What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-14 compared with 2024-11-19 · 396 added, 591 removed, 14 unchanged (99% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

Note Regarding Forward-Looking Statements

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

statements as of September 30, 2024 and 2023, and the related statements of statement operation, statement of changes in shareholders’

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

Report on Form 10-Q (this “Quarterly Report”).

reporting currency and functional currency is the U.S.

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.

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

of our shares of common stock will receive one share of common stock for every four shares of common stock held.

The reverse split is

not yet in effect, and will be effectuated upon approval by FINRA.

Unless the context expressly indicates otherwise, all references to

share and per share amounts referred to herein reflect the amounts before giving effect to the reverse split.

Forward-Looking

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

expectations, and intentions.

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

When used, the

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

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

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

These forward-looking statements

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

by the forward-looking statements.

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

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

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

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

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

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

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

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

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

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 common stock may not be approved for listing on the Nasdaq Stock Market LLC (“Nasdaq”) or another recognized national

exchange and many potential investors may be unwilling to purchase our common stock;

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

our ability to pay our obligations when they become due, including our loan and facility agreements and Financing Agreement (as defined

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

future economic harm;

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

obsolescence of our offered platforms;

political, economic and military conditions in Israel, including the attack by Hamas and the military hostilities with Hezbollah and

Iran and other terrorist organizations from the Gaza Strip and elsewhere in the region and Israel’s war against them, as well as

the war’s potential impact on our business and operation.

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

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 on Form 10-Q, and those contained in section captioned “Risk Factors”

of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the

“SEC”) on March 25, 2024 (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.

and Background

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

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

Viewbix’s operations

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

(“Video Advertising Platform”).

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

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

The Video Advertising Platform measures

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

However, due to the

Company’s failure to meet predetermined sales targets which were set pursuant to the Recapitalization Transaction (as defined in

note 1.A to the interim condensed consolidated financial statements).

with Gix Internet Ltd., in January 2020, the Company determined

to reduce its operations and the size of its sales and R&D team in Video Advertising Platform.

Company, through its subsidiaries Gix Media Ltd.

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

(“Cortex”), expanded

its digital advertising operations across two main sectors:

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

“Content Platform”, respectively”).

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

that automate, optimize and monetize online campaigns.

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

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

marketing and advertising platforms.

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

campaigns and generate additional profits from their sites.

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

marketing and distributing software products to internet users.

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 March 31, 2025 and 2024,

and the related statements of statement operation, statement of changes in shareholders’ equity and statements of cash flows for

the three months then ended, and the related notes thereto contained in this Quarterly Report on Form 10-Q (this “Quarterly

Our reporting currency and functional currency

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.

On July 10, 2024, our board of directors approved

to effect a one-for-four consolidation of our share capital, pursuant to which holders of our shares of common stock will receive one

share of common stock for every four shares of common stock held (the “Reverse Stock Split”).

The Reverse Stock Split became

effective on March 14, 2025, following the process and announcement by FINRA.

Unless the context expressly indicates otherwise, all references

to share and per share amounts referred to herein reflect the amounts after giving effect to the Reverse Stock Split.

Forward-Looking Statements

This management discussion and analysis section

contains forward-looking statements, such as statements of the Company’s plans, objectives, expectations, and intentions.

Any statements

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

When used, the words “believe,” “plan,”

“intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or

future tense or conditional constructions “will,” “may,” “could,” “should,” etc., or

similar expressions, identify certain of these forward-looking statements.

These forward-looking statements are subject to risks and

uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief

as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results

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

Important factors that could cause such

differences include, but are not limited to:

● the continued demand of digital advertising

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

as effective alternatives to traditional offline marketing products and service;

● our ability to retain and attract a programmatic

advertiser, and the associated payments received from such programmatic advertisers’ ads on websites which have been categorized

as “Made for Advertising”;

● our ability to generate enough cash flow

to meet our debt obligations or fund our other liquidity needs, and substantial doubt regarding 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 common stock may not be approved

for listing on the Nasdaq Stock Market LLC (“Nasdaq”) or another recognized national exchange and many potential investors

may be unwilling to purchase our common stock;

● our ability to receive credit facility

or utilize existing credit facilities, to fund our operations, at favorable terms, or at all;

● our ability to pay our obligations when

they become due, including our loan and facility agreements and Financing Agreement (as defined below);

● uncertainties regarding the petition

to commence insolvency proceedings filed against Gix Media Ltd.

(“Gix Media”), a wholly-owned subsidiary of the Company,

and the impact of such proceedings on the Company’s business and financial condition;

● our subsidiaries’ future performance,

including our ability to instill potential measures to assist Cortex and Gix Media in mitigating future economic harm;

● entry of new competitors and products,

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

● conditions in Israel, including Israel’s

conflicts with Hamas and other parties in the region, as well as political and economic instability 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, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March

21, 2025 (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

(the “Registrant”,

“Viewbix” or the “Company”) is a digital advertising platform that develops and markets a variety of technological

platforms that automate, optimize and monetize digital online campaigns.

Viewbix’s operations were previously focused on analysis

of the video marketing performance of its clients as well as the effectiveness of their messaging (“Video Advertising Platform”).

With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a

way that allows viewers to engage and interact with the video.

The Video Advertising Platform measures when a viewer performs a specific

action while watching a video and collects and reports the results to the client.

However, due to the Company’s failure to meet

predetermined sales targets which were set pursuant to the Recapitalization Transaction (as defined in note 1.A to the interim condensed

consolidated financial statements) with Gix Internet Ltd., in January 2020, the Company determined to reduce its operations and the size

of its sales and R&D team in the Video Advertising Platform.

The Company, through its

subsidiaries, Gix Media and Cortex Media Group Ltd.

(“Cortex”), expanded its digital advertising operations across two main

ad search and digital content (the “Search Platform” and the “Content Platform”, respectively”).

Gix Media and Cortex develop and market a variety of technological software solutions that automate, optimize and monetize online campaigns.

Through its Search Platform,

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

software products to internet users.

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

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

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

Through the Content Platform,

the Company provides editing and marketing services of content in different languages and to different target audiences with the goal

of generating revenues from advertising employed in such content, which is posted on digital content marketing and advertising platforms.

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

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

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

The Search Engines pay Gix Media for the

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

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

Since the customers of Gix Media

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

and not from the advertisement revenue itself.

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

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

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

When downloading Gix Media’s

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

addition, Gix Media provides user traffic referral services to Search Engines through the referral of traffic of browsers who engage

content generated by Gix Media.

This content is displayed on ad spaces that are purchased by the Company by content recommendation companies

(such as Yahoo!, Outbrain, Taboola and Gemini).

When occasional users click on such content, Gix Media transfers user traffic to a Search

Engine which contains search words that are related to the advertising content.

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

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

Cortex acts as a digital content platform that publishes content written by creative writers and editors which it employs.

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

entertainment and leisure, food, etc.

Search Platform

Gix Media’s Search

Platform allows for the referral of user traffic (i.e., searches that are performed by internet users) to the Search Engines, such as

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

The Search Engines pay Gix Media for the searches that were

referred by it, based on the amount of consideration that the Search Engine receives from the advertisers for the user traffic generated,

less a certain percentage from the revenues attributed to the Search Engine.

Since the customers of Gix Media are the Search Engines,

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

revenue itself.

The referral of user traffic

by Gix Media to the Search Engines is possible after users download Gix Media’s products, which are browser add-ons, usually from

the browser stores (mostly Google Chrome browsers) and by downloading desktop software products, free of charge, for the Apple operating

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

When downloading Gix Media’s products, the

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

Gix Media provides user traffic

referral services to Search Engines through the referral of traffic of browsers who engage content generated by Gix Media, or the “Seach

to Search” model.

These ads are displayed on the Search Engines’ result pages (SERP) that are purchased by the Company from

other Search Engines (such as Yahoo!

Bing / Microsoft Ads and Google).

When such user clicks on these search ads, Gix Media refers the

user to a paid offering from a Search Engine which contains ads that are related to the initial ad made by Gix media (the Company buys

ad space from Search Engines and sell them to other search ads while profiting from the price difference).

Content Platform

Cortex’s Content Platform

produces engaging content and marketing material in various languages to various target audiences, in order to generate revenues from

advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms (“Third

Party Platforms”).

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

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

the content on Third Party Platforms.

Cortex’s previously

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

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

leisure, food, etc.

(the “Cortex Websites”).

Cortex developed capabilities that enable it and its customers

to profit from the original content which it publishes by advertising the content on leading international third-party websites and online

ad platforms (the “Third Party Platforms”).

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

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

technological tools developed by Cortex allow businesses in the digital advertising market (Search Engines, ad exchanges, advertisers,

content owners and brand owners) to earn more from their advertising campaigns and generate additional profit from their websites, both

from its content and from its advertising.

display ads on various platforms for potential customers (internet users and readers).

In order to help maximize the effectiveness of

advertising, Cortex developed different advertising systems and tools for content management, content distribution and campaigns and

measurement of performance on the various platforms that display the content.

Facilities of the Company

Loan Agreement

November 15, 2023, Viewbix Ltd., the Company’s subsidiary (“Viewbix Israel”) entered into a Loan Agreement (the “2023

Loan”) with certain lenders (the “2023 Loan Lenders”) whereby the Lenders provided Viewbix Israel with loans in the

aggregate amount of $480,000 (which sum may be increased to up to $1,000,000, at the discretion of the 2023 Loan Lenders).

In accordance

with the terms of the 2023 Loan, the principal amount bears an annual interest at a rate of 9% and shall be repaid over the course of

two years following January 1, 2024.

In the event that Viewbix Israel fails to repay a part or all of the loan amount (including the

accrued interest) and subject to certain conditions, the outstanding loan amount may be converted, at each 2023 Loan Lender’s discretion,

into shares of the Company’s Common Stock, at a price per share equal to the 30-day average of the closing bid price of the Common

Stock, calculated as of such date the respective portion of the outstanding loan amount becomes repayable.

connection with the 2023 Loan, the Company issued to each 2023 Loan Lender a warrant to purchase shares of Common Stock (the “2023

Warrants”), such that the number of shares of Common Stock underlying each 2023 Warrant will reflect (one-for-one) the number of

dollars provided by each Lender as part of the principal amount.

Each 2023 Warrant has an exercise price per share of Common Stock of

$0.50 and will expire and cease to be exercisable on December 31, 2025.

The 2023 Warrants were issued to the Lenders pursuant to Regulation

S of the Securities Act of 1933, as amended (“Regulation S”).

2024 Facility Agreement

July 22, 2024, we entered into an amended and restated facility agreement (the “June 2024 Facility Agreement”) for a $1 million

(the “June 2024 Facility Loan Amount”) credit facility (the “June 2024 Credit Facility”) with the 2023 Loan Lenders

and certain lenders set forth therein (the “June 2024 Lenders”) that amends and restates the prior facility agreement entered

into on June 18, 2024 between the Company and the June 2024 Lenders (the “Prior June 2024 Facility Agreement”).

to the June 2024 Facility Loan Amount, the June 2024 Facility Agreement contemplates the inclusion of an additional $530,657 of outstanding

debt owed by us to the June 2024 Lenders (the “June 2024 Prior Loan Amount”, and together with the June 2024 Facility Loan

Amount, the “June 2024 Loan Amount”), which June 2024 Prior Loan Amount is entitled to certain rights under the June 2024

Credit Facility.

term (the “June 2024 Facility Term”) of the June 2024 Credit Facility expires 12 months following the date of the June 2024

Facility Agreement (the “Initial Maturity Date”), provided that, if the effectiveness of an uplisting of our shares of common

stock to a Nasdaq securities exchange (the “Uplist”) occurs prior to the Initial Maturity Date, the June 2024 Facility Term

shall expire 12 months following the effective date of the Uplist.

The June 2024 Facility Agreement sets forth a drawdown schedule as

(i) an aggregate of $350,000 was drawn down on the date of the Prior June 2024 Facility Agreement, (ii) an aggregate of $150,000

was drawn down upon the filing of the Registration Statement (as defined below) and (iii) an aggregate of $500,000 drawn down upon the

effectiveness of the Uplist.

June 2024 Credit Facility accrues interest at a rate of 12% per annum, and we will also pay such interest on the June 2024 Prior Loan

Amount, which is equal to $183,679 (the “June 2024 Facility Interest”).

The June 2024 Facility Interest was paid in advance

for the first year of the June 2024 Facility in (i) shares of our common stock at a conversion rate of $0.25 for each U.S.

June 2024 Facility Interest accrued on the respective June 2024 Loan Amount, equal to an aggregate of 734,716 shares of common stock

(the “June 2024 Facility Shares”) and (b) a warrant to purchase a number of shares of common stock equal to the June 2024

Facility Shares (the “June 2024 Facility Warrant”).

following the effectiveness of the Uplist, (i) $662,957 of the June 2024 Loan Amount will convert into shares of common stock at a conversion

rate equal to $0.25 per share of our common stock (the “June 2024 Convertible Stock”) and (ii) we will issue a warrant in

substantially the same form and on substantially the same terms as a June 2024 Facility Warrant to purchase a number of shares of our

common stock equal to the June 2024 Convertible Stock with an exercise price of $0.25 per share (the “June 2024 Conversion Warrant”,

and (i) and (ii), collectively a “June 2024 Conversion Unit”).

Such portion of the June 2024 Loan Amount that is not converted

into a June 2024 Conversion Unit will remain outstanding and will not convert following the Uplist.

For the duration of the June 2024

Facility Term of the June 2024 Credit Facility, the June 2024 Lenders may elect to convert such unconverted portion of the June 2024

Loan Amount into additional June 2024 Conversion Units or, upon the expiration of the June 2024 Facility Term, such unconverted portion

of the June 2024 Loan Amount will be repaid in accordance with the terms of the June 2024 Facility Agreement.

June 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock, subject to certain

beneficial ownership limitations and price adjustments set forth therein, and will have a three-year term from the issuance date.

addition and in connection with the June 2024 Credit Facility, we agreed to pay L.I.A.

Pure Capital Ltd.

(the “June 2024 Lead Lender”)

a commission consisting of (i) 200,000 shares of common stock, (ii) a warrant in substantially the same form and on substantially the

same terms as the June 2024 Facility Warrant to purchase 200,000 shares of common stock with an exercise price of $0.25 per share (the

“June 2024 Lead Lender Warrant”) and (iii) a warrant to purchase 2,500,000 shares of common stock with an exercise price

of $1.00 per share, representing an aggregate exercise amount of $2.5 million, subject to beneficial ownership limitations and adjustments

(the “June 2024 Lead Lender Fee Warrant” and together with the June 2024 Lead Lender Warrant and the June 2024 Facility Warrants,

the “June 2024 Warrants”).

June 2024 Lead Lender Fee Warrants were immediately exercisable upon issuance and have a three-year term from the issuance date.

the closing of the Private Placement (as defined below), the exercise price of the June 2024 Lead Lender Fee Warrant was adjusted to

$0.118, which is the effective price per share of common stock in the Private Placement, or the June 2024 Lead Lender Fee Warrant Adjusted

Exercise Price, and the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrant was also

adjusted to a total 21,186,440 shares, or the June 2024 Lead Lender Fee Warrant Adjusted Shares, such that the product of the June 2024

Lead Lender Fee Warrant Adjusted Exercise Price and the June 2024 Lead Lender Fee Warrant Adjusted Shares is equal to an aggregate exercise

amount of $2.5 million.

The June 2024 Lead Lender Fee Warrant was recognized at fair value and

as of September 30, 2024, was classified as additional paid-in capital on the Company’s condensed consolidated balance sheets (see

also note 6.E to our interim condensed consolidated financial statements ended September 30,2024)

undertook to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the

“SEC”) to register, inter alia, the resale by the June 2024 Lenders of shares of common stock underlying the June 2024 Credit

Facility, the June 2024 Warrants and the June 2024 Conversion Units, which we filed on July 31, 2024.

September 13, 2024, we submitted an application to uplist to the Nasdaq.

The timing of the uplisting process depends on a variety of

factors, including, but not limited to, overall market conditions.

No assurance can be given that our application will be approved or

that a trading market will develop.

July 3, 2024, we entered into a definitive securities purchase agreement (the “Purchase Agreement”) with a global investment

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

(the “Units”) consisting of (i) 1,027,500 shares of our common stock (the “PIPE Shares”) and (ii) common stock

purchase warrants (the “PIPE Warrants”) to purchase up to 1,541,250 shares of our common stock (the “PIPE Warrant Shares”)

to the Lead Investor and other investors (collectively, the “Investors”) acceptable to the Lead Investor and us.

Placement closed on July 3, 2024.

The purchase price per Unit was $0.25.

PIPE Warrants are exercisable upon issuance at an exercise price of $0.25 per share, subject to certain adjustments and certain anti-dilution

protection set forth therein, and will have a three-year term from the issuance date.

In addition, the PIPE Warrants are subject to an

automatic exercise provision in the event that our shares of common stock are approved for listing on the Nasdaq Capital Market.

aggregate gross proceeds to us from the Private Placement were $256,875.

connection with the Private Placement, we entered into a registration rights agreement (the “Registration Rights Agreement”)

with the Investors.

Pursuant to the Registration Rights Agreement, we are required to file a resale registration statement (the “PIPE

Registration Statement”) with the SEC to register for resale of the PIPE Shares issued in the Private Placement and the PIPE Warrant

Shares issuable upon exercise of the PIPE Warrants, within 30 days of the date of the Purchase Agreement, and to have such PIPE Registration

Statement declared effective within 30 days following the filing date of the PIPE Registration Statement in the event the PIPE Registration

Statement is not reviewed by the SEC, or 60 days following the filing date of the PIPE Registration Statement in the event the PIPE Registration

Statement is reviewed by the SEC.

We will be obligated to pay certain liquidated damages if we fail to file the PIPE Registration Statement

when required, fail to cause the PIPE Registration Statement to be declared effective by the SEC when required, or if we fail to maintain

the effectiveness of the PIPE Registration Statement.

We filed the PIPE Registration Statement on July 31, 2024.

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

customary for transactions of this nature.

In addition, pursuant to the Purchase Agreement, we agreed to abide by certain customary standstill

restrictions for a period of 30 days following the effective date of the PIPE Registration Statement.

In addition, while the PIPE Warrants

are outstanding, the Investors shall not, and shall cause its affiliates to not enter into or effect, directly or indirectly, hedging

transactions that establish a net short position.

Upon the closing of the Private Placement, we reimbursed the Lead Investor $10,000

for actual and documented fees and expenses incurred.

In addition, we paid a commission to the Lead Investor of (i) a cash fee of $12,844

and (ii) 51,375 shares of our common stock.

July 2024 Facility Agreement

July 22, 2024, we entered into an amended and restated facility agreement, as amended on July 25, 2024 (as amended, the “First

July 2024 Facility Agreement”) for a $2.5 million (the “First July 2024 Facility Loan Amount”) credit facility (the

“First July 2024 Credit Facility”) with a certain lender (the “First July 2024 Lender”) that amends and restates

the prior facility agreement entered into on July 4, 2024 between the Company and the July 2024 Lender (the “Prior First July 2024

Facility Agreement”).

First July 2024 Facility Loan Amount will remain available until the earliest to occur of (a)(i) its drawing down in full, (ii) the 36-month

anniversary 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 shall be repaid to the First July 2024 Lender immediately thereafter.

First July 2024 Facility Agreement sets forth a drawdown schedule as follows:

(i) an aggregate of $50,000 was drawn down on the effective

date of the Prior First July 2024 Facility Agreement, (ii) an aggregate of $50,000 shall be drawn down upon the effectiveness of the

Uplist, and (iii) following the Uplist, an aggregate of $200,000 shall be drawn down on a quarterly basis until the First July 2024 Facility

Loan Amount is exhausted.

First July 2024 Credit Facility will accrue interest at a rate of 12% per annum (the “First July 2024 Facility Interest”).

The First July 2024 Facility Interest was paid in advance for the first year of the First July 2024 Facility in (i) 1,200,000 shares

of our common stock at a conversion rate of $0.25 for each U.S.

dollar of First July 2024 Facility Interest accrued on the respective

First July 2024 Facility Loan Amount, and (ii) 1,200,000 warrants to purchase a number of shares of our common stock at a conversion

rate of $0.25 for each U.S.

dollar of First July 2024 Facility Interest accrued on the respective First July 2024 Facility Loan Amount

(the “First July 2024 Facility Warrants”).

The First July 2024 Facility Warrants are exercisable upon issuance at an exercise

price of $0.25 per share of common stock, subject to certain beneficial ownership limitations and price adjustments set forth therein,

and will have a three-year term from the issuance date.

following the effectiveness of the Uplist, (i) $100,000 of the First July 2024 Facility Loan Amount will convert in shares of common

stock at a conversion rate of $0.25 per share (such amount of shares converted, the “First July 2024 Convertible Stock”),

and, (ii) we will issue a warrant to purchase such amount of First July 2024 Convertible Stock, with an exercise price of $0.25 per share

(the “First July 2024 Conversion Warrant”, and together with the First July 2024 Convertible Stock, a “First July 2024

Conversion Unit”, and collectively the “First Uplist Conversion”).

The remaining First July 2024 Facility Loan Amount

outstanding and not converted following the First Uplist Conversion shall remain available for the duration of the First July 2024 Facility

Term, whereby, upon the lapse of the First July 2024 Facility Term, such amount shall be repaid to such First July 2024 Lender.

addition and in connection with the First July 2024 Credit Facility, we agreed to pay the First July 2024 Lender a one-time fee consisting

(i) 500,000 shares of our common stock, representing five percent (5%) of the First July 2024 Facility Loan Amount at a conversion

rate of $0.25 and (ii) a warrant to purchase 1,000,000 shares of our common stock with an exercise price of $0.25 per share (the “First

July 2024 Facility Fee Warrant” and together with the First July 2024 Facility Warrants, the “First July 2024 Warrants).

undertook to file a registration statement with the SEC to register, inter alia, the resale by the First July 2024 Lender of shares of

common stock underlying the First July 2024 Credit Facility, the First July 2024 Warrants and the First July 2024 Conversion Units, which

we filed on July 31, 2024.

July 2024 Facility Agreement

July 28, 2024, we entered into a facility agreement (the “Second July 2024 Facility Agreement”) for a $3.0 million (the “Second

July 2024 Facility Loan Amount”) credit facility (the “Second July 2024 Credit Facility”) with certain lenders (the

“Second July 2024 Lenders”).

Second July 2024 Facility Loan Amount will remain available until the earliest to occur of (a)(i) its drawing down in full, (ii) the

40-month anniversary of the 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 Term”).

In the event the Second July 2024 Facility Term lapses, the Second July

2024 Facility Loan Amount shall be repaid to the Second July 2024 Lenders immediately thereafter.

Second July 2024 Facility Agreement sets forth a drawdown schedule as follows:

(i) an aggregate of $80,000 was drawn down on the effective

date of the Second July 2024 Facility Agreement, (ii) an aggregate of $80,000 shall be drawn down upon the effectiveness of the Uplist,

and (iii) following the Uplist, an aggregate of $80,000 shall be drawn down on a monthly basis until the Second July 2024 Facility Loan

Amount is exhausted.

Second July 2024 Credit Facility will accrue interest at a rate of 12% per annum (the “Second July 2024 Facility Interest”).

The Second July 2024 Facility Interest was paid in advance for the first year of the Second July 2024 Facility in (i) 1,440,000 shares

of our common stock at a conversion rate of $0.25 for each U.S.

dollar of Second July 2024 Facility Interest accrued on the respective

Second July 2024 Facility Loan Amount, and (ii) 1,440,000 warrants to purchase a number of shares of our common stock at a conversion

rate of $0.25 for each U.S.

dollar of Second July 2024 Facility Interest accrued on the respective Second July 2024 Facility Loan Amount

(the “Second July 2024 Facility Warrants”).

As of the second-year anniversary of the Second July 2024 Credit Facility, the

Second July 2024 Facility Interest will be paid by us in cash to the Second July 2024 Lenders.

The Second July 2024 Facility Warrants

are exercisable upon issuance at an exercise price of $0.25 per share of common stock, subject to certain beneficial ownership limitations

and price adjustments set forth therein, and will have a three-year term from the issuance date.

following the effectiveness of the Uplist, (i) $160,000 of the Second July 2024 Facility Loan Amount will convert in shares of common

stock at a conversion rate of $0.25 per share (such amount of shares converted, the “Second July 2024 Convertible Stock”),

and (ii) we will issue a warrant to purchase such amount of Second July 2024 Convertible Stock, with an exercise price of $0.25 per share

(the “Second July 2024 Conversion Warrant”, and together with the Second July 2024 Convertible Stock, a “Second July

2024 Conversion Unit”, and collectively the “Second Uplist Conversion”).

The remaining Second July 2024 Facility Loan

Amount outstanding and not converted following the Second Uplist Conversion shall remain available for the duration of the Second July

2024 Facility Term, whereby, upon the lapse of the Second July 2024 Facility Term, such amount shall be repaid to such Second July 2024

addition and in connection with the Second July 2024 Credit Facility, we agreed to pay the Second July 2024 Lenders a one-time fee consisting

of 600,000 shares of our common stock, representing five percent (5%) of the Second July 2024 Facility Loan Amount at a conversion rate

undertook to file a registration statement with the SEC to register, inter alia, the resale by the Second July 2024 Lenders of shares

of common stock underlying the Second July 2024 Credit Facility, the Second July 2024 Facility Warrants and the Second July 2024 Conversion

Units, which we filed on July 31, 2024.

Exchange Agreement

July 31, 2024, we entered into an amended and restated securities exchange agreement, or the Securities Exchange Agreement, with Metagramm

Software Ltd., or Metagramm, pursuant to which we agreed to issue to Metagramm 9.99% of our issued and outstanding capital stock on a

post-closing basis in exchange for 19.99% of Metagramm’s issued and outstanding share capital on a post-closing basis.

The transactions

contemplated by the Securities Exchange Agreement are expected to close following the Uplist (as defined above), subject to satisfaction

of customary closing conditions.

July 14, 2024 and July 25, 2024, we entered into consulting agreements (the “Consultant Agreements”) with certain consultants

(the “Consultants”) pursuant to which the Consultants agreed to provide certain services to us.

As partial compensation,

we issued 480,000 shares of our common stock (the “Consultant Shares”) to the Consultants.

to Certificate of Incorporation

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

reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock” and the

“Reverse Stock Split”).

The Amendment became effective upon filing, however the Reverse Stock Split is not yet in

effect, and will be effectuated upon approval by FINRA.

Upon the effectiveness of the Reverse Stock Split, every four (4)

outstanding shares of the Company’s Common Stock will be converted into one (1) share of the Company’s Common Stock.

Reverse Stock Split will not change the par value of the Common Stock or the number of authorized shares of Common Stock, which is

490,000,000 shares of Common Stock.

As a result of the Reverse Stock Split and upon its effectiveness, the number of shares of the Company’s Common

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

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

in accordance with their terms.

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

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

Developments Regarding Cortex

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

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

In consideration for the Cortex Acquisition, Gix Media

paid NIS 35 million in cash (approximately $11 million), out of which an amount of $0.5 million was deposited in trust for a period of

12 months from the closing date.

The Cortex Acquisition also includes the obligation and right of Gix Media to acquire 30% of Cortex’s

share capital in three equal tranches, each at the beginning of 2023, 2024 and 2025 (“Remaining Balance Shares”), such that

following the acquisition of all of the Remaining Balance Shares, Gix Media will hold 100% of Cortex’s share capital on a fully

diluted basis.

On January 23, 2023, Gix Media purchased an additional 10% of Cortex’s share capital.

In January 2024, Gix Media

did not purchase an additional 10% of Cortex’s share capital, as Cortex did not meet certain Key Performance Indicators (KPIs),

as conditioned in the definitive agreements of the Cortex Acquisition.

connection with the acquisition of Cortex on October 13, 2021 (the “Cortex Acquisition”), Gix Media entered into a financing

agreement with Bank Leumi Le Israel (“Leumi”), for the provision of a line of credit in the total amount of up to $3.5 million

and a long-term loan totaling $6 million, which Gix Media used to finance the Cortex Acquisition (the “Financing Agreement”).

On July 25, 2022, Gix Media and Leumi entered into an addendum to the Financing Agreement according to which Leumi will provide Gix Media

with a loan of up to $1,500,000 to be withdrawn at the discretion of Gix Media by no later than January 31, 2023 (the “Additional

The Additional Loan was withdrawn in connection with the purchase of the additional 10% of Cortex’s share capital

on January 17, 2023.

On October 10, 2023, Gix Media and Leumi entered into a second addendum to the Financing Agreement (the “Second

Addendum”), according to which, effective as of September 26, 2023, certain provisions, including among others, the conditions

of the financial covenants contained therein and the interest rate quote, were amended according to the agreed terms between the parties.

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

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

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

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

In connection with the foregoing, a significant customer of

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

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

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

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

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

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

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

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

July 13 2024, Gix Media and Leumi entered into a third addendum to the Financing Agreement according to which, inter alia, effective

as of May 15, 2024 and until August 31, 2024:

(i) the Company is obligated to transfer to Gix Media $600,000;

(ii) a new covenant, measured

by reference to positive EBTIDA was implemented;

(iii) all payments due to the long-term bank loan from Leumi were deferred to August

31, 2024 and from September 1, 2024, payments will be repaid as schedule until the end of the long-term bank loan;

(iv) a new $350,000

loan was granted to Gix Media on June 13, 2024, to be repaid until August 30, 2024, alongside the existing credit facility to Gix Media,

which remains equal to 80% of Gix Media’s customer balance and (v) Gix Media is obligated to perform a reduction in expenses, including

reduction in force.

as of August 30, 2024, Gix Media and Leumi entered into a fourth addendum

to the Financing Agreement, pursuant to which, inter alia:

(i) subject to the receipt of at least $2,000,000 from the Company by no later

than January 1, 2025, the existing credit facility to Gix Media shall be extended until February 27, 2025 and (ii) the repayment of the

outstanding principal amounts of the long-term bank loans of Gix Media under Financing Agreement and an additional loan in the amount

of $160,000, will be deferred until December 31, 2024 and from January 1, 2025, all due payments will be repaid as schedule until the

end of the term of the long term bank loans (see also note 6.B to our interim condensed consolidated financial statements ended September

Reincorporation

September 27, 2023, our stockholders approved to grant to the board of directors the power to effect a reincorporation of the Company

from the State of Delaware to the State of Nevada by way of a parent-subsidiary merger (the “Reincorporation”).

The Reincorporation

will be effected pursuant to an Agreement and Plan of Merger to be entered between the Company and Viewbix Inc., a soon to be formed

wholly-owned subsidiary under the laws of the State of Nevada (the “Surviving Corporation”), which will provide that the

Company, as parent in this transaction, will merge with and into the Surviving Corporation.

Upon the consummation of the Reincorporation,

the Company will cease its legal existence as a Delaware corporation, and the Surviving Corporation will continue the Company’s

business as the surviving corporation under the name “Viewbix Inc.” succeeding to all of the Company’s rights, assets,

liabilities and obligations, except that its affairs will cease to be governed by the Delaware General Corporation Law and will be subject

to the Nevada Revised Statutes.

In addition, as approved by our stockholders, upon completion of the Reincorporation, the Company will

adopt an Articles of Incorporation and new bylaws under the Nevada Revised Statues, which will replace its current Certificate of Incorporation

As of the date of this Quarterly Report, our Board of Directors has not effected the Reincorporation.

The Reincorporation

remains subject to obtaining approval of a tax ruling from the Israeli Tax Authority and the approval of FINRA.

We anticipate that the

Reincorporation will take effect in the first quarter of 2025.

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.

principal executive offices are located at:

In response to the MFA changes

and in order to minimize the Cortex Adverse Effect (as defined below), Cortex expanded its revenue strategy through the development of

a new business model, which directs searches through content to Google’s search platform called “related search for content”

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

The process of directing the search to Google is enabled

by Cortex’s algorithm and begins with the purchase of targeted advertisements (media) on Third Party Platforms (such as Facebook,

Outbrain, Taboola) with the aim of engaging users in specific categories (such as health, insurance, cars, etc.).

After users click on

the advertisements, they are directed to the additional content on the Cortex Websites related to those advertisements, which include

selected search terms.

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

Google, in turn, displays ads from its clients,

who are various advertisers.

For searches directed by Cortex to Google, a payment is made by Google, which constitutes part of the amount

Google receives from the advertisers.

Cortex’s capabilities in digital content creation and campaign management enable the direct

cooperation with Google on the RSOC platform.

Recent Developments

Filing of Insolvency Petition Against Gix

On March 27, 2025, a petition

(the “Petition”) was filed with the District Court of Tel Aviv-Jaffa for a court order to commence insolvency proceedings

under the Insolvency and Economic Rehabilitation Law, 5778 - 2018, against Gix Media.

The Petition was filed by

a primary service provider (the “Service Provider”) alleging that Gix Media owes it approximately $260,000 (excluding linkage

differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider.

The Petition requests, among other

things, that the court appoint a trustee for Gix Media to implement insolvency proceedings, vest its assets for the sole purpose of paying

past debts and expenses of the insolvency proceedings, and freeze all legal proceedings against Gix Media.

On May 8, 2025, a preliminary

hearing was held and the district court directed the parties to reach a mutual settlement and set an additional hearing for May 22, 2025.

As of the date of this Quarterly

Report, Gix Media had outstanding loans from Bank Leumi Le Israel (“Leumi”), as further disclosed in the Company’s

Annual Report, and, due to the filing of the Petition, Leumi may demand immediate repayment of such loans.

The Company cannot currently assess the likelihood of success of the Petition

or its potential impact on the Company’s business.

Financing Agreement

Effective as of January 29,

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

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

Cortex Acquisition on October 13, 2021 (the “Financing Agreement”), which was effective as of January 29, 2025, pursuant

to which, inter alia:

(i) the existing credit facility to Gix Media was extended to March 31, 2025;

(ii) the repayment schedule of all

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

by the Company in Gix Media’s account of an investment account equal to the amounts of the deferred long term bank loans owned

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

(iii) upon such deposit date, all deferred payments shall be immediately repaid using the deposited amounts and any remaining amounts

from any other sources;

(iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each

long term bank loan.

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

extended the Deposit Date until May 20, 2025.

Securities Exchange Agreement

On March 24, 2025, the Company

entered into a securities exchange agreement (the “Metagramm Agreement”) with Metagramm Software Ltd., an Israeli company

(“Metagramm”), and all of the shareholders of Metagramm (the “Metagramm Shareholders”), pursuant to which the

Company issued to the Metagramm Shareholders an aggregate of 19.99% of its issued and outstanding capital stock on a post-closing, pro

rata basis, equal to 1,323,000 shares of the Company’s common stock, in exchange for 100% of Metagramm’s issued and outstanding

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

The Metagramm Acquisition was

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

The Company also agreed to

pay the Metagramm Shareholders cash earn-out payments of up to $2.0 million in the aggregate on a pro rata basis, contingent upon the

achievement of certain financing and revenue milestones during the three-year period following the closing date.

In connection with entering

into the Metagramm Agreement, the Company and Metagramm mutually agreed to terminate the securities exchange agreement previously entered

into on July 31, 2024.

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.

Amendment to Certificate of Incorporation

On July 15, 2024, the Company

filed an Amendment to its Certificate of Incorporation (the “Amendment”) to effect a 1-for-4 Reverse Stock Split of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”).

The Amendment became effective upon filing, and the Reverse

Stock Split became effective at market open on March 14, 2025, following the process and announcement by FINRA.

As a result, the Reverse

Stock Split, every four (4) outstanding shares of the Company’s Common Stock were converted into one (1) share of the Company’s

Common Stock.

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

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

Consequently, the number of shares of the Company’s Common Stock that may be purchased

upon the exercise of outstanding warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of

our Common Stock, and the exercise or conversion prices for these securities, have been ratably adjusted in accordance with their terms.

All descriptions of our capital stock, including share amounts and per share amounts in this Quarterly Report, are presented after giving

effect to the Reverse Stock Split.

Cortex Adverse Effect

In April 2024, the Company

was informed by Cortex, that certain recent developments relating to publishers that are categorized by a number of programmatic advertisers

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

prioritize different media categories and implement publishing restrictions in connection with MFA, have materially affected Cortex’s

business and operations.

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

changes relating to MFA that customer decided to stop advertising on Cortex’s Websites, which decision significantly and negatively

impacted Cortex’s future revenue streams (the “Cortex Adverse Effect”).

Upon receipt of this update, the Company’s

board of directors convened a meeting to discuss the implications on the Company as well as potential measures to assist Cortex in mitigating

any future economic harm to Cortex and the Company, including (inter alia), assisting with reducing operating expenses, helping identify

new revenues sources for Cortex, participating in any negotiations with Cortex’s and Gix Media’s bank regarding the terms

of its outstanding loans and business plans in an effort to provide additional liquidity and ensure continued compliance with Cortex’s

and Gix Media’s obligations towards the bank, and assisting with fundraising prospects in debt or equity capital in order to help

enable Cortex’s and Gix Media’s continued business and operations.

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.

Our principal executive offices

are located at:

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

Our website address is www.viewbix.com .

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

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

of Operations

of Operations During the Three Months Ended September 30, 2024 as Compared to the Three Months Ended September 30, 2023

revenues were $6,281 thousand for the three months ended September 30, 2024, compared to $15,715 thousand during the same period in the

revenues from the Content Platform (excluding inter-segment revenues) were $5,492 thousand for the three months ended September 30,

2024, a decrease of $4,582 as compared to 10,074 thousand during the same period in the prior year.

The reason for the decrease

during the three months ended September 30, 2024, is due to the Cortex Adverse Effect.

revenues from Gix Media’s Search Platform were $789 thousand for the three months ended September 30, 2024, a decrease of $4,852

as compared to $5,641 thousand during the same period in the prior year.

The reasons for the decrease during the three months ended September

30, 2024, is due to:

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

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

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

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

traffic-acquisition and related costs were $5,145 thousand for the three months ended September 30, 2024, a decrease of $9,381 compared

to $14,526 thousand during the same period in the prior year.

The reason for the decrease in the three months ended September 30, 2024,

is due to the decrease in revenues from both the Content and Search Platforms during the three months ended September 30, 2024, as mentioned

research and development expenses were $338 thousand for the three months ended September 30, 2024, as compared to $700 thousand during

the same period in the prior year.

The reason for the decrease in the three months ended September 30, 2024, is due to the expense reduction

in both the Content and Search Platforms during the three months ended September 30, 2024, as compared to the same period in the prior

selling and marketing expenses decreased to $329 thousand for the three months ended September 30, 2024, as compared to $680 thousand

during the same period in the prior year.

The reason for the decrease in the three months ended September 30, 2024, is due to the expense

reduction primarily in salaries in the Content Platforms during the three months ended September 30, 2024, as compared to the same period

in the prior year.

general and administrative expenses were $435 thousand for the three months ended September 30, 2024, as compared to $727 thousand during

Our website address

is www.view-bix.com .

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

into this prospectus and is intended for informational purposes only.

Results of Operations

Results of Operations During the Three

Months Ended March 31, 2025 as Compared to the Three Months Ended March 31, 2024

Our revenues were $2,733

thousand for the three months ended March 31, 2025, compared to $10,002 thousand during the same period in the prior year.

Our revenues from the Content

Platform were $2,204 thousand for the three months ended March 31, 2025, a decrease of $5,326 as compared to $7,530 thousand during the

same period in the prior year.

The decrease during the three months ended March 31, 2025, is due to the Cortex Adverse Effect.

Our revenues from Gix Media’s

Search Platform for the for the three months ended March 31, 2025, totaled $529 thousand, representing a decrease of $1,943 thousand

compared to $2,472 thousand during the same period in the prior year.

Our revenue from Gix Media’s

Search Platform’s direct model was $529 thousand for the three months ended March 31, 2025, as compared to $1,095 thousand during

the same period in the prior year.

The reason for the decrease in the three months ended September 30, 2024, is due to the expense reduction

primarily in salaries, rental and headquarters expenses in the three months ended September 30, 2024, as compared to the same period

in the prior year.

depreciation and amortization expenses for the three months ended September 30, 2024, were $727 thousand as compared to $734 thousand

during the same period in the prior year.

other expenses for the three months ended September 30, 2024, were $213 compared to $0 during the three months ended September 30, 2023.

The increase in our other expenses during the three months ended September 30, 2024, is mainly due to professional expenses incurred in

connection with the Company’s planned Uplist.

net financial income was $152 thousand for the three months ended September 30, 2024, compared to $260 thousand net financial expenses

during the same period in the prior year.

The reason for the decrease in our net financial expenses and an increase in our financial

income during the three months ended September 30, 2024, is mainly due to financing income recorded due to accounting treatment of financial

instruments, created and recorded as part of the Company’s credit facilities.

income tax benefit was $59 thousand for the three months ended September 30, 2024, as compared to a $131 thousand tax benefit during

During the three months ended March 31, 2025, the number of search referrals to the Gix Major Customer

conducted by users from the direct model was 6.3 million, compared to 24.7 million during the three months ended March 31, 2024.

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

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

The Company anticipates that its revenues from add-ons to internet

browsers will continue to decrease due to changes and updates in internet browsers’ technology while its revenues from the Search

to Search model will increase.

We have no revenue from Gix

Media’s Search Platform’s indirect model for the three months ended March 31, 2025, compared to $1,377 thousand for the same

period in the prior year.

The decrease during the three months ended March 31, 2025 is due to the decrease in user search referrals through

the indirect model, which is primarily due to a decrease in the credit received from third-party strategic partners.

In order to increase

the revenues from the Search Platform’s indirect model, the Company is planning to renew the credit received from third-party strategic

Our traffic-acquisition and

related costs were $2,323 thousand for the three months ended March 31, 2025, a decrease of $5,892 compared to $8,215 thousand during

the same period in the prior year.

The reason for the decrease during the three months ended September 30, 2024, is due to the fact that

during the three months ended September 30, 2023, the Company recorded a loss before tax on income from the Content Platform, which retroactively

decreased the income tax expenses recorded for the previous quarters.

of Operations During the Nine Months Ended September 30, 2024 as Compared to the Nine Months Ended September 30, 2023

revenues were $ 23,616 thousand for the nine months ended September 30, 2024, compared to $ 63,731 thousand during the same period in

The decrease in the three months ended March 31, 2025, is due to the decrease in revenues from both

the Content and Search Platforms during the three months ended March 31, 2025, as mentioned above.

Our research and development

expenses were $147 thousand for the three months ended March 31, 2025, as compared to $730 thousand during the same period in the prior

The decrease in the three months ended March 31, 2025, is due to the expense reduction in both the Content and Search Platforms

during the three months ended March 31, 2025, as compared to the same period in the prior year.

Our selling and marketing

expenses decreased to $216 thousand for the three months ended March 31, 2025, as compared to $658 thousand during the same period in

the prior year.

revenues from Cortex’s Content Platform (excluding inter-segment revenues) were $19,240 thousand for the nine months ended

September 30, 2024, a decrease of $27,898 as compared to $47,138 thousand during the same period in the prior year.

The reason for

the decrease during the nine months ended September 30, 2024, is due to the Cortex Adverse Effect.

revenues from Gix Media’s Search Platform were $4,376 thousand for the nine months ended September 30, 2024, a decrease of $12,217

thousand as compared to $16,593 thousand during the same period in the prior year.

The reasons for the decrease during the nine months

ended September 30, 2024, is due to:

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

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

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

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

traffic-acquisition and related costs were $19,214 thousand for the nine months ended September 30, 2024, a decrease of $37,343 compared

to $56,557 thousand during the same period in the prior year.

The reason for the decrease in the nine months ended September 30, 2024,

is due to the decrease in revenues from both the Content and Search Platforms during the three months ended September 30, 2024, as mentioned

research and development expenses were $1,600 thousand for the nine months ended September 30, 2024, compared to $ 2,213 thousand during

the same period in the prior year.

The reason for the decrease in the nine months ended September 30, 2024, is due to the reduction of

expenses in the Search and Content Platform, primarily in salaries and technological services.

selling and marketing expenses were $1,440 thousand for the nine months ended September 30, 2024, which is a decrease of $678 thousand

as compared to $2,118 thousand during the same period in the prior year.

The reason for the decrease in the nine months ended September

30, 2024, is due to the expense reduction primarily in salaries in the Content and Search Platforms during the nine months ended September

30, 2024, as compared to the same period in the prior year.

general and administrative expenses were $1,737 thousand for the nine months ended September 30, 2024, compared

to $2,119 thousand during the same period in the prior year.

The reason for the decrease in the nine months ended September 30, 2024, is due to the Company’s expenses reduction

primarily in salaries and professional services during the nine months ended September 30, 2024, as compared to the same period in the

depreciation and amortization expenses were $2,282 thousand for the nine months ended September 30, 2024, as compared to $2,202 thousand

during the same period in the prior year.

goodwill impairment loss of $4,739 thousand was recorded during the nine months ended September 30, 2024, compared to $0 during the nine

months ended September 30, 2023.

The total amount of goodwill impairment loss recognized by us, during the nine months ended September

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

net financial expenses were $2,755 thousand for the nine months ended September 30, 2024, compared to $691 thousand during the same period

The decrease in the three months ended March 31, 2025, is due to the expense reduction primarily in salaries in the Content

Platforms during the three months ended March 31, 2025, as compared to the same period in the prior year.

Our general and administrative

expenses were $253 thousand for the three months ended March 31, 2025, as compared to $656 thousand during the same period in the prior

The decrease in the three months ended March 31, 2025, is primarily due to reductions in salaries, rent, and headquarters-related

expenses in the three months ended March 31, 2025, as compared to the same period in the prior year.

Our depreciation and amortization

expenses for the three months ended March 31, 2025, were $719 thousand as compared to $734 thousand during the same period in the prior

Our other expenses for the

three months ended March 31, 2025, were $44 compared to $20 during the three months ended March 31, 2024.

The increase in our other expenses

during the three months ended March 31, 2025, is mainly due to professional expenses incurred in connection with the Company’s

planned Uplist.

Our net financial expenses

were $2,903 thousand for the three months ended March 31, 2025, compared to $163 thousand net financial expenses during the same period

in the prior year.

The reason for the increase during the nine months ended September 30, 2024, is mainly due to financing expenses recorded

due to accounting treatment of financial instruments, created and recorded as part of the Company’ credit facilities and private

income tax benefit was $82 thousand for the nine months ended September 30, 2024, as compared to $40 thousand income tax expenses during

the same period in the prior year.

The reason for the change during the nine months ended September 30, 2024, is due to the decrease

in income before tax.

and Capital Resources

of September 30, 2024, we had current assets of $12,894 thousand, consisting of $1,405 thousand in cash and cash equivalents, $42 thousand

restricted deposits, $6,091 thousand in accounts receivable, $1,433 thousand in other current assets and $3,923 thousand in a loan to

our Parent Company.

of September 30, 2024, we had non-current assets of $17,907 thousand, consisting of $83 thousand in deferred taxes, $36 thousand in property

and equipment net, $10,273 thousand in intangible assets net and $7,515 thousand in goodwill.

of September 30, 2024, we had $16,931 thousand in current liabilities consisting of $9,9 70 thousand in accounts payable, $834 thousand

in other payables and $5,081 thousand in short term loans and current maturities of long-term loans, $290 thousand in derivative warrant

liability and $756 thousand in short-term convertible loans.

of September 30, 2024, we had $2,304 thousand in non-current liabilities consisting of $1,080 thousand long-term loans and $1,224 thousand

in deferred taxes.

of December 31, 2023, we had current assets of $17,805 thousand consisting of $1,774 thousand in cash and cash equivalents, $149 thousand

in restricted deposits, $11,359 thousand in accounts receivable, $771 thousand in other current assets and $3,752 thousand in the loan

to our Parent Company.

of December 31, 2023, we had non-current assets of $25,477 thousand consisting of $147 thousand in deferred taxes, $397 thousand in operating

lease right-of-use assets, $245 thousand in property and equipment net, $12,434 thousand in intangible assets net and $12,254 thousand

of December 31, 2023, we had $19,773 thousand in current liabilities consisting of $12,359 thousand in accounts payable, $889 thousand

in other payables, $6,440 thousand in short term loans and current maturities of a long-term loans and $85 thousand in operating lease

of December 31, 2023, we had $4,885 thousand in non-current liabilities consisting of $3,064 thousand long-term loans, $304 thousand

in operating lease liabilities - long term and $1,517 thousand in deferred taxes.

had a negative working capital of $4,037 thousand compared to a negative working capital of $1,968 thousand as of September 30, 2024,

and December 31, 2023, respectively.

the three months ended September 30, 2024, we had a positive cash flow from operating activities of $534 thousand, which was the result

of $695 thousand in net loss, $332 thousand from positive adjustments to operating activities, and $897 thousands from positive changes

in assets and liabilities items.

the nine months ended September 30, 2024, we had positive cash flow from operating activities of $1,990 thousand, which was the result

of $10,069 thousand in net loss, $9,093 thousand from positive adjustments to operating activities, and $2,966 thousands from positive

changes in assets and liabilities items.

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

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

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

floating lien on Gix Media’s assets;

The increase during the three months ended March 31, 2025, is due to financing expenses arising from net

changes in the fair value of embedded derivatives associated with the Company’s credit facilities.

Our income tax benefit

was $28 thousand for the three months ended March 31, 2025, as compared to a $1 thousand tax expenses during the same period in the prior

Liquidity and Capital

As of March 31, 2025, we

had current assets of $6,514 thousand, consisting of $181 thousand in cash and cash equivalents, $59 thousand restricted deposits, $1,037

thousand in accounts receivable, $1,224 thousand in other current assets and $4,013 thousand in a loan to our Parent Company.

As of March 31, 2025, we had

non-current assets of $19,898 thousand, consisting of $48 thousand in deferred taxes, $129 thousand in property and equipment net, $10,017

thousand in intangible assets net and $9,704 thousand in goodwill, of which $5,125 thousand arose from the Metagramm Acquisition.

As of March 31, 2025, we had

$15,356 thousand in current liabilities consisting of $4,957 thousand in accounts payable, $1,027 thousand in other payables and $5,830

thousand in short term loans and current maturities of long-term loans, $2,752 thousand in embedded derivatives and $790 thousand in short-term

convertible loans.

As of March 31, 2025, we had

$2,231 thousand in non-current liabilities consisting of $1,221 thousand in deferred taxes and $1,010 thousand

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

As of December 31, 2024, we

had current assets of $7,752 thousand consisting of $624 thousand in cash and cash equivalents, $58 thousand in restricted deposits, $1,832

thousand in accounts receivable, $1,257 thousand in other current assets and $3,981 thousand in the loan to our parent company.

As of December 31, 2024, we

had non-current assets of $14,214 thousand consisting of $56 thousand in deferred taxes, $27 thousand in property and equipment net,

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

As of December 31, 2024, we

had $12,929 thousand in current liabilities consisting of $5,935 thousand in accounts payable, $812 thousand in other payables, $5,374

thousand in short term loans and current maturities of a long-term loans, $29 thousand in embedded derivatives and $779 thousand in short-term

convertible loans.

As of December 31, 2024, we

had $1,530 thousand in non-current liabilities consisting of $496 thousand long-term loans and $1,034 thousand in deferred taxes.

We had a negative working

capital of $8,842 thousand as compared to a negative working capital of $5,177 thousand as of March 31, 2025, and December 31, 2024, respectively.

During the three months ended

March 31, 2025, we had a negative cash flow from operating activities of $409 thousand as compared to a positive cash flow from operations

of $107 thousand during the same period in the prior year.

The decrease in the three months ended March 31, 2025 is mainly due to an increase

in the Company’s operating loss.

During the three months ended March 31, 2025, we had a positive cash flow

from investment activities of $12 thousand which arose from the Metagramm Acquisition, as compared to $0 thousand during the same period

in the prior year.

During the three months ended

March 31, 2025, we had $45 thousand negative cash flow from financing activities as compared to $660 thousand negative cash flow from

financing activities during the same period in the prior year.

The decrease in the three months ended March 31, 2025, was primarily due

to lower net repayments of bank loans which totaled $51 thousand as compared to $643 thousand in the same period in the prior year.

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, including:

(1) a floating lien on Gix Media’s

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

(3) a lien on Gix Media’s rights

under the Cortex Transaction;

(3) a lien on Gix Media’s rights under the Cortex Transaction;

a fixed lien on Gix Media’s intellectual property;

and (5) a lien on all of Gix Media’s

holdings in Cortex.

of September 30, 2024, the Company has also provided several liens under Financing Agreement with Leumi in connection with the Cortex

Acquisition, as follows:

and (5) a lien on all of Gix Media’s holdings in Cortex.

As of March 31, 2025, the

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

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

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

(2) a subordination letter

on behalf of the Company to Leumi;

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

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

to the Financing Agreement, Gix Media undertook to meet financial covenant

of positive EBITDA over the life of the loans.

As of September 30, 2024, Gix Media is in compliance with the financial covenant in connection

with the Financing Agreement.

Company experienced a decrease in its revenues from the digital content and search segments, as a result of the Cortex Adverse Effect,

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

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

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

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

As a result of the foregoing, the Company’s

operations were adversely affected.

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

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

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

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

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

In addition, the Company entered into facility

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

Additionally, the Company plans to effect the Uplist and

submitted an application to the Nasdaq, after which, if the Uplist is successful, in accordance with the terms of the aforesaid

private placement and facility agreements, the Company is expected to receive additional funds.

Furthermore, the Company’s

subsidiaries entered into an addendum to the loan agreement with Leumi pursuant to which loans repayments were deferred while

short term credit lines with Leumi continued to be utilized.

However, there is significant uncertainty as to whether the

Company will further succeed in implementing its plans or be able to secure additional funds when needed.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

required for smaller reporting companies.

and (4) a Deposit Account

Control Agreement over the Company’s bank accounts.

According to the Financing

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

As of March 31, 2025,

Gix Media is in compliance with the financial covenants in connection with the Financing Agreement.

Going Concern

The Company experienced a

decrease in its revenues from the Content and Search Platforms, as a result of the Cortex Adverse effect, a decrease in user traffic acquired

from third party advertising platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers’

technology, which adversely impacted the Company’s ability to acquire traffic in the search segment and a decrease in revenues from

routing of traffic acquired from third-party strategic partners in the search segment, as a result of lack of availability of suppliers

credit from such third party strategic partners.

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

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 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 entered into the facility agreements and a private placement, through

which it has raised capital.

Additionally, the Company plans to effect the Uplist and submitted an application to the Nasdaq, after which,

if the Uplist is successful, in accordance with the terms of the aforesaid private placement and facility agreements, the Company is expected

to receive additional funds.

Furthermore, the Company’s subsidiaries entered into an addendum to the loan agreement with Bank Leumi

pursuant to which loans repayments were deferred while short term credit lines with Bank Leumi continued to be utilized.

However, there

is significant uncertainty as to whether the Company will further succeed to implement its plans or be able to secure additional funds

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

Not required for smaller reporting companies.

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 2. Management’s Discussion and Analysis