

Balance as of January 1, 2025

Consolidation of Metagramm

Cost, beginning balance

Consolidation of Metagramm (note 6.B)

Balance as of December 31, 2025

Cost, ending balance

Accumulated amortization:

Balance as of January 1, 2025

Amortization recognized

during the period

Accumulated amortization, beginning balance

Amortization recognized during the period

Balance as of December 31, 2025

Accumulated amortization, ending balance

Amortized cost:

As of December 31, 2025

Amortized cost

(formerly known as Viewbix Inc.)

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Other current assets

Net working capital other than cash and restricted deposits

Property and equipment

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Technology, net of deferred taxes

Customer Relations, net

of deferred taxes

cost of the acquisition

Earn-out liability arising

from the acquisition

Consideration

paid in Company’s shares

In-process research and development, net of deferred taxes

Non-controlling interests

Customer Relations, net of deferred taxes

Total cost of the acquisition

Earn-out liability arising from the acquisition

Total liabilities

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

Contingent consideration to be paid in Earn-Out Securities

Consideration paid in Company’s shares

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

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Quantum Israel Acquisition:

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

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

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

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

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

shares of the Company’s common stock or pre-funded warrants to purchase shares of the Company’s common stock (collectively,

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

and upon the achievement of specified post-closing milestones as defined in the Quantum Exchange Agreement.

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

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SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES

Cash and cash equivalents and restricted

Cash and cash equivalents and restricted deposits

Net working capital other than cash and restricted deposits

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Non-controlling interests

cost of the acquisition

Total cost of the acquisition

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

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The goodwill will not be deductible for income tax purposes.

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

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

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

Changes to amounts will be

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

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

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

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

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

paid in Earn-Out Securities to the Quantum Israel Shareholders

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

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.

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.

(formerly known as Viewbix Inc.)

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dollars in thousands (except share data)

BUSINESS COMBINATION (Cont.)

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

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.

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

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SCHEDULE OF COMPOSITION OF BALANCE OF GROUP’S LOANS

Short-term bank loans – Gix

Interest rate

June 30, 2026

December 31, 2025

Short-term bank loans – Gix Media

SOFR + 4.95 %

Short-term bank loans

Long-term bank loan, including current maturity

– Gix Media (received on July 10, 2025)

SOFR + 4.95 %

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

SOFR + 4.92 %

Long-term loan

Short-term convertible

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

SOFR + 4.92 %

Short-term convertible loans – June 2024 Facility Agreement – Quantum X Labs Inc.

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

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until May 20, 2025.

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

bearing an annual interest rate of SOFR

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

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

single payment on July 3, 2025.

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

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

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

of June 30, 2026, Gix Media has drawn $ 262 of the Gix Media Credit Line.

Long term loan and issuance of warrants:

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was paid by the Company in advance in:

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

per share for each dollar of interest accrued on the Total

Credit Facility Amount, and (b) 183,679

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

The warrants will be exercisable for a 3 three-year

period from the date of the June 2024 Facility Agreement.

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

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

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

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

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).

April 2026, the Company repaid $ 200 of the Additional Amount to the June 2024 Lead Lender.

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).

First July 2024 Facility Agreement

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

shares of the Company’s common stock at a conversion

rate of $ 1.00

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

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.

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

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

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

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

per share of common stock and will be exercisable for a 3 three-year period from the date of the First July 2024 Facility

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

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

shares of common stock of the Company, which representing a

fee of five percent ( 5 %)

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

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warrants to purchase 250,000

shares of common stock of the Company at an exercise price

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

The warrants are exercisable for three years 3

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SCHEDULE OF FINANCIAL INSTRUMENTS

Balance as of January 1, 2026

Earn-out liability recorded in connection

with Metagramm Acquisition (see note 6.B)

Net changes at fair value recognized through

profit or loss

Embedded derivatives converted

Earn-out payable amounts upon achieving financing

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

Balance as of March

Earn-out liability

Balance as of January 1, 2026

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Metagramm Acquisition (see note 6.B)

Earn-out payable amounts upon achieving financing

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

Net changes at fair value recognized through

1 unchanged sentence

Embedded derivatives converted

Earn-out payable amounts upon achieving financing milestone in connection with Metagramm Acquisition (see notes 6.B, 10.D)

Balance as of June 30, 2026

Earn-out liability

Balance as of January 1, 2025

Beginning balance

Earn-out liability recorded in connection with Metagramm Acquisition (see note 6.B)

Earn-out payable amounts upon achieving financing milestone in connection with Metagramm Acquisition (see note 6.B)

Net changes at fair value recognized through profit or loss

Embedded derivatives converted to equity

Balance as of December 31, 2025

Ending balance

(formerly known as Viewbix Inc.)

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form of shares and Leumi released its lien on the shares of Cortex sold by Gix Media.

Media and Quantum Israel’s restricted deposits, in the amounts of $ 22 and $ 23 , respectively, as of March 31, 2026, are held as

security in respect of credit cards and rented offices.

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.

SHAREHOLDERS’ EQUITY

31 unchanged sentences

December 31, 2025.

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.

2024 Private Placement

July 3, 2024, the Company entered into a definitive securities purchase agreement with a certain investor (the “Lead Investor”)

for the purchase and sale in a private placement (the “2024 Private Placement”) of units consisting of (i) 256,875

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

July 3, 2024, the Company entered into a definitive securities purchase agreement with a certain investor (the “Lead

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

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

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.

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

the Lead Investor and the Company.

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

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

Upon the closing of the 2024 Private Placement, the Company paid the

Lead Investor:

(1) $ 10 for actual and documented fees and expenses incurred and, (2) a commission consisting of (i) a cash fee of

$ 13 and (ii) 12,844 shares of the Company’s common stock.

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

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July 2025 Private Placement (Cont.)

connection with the closing of the July 2025 Private Placement and the related proceeds,

the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement were terminated.

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

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

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

Second July 2024 Facility Agreement were terminated.

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

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

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

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.

2026 Private Placement

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

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

April 2026, the Company paid the Advisor the Fee and repaid the Loan Repayment.

June 2026, out of 672,000 warrants granted under the 2026 Private Placement, 297,143 warrants were exercised into 297,143 shares of common

The Company received total proceeds of $ 780 upon exercise of the warrants (see also note 13.B).

Quantum Israel Acquisition

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.

(formerly known as Viewbix Inc.)

2 unchanged sentences

SHAREHOLDERS’ EQUITY (Cont.)

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

following table summarizes information of outstanding warrants as of June 30, 2026:

SCHEDULE OF OUTSTANDING WARRANTS

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Class K Warrants

June 2024 Facility Agreement Warrants (note

June 2024 Facility Agreement Warrants (note 7.D)

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

2024 PIPE Warrants (note 10.B)

2025 July Private Placement - pre-funded warrants

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

Until exercised in full

2025 July Private Placement – common

warrants (note 10.C)

2026 Private Placement - common warrants (note

Quantum Israel Acquisition

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

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

2026 Private Placement - common warrants (note 10.D)

Quantum Israel Acquisition - pre-funded warrants (note 10.E)

Until exercised in full

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

were granted on March 4, 2026.

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

Class K Warrants

June 2024 Facility Agreement Warrants (note 7.D)

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

( 2,680,000 )

2024 PIPE Warrants (note 10.B)

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

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

2026 Private Placement - common warrants (note 10.D)

Quantum Israel Acquisition - pre-funded warrants (note 10.E)

( 2,438,088 )

( 5,492,807 )

Reverse Stock Split:

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of shares of common stock reserved for issuance under the 2023 Plan by up to 2,713,613 shares.

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

EARNING (LOSS) PER SHARE

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.

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.

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.

following table presents the numerator and denominator of the basic and diluted net loss per share computations:

OF BASIC AND DILUTED NET LOSS PER SHARE

For the six months

ended June 30,

For the three months

ended June 30,

Numerator for basic earnings per share:

Net income (loss) attributable to Quantum X Labs Inc shareholders

Effect of dilutive securities:

Interest expenses on convertible loans

Numerator for diluted earnings per share:

Adjusted net income (loss)

Denominator for basic earnings per share:

Weighted average shares

Effect of dilutive securities:

Warrants and converted loans

Dilutive potential common shares

Denominator for diluted earnings per share:

Adjusted weighted average shares

Basic earnings (loss) per share attributable to Quantum X Labs Inc shareholders

Diluted earnings (loss) per share attributable to Quantum X Labs Inc shareholders

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SEGMENT REPORTING

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

separate business segment.

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

definition criteria.

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.

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

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search segment (see note 3).

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SEGMENT REPORTING (Cont.)

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.

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

8 unchanged sentences

The significant expense

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

set forth in the table below.

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

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.

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SEGMENT REPORTING (Cont.)

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

revenues and operating results:

OF SEGMENTS REVENUES AND OPERATING RESULTS

the three months ended March 31, 2026

Quantum technology

and eliminations

For the six months ended June 30, 2026

Quantum technology

and eliminations

Revenues from external customers

Traffic-acquisition and related

Research and development expenses

Sales and marketing expenses

General and administrative expenses

Depreciation and amortization

Other expenses (income), net

Segment operating income (loss)

Gain from deconsolidation of a subsidiary

Financial expenses (income), net

Segment income (loss), before income taxes

and eliminations

For the six months ended June 30, 2025

and eliminations

Revenues from external customers

Traffic-acquisition and related costs

6 unchanged sentences

Financial expenses, net

( 10,488 ) (*)

Segment income (loss), before income taxes

the three months ended March 31, 2025

Quantum technology

and eliminations

For the three months ended June 30, 2026

Quantum technology

and eliminations

Revenues from external customers

Traffic-acquisition and related

Research and development expenses

Sales and marketing expenses

General and administrative expenses

Depreciation and amortization

Other expenses (income), net

Segment operating income (loss)

Gain from deconsolidation of a subsidiary

Financial expenses (income), net

Segment income (loss), before income taxes

and eliminations

For the three months ended June 30, 2025

and eliminations

Revenues from external customers

Traffic-acquisition and related costs

8 unchanged sentences

Segment income (loss), before income taxes

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 financial

expenses arising from changes in the fair value of financial assets measured at fair value through profit or loss (see note 8).

(formerly known as Viewbix Inc.)

6 unchanged sentences

BETWEEN SEGMENTS OPERATING RESULTS

Depreciation and amortization expenses

not attributable to segments (**)

Revenues, research and

development expenses, sales and marketing expenses, general and administrative expenses and other expenses, net not attributable

to the segments (***)

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

loss (see note 8).

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

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

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

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

Gain from deconsolidation of a subsidiary

For the three

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

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

Gain from deconsolidation of a subsidiary

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.

(formerly known as Viewbix Inc.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SUBSEQUENT EVENTS

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

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

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

Company has evaluated subsequent events from June 30, 2026, through August 13, 2026, the date of issuance of these financial statements:

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.

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.

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.

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.

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

What changed 10-Q

Item 1. Financial Statements