QUANTUM X LABS INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________ Commission file number: 000-15746 VIEWBIX INC. (Exact Name Of Registrant As Specified In Its Charter) Delaware 68-0080601 (State of (I.R.S. Employer Incorporation) Identification Number) 3 Hanehoshet St , Building B, 7th floor , Tel Aviv , Israel 6971068 (Address of Principal Executive Officers) (Zip Code) Registrant’s Telephone Number, Including Area Code: +972 - 9-774-1505 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ On August 18, 2025, the Registrant had 10,649,816 shares of common stock issued and outstanding. VIEWBIX INC. TABLE OF CONTENTS Item Description Page PART I - FINANCIAL INFORMATION 3 ITEM 1. FINANCIAL STATEMENTS 3 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS 41 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 51 ITEM 4. CONTROLS AND PROCEDURES 51 PART II - OTHER INFORMATION 51 ITEM 1. LEGAL PROCEEDINGS 51 ITEM 1A. RISK FACTORS 51 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 54 ITEM 3. DEFAULT UPON SENIOR SECURITIES 54 ITEM 4. MINE SAFETY DISCLOSURE 54 ITEM 5. OTHER INFORMATION 54 ITEM 6. EXHIBITS 54 SIGNATURES 55 - 2 - PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS VIEWBIX INC. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2025 CONTENTS Page Interim Condensed Consolidated Balance Sheets (unaudited) 4 - 5 Interim Condensed Consolidated Statements of Operations (unaudited) 6 Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) 7 – 8 Interim Condensed Consolidated Statements of Cash Flows (unaudited) 9 - 10 Notes to the Interim Condensed Consolidated Financial Statements (unaudited) 11 - 40 - 3 - VIEWBIX INC. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) U.S. dollars in thousands (except share data) As of As of Note June 30 , 2025 December 31, 2024 ASSETS CURRENT ASSETS Cash and cash equivalents 1,988 624 Restricted deposits 173 58 Accounts receivable 1,049 1,832 Loan to parent company 3 - 3,981 Other current assets 933 1,257 Total current assets 4,143 7,752 NON-CURRENT ASSETS Deferred taxes 38 56 Property and equipment, net 108 27 Intangible assets, net 5 9,257 9,552 Goodwill 5 6,554 4,579 Total non-current assets 15,957 14,214 Total assets 20,100 21,966 The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 4 - VIEWBIX INC. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.) U.S. dollars in thousands (except share data) As of As of Note June 30, 2025 December 31, 2024 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable 5,531 5,935 Short-term loans 7 3,152 2,310 Current maturities of long-term loans 7 2,233 3,064 Embedded derivatives 7,8 - 29 Short-term convertible loans 7 867 779 Other payables 874 812 Total current liabilities 12,657 12,929 NON-CURRENT LIABILITIES Long-term loans, net of current maturities 7 - 496 Deferred taxes 1,107 1,034 Earn-out liability 6 1,010 - Total non-current liabilities 2,117 1,530 Commitments and Contingencies 9 - - SHAREHOLDERS’ EQUITY Common stock of $ 0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 9,399,163 and 5,296,945 shares as of June 30, 2025, and December 31, 2024, respectively (*) . 4 3 Additional paid-in capital 46,607 28,482 Accumulated deficit ( 42,088 ) ( 22,714 ) Equity attributed to shareholders of Viewbix Inc. 4,523 5,771 Non-controlling interests 803 1,736 Total equity 5,326 7,507 Total liabilities and shareholders’ equity 20,100 21,966 (*) Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 10.D). The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 5 - VIEWBIX INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) U.S. dollars in thousands (except share data) Note 2025 2024 2025 2024 For the six months ended June 30, For the three months ended June 30, Note 2025 2024 2025 2024 Revenues 5,014 17,335 2,281 7,333 Costs and Expenses: Traffic-acquisition and related costs 4,203 14,069 1,880 5,854 Research and development 272 1,262 125 532 Selling and marketing 406 1,111 190 453 General and administrative 829 1,302 576 646 Depreciation and amortization 1,500 1,555 781 821 Goodwill impairment 5B 3,150 4,739 3,150 4,739 Other expenses (income), net 1D,4 544 ( 213 ) 500 ( 233 ) Operating loss 5,890 6,490 4,921 5,479 Financial expenses, net 11 10,525 2,907 7,622 2,744 Loss before income taxes 16,415 9,397 12,543 8,223 Income tax benefit ( 153 ) ( 23 ) ( 125 ) ( 24 ) Net loss 16,262 9,374 12,418 8,199 Less: net loss attributable to non-controlling interests 936 1,198 760 1,022 Net loss attributable to shareholders of Viewbix Inc. 15,326 8,176 11,658 7,177 Net loss per share – Basic and diluted attributed to shareholders: 2.42 2.18 1.61 1.91 Weighted average number of shares – Basic and diluted 6,330,104 3,748,861 (*) 7,235,599 3,765,552 (*) (*) Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 10.D). The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 6 - VIEWBIX INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) U.S. dollars in thousands (except share data) Number Amount capital Deficit Shareholders Interests Equity Common stock (*) Additional paid-in Accumulated Total Attributed to the company’s Non- Controlling Total Number Amount capital Deficit Shareholders Interests Equity Balance as of January 1, 2025 5,296,945 3 28,482 ( 22,714 ) 5,771 1,736 7,507 Net loss - - - ( 15,326 ) ( 15,326 ) ( 936 ) ( 16,262 ) Shares issued in connection with the Reverse Stock Split (see note 10.D) 14 - (** ) - - - - - Issuance of shares in connection with acquisition of a subsidiary (see note 6) 1,323,000 - (** ) 5,159 - 5,159 - 5,159 Issuance of shares and warrants in connection with conversion of loans (see notes 7.E, 7.F, 7.G) 922,957 - (** ) 11,072 - 11,072 - 11,072 Exercise of warrants (see note 10.C) 1,818,747 1 1,819 - 1,820 - 1,820 Redeem of loan to parent company (see note 3) - - - ( 4,048 ) ( 4,048 ) - ( 4,048 ) Share-based compensation 37,500 - (** ) 75 - 75 3 78 Balance as of June 30, 2025 9,399,163 4 46,607 ( 42,088 ) 4,523 803 5,326 Common stock Additional paid-in Accumulated Total Attributed to the company’s Non- Controlling Total Number Amount capital Deficit Shareholders Interests Equity Balance as of April 1, 2025 6,619,959 3 33,641 ( 26,382 ) 7,262 1,563 8,825 Net loss - - - ( 11,658 ) ( 11,658 ) ( 760 ) ( 12,418 ) Issuance of shares and warrants in connection with conversion of loans (see notes 7.E, 7.F, 7.G) 922,957 - (** ) 11,072 - 11,072 - 11,072 Exercise of warrants (see note 10.C) 1,818,747 1 1,819 - 1,820 - 1,820 Redeem of loan to parent company (see note 3) - - - ( 4,048 ) ( 4,048 ) - ( 4,048 ) Share-based compensation 37,500 - (** ) 75 - 75 - 75 Balance as of June 30, 2025 9,399,163 4 46,607 ( 42,088 ) 4,523 803 5,326 (*) Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 10.D). (**) Represents an amount less than $1. The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 7 - VIEWBIX INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) U.S. dollars in thousands (except share data) Common stock (*) Additional paid-in Accumulated Total Attributed to the company’s Non- Controlling Total Number Amount capital Deficit Shareholders Interests Equity Balance as of January 1, 2024 3,732,169 3 25,476 ( 10,661 ) 14,818 3,806 18,624 Net loss - - - ( 8,176 ) ( 8,176 ) ( 1,198 ) ( 9,374 ) Share-based compensation - - 12 - 12 17 29 Issuance of shares and warrants in connection with issuance of convertible loans (see note 7.E) 233,679 - (** ) 180 - 180 - 180 Receipts on account of shares and warrants (see note 10.B) - - 237 - 237 - 237 Balance as of June 30, 2024 3,965,848 3 25,905 ( 18,837 ) 7,071 2,625 9,696 Common stock (*) Additional paid-in Accumulated Total Attributed to the company’s Non- Controlling Total Number Amount capital Deficit Shareholders Interests Equity Balance as of April 1, 2024 3,732,169 3 25,482 ( 11,660 ) 13,825 3,642 17,467 Balance 3,732,169 3 25,482 ( 11,660 ) 13,825 3,642 17,467 Net loss - - - ( 7,177 ) ( 7,177 ) ( 1,022 ) ( 8,199 ) Share-based compensation - - 6 - 6 5 11 Issuance of shares and warrants in connection with issuance of debt and convertible debt (see note 7.E) 233,679 - (** ) 180 - 180 - 180 Receipts on account of shares and warrants (see note 10.B) - - 237 - 237 - 237 Balance as of June 30, 2024 3,965,848 3 25,905 ( 18,837 ) 7,071 2,625 9,696 Balance 3,965,848 3 25,905 ( 18,837 ) 7,071 2,625 9,696 (*) Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 10.D). (**) Represents an amount less than $1. The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 8 - VIEWBIX INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) U.S. dollars in thousands (except share data) 2025 2024 2025 2024 For the six months ended June 30, For the three months ended June 30, 2025 2024 2025 2024 Cash flows from Operating Activities Net loss 16,262 9,374 12,418 8,199 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,500 1,555 781 821 Share-based compensation 78 29 75 11 Deferred taxes ( 180 ) ( 159 ) ( 104 ) ( 78 ) Accrued interest, net ( 17 ) 34 3 20 Interest income ( 63 ) ( 79 ) ( 25 ) ( 40 ) Amortization of loan discounts 38 15 16 13 Change in the fair value of financial assets at fair value through profit or loss (see note 8) 10,121 - 7,398 - Amortization of deferred debt issuance costs (see notes 7.E. 7.F, 7.G) 134 6 66 6 Goodwill Impairment (see note 5) 3,150 4,739 3,150 4,739 Equity based debt issuance costs (see note 7.E) - 26 - 26 Loss from substantial debt terms modification (see note 7.D) - 2,515 - 2,515 Loss on sale and disposal of property and equipment - 72 - 72 Loss from termination of lease agreement - 8 - 8 Changes in assets and liabilities items: Decrease (increase) in accounts receivable 783 5,286 ( 12 ) 931 Decrease (increase) in other current assets 204 59 225 ( 89 ) Increase in operating lease right-of-use asset - - - ( 23 ) Increase (decrease) in accounts payable ( 392 ) ( 3,519 ) 574 433 Decrease (increase) in other payables 70 243 ( 156 ) 158 Decrease in operating lease liabilities - - 25 Net cash provided by (used in) operating activities ( 836 ) 1,456 ( 427 ) 1,349 The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 9 - VIEWBIX INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Cont.) U.S. dollars in thousands (except share data) For the six months ended June 30, For the three months ended June 30, 2025 2024 2025 2024 Cash flows from Investing Activities Net cash from acquisition of a subsidiary (see appendix A) 12 - - - Net cash provided by investing activities 12 - - - Cash flows from Financing Activities Receipt of short-term convertible loans 630 350 630 350 Receipt of short-term bank loans 4,447 1,750 2,418 1,650 Repayment of short-term bank loans ( 3,263 ) ( 4,711 ) ( 1,841 ) ( 3,968 ) Repayment of long-term bank loans ( 1,327 ) ( 320 ) ( 669 ) ( 320 ) Increase in loan to parent company (see note 3) ( 4 ) ( 34 ) ( 10 ) ( 17 ) Receipts on account of shares and warrants (see note 10.B) - 237 - 237 Proceeds from exercise of warrants 1,820 - 1,820 - Net cash provided by (used in) financing activities 2,303 ( 2,728 ) 2,348 ( 2,068 ) Increase (decrease) in cash and cash equivalents and restricted cash 1,479 ( 1,272 ) 1,921 ( 719 ) Cash and cash equivalents and restricted cash at beginning of period 682 1,923 240 1,370 Cash and cash equivalents and restricted cash at end of period 2,161 651 2,161 651 Supplemental Disclosure of Cash Flow Activities: Cash paid during the period Taxes paid 5 80 4 26 Interest paid 265 389 124 184 Total Cash paid during the period 270 469 128 210 Substantial non-cash activities: Deemed extinguishment and re-issuance of debt (see note 7.D) - 500 - 500 Termination of operating lease agreement (see note 4) - 389 - 389 Redeem of loan to parent company 4,048 - 4,048 - Conversion of loans into shares and warrants 922 - 922 - Appendix A : As of March 24, 2025 Consolidation of Metagramm (see note 6): Other current assets 18 Property and equipment 106 Goodwill 5,125 Technology, net of deferred taxes 585 Customer Relations, net of deferred taxes 323 Earn-out liability ( 1,010 ) Consideration paid in Company’s shares ( 5,159 ) Balance as of March 24, 2025 ( 12 ) The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements. - 10 - VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 1: GENERAL A. Organizational Background Viewbix Inc. (the “Company”) was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”). On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc (“Zaxis”). On March 16, 2015, Zaxis and Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald Israel”) executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned subsidiary. Accordingly, on September 14, 2015, the Company changed its name to Emerald Medical Applications Corp., subsequent to which the Company, through Emerald Israel, was engaged in the development of technology for use in detection of skin cancer. On January 29, 2018, the Company ceased its business operations in this field. On May 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney as special executor for Emerald Israel. On January 17, 2018, the Company formed a new wholly owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (“VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies. Effective as of March 7, 2018, the Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. VCT Israel ceased its business operation in 2019 and prior to consummation of the Recapitalization Transaction. On January 27, 2020, VCT Israel was sold to a third party for NIS 50 thousand (approximately $ 13 ). On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement” or the “Recapitalization Transaction”) with Gix Internet Ltd., a company organized under the laws of the State of Israel (“Gix” or “Parent Company”), pursuant to which, Gix assigned, transferred and delivered its 99.83 % holdings in Viewbix Ltd., a company organized under the laws of the State of Israel (“Viewbix Israel”), to the Company in exchange for shares of the Company, which resulted in Viewbix Israel becoming a subsidiary of the Company. In connection with the Share Exchange Agreement, effective as of August 7, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc. B. Reorganization Transaction On December 5, 2021, the Company entered into a certain Agreement and Plan of Merger with Gix Media Ltd. (“Gix Media”), an Israeli company and the majority-owned ( 77.92 %) subsidiary of Gix, the Parent Company and Vmedia Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, Merger Sub merged with and into Gix Media, with Gix Media being the surviving entity and a wholly-owned subsidiary of the Company (the “Reorganization Transaction”). On September 19, 2022, the Reorganization Transaction was consummated and as a result, all outstanding ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) were delivered to the Company in exchange for the Company’s shares of common stock, par value $ 0.0001 per share (“Common Stock”). As a result of the Reorganization Transaction, the former holders of Gix Media Shares, who previously held approximately 68% of the Company’s Common Stock, held approximately 97% of the Company’s Common Stock, and Gix Media became a wholly owned subsidiary of the Company. - 11 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 1: GENERAL (Cont.) B. Reorganization Transaction (Cont.) In connection with the Closing of the Reorganization Transaction, the Company filed an Amended and Restated Certificate of Incorporation (the “Amended COI”) with the Secretary of State of Delaware, effective as of August 31, 2022, pursuant to which, concurrently with the effectiveness of the Amended COI, the Company, among other things, effected a reverse stock split of its common stock at a ratio of 1-for-28 . As the Company and Gix Media were consolidated both by the Parent Company and Xylo Technologies Ltd. (formerly known as Medigus Ltd.) (the “Ultimate Parent”), before and after the Reorganization Transaction, the Reorganization Transaction was accounted for as a transaction between entities under common control. Accordingly, the financial information of the Company and Gix Media is presented in these financial statements, for all periods presented, reflecting the historical cost of the Company and Gix Media, as it is reflected in the consolidated financial statements of the Parent Company, for all periods preceding March 1, 2022, the date the Ultimate Parent obtained a controlling interest in the Parent Company and as it is reflected in the consolidated financial statements of the Ultimate Parent for all periods subsequent to March 1, 2022. C. Business Overview The Company and its subsidiaries (the “Group”), Gix Media and Cortex Media Group Ltd. (“Cortex”), operate in the field of digital advertising. The Group has two main activities that are reported as separate operating segments: the search segment and the digital content segment. The search segment develops a variety of technological software solutions, which perform automation, optimization, and monetization of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers. The search segment activity is conducted by Gix Media. The digital content segment is engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, by utilizing such content to obtain and route internet user traffic for its customers. The digital content segment activity is conducted by Cortex. On January 23, 2023, Gix Media acquired an additional 10 % of the share capital of Cortex, increasing its holdings to 80 % in consideration for $ 2,625 (the “Subsequent Purchase”). The Subsequent Purchase was financed by Gix Media’s existing cash balances and by a long-term bank loan received on January 17, 2023, in the amount of $ 1,500 (see also note 7.B). The Subsequent Purchase was recorded as a transaction with non-controlling interests in the Company’s statement of changes in shareholders equity for the year ended December 31, 2023. On March 24, 2025, the Company entered into a securities exchange agreement with Metagramm Software Ltd. (“Metagramm”) and all of the shareholders of Metagramm, pursuant to which the Company acquired 100 % of Metagramm’s shares in exchange for consideration of $ 5,159 . The consideration was paid to Metagramm’s shareholders in the form of 1,323,000 shares of commons stock of the Company, representing 19.99 % of the Company’s issued and outstanding share capital. 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. - 12 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 1: GENERAL (Cont.) D. Impact of the “Iron Swords” War on Israel In October 2023, Israel was attacked by a terrorist organization and entered a state of war on several fronts (the “War”). In June 2025, following continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike targeting military and nuclear infrastructure inside Iran, aiming to disrupt Iran’s ability to coordinate or escalate hostilities and degrade its nuclear capabilities. Iran responded with multiple waves of drones and ballistic missiles targeting Israeli cities. While most were intercepted, some caused civilian casualties and infrastructure damage. The Israeli military conducted further operations against Iranian assets. After 12 days of hostilities, a ceasefire between Israel and Iran was reached in June 2025. However, the situation remains volatile, and the risk of broader regional escalation involving additional actors persists. As the Group’s customers are mainly in the US and Europe, its operations, revenues, and profitability were indirectly affected due to recruitment of senior employees to military reserves for an extended period of time. In January 2024, Gix Media and Cortex filed a request with the Israeli Tax Authority (the “ITA”) to receive compensation for the decrease in revenues related to the War. In April and May 2024, Gix Media and Cortex received a total of $ 337 from the ITA that were recorded as a reduction of other expenses, net in the Company’s consolidated statement of operations for the six months period ended June 30, 2024. As of the date of these financial statements the War is still on going. Therefore, there is no assurance that future developments of the War will not have any impact for reasons beyond the Company’s control, such as expansion of the War to additional regions. The Company has business continuity procedures in place, and will continue to follow developments, assessing potential impact, if any, on the Company’s business, financials, and operations. E. Cortex Adverse Effect In April 2024, the Company was informed by Cortex that a significant customer of Cortex recently notified Cortex it will stop advertising on Cortex’s sites, as part of its policy decision to cease advertising on Made for Advertising (“MFA”) sites (the “Cortex Adverse Effect”). The Cortex Adverse Effect, which has materially affected Cortex’s business and operations, has occurred following certain recent developments relating to publishers that are categorized by a number of on-line advertisers as MFA, including decisions made by leading media on-line advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA. Due to the Cortex Adverse Effect and additional circumstances as explained in note 5.B, the Company recorded an impairment loss of $ 7,675 and $ 3,150 in the goodwill related to the digital content segment as of December 31, 2024 and June 30 ,2025, respectively. - 13 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) F. Filing of Insolvency Petition Against Gix Media On March 27, 2025, a petition (the “Petition”) was filed with the District Court of Tel Aviv-Jaffa (the “Court”) for a court order to commence insolvency proceedings against Gix Media. The Petition was filed by a primary service provider of Gix Media (the “Service Provider”) alleging that Gix Media owes it approximately $ 260 (excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider. On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Provider and other creditors of Gix Media that joined the Petition (collectively, the “Service Providers”) with respect to the debts owed by Gix Media to the Service Providers. On July 22, 2025, Gix Media paid the full amount of the debts owed to the Service Providers and as a result the Petition was dismissed (see note 13.A). G. Nasdaq Uplisting On June 4, 2025, the Company’s shares of common stock were approved for listing on The Nasdaq Capital Market (“Nasdaq”). The Company’s shares began trading under the symbol “VBIX” on the Nasdaq on June 5, 2025 (the “Uplist Date”). The Company’s shares were previously quoted on the OTC Markets, Pink Tier under the symbol “VBIX”, and ceased to be quoted on the OTC Markets, Pink Tier at the close of business on June 4, 2025 (the “Uplist”). As a result of the Uplist, the Company received during June 2025, aggregate gross proceeds of $ 2,450 in connection with a private placement and three facility agreements, consisting of $ 630 from the receipt of additional loans and $ 1,820 from the exercise of warrants (see notes 7.E, 7.F and 7.G). H. Going Concern From the second half of 2023 through June 30, 2025, the Company experienced a decrease in its revenues from the digital content and search segments, as a result of: the Cortex Adverse Effect (see note 1.E), a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers’ technology, which adversely impacted the Company’s ability to acquire traffic in the search segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the search segment, as a result of lack of availability of suppliers credit from such third party strategic partners. As a result of the foregoing, during the six months ended June 30, 2025, the Company recorded an operating loss of $ 5,890 compared to $ 6,490 during the six months ended June 30, 2024. Additionally, the Company recorded a net loss of $ 16,262 during the six months ended June 30, 2025, compared to $ 9,374 during the six months ended June 30, 2024. As of June 30, 2025, the Company had cash and cash equivalents of $ 1,988 , bank loans of $ 5,385 , accumulated deficit of $ 42,088 and a negative cash flow of $ 836 for the six months ended June 30, 2025. The decline in revenues and other circumstances described above raise substantial doubts about the Company’s ability to continue as a going concern during the 12-month period following the issuance date of these financial statements. - 14 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 1: GENERAL (Cont.) H. Going Concern (Cont.) Management’s response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research and development and selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well as creation of new partnerships and other new income sources. In addition, during the period from June to August 2024, the Company raised through a private placement and through three facility agreements with certain investors and lenders aggregate gross proceeds of $ 887 (see note 10.B). Moreover, on June 5, 2025, pursuant to the consummation of the Uplist (as described in note 1.G above) the Company received during June 2025, aggregate gross proceeds of $ 2,450 . Subsequent to the balance sheet date, the Company raised additional funds, significantly increasing its cash balance, as follows: (1) in July 2025, the Company received aggregate proceeds of $ 402 from the exercise of warrants in connection with a private placement and a facility agreement (see note 13.C) and (2) on July 14, 2025, the Company closed a private placement transaction with certain accredited investors, pursuant to which the Company received gross proceeds of $ 4.5 million (see note 13.D). Notwithstanding the foregoing, there remains uncertainty as to whether the Company will be able to secure additional funding when needed. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. - 15 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2024. B. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. C. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, stock-based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. D. Derivative Financial Instruments The 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. - 16 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) E. Fair Value of Financial Instruments Fair 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: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. ● Level 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; and ● Level 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. F. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. G. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s interim condensed consolidated financial statements. - 17 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 3: LOAN TO PARENT COMPANY SCHEDULE OF LOAN TO PARENT COMPANY As of June 30 2025 As of December 31 2024 Loan to Parent Company $ - $ 3,981 The balance with the Parent Company represents a balance of an intercompany loan under a loan agreement signed between Gix Media and the Parent Company on March 22, 2020. The loan bore interest at a rate determined from time to time in accordance with Section 3(j) of the Income Tax Ordinance, new version, and the Income Tax Regulations (Determination of Interest Rate for the purposes of Section 3(j), 1986) or according to a market interest rate decision as agreed between the parties. The amount of the loan is in U.S. dollars. On March 19, 2025, the Company’s board of directors approved to extend the loan between Gix Media and the Parent Company until September 1, 2025. All other terms and conditions of the loan will remain unchanged. On April 10, 2025, the Company’s board of directors approved the redemption of the loan between Gix Media and the Parent Company. As a result, Gix Media and the Parent Company entered into a redemption agreement, effective as of May 27, 2025, pursuant to which the outstanding loan was redeemed in consideration for the transfer to Gix Media of all of the Parent Company’s intangible assets, including, inter alia, intellectual property rights, trademarks, software, algorithms, domains, technological know-how and any other intangible asset (the “Redemption”). Since this transaction is between entities under common control, the intangible assets received from the Parent Company were recorded at their historical carrying amount as they were recorded at the Parent Company’s financial statements which is $ 0 . As a result, the outstanding loan amount including accrued interest, totaling $ 4,048 , was redeemed in full. The Redemption was recorded as an increase to the accumulated deficit in the Company’s statement of changes in shareholders equity for the six months period ended June 30, 2025. For the six months ended June 30, 2025 and 2024, Gix Media recognized interest income in the amount of $ 63 and $ 79 , respectively. NOTE 4: LEASES On February 25, 2021, Gix Media entered into a lease agreement for a new corporate office of 479 square meters in Ramat Gan, Israel, at a monthly rent fee of $ 10 . The lease period was for 36 months (the “initial lease period”) with an option by the Company to extend the lease period for two additional terms of 24 months each. In accordance with the lease agreement, the Company made leasehold improvements in exchange for a rent fee discount of $ 67 which will be spread over the initial lease period. The Company included renewal options that it was reasonably certain to exercise in the measurement of the lease liabilities. In December 2023, the Company exercised the option to extend the lease period for an additional term of 24 months (from March 1, 2024, to February 28, 2026 ). On June 20, 2024, Gix Media and the lessor of its offices entered into a lease termination agreement. According to the agreement, the lease, which originally had a termination date of February 28, 2026, terminated on June 30, 2024. In compensation for the lessor’s consent to an early termination, Gix Media paid the lessor $ 7 in cash and $ 62 in office furniture and equipment, as per the carrying values of such assets on the Company’s books as of the early termination date. Operating lease expenses amounted to $ 0 and $ 69 for the six months ended June 30, 2025 and 2024, respectively. - 18 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 5: GOODWILL AND INTANGIBLE ASSETS, NET A. Composition: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS Internal-use Software Customer Relations Technology Goodwill Total Cost: Balance as of January 1, 2025 465 6,234 11,008 4,579 22,286 Consolidation of Metagramm (see note 6) - 420 760 5,125 6,305 Impairment of goodwill - - - ( 3,150 ) ( 3,150 ) Balance as of June 30, 2025 465 6,654 11,768 6,554 25,441 Accumulated amortization: Balance as of January 1, 2025 429 2,522 5,204 - 8,155 Amortization recognized during the period 36 486 953 - 1,475 Balance as of June 30, 2025 465 3,008 6,157 - 9,630 Amortized cost: As of June 30, 2025 - 3,646 5,611 6,554 15,811 Internal-use Software Customer Relations Technology Goodwill Total Cost: Balance as of January 1, 2024 465 6,234 11,008 12,254 29,961 Cost, beginning balance 465 6,234 11,008 12,254 29,961 Impairment of goodwill - - - ( 7,675 ) ( 7,675 ) Balance as of December 31, 2024 465 6,234 11,008 4,579 22,286 Cost, ending balance 465 6,234 11,008 4,579 22,286 Accumulated amortization: Balance as of January 1, 2024 276 1,631 3,366 - 5,273 Accumulated amortization, beginning balance 276 1,631 3,366 - 5,273 Amortization recognized during the year 153 891 1,838 - 2,882 Balance as of December 31, 2024 429 2,522 5,204 - 8,155 Accumulated amortization, ending balance 429 2,522 5,204 - 8,155 Amortized cost: As of December 31, 2024 36 3,712 5,804 4,579 14,131 Amortized cost 36 3,712 5,804 4,579 14,131 B. Impairment of goodwill: 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. As of December 31, 2024, the Company recognized an impairment loss of $ 7,675 related to the digital content reporting unit. - 19 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 6: BUSINESS COMBINATION Metagramm Acquisition: On July 31, 2024, the Company entered into a securities exchange agreement with Metagramm pursuant to which the Company agreed to issue to Metagramm 9.99 % of its issued and outstanding share capital in exchange for 19.99 % of Metagramm’s issued and outstanding share capital (the “2024 SEA”). On March 24, 2025 (the “Closing Date”), the Company entered into a new securities exchange agreement with Metagramm and all of the shareholders of Metagramm which replaced and terminated the 2024 SEA (the “2025 SEA”). Pursuant to the 2025 SEA, the Company acquired 100 % of Metagramm’s shares in exchange for consideration of $ 5,159 . The consideration was paid to Metagramm’s shareholders in the form of 1,323,000 shares of common stock of the Company, representing 19.99 % of the Company’s issued and outstanding share capital immediately following the acquisition (the “Metagramm Acquisition”). In addition, the Company agreed to pay Metagramm’s shareholders cash earn-out payments on a pro rata basis of up to a cumulative sum of $ 2.0 million, contingent on achieving certain financing and revenue milestones within 3 years following the Closing Date (see note 13.D). Fair Value of Metagramm’s Identifiable Assets and Liabilities: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Cash and cash equivalents 12 Other current assets 18 Property and equipment 106 Goodwill arising from the acquisition 5,125 Technology, net of deferred taxes 585 Customer Relations, net of deferred taxes 323 Total cost of the acquisition 6,169 Earn-out liability arising from the acquisition 1,010 Total liabilities 1,010 Consideration paid in Company’s shares 5,159 The total consideration was allocated to the fair value of assets acquired and liabilities assumed as of the Closing Date, with the excess purchase price recorded as goodwill. Management’s estimate of the fair values of the acquired technology and customer relations and earn-out liability assumed as of the Closing Date is preliminary and subject to change and is based on established and accepted valuation techniques performed with the assistance of third-party valuation specialists. Changes to amounts will be recorded as adjustments to the provisional amounts recognized as of the Closing Date and may result in a corresponding adjustment to goodwill during the remainder of the measurement period, which will not exceed twelve months from the Closing Date. The goodwill that arose from the acquisition consists of synergies expected from the activities of the Company and Metagramm. The estimation of the fair value of these intangible assets was determined using the income approach, which is based on the present value of the future cash flows attributable to each identifiable intangible asset. The estimation of the fair value of the earn-out liability was calculated based on Monte Carlo method. Other current assets were estimated to have fair values that approximate their carrying values due to the short-term maturities of these instruments. The estimated useful lives for the acquired technology and customer relations of Metagramm Acquisition are 5 years and 2.5 years, respectively. The goodwill will not be deductible for income tax purposes. - 20 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS A. Composition of long-term loans, short-term loans, and credit lines of the Group: The following is the composition of the balance of the Group’s loans according to their nominal value: SCHEDULE OF COMPOSITION OF BALANCE OF GROUP’S LOANS Interest rate As of June 30, 2025 As of December 31, 2024 Short-term bank loans – Gix Media SOFR + 4.60 % 430 1,138 Short-term bank loan – Gix Media SOFR + 4.65 % 1,722 - Short-term bank loan – Cortex SOFR + 4.35 % 1,000 830 Short-term bank loan SOFR + 4.35 % 1,000 830 Long-term bank loan, including current maturity – Gix Media (received on October 13, 2021) SOFR + 4.12 % 1,497 2,564 Long-term bank loan, including current maturity – Gix Media (received on January 17, 2023) SOFR + 5.37 % 736 996 Long-term bank loan SOFR + 5.37 % 736 996 Short-term loan – June 2024 Facility Agreement – Viewbix Inc 12 % - 342 Short-term convertible loan – June 2024 Facility Agreement – Viewbix Inc 12 % 867 649 Short-term convertible loan – First July 2024 Facility Agreement – Viewbix Inc 12 % - 50 Short-term convertible loan – Second July 2024 Facility Agreement – Viewbix Inc 12 % - 80 Short-term convertible loan 12 % - 80 Bank Loan 6,252 6,649 B. Gix Media’s Loan Agreement and short-term loans: On October 13, 2021, Gix Media entered into a financing agreement with Bank Leumi Le Israel Ltd (“Leumi”), an Israeli bank, for the provision of a line of credit in the total amount of up to $ 3,500 and a long-term loan totaling $ 6,000 , which Gix Media used to finance the acquisition of Cortex (the “Financing Agreement”). The Financing Agreement included the following main terms: 1) A loan of $ 6,000 to be provided to Gix Media which will be repaid in 48 monthly payments at an annual interest rate of LIBOR + 4.12 %. 2) A renewable monthly line of credit, of up to $ 3,500 to be provided to Gix Media, which will be available for utilization for a period of two years and will be determined on a monthly basis, at 80 % of Gix Media’s accounts receivable balance (“Line of Credit”). The amounts that will be withdrawn from the Line of Credit will bear annual interest of LIBOR + 3.2 %. 3) Gix Media undertook to meet financial covenants over the life of the loans as follows: the ratio of debt to EBITDA, based on the Gix Media’s consolidated financial statements in all 4 consecutive quarters, will not exceed 2.4 in the first two years and will not exceed 1.75 in the following two years. As of December 31, 2023, Gix Media didn’t meet the financial covenants in connection with the Financing Agreement, however, Gix Media has received a waiver by Leumi to be effected until April 16, 2024, according to which, Leumi agreed to delay its right for immediate repayment of the loans. Accordingly, the Company did not reclassify long-term loan, net of current maturities item in the balance sheet as a current liability. 4) As part of the Financing Agreement, Gix Media and the Company provided several liens in favor of Leumi (see note 9). - 21 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS (Cont.) 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 $ 1,500 , to be withdrawn at the discretion of Gix Media no later than January 31, 2023 (the “Additional Loan”). On January 23, 2023, Gix Media acquired an additional 10% of Cortex’s capital shares (see notes 1.C and 7.A) which was financed by Gix Media’s existing cash balances and by the Additional Loan received on January 17, 2023, in the amount of $ 1,500 to be repaid in 42 monthly payments at an annual interest rate of SOFR + 5.37 %. On October 10, 2023, Gix Media and Leumi entered into a second addendum to the Financing Agreement, according to which, Leumi extended an existing monthly renewable credit line of $ 3,500 (the “Gix Media Credit Line”) by one year which will expire on October 13, 2024. The amounts that are drawn from the Gix Media Credit Line bear an annual interest of SOFR + 4.05 %. In addition, according to the Second Addendum the 2.4 ratio of debt to EBITDA was extended by nine months to June 30, 2024. On June 13, 2024, Gix Media and Leumi entered into a third addendum to the Financing Agreement between the parties which was effective from May 15, 2024, pursuant to which, inter alia: (i) the addendum will be effective until August 31, 2024; (ii) the Company is obligated to transfer to Gix Media $ 600 ; (iii) a new covenant which replaced the previous financial covenant, measured by reference to positive EBITDA was implemented; (iv) all payments due to Leumi Long-term bank loan 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; (v) a new loan of $ 350 was granted to Gix Media on June 13, 2024 which was repaid in full on August 30, 2024, alongside the existing credit facility to Gix Media. The existing credit facility will remain equal to 80 % of Gix Media’s customer balance (“Gix Media Credit Line”); (vi) Gix Media is obligated to perform a reduction in expenses, including reduction in human capital. - 22 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS (Cont.) B. Gix Media’s Loan Agreement and short-term loans: Effective as of August 30, 2024, Gix Media and Leumi entered into a fourth addendum to the Financing Agreement, pursuant to which, inter alia: (i) subject to the receipt of at least $ 2,000 from the Company by no later than January 1, 2025, the existing credit facility to Gix Media will be extended until February 27, 2025 and (ii) the repayment of the outstanding principal amounts of the long-term bank loans of Gix Media under the Financing Agreement and an additional short-term loan in the amount of $ 160 , will be deferred until December 31, 2024 and from January 1, 2025, all due payments will be repaid as schedule until the end of the term of the long term bank loans. On September 16, 2024, Gix Media repaid an aggregate amount of $ 350 , consisting of the short-term bank loan in the amount of $ 160 and principal amounts of the long-term bank loans totaling $ 190 . On the same date, Gix Media received a new short-term bank loan of $ 350 which replaced the repaid amounts. The new loan bears an annual interest rate of SOFR + 4.60 % and is to be repaid in one single payment on January 2, 2025. On September 19, 2024, Gix Media received a short-term loan of $ 75 . The loan bears an annual interest rate of SOFR + 4.60 % and was repaid in monthly installments of $25 over a 3-month period from October to December 2024. On February 4, 2025, Gix Media and Leumi entered into a fifth addendum to the Financing Agreement, which was effective as of January 29, 2025, according to which, inter alia: (i) the Gix Media Credit Line was extended to March 31, 2025, (ii) the repayment the outstanding principal amounts of the long term bank loans of Gix Media under the Financing Agreement, was deferred until the actual deposit by the Company in Gix Media’s account of an investment account equal to the amounts of the deferred long term bank loans owned by Gix Media (the “Investment Amount”), which in any event shall be no later than March 31, 2025 (the “Deposit Date”), (iii) upon such Deposit Date, all deferred payments will be immediately repaid using the deposited amounts and any remaining amounts from any other sources, (iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each long term bank loan. On March 30, 2025, Gix Media and Leumi entered into a sixth additional addendum to the Financing Agreement, which extended the Deposit Date until May 20, 2025. On June 18, 2025, Gix Media received a short-term loan of $ 1,722 , bearing an annual interest rate of SOFR + 4.65 %, which was repaid in a single payment on July 3, 2025. As of June 30, 2025, Gix Media has drawn $ 430 of the Gix Media Credit Line. On July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement, according to which, inter alia: (i) the Deposit Date will be extended until October 1, 2025 (ii) Gix Media agreed to repay $ 2.4 million to Leumi by October 1, 2025, and (iii) subject to the full repayment of the $ 2.4 million, Leumi would provide a new 24-month loan equal to the then outstanding balance of the debt (see note 13.B). - 23 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS (Cont.) C. Cortex’s Loan Agreement: On September 21, 2022, Cortex and Leumi entered into an addendum to an existing loan agreement between the parties, dated August 15, 2020 (“Cortex Loan Agreement”). As part of the addendum to the Cortex Loan Agreement, Leumi provided Cortex with a monthly renewable credit line of $ 1,500 (the “Cortex Credit Line”). The Cortex Credit Line is determined every month at the level of 70 % of Cortex’s customers’ balance. The amounts that are drawn from the Cortex Credit Line bear an annual interest of SOFR + 3.52 %. On April 27, 2023, Leumi increased the Cortex Credit Line by $ 1,000 . In September 2023, Cortex and Leumi entered into an additional addendum to the Cortex Loan Agreement, in which Leumi extended the Cortex Credit Line of $ 2,500 by one year which will expire on September 20, 2024 . The amounts that are drawn from the Cortex Credit Line bear an annual interest of SOFR + 4.08 %. On May 27, 2024, Cortex and Leumi entered into an amendment to Cortex Loan Agreement, pursuant to which, the credit line to Cortex will be 80 % of Cortex’s customer balance and up to $ 2,000 . On August 15, 2024, Cortex and Leumi entered into an additional amendment to Cortex Loan Agreement, pursuant to which, the credit line in the amount of $ 2,000 to Cortex will be extended until February 27, 2025 and bears an annual interest of SOFR + 4.35 %. On February 28, 2025, Cortex and Leumi entered into an additional amendment to Cortex’s Loan Agreement, pursuant to which: (i) the credit line of $ 1,000 for Cortex will be extended until December 12, 2025; (ii) Cortex will establish a first-ranking fixed pledge over the cash deposit held in the Cortex’s Leumi Account, up to a maximum of $ 100 , no later than April 15, 2025, or three days following Cortex’s receipt of its expected tax refund, whichever occurs first. This deposit may be released upon Cortex’s submission of a financial report demonstrating two consecutive quarters of positive EBITDA, with a minimum of $75 per quarter. As of June 30, 2025, Cortex has drawn $ 1,000 of the Cortex Credit Line. D. Long term loan and issuance of warrants: On November 15, 2023, Viewbix Israel entered into a Loan Agreement (the “2023 Loan”) with certain lenders (the “Lenders”) whereby the Lenders provided Viewbix Israel with loans in the aggregate amount of $ 480 . In connection with the 2023 Loan, the Company issued to each lender a warrant to purchase shares of common stock (the “2023 Warrants”). The 2023 Warrants are exercisable to 120,000 shares of common stock, at an exercise price of $ 2.00 per share and will expire on December 31, 2025 . The Company recorded the 2023 Warrants as an equity instrument. The terms of the 2023 Loan were substantially amended on June 18, 2024, by the June 2024 Facility Agreement (see note 7.E). These amendments represented a substantial modification in accordance with ASC Topic 470. Accordingly, the terms modification was accounted for as an extinguishment of the original financial liability and the initial recognition of new financial instruments issued at their fair value as of the effective date of the June 2024 Facility Agreement. As a result of the substantial modification of terms, the Company recognized finance expense of $ 2,515 for the six months period ended June 30, 2024. - 24 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS (Cont.) E. June 2024 Facility Agreement: On June 18, 2024, the Company entered into a credit facility agreement with a group of lenders including a lead lender (the “June 2024 Lead Lender”, and collectively, the “June 2024 Lenders”) for an amount of up to $ 1.0 million which was amended and restated on July 22, 2024 (the “June 2024 Facility Agreement”). The June 2024 Facility Agreement also includes $ 531 of outstanding debt owed by the Company to the June 2024 Lenders of the 2023 Loan (see note 7.D), such that the total amount of the credit line reached $ 1.53 million (the “Total Credit Facility Amount”). The Total Credit Facility Amount will be due for repayment following 12 months from the date of the June 2024 Facility Agreement (the “Initial Maturity Date”) or alternatively, in the event the completion of the Uplist (as defined in note 1.G) prior to the Initial Maturity Date, then the Total Credit Facility Amount will be due for repayment following 12 months from the Uplist Date. The Total Credit Facility Amount will be available for use as follows: (a) $350 upon the date of the June 2024 Facility Agreement, (b) $150 upon submitting a prospectus for the registration of shares to be issued to the June 2024 Lenders, and (c) $500 upon the completion of the Uplist. The Total Credit Facility Amount will accrue interest at a rate of 12 % per annum, to be paid in advance. The interest for the first year of the June 2024 Facility Agreement, which was equal to $ 184 , was paid by the Company in advance in: (a) 183,679 shares of the Company’s common stock, reflecting a value of $ 1.00 per share for each dollar of interest accrued on the Total Credit Facility Amount, and (b) 183,679 warrants to purchase 183,679 shares of the Company’s common stock at an exercise price of $ 1.00 per share. The warrants will be exercisable for a three-year 3 period from the date of the June 2024 Facility Agreement. Immediately following the effectiveness of the Uplist, $ 663 of the Total Credit Facility Amount will be automatically converted into units, which will include shares of common stock at a conversion rate of $ 1.00 per share, equal to an aggregate of 662,957 shares of common stock and the same amount of warrants to purchase common stock of the Company with an exercise price of $ 1.00 per share. The warrants will be exercisable for a three-year period from the Uplist Date. During the term of the June 2024 Facility Agreement, some of the June 2024 Lenders whose portion of the Total Credit Facility Amount is not automatically converted as part of the Uplist will have the right to convert their portion of the Total Credit Facility Amount within 12 months from the Uplist Date into units, which will include shares of common stock of the Company at a conversion rate of $ 1.00 per share, equal to an aggregate of up to 362,004 shares of common stock and the same amount of warrants to purchase common stock of the Company with an exercise price of $ 1.00 per share. The warrants will be exercisable for a three-year period from the issuance date. In addition, the Company paid to the June 2024 Lead Lender a commission consisting of: (a) 50,000 shares of common stock of the Company, (b) 50,000 warrants to purchase 50,000 shares of common stock of the Company at an exercise price of $ 1.00 per share (c) 625,000 warrants for the purchase of 625,000 shares of common stock with an exercise price of $ 4.00 per share (“June 2024 Lead Lender Fee Warrants”). The June 2024 Lead Lender Fee Warrants are exercisable for a three-year period from the date of the June 2024 Facility Agreement. - 25 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS (Cont.) E. June 2024 Facility Agreement (Cont.): The June 2024 Lead Lender Fee Warrants, which were exercisable immediately after the closing of the June 2024 Facility Agreement, were allocated subject to certain ownership restrictions, adjustments, and anti-dilution protections. In July 2024, following the closing of the Private Placement (as defined in note 10.B), the exercise price of the June 2024 Lead Lender Fee Warrants was adjusted to $ 0.472 , which is equal to the effective price per share of common stock in the Private Placement, and the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrants was also adjusted to a total of 5,296,610 shares, such that the adjusted exercise price and number of warrants issued is equal to an aggregate amount of $ 2.5 million. The conversion related features of the June 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each cut-off date. The facility loan was initially recorded at its fair value and subsequently measured at cost. The shares and warrants issued as prepayment of interest and as commission to the June 2024 Lead Lender were initially recognized at fair value and classified in equity. The June 2024 Lead Lender Fee Warrants were initially recognized in fair value at the amount of $ 1,833 and classified as a liability measured at fair value at each cut-off date. Following the closing of the Private Placement and the adjustments made to the number of shares in the June 2024 Lead Lender Fee Warrants as part of the June 2024 Facility Agreement, the June 2024 Lead Lender Fee Warrants were reclassified to equity. On June 5, 2025, upon completion of the Uplist, the Company drew $ 500 of the Total Credit Facility Amount which was recorded as a short-term convertible loan. As of June 30, 2025, the Company has drawn an aggregate amount of $ 1,000 of the Total Credit Facility Amount. In addition, immediately following the Uplist Date, $ 663 of the Total Credit Facility Amount was converted into units, which included shares of common stock at a conversion rate of $ 1.00 per share, equal to an aggregate of 662,957 shares and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $ 1.00 per share for a three-year period from the Uplist Date. The warrants were recorded at fair value and were classified as equity. During June 2025, out of 896,636 warrants granted under the June 2024 Facility Agreement, 333,735 warrants were exercised into 333,735 shares of common stock. The Company received total proceeds of $ 304 upon exercise of the warrants (see note 13.C). F. First July 2024 Facility Agreement On July 4, 2024, the Company entered into a credit line agreement with a certain lender (the “First July 2024 Facility Agreement”). Under the First July 2024 Facility Agreement and amendments from July 22, 2024, and July 25, 2024, the lender will provide a total credit line of $ 2.5 million (the “First July 2024 Facility Loan Amount”), which will be available for use as follows: (a) $50 upon the date of the First July 2024 Facility Agreement, (b) $50 upon the Uplist, and (c) after the Uplist, $200 will be available for use on a quarterly basis until the total amount reaches $ 2.5 million. - 26 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS (Cont.) F. First July 2024 Facility Agreement (Cont.) The First July 2024 Facility Agreement will remain available until the earliest of: (a)(1) full utilization of the First July 2024 Facility Loan Amount, (a)(2) after 36 months from the date of the First July 2024 Facility Agreement, and (b) upon such date that the Company completes a $ 2.0 million financing transaction (the “First July 2024 Facility Term”). In the event the First July 2024 Facility Term lapses, the First July 2024 Facility Loan Amount will be repaid to the lender immediately (see note 13. D ) . The First July 2024 Facility Agreement Amount will accrue interest at a rate of 12 % per annum. The interest for the first year was paid in advance in: (a) 300,000 shares of the Company’s common stock at a conversion rate of $ 1.00 for each dollar of interest accrued on the total amount, and (b) 300,000 warrants to purchase 300,000 shares of the Company’s common stock an exercise price of $ 1.00 per share. The warrants are exercisable upon issuance at an exercise price of $ 1.00 per share of common stock and will be exercisable for a three-year 3 period from the date of the First July 2024 Facility Agreement. Immediately after the Uplist, $ 100 from the First July 2024 Facility Loan Amount will be automatically converted into common stock of the Company at an exercise price of $ 1.00 per share. Additionally, the Company will issue an identical number of warrants to purchase common stock of the Company at an exercise price of $ 1.00 per share. Furthermore, the Company paid the lender of the First July 2024 Facility Agreement a one-time fee consisting of: (a) 125,000 shares of common stock of the Company, which representing a fee of five percent ( 5 %) of the First July 2024 Facility Loan Amount, at a share price of $ 1.00 per share, and (b) 250,000 warrants to purchase 250,000 shares of common stock of the Company at an exercise price of $ 1.00 per share. The warrants are exercisable for three years 3 from the date of the First July 2024 Facility Agreement. The conversion related features of the First July 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each cut-off date. In connection with the First July 2024 Facility Agreement, the Company received a loan of $ 50 which was recorded as a short-term convertible loan. The fair value of this loan was substantially the same as the amount received. Warrants associated with the First July 2024 Facility Agreement were measured at fair value and recorded as equity. As of December 31, 2024, the Company incurred deferred debt issuance costs of $ 315 which were recorded in other current assets in the Company’s Balance Sheet. These costs consisted of a one-time fee to the lender of the First July 2024 Facility Agreement, an annual advance interest payment and other additional direct costs. The amortization of the deferred debt issuance costs was recorded as financial expense and amounted to $ 67 for the six months ended June 30, 2025. On the Uplist Date, the Company drew $ 50 of the First July 2024 Facility Loan Amount. As of June 30, 2025, the Company has drawn an aggregate amount of $ 100 of the First July 2024 Facility Loan Amount. In addition, immediately following the Uplist Date, $ 100 of the First July 2024 Facility Loan Amount was converted into units, which included shares of common stock at a conversion rate of $ 1.00 per share, equal to an aggregate of 100,000 shares and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $ 1.00 per share for a three-year period from the Uplist Date. The warrants were recorded at fair value and were classified as equity. During June 2025, all 650,000 warrants granted under the First July 2024 Facility Agreement were exercised into 650,000 shares of common stock. The Company received total proceeds of $ 650 upon exercise of the warrants. - 27 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 7: LOANS (Cont.) G. Second July 2024 Facility Agreement On July 28, 2024, the Company entered into a credit line agreement with certain lenders (the “Second July 2024 Facility Agreement”) for a total amount of $ 3.0 million (the “Second July 2024 Facility Loan Amount”). The Second July 2024 Facility Agreement will remain available until the earliest of: (a) (1) full utilization of the Second July 2024 Facility Loan Amount, (a)(2) after 40 months from the date of Second July 2024 Facility Agreement, and (b) upon such date that the Company completes a $ 2.5 million financing transaction (see note 13.D). The Second July 2024 Facility Loan Amount will accrue interest at a rate of 12 % per annum. The interest for the first year was paid in advance in: (a) 360,000 shares of the Company’s common stock, reflecting a share price of $ 1.00 per share for each dollar of interest accrued on the total amount, and (b) 360,000 warrants to purchase 360,000 shares of common stock of the Company at an exercise price of $ 1.00 per share. The warrants are exercisable for three years from the date of the Second July 2024 Facility Agreement. Starting from the second year of the Second July 2024 Facility Agreement, the interest will be paid in cash to the lenders. Immediately after the Uplist, $ 160 out of the Second July 2024 Facility Loan Amount will be automatically converted into common stock of the Company at an exercise price of $ 1.00 per share. Additionally, the Company will issue an identical number of warrants to purchase common stock of the Company at an exercise price of $ 1.00 per share. Furthermore, the Company paid the lenders of the Second July 2024 Facility Agreement a one-time fee consisting of 150,000 shares of common stock of the Company, which represents a fee of five percent ( 5 %) of the Second July 2024 Facility Loan Amount at a share price of $ 1.00 per share. The conversion related features of the Second July 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each cut-off date. In connection with the Second July 2024 Facility Agreement, the Company received a loan of $ 80 which was recorded as a short-term convertible loan. The fair value of this loan was substantially the same as the amount received. Warrants associated with the Second July 2024 Facility Agreement were measured at fair value and recorded as equity. As of December 31, 2024, the Company incurred deferred debt issuance costs of $ 302 which were recorded in other current assets in the Company’s Balance Sheet. These costs consisted of a one-time fee to the lenders of the Second July 2024 Facility Agreement, an annual advance interest payment and other additional direct costs. The amortization of the deferred debt issuance costs was recorded as financial expense and amounted to $ 59 for the six months ended June 30, 2025. On the Uplist Date, the Company drew $ 80 of the Second July 2024 Facility Loan Amount. As of June 30, 2025, the Company has drawn an aggregate amount of $ 160 of the Second July 2024 Facility Loan Amount. In addition, immediately following the Uplist Date, $ 160 of the Second July 2024 Facility Loan Amount was converted into units, which included shares of common stock at a conversion rate of $ 1.00 per share, equal to an aggregate of 160,000 shares and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $ 1.00 per share for a three-year period from the Uplist Date. The warrants were recorded at fair value and were classified as equity. During June 2025, all 520,000 warrants granted under the Second July 2024 Facility Agreement were exercised into 520,000 shares of common stock. The Company received total proceeds of $ 520 upon exercise of the warrants. - 28 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 8: FINANCIAL INSTRUMENTS AT FAIR VALUE Financial instruments: The Company has financial instruments measured at level 3 arising from the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement (see notes 7.E, 7.F, 7.G). Embedded derivatives were identified and recognized at fair value upon initial recognition of each of the financial instruments and measured at fair value at each cut-off date. The fair value of the financial instruments as of December 31, 2024, was calculated using the following unobservable inputs: share price: $ 0.472 , expected volatility: 148 %, exercise price: $ 1.00 , risk-free interest rate: 4.24 %- 4.32 %, expected life: 0.46 - 0.50 years. On June 5, 2025, immediately after the Uplist, the Company converted all embedded derivatives to equity. At the Uplist Date and before the conversion, these embedded derivatives were measured at their intrinsic value through profit or loss. The following table presents the financial instruments that were measured at fair value through profit or loss: SCHEDULE OF FINANCIAL INSTRUMENTS Embedded derivatives Balance as of January 1, 2025 29 Net changes at fair value recognized through profit or loss 10,121 Embedded derivatives converted to equity ( 10,150 ) Embedded derivatives recorded in connection with the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement Balance as of June 30, 2025 - Embedded derivatives Balance as of January 1, 2024 - Embedded derivatives, Balance - Embedded derivatives recorded in connection with the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement 40 Net changes at fair value recognized through profit or loss ( 11 ) Balance as of December 31, 2024 29 Embedded derivatives, Balance 29 - 29 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 9: COMMITMENTS AND CONTINGENCIES Liens: On September 19, 2022, as part of the Reorganization Transaction terms, the Company provided several liens under Gix Media’s Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a guarantee to Leumi of all of Gix Media’s obligations and undertakings to Leumi unlimited in amount; (2) a subordination letter signed by the Company to Leumi Bank; (3) A first ranking all asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Company’s bank accounts. Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a floating lien on Gix Media’s assets; (2) a lien on Gix Media’s bank account in Leumi; (3) a lien on Gix Media’s rights under the Cortex Transaction; (4) a fixed lien on Gix Media’s intellectual property; and (5) a lien on Gix Media’s full holdings in Cortex. Gix Media’s restricted deposits in the amount of $ 34 as of June 30, 2025, are held as a security in respect of credit cards and its leased offices. Cortex has restricted deposits in the amount of $ 139 as of June 30, 2025, of which $ 100 was pledged to meet financial covenants under Cortex’s Loan Agreement (see note 7.C) and the remaining amount is held as security for credit cards and its leased offices. - 30 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 10: SHAREHOLDERS’ EQUITY A. Shares of Common Stock Shares of the Company’s common stock confer the rights to: (i) participate in the general meetings, to one vote per share for any purpose, to an equal part, on a share basis, (ii) in distribution of dividends and (iii) to equally participate, on a share basis, in distribution of excess of assets and funds from the Company and will not confer other privileges. On June 18, 2024, as part of the June 2024 Facility Agreement, the Company issued to the June 2024 Lenders 233,679 shares of common stock and 233,679 warrants to purchase such number of shares of common stock with an exercise price of $ 1.00 per share. In addition, the Company issued to the June 2024 Lead Lender a warrant to purchase 625,000 shares of common stock with an exercise price of $ 4.00 per share, representing an aggregate exercise amount of $ 2.5 million (see note 7.E).In July 2024, following the closing of the Private Placement (as defined in note 10.B), the exercise price of the June 2024 Lead Lender Fee Warrants was adjusted to $ 0.472 , which is equal to the effective price per share of common stock in the Private Placement, and the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrants was also adjusted to a total of 5,296,610 shares, such that the adjusted exercise price and number of warrants issued is equal to an aggregate amount of $ 2.5 million. On July 4, 2024, as part of the First July 2024 Facility Agreement, the Company issued to the First July 2024 Lender 425,000 shares of common stock and 550,000 warrants to purchase such number of shares of common stock with an exercise price of $ 1.00 per share (see note 7.F). On July 14, 2024 and July 25, 2024, the Company entered into consulting agreements with certain consultants (the “Consultants”) pursuant to which the Consultants agreed to provide certain services to the Company in connection with the Uplist (as defined in note 1.F). In consideration with the Consultants’ services, the Company issued to the Consultants 120,000 shares of common stock in July 2024. The Company recorded a share-based compensation expense of $ 57 in other expenses in connection with the issuance of shares to the Consultants. On July 28, 2024, as part of the Second July 2024 Facility Agreement, the Company issued to the lenders of the Second July 2024 Facility Agreement 510,000 shares of common stock and 360,000 warrants to purchase such number of shares of common stock with an exercise price of $ 4.00 per share (see note 7.G). On March 24, 2025, the Company entered into a the 2025 SEA with Metagramm and all of the shareholders of Metagramm, pursuant to which the Company issued to Metagramm’s shareholders 1,323,000 of the Company’s shares representing 19.99 % of its issued and outstanding share capital in exchange for 100 % of Metagramm’s issued and outstanding share capital (see note 6). On June 5, 2025, as part of June 2024 Facility Agreement, $ 663 of the Total Credit Facility Amount was converted into an aggregate of 662,957 shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $ 1.00 per share (see note 7.E). During June 2025, 333,735 warrants were exercised into 333,735 shares in connection with the June 2024 Facility Agreement (see note 7.E). On June 5, 2025, as part of the First July 2024 Facility Agreement, $ 100 of the First July 2024 Facility Loan Amount was converted into an aggregate of 100,000 shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $ 1.00 per share. During June 2025, 650,000 warrants were exercised into 650,000 shares in connection with the First July 2024 Facility Agreement (see note 7.F). - 31 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 10: SHAREHOLDERS’ EQUITY (Cont.) A. Shares of Common Stock (Cont.) On June 5, 2025, as part of the Second July 2024 Facility Agreement, $ 160 of the Second July 2024 Facility Loan Amount was converted into an aggregate of 160,000 shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $ 1.00 per share. During June 2025, 520,000 warrants were exercised into 520,000 shares in connection with the Second July 2024 Facility Agreement (see note 7.G). B. Private Placement On July 3, 2024, the Company entered into a definitive securities purchase agreement with a certain investor (the “Lead Investor”) for the purchase and sale in a private placement (the “Private Placement”) of units consisting of (i) 256,875 shares of the Company’s common stock at a purchase price of $ 1.00 per share and (ii) 385,332 warrants to purchase 385,332 shares of the Company’s common stock (the “PIPE Warrants”) to the Lead Investor and other investors acceptable to the Lead Investor and the Company. The PIPE Warrants are exercisable upon issuance at an exercise price of $ 1.00 per share and have a 3 three-year term from the issuance date. In addition, the PIPE Warrants are subject to an automatic exercise provision in the event that the Company’s shares of common stock are approved for listing on the Nasdaq Capital Market. The aggregate gross proceeds received by the Company from the Private Placement were $ 257 , of which $ 237 received in June 2024 and the $ 20 remaining received in July 2024. Upon the closing of the Private Placement, the Company agreed to pay the Lead Investor: (1) $ 10 for actual and documented fees and expenses incurred and, (2) a commission consisting of (i) a cash fee of $ 13 and (ii) 12,844 shares of the Company’s common stock. In July 2024, the Company issued 269,719 shares of common stock and 385,332 warrants in connection with the Private Placement. The Company incurred share issuance costs of $ 65 ($ 59 in cash and $ 6 in shares of common stock) which were recognized as a reduction of additional paid-in capital. Following the Uplist Date, out of 385,332 warrants granted under the Private Placement, 315,012 warrants were exercised during June 2025 into 315,012 shares of common stock. The Company received total proceeds of $ 315 upon exercise of the warrants (see note 13.C). - 32 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 10: SHAREHOLDERS’ EQUITY (Cont.) C. Warrants: The following table summarizes information of outstanding warrants as of June 30, 2025: SCHEDULE OF OUTSTANDING WARRANTS Warrants Warrant Term Exercise Price Exercisable Class J Warrants 32,584 July 2029 53.76 32,584 Class K Warrants 32,584 July 2029 89.60 32,584 2023 Warrants (see note 7.D) 120,000 December 2025 2.00 120,000 June 2024 Facility Agreement Warrants (see note 7.E) 227,901 June 2027 1.00 227,901 June 2024 Lead Lender Fee Warrants (see note 7.E) 5,296,610 June 2027 0.472 5,296,610 PIPE Warrants (see note 10.B) 70,320 July 2027 1.00 70,320 The following table summarizes the activity in outstanding warrants during the six-months period ended June 30, 2025: SUMMARY OF ACTIVITY IN OUTSTANDING WARRANTS Warrants outstanding as of January 1, 2025 Warrants granted upon loans conversion Warrants Exercised Warrants outstanding as of June 30, 2025 Class J Warrants 32,584 - - 32,584 Class K Warrants 32,584 - - 32,584 2023 Warrants (see note 7.D) 120,000 - - 120,000 June 2024 Facility Agreement Warrants (see note 7.E) 233,679 662,957 ( 333,735 ) 227,901 June 2024 Lead Lender Fee Warrants (see note 7.E) 5,296,610 - - 5,296,610 First July 2024 Facility Warrants (see note 7.F) 550,000 100,000 ( 650,000 ) - Second July 2024 Facility Warrants (see note 7.G) 360,000 160,000 ( 520,000 ) - PIPE Warrants (see note 10.B) 385,332 - ( 315,012 ) 70,320 - 33 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 10: SHAREHOLDERS’ EQUITY (Cont.) D. Reverse Stock Split: On July 15, 2024, the Company filed an amendment to its Amended COI to effect a 1-for-4 reverse stock split of the Company’s Common Stock (the “Reverse Stock Split”). The Reverse Stock Split became effective on March 14, 2025. As a result of the Reverse Stock Split, every 4 outstanding shares of the Company’s common stock were converted into 1 share of the Company’s common stock . The Reverse Stock Split did not change the par value of the Company’s common stock or the number of its authorized shares. Share and per share data in these financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. E. Share option plan : In 2017, after the completion of Gix Media’s acquisition by the Parent Company, the Parent Company granted options to Gix Media’s employees. These options entitle the employees to purchase ordinary shares of the Parent Company that are traded in the Tel-Aviv Stock Exchange. On March 2, 2023, the Board approved the adoption of the 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan permits the issuance of up to (i) 625,000 shares of Common Stock, plus (ii) an annual increase equal to the lesser of (A) 5 % of the Company’s outstanding capital stock on the last day of the immediately preceding calendar year; and (B) such smaller amount as determined by the Board, provided that no more than 625,000 shares of Common Stock may be issued upon the exercise of Incentive Stock Options. If any outstanding awards expire, are canceled or are forfeited, the underlying shares would be available for future grants under the 2023 Plan (see note 13.E). - 34 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 10: SHAREHOLDERS’ EQUITY (Cont.) F. Share option plan (Cont.) The 2023 Plan provides for the grant of stock options, restricted stock, restricted stock units, stock or other stock-based awards, under various tax regimes, including, without limitation, in compliance with Section 102 and Section 3(i) of the Israeli Income Tax Ordinance (New Version) 5271-1961, and for awards granted to United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 and Section 409A of the United States Internal Revenue Code of 1986. In connection with the adoption of the 2023 Plan, on March 7, 2023, the Company entered into certain intercompany reimbursement agreements with two of its subsidiaries, Viewbix Israel and Gix Media (the “Recharge Agreements”). The Recharge Agreements provide for the offer of awards under the 2023 Plan to employees or service providers of Viewbix Israel and Gix Media (the “Affiliates”) under the 2023 Plan. Under the Recharge Agreements, the Affiliates will each bear the costs of awards granted to its employees or its service providers under the 2023 Plan and will reimburse the Company upon the issuance of shares of Common Stock pursuant to an award, for the costs of shares issued, but in any event not prior to the vesting of an award. The reimbursement amount will be equal to the lower of (a) the book expense for such award as recorded on the financial statements of one of the respective Affiliates, determined and calculated according to U.S. GAAP, or any other financial reporting standard that may be applicable in the future, or (b) the fair value of the shares of Common Stock at the time of exercise of an option or at the time of vesting of an RSU, as applicable. On July 20, 2023, the Company granted 12,756 restricted share units (the “RSUs”) under the 2023 Plan to Gix Media’s CEO, as part of his employment terms, (the “Grantee”) under the following terms and conditions: (1) 12,756 of Common Stock underlying the grant of RSUs (2) Vesting Commencement Date: July 1, 2023 (3) vesting schedule: 50% of the RSUs vested immediately upon the Vesting Commencement Date (the “First Tranche”) and the remaining 50% of the RSUs vested 12 months after the Vesting Commencement Date (the “Second Tranche”), provided, in each case, that the Grantee remains continuously as a Service Provider (as defined under the 2023 Plan) of Gix Media or its affiliates throughout each such vesting date (the “Grant”) . On July 1, 2023, upon the vesting of the First Tranche, the Company issued 6,378 shares of Common Stock to the Grantee. On July 1, 2024, upon the vesting of the Second Tranche, the Company issued 6,378 shares of Common Stock to the Grantee. - 35 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 11: FINANCIAL EXPENSES, NET SCHEDULE OF FINANCIAL EXPENSE, NET 2025 2024 2025 2024 For the six months ended June 30, For the three months ended June 30, 2025 2024 2025 2024 Financial expenses (income): Bank fees 22 44 5 26 Exchange rate differences 51 ( 49 ) 61 ( 18 ) Interest expense on bank loans 243 406 122 198 Loss from substantial debt terms modification (see note 7.D) - 2,515 - 2,515 Change in the fair value of financial assets at fair value through profit or loss (see note 8) 10,121 - 7,398 - Interest income on loans to Parent Company ( 63 ) ( 79 ) ( 25 ) ( 40 ) Amortization of deferred debt issuance costs 134 6 66 6 Other 17 64 ( 5 ) 57 Financial expenses, net 10,525 2,907 7,622 2,744 NOTE 12: SEGMENT REPORTING The Group operates in two different segments in such a way that each company in the Group operates as a separate business segment. These business segments currently do not include Metagramm’s operations as they do not meet the segment definition criteria. Search segment - the search segment develops a variety of technological software solutions, which perform automation, optimization and monetization of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers. Digital content segment - the digital content segment is engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, including Google, Facebook, Yahoo and Apple, by utilizing such content to obtain internet user traffic for its customers. The segments’ results include items that directly serve and/or are used by the segment’s business activity and are directly allocated to the segment. As such they do not include depreciation and amortization expenses for intangible assets created at the time of the purchase of those companies and financing expenses incurred on loans taken for the purpose of purchasing those companies. Therefore, these items are not allocated to the various segments. The chief executive officer, who is the Company’s chief operating decision maker (“CODM”), assesses performance for these segments and decides how to allocate resources based the segments’ operating income or loss and income or loss before tax. Segments’ assets and liabilities are not reviewed by the CODM and therefore were not reflected in the segment reporting. The significant expense categories comprising segments profit and loss regularly reviewed by the CODM for the periods ended June 30, 2025 and 2024 are set forth in the tables below. The substantial amount of non-current assets is derived from Israel and the substantial amount of revenues is derived from United States. - 36 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 12: SEGMENT REPORTING (Cont.) Segments revenues and operating results: SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS For the six months ended June 30, 2025 Search segment Digital content segment Adjustments and eliminations (See below) Total Revenues from external customers 883 4,115 16 5,014 Traffic-acquisition and related costs 184 4,019 - 4,203 Research and development expenses 36 236 - 272 Sales and marketing expenses 50 356 - 406 General and administrative expenses 145 74 610 829 Depreciation and amortization - - 1,500 1,500 Goodwill impairment - - 3,150 3,150 Other expenses, net - - 544 544 Segment operating income (loss) 468 ( 570 ) ( 5,788 ) ( 5,890 ) Financial income (expenses), net ( 40 ) 3 ( 10,488 ) (*) ( 10,525 ) Segment income (loss), before income taxes 428 ( 567 ) ( 16,276 ) ( 16,415 ) For the six months ended June 30, 2024 Search segment Digital content segment Adjustments and eliminations (See below) Total Revenues from external customers 3,587 13,748 - 17,335 Traffic-acquisition and related costs 1,615 12,454 - 14,069 Research and development expenses 677 581 4 1,262 Sales and marketing expenses 243 867 - 1,110 General and administrative expenses 339 282 682 1,303 Depreciation and amortization - - 1,555 1,555 Goodwill Impairment - - 4,739 4,739 Other expenses (income), net ( 5 ) ( 237 ) 29 ( 213 ) Segment operating income (loss) 718 ( 199 ) ( 7,009 ) ( 6,490 ) Financial expenses, net ( 10 ) ( 74 ) ( 2,823 ) (**) ( 2,907 ) Segment income (loss), before income taxes 708 ( 273 ) ( 9,832 ) ( 9,397 ) - 37 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 12: SEGMENT REPORTING (Cont.) Segments revenues and operating results (Cont.): For the three months ended June 30, 2025 Search segment Digital content segment Adjustments and eliminations (See below) Total Revenues from external customers 354 1,911 16 2,281 Traffic-acquisition and related costs 50 1,830 - 1,880 Research and development expenses 20 105 - 125 Sales and marketing expenses 30 160 - 190 General and administrative expenses 70 18 488 576 Depreciation and amortization - - 781 781 Goodwill Impairment - - 3,150 3,150 Other expenses, net - - 500 500 Segment operating income (loss) 184 ( 202 ) ( 4,903 ) ( 4,921 ) Financial income (expenses), net ( 35 ) 39 ( 7,626 ) (*) ( 7,622 ) Segment income (loss), before income taxes 149 ( 163 ) ( 12,529 ) ( 12,543 ) For the three months ended June 30, 2024 Search segment Digital content segment Adjustments and eliminations (See below) Total Revenues from external customers 1,115 6,218 - 7,333 Traffic-acquisition and related costs 357 5,497 - 5,854 Research and development expenses 260 272 - 532 Sales and marketing expenses 90 362 - 452 General and administrative expenses 157 138 352 647 Depreciation and amortization - - 821 821 Goodwill Impairment - - 4,739 4,739 Other expenses (income), net ( 5 ) ( 237 ) 9 ( 233 ) Segment operating income (loss) 256 186 ( 5,921 ) ( 5,479 ) Financial expenses, net ( 11 ) ( 60 ) ( 2,673 ) (**) ( 2,744 ) Segment income (loss), before income taxes 245 126 ( 8,594 ) ( 8,223 ) (*) 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 financial expenses from substantial debt terms modification loss and interest expenses on bank loans in connection with the Financing Agreement (see note 7.A, 7.B and 7.D). - 38 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 12: SEGMENT REPORTING (Cont.) A. Segments revenues and operating results (Cont.): The “adjustments and eliminations” column for segment operating income includes unallocated selling, general, and administrative expenses and certain items which management excludes from segment results when evaluating segment performance, as follows: SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS For the six months ended June 30, 2025 For the three months ended June 30, 2025 Depreciation and amortization expenses not attributable to segments (***) ( 1,500 ) ( 781 ) Revenues, research and development expenses, sales and marketing expenses, general and administrative expenses and other expenses, net not attributable to the segments (****) ( 1,138 ) ( 972 ) Goodwill Impairment ( 3,150 ) ( 3,150 ) ( 5,788 ) ( 4,903 ) For the six months ended June 30, 2024 For the three months ended June 30, 2024 Depreciation and amortization expenses not attributable to segments (***) ( 1,555 ) ( 821 ) Research and development expenses, sales and marketing expenses, general and administrative expenses and other expenses, net not attributable to the segments (****) ( 715 ) ( 361 ) Goodwill Impairment ( 4,739 ) ( 4,739 ) ( 7,009 ) ( 5,921 ) (*) 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 financial expenses from substantial debt terms modification loss and interest expenses on bank loans in connection with the Financing Agreement (see note 7.A, 7.B and 7.D). (***) Mainly consist of technology and customer relations amortization costs from business combinations. (****) Mainly consist of general and administrative expenses such as salary and related expenses and professional consulting expenses. - 39 - VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. dollars in thousands (except share data) NOTE 13: SUBSEQUENT EVENTS A. On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media and the Service Providers with respect to the debts owed by Gix Media to the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix Media to the Service Providers. On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $ 1.13 million to the Service Providers as payment in full of the debts owed to the Service Providers. As a result of such payment in full by Gix Media to the Service Providers, the Petition was dismissed. B. On July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement (the “July 2025 Repayment and Financing Agreement”), which further extended the Deposit Date until October 1, 2025. In connection with the July 2025 Repayment Financing Agreement, Gix Media agreed to repay $ 2.4 million to Leumi by October 1, 2025. In addition, in connection with the July 2025 Repayment Financing Agreement, as of October 1, 2025, Leumi will grant to Gix Media a loan in an amount equal to Gix Media’s then-current outstanding principal portion of the loan plus interest, fees and expenses. The loan shall accrue interest at Leumi’s applicable rate as of October 1, 2025, will be repaid on a monthly basis and shall have a term of 24 months. In July 2025, Gix Media repaid a total of $ 2.4 million to Leumi in accordance with the July 2025 Repayment and Financing Agreement. C. During July 2025, 13,130 warrants were exercised in connection with the Private Placement and 388,760 warrants were exercised in connection with the June 2024 Facility Agreement into a total of 401,890 shares of common stock. The Company received total proceeds of $ 402 upon exercise of the warrants. D. On July 11, 2025, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company issued and sold in a private placement, (the “July 2025 Private Placement”) an aggregate of 848,763 shares of common stock, pre-funded warrants to purchase up to 77,160 shares of common stock and common warrants to purchase up to an aggregate of 925,923 shares of common stock, at an offering price of $ 4.86 per share of common stock and associated common warrant and an offering price of $ 4.8599 per pre-funded warrant and associated common warrant . The pre-funded warrants were immediately exercisable upon issuance at an exercise price of $ 0.0001 per share and will not expire until exercised in full. The common warrants were immediately exercisable upon issuance at an exercise price of $ 4.74 per share, subject to adjustment as set forth therein, and will expire five and a half years from the issuance date. The common warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of shares of common stock underlying the common warrants. In connection with the July 2025 Private Placement, the Company also entered into a letter agreement with a placement agent on July 11, 2025, according to which the Company agrees to pay a cash placement fee equal to 7.0 % of the gross proceeds and $ 50 for reasonable legal fees and disbursements. The July 2025 Private Placement closed on July 14, 2025. The aggregate gross proceeds received by the Company on the closing date were $ 4.5 million. In connection with the closing of the July 2025 Private Placement and the related proceeds, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement were terminated. In addition, the shareholders of Metagramm became entitled to partial earn-out payments on a pro rata basis pursuant to the 2025 SEA. E. On July 11, 2025, the Company’s board of directors approved an increase in the number of shares of common stock reserved for issuance under the 2023 Plan by up to 2,713,613 shares. F. On August 5, 2025, the Company filed a shelf registration statement on Form S-3 (the “S-3”) with the Securities and Exchange Commission (the “SEC”) for the registration under the Securities Act of 1933, as amended, of such indeterminate number of shares of common stock, shares of preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, and units in one or more offerings for an aggregate initial offering price of up to $ 200 million. As of the date of issuance of these financial statements, the S-3 has not been declared effective by the SEC. - 40 - ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS Special Note Regarding Forward-Looking Statements The following management’s discussion and analysis section should be read in conjunction with the Company’s unaudited financial statements as of June 30, 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 Report”). Our reporting currency and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S. dollars. 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 services; ● our ability to retain and attract a programmatic advertiser, and the associated payments received from such programmatic advertisers’ ads on websites which have been categorized as “Made for Advertising”; ● our ability to generate enough cash flow to meet our debt obligations or fund our other liquidity needs, and substantial doubt regarding our ability to continue as a going concern; - 41 - ● our need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult to obtain and could dilute out shareholders’ ownership interests; ● our ability to receive credit facility to fund our operations, at favorable terms, or at all; ● our ability to pay our obligations when they become due, including the contemplated debt restructuring program currently under negotiation with our credit and debtholders; ● 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; and ● political, economic and military conditions in Israel, including the current security situation in Israel, as well as the war’s potential impact on our business and operation. The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with which may cause our actual results to differ from those anticipated in our forward-looking statements. For a discussion of these and other risks that relate to our business and investing in our common stock, you should carefully review the risks and uncertainties described in this Quarterly Report, and those contained in section captioned “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 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 Viewbix Inc. (the “Registrant”, “Viewbix” or the “Company”) is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbix’s operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging (“Video Advertising Platform”). With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video. The Video Advertising Platform measures when a viewer performs a specific action while watching a video and collects and reports the results to the client. However, due to the Company’s failure to meet predetermined sales targets which were set pursuant to the recapitalization transaction with Gix Internet Ltd. in January 2020, the Company determined to reduce its operations and the size of its sales and R&D team in the Digital Advertising Platform. The 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. 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. 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. - 42 - 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 Platforms. 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”). 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. 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. - 43 - Recent Developments July 2025 Private Placement On July 11, 2025, the Company entered into a securities purchase agreement (the “July 2025 Purchase Agreement”) with certain accredited investors pursuant to which the Company issued and sold in a private placement, (the “July 2025 Private Placement”) an aggregate of 848,763 shares of common stock, pre-funded warrants to purchase up to 77,160 shares of common stock and common warrants to purchase up to an aggregate of 925,923 shares of common stock, at an offering price of $4.86 per share of common stock and associated common warrant and an offering price of $4.8599 per pre-funded warrant and associated common warrant. The pre-funded warrants were immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. The common warrants were immediately exercisable upon issuance at an exercise price of $4.74 per share, subject to adjustment as set forth therein, and will expire five and a half years from the issuance date. The common warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of shares of common stock underlying the common warrants. In connection with the July 2025 Purchase Agreement, we entered into a registration rights agreement (the “July 2025 Registration Rights Agreement”) with each investor. Pursuant to the July 2025 Registration Rights Agreement, the Company was required to file a resale registration statement with the SEC (the “July 2025 PIPE Registration Statement”) to register for resale the shares of common stock issued in the July 2025 Private Placement and the shares of common stock issuable upon exercise of the pre-funded warrants and common warrants issued in the July 2025 Private Placement within fourteen (14) trading days of the signing date of the July 2025 Purchase Agreement (the “July 2025 PIPE Signing Date”) and to have such July 2025 PIPE Registration Statement declared effective within sixty (60) calendar days after the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is reviewed by the SEC. The Company filed the July 2025 PIPE Registration Statement on July 23, 2025, which was declared effective by the SEC on July, 31, 2025. In connection with the July 2025 Private Placement, the Company also entered into a letter agreement (the “July 2025 Placement Agent Agreement”) with Aegis Capital Corp., as placement agent (the “Placement Agent”) dated July 11, 2025, pursuant to which the Placement Agent agreed to serve as the placement agent for in connection with the July 2025 Private Placement. The Company paid the Placement Agent a cash placement fee equal to 7.0% of the gross proceeds received in the July 2025 Private Placement and $50,000 for reasonable legal fees and disbursements for the Placement Agent’s counsel. In addition, pursuant to the July 2025 Placement Agent Agreement, the Company agreed to abide by certain customary standstill restrictions for a period of thirty (30) days following the later of the closing of the July 2025 Private Placement and the date that the July 2025 PIPE Registration Statement is declared effective by the SEC. Aggregate gross proceeds to the Company in respect of the July 2025 Private Placement were approximately $4.5 million, before deducting fees payable to the Placement Agent and other offering expenses payable by us. If the warrants are exercised in cash in full this would result in an additional $4.4 million of gross proceeds. Nasdaq Uplisting On June 4, 2025, the Company issued a press release announcing that its shares of common stock, par value $0.0001 per share were approved for listing on The Nasdaq Capital Market. The Company’s shares of common stock began trading under the symbol “VBIX” on the Nasdaq Capital Market on June 5, 2025. The Company’s shares of common stock were previously quoted on the OTC Markets, Pink Tier under the symbol “VBIX”, and ceased to be quoted on the OTC Markets, Pink Tier at the close of business on June 4, 2025. - 44 - Filing of Insolvency Petition Against Gix Media On March 27, 2025, a petition (the “Petition”) was filed with the District Court of Tel Aviv-Jaffa (the “Court”) for a court order to commence insolvency proceedings under the Insolvency and Economic Rehabilitation Law, 5778 – 2018 against Gix Media. The Petition was filed by a primary service provider (the “Service Provider”) of Gix Media claiming that Gix Media owes it approximately $260,000 (excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider. On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Provider and other creditors of Gix Media that joined the Petition (collectively, the “Service Providers”) with respect to the debts owed by Gix Media to the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix Media to the Service Providers. On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $1.13 million to the Service Providers as payment in full of the debts owed to the Service Providers. As a result of such payment in full by Gix Media to the Service Providers, the Petition was dismissed. 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. On July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement (the “July 2025 Repayment and Financing Agreement”), which further extended the Deposit Date until October 1, 2025. In connection with the July 2025 Repayment Financing Agreement, Gix Media agreed to repay $2.4 million to Leumi by October 1, 2025. In addition, in connection with the July 2025 Repayment Financing Agreement, as of October 1, 2025, Bank Leumi shall grant to Gix Media a loan in an amount equal to Gix Media’s then-current outstanding principal portion of the loan plus interest, fees and expenses. The loan shall accrue interest at Bank Leumi’s applicable rate as of October 1, 2025, shall be repaid on a monthly basis and shall have a term of 24 months. During July 2025, Gix Media repaid a total of $2.4 million to Bank Leumi in accordance with the July 2025 Repayment and Financing Agreement. 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 of the Metagramm Acquisition. - 45 - 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.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. - 46 - Results of Operations Results of Operations During the Three Months Ended June 30, 2025 as Compared to the Three Months Ended June 30, 2024 Our revenues were $2,281 thousand for the three months ended June 30, 2025, compared to $7,333 thousand during the same period in the prior year. Our revenues from Cortex’s Content Platform were $1,911 thousand for the three months ended June 30, 2025, a decrease of $4,307 as compared to $6,218 thousand during the same period in the prior year. The reasons for the decrease during the three months ended June 30, 2025 are due to the Cortex Adverse Effect. Our revenues from Gix Media’s Search Platform were $354 thousand for the three months ended June 30, 2025, a decrease of $761 as compared to $1,115 thousand during the same period in the prior year. The reasons for the decrease during the three months ended June 30, 2025, is due to: (1) decrease in the amount of search referrals conducted by users, provided by Gix Media to Search Engines, caused primarily by changes and updates to internet browsers’ technology, which have caused a decrease in revenues from the direct model, and (2) a decrease in the number of searches received from Gix Media’s third-party strategic partners in the indirect model mainly as a result of decrease in the credit lines received from third-party strategic partners. Our traffic-acquisition and related costs were $1,880 thousand for the three months ended June 30, 2025, a decrease of $3,974 compared to $5,854 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2025, is due to the decrease in revenues from both the Content and Search Platforms during the three months ended June 30, 2025 as mentioned above. Our research and development expenses were $125 thousand for the three months ended June 30, 2025, as compared to $532 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2025, is due to the expense reduction in both the Content and Search Platforms during the three months ended June 30, 2025, as compared to the same period in the prior year. Our selling and marketing expenses decreased to $190 thousand for the three months ended June 30, 2025, as compared to $453 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2025, is due to the expense reduction primarily in salaries in both the Content and Search Platforms during the three months ended June 30, 2025, as compared to the same period in the prior year. Our general and administrative expenses were $576 thousand for the three months ended June 30, 2025, as compared to $646 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2025, is due to the expense reduction primarily in salaries and professional services in both the Content and Search Platforms during the three months ended June 30, 2025, as compared to the same period in the prior year. Our depreciation and amortization expenses for the three months ended June 30, 2025, were $781 thousand as compared to $821 thousand during the same period in the prior year. A goodwill impairment loss of $3,150 thousand was recorded during the three months ended June 30, 2025, compared to $4,739 during the three months ended June 30, 2024. Both goodwill impairment losses recognized during the three months ended June 30, 2025 and June 30,2024, were related to the Content Platform (see also note 5.B to our interim condensed consolidated financial statements ended June 30, 2025). Our other expenses for the three months ended June 30, 2025, were $500 thousand, compared to $233 thousand other income during the three months ended June 30, 2024. The other expenses during the three months ended June 30, 2025, were primarily related to the uplisting of our shares of common stock to the Nasdaq Capital Market, which was effected in June 2025 (the “Uplist”), whereas the other income during the three mounts ended June 30, 2024, mainly attributable to governmental grants received by Gix Media and Cortex from the Israel Tax Authority in connection with the “Iron Swords” war. Our net financial expenses were $7,622 thousand for the three months ended June 30, 2025, compared to $2,744 thousand net financial expenses during the same period in the prior year. The reason for the increase during the three months ended June 30, 2025, is mainly attributable to financing expenses related to financial instruments arising from facility agreements entered into during June and July 2024, which are measured at fair value (see also note 8 to our interim condensed consolidated financial statements ended June 30, 2025). Our income tax benefit was $125 thousand for the three months ended June 30, 2025, as compared to $24 thousand during the same period in the prior year. - 47 - Results of Operations During the Six Months Ended June 30, 2025 as Compared to the Six Months Ended June 30, 2024 Our revenues were $5,014 thousand for the six months ended June 30, 2025, compared to $17,335 thousand during the same period in the prior year. Our revenues from Cortex’s Content Platform were $4,115 thousand for the six months ended June 30, 2025, a decrease of $9,633 as compared to $13,748 thousand during the same period in the prior year. The reasons for the decrease during the three months ended June 30, 2025 are due to the Cortex Adverse Effect. Our revenues from Gix Media’s Search Platform were $883 thousand for the six months ended June 30, 2025, a decrease of $2,704 thousand as compared to $3,587 thousand during the same period in the prior year. The reasons for the decrease during the Six months ended June 30, 2025, is due to: (1) decrease in the amount of search referrals conducted by users, provided by Gix Media to Search Engines, caused primarily by changes and updates to internet browsers’ technology, which have caused a decrease in revenues from the direct model, and (2) a decrease in the number of searches received from Gix Media’s third-party strategic partners in the indirect model mainly as a result of decrease in the credit lines received from third-party strategic partners. Our traffic-acquisition and related costs were $4,203 thousand for the six months ended June 30, 2025, a decrease of $9,866 compared to $14,069 thousand during the same period in the prior year. The reason for the decrease in the six months ended June 30, 2025, is due to the decrease in revenues from both the Content and Search Platforms during the six months ended June 30, 2025, as mentioned above. Our research and development expenses were $272 thousand for the six months ended June 30, 2025, compared to $1,262 thousand during the same period in the prior year. The reason for the decrease in the six months ended June 30, 2025, is due to the expense reduction in both the Content and Search Platforms, primarily in salaries and technological services. Our selling and marketing expenses were $406 thousand for the six months ended June 30, 2025, which is a decrease of $705 thousand as compared to $1,111 thousand during the same period in the prior year. The reason for the decrease in the six months ended June 30, 2025, is due to the expense reduction primarily in salaries both the Content and Search Platforms during the six months ended June 30, 2025, as compared to the same period in the prior year. Our general and administrative expenses were $829 thousand for the six months ended June 30, 2025, as compared to $1,302 thousand during the same period in the prior year. The reason for the decrease in the six months ended June 30, 2025, is due to the expense reduction primarily in salaries and professional services in both the Content and Search Platforms during the six months ended June 30, 2025, as compared to the same period in the prior year. Our depreciation and amortization expenses for the six months ended June 30, 2025, were $1,500 thousand as compared to $1,555 thousand during the same period in the prior year. A goodwill impairment loss of $3,150 thousand was recorded during the six months ended June 30, 2025, compared to $4,739 during the six months ended June 30, 2024. Both goodwill impairment losses recognized during the six months ended June 30, 2025, and June 30, 2024 were related to the Content Platform (see also note 5.B to our interim condensed consolidated financial statements ended June 30, 2025). Our other expenses were $544 thousand for the six months ended June 30, 2025, compared to $213 thousand other income during the six months ended June 30, 2024. The other expenses during the six months ended June 30, 2025, were primarily related to the Uplist, whereas the other income during the six months ended June 30, 2024, mainly attributable to governmental grants received by Gix Media and Cortex from the Israel Tax Authority in connection with the “Iron Swords” war. - 48 - Our net financial expenses were $10,525 thousand for the six months ended June 30, 2025, compared to $2,907 thousand during the same period in the prior year. The reason for the increase during the six months ended June 30, 2025 is mainly attributable to financing expenses related to financial instruments arising from facility agreements entered into during June and July 2024, which are measured at fair value (see also note 8 to our interim condensed consolidated financial statements ended June 30, 2025). Our income tax benefit was $153 thousand for the six months ended June 30, 2025, as compared to $23 thousand during the same period in the prior year. Liquidity and Capital Resources As of June 30, 2025, we had current assets of $4,143 thousand, consisting of $1,988 thousand in cash and cash equivalents, $173 thousand restricted deposits, $1,049 thousand in accounts receivable and $933 thousand in other current assets. As of June 30, 2025, we had non-current assets of $15,957 thousand, consisting of $38 thousand in deferred taxes, $108 thousand in property and equipment net, $9,257 thousand in intangible assets net and $6,554 thousand in goodwill. As of June 30, 2025, 2025, we had $12,657 thousand in current liabilities consisting of $5,531 thousand in accounts payable, $874 thousand in other payables and $5,385 thousand in short term loans and current maturities of long-term loans, and $867 thousand in short-term convertible loans. As of June 30, 2025, we had $2,117 thousand in non-current liabilities consisting of $1,107 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 $8,514 thousand and $5,177 thousand as of June 30, 2025, and December 31, 2024, respectively. During the three months ended June 30, 2025, we had a negative cash flow from operating activities of $427 thousand as compared to a positive cash flow from operations of $1,349 thousand during the same period in the prior year. The decrease in the three months ended June 30, 2025 is mainly due to an increase in the Company’s operating loss and decrease in changes in operating asset and liability items. During the six months ended June 30, 2025, we had a negative cash flow from operating activities of $836 thousand as compared to a positive cash flow from operations of $1,456 thousand during the same period in the prior year. The decrease in the six months ended June 30, 2025 is mainly due to an increase in the Company’s operating loss and decrease in changes in operating asset and liability items. During the three months ended June 30, 2025 and June 30, 2024, we had $0 in cash flow from investment activities in each of the periods. - 49 - During the six months ended June 30, 2025, we had a positive cash flow from investment activities of $12 thousand which arose from Metagramm Acquisition, as compared to $0 during the same period in the prior year. During the three months ended June 30, 2025, we had $2,348 thousand positive cash flow from financing activities as compared to $2,068 thousand negative cash flow from financing activities during the same period in the prior year. The increase in the three months ended June 30, 2025, was primarily attributable to proceeds of $1,820 thousand from the exercise of warrants in connection with facility agreements and a private placement, $630 thousand from short-term convertible loans received under facility agreements and lower net repayments of bank loans, which totaled $92 thousand compared to $2,638 thousand in the same period of the prior year. During the six months ended June 30, 2025, we had $2,303 thousand positive cash flow from financing activities as compared to $2,728 thousand negative cash flow from financing activities during the same period in the prior year. The increase in the six months ended June 30, 2025, was primarily attributable to proceeds of $1,820 thousand from the exercise of warrants in connection with facility agreements and a private placement, $630 thousand from short-term convertible loans received under facility agreements, lower net repayments of bank loans, which totaled $143 thousand compared to $3,281 thousand in the same period of 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 assets; (2) a lien on Gix Media’s bank account in Leumi; (3) a lien on Gix Media’s rights under the Cortex Transaction; (4) a fixed lien on Gix Media’s intellectual property; and (5) a lien on all of Gix Media’s holdings in Cortex. As of June 30, 2025, the Company has also provided several liens under Financing Agreement with Leumi in connection with the Cortex Acquisition, as follows: (1) a guarantee to Leumi of all of Gix Media’s obligations and undertakings to Leumi, unlimited in amount; (2) a subordination letter on behalf of the Company to Leumi; (3) a first ranking asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Company’s bank accounts. According to the Financing Agreement, Gix Media undertook to meet financial covenants over the life of the loans, including positive EBITDA. As of June 30, 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, following the consummation of the Uplist, the Company received additional funds from the exercise of warrants and the receipt of additional loans in connection with a private placement and facility agreements. Furthermore, on July 14, 2025, the Company closed a private placement transaction with certain accredited investors, pursuant to which the Company received gross proceeds of $4.5 million. However, there is significant uncertainty as to whether the Company will be able to secure additional funds when needed. - 50 - ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required for smaller reporting companies. ITEM 4. CONTROLS AND PROCEDURES A. Evaluation of Disclosure Controls and Procedures As of June 30, 2025, the Company’s chief executive officer and chief financial officer, conducted an evaluation (the “Evaluation”) regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon the Evaluation, as required by Rules 13a-15 or 15d-15, the Company’s chief executive officer and chief financial officer concluded that, and pursuant to the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), the Company’s disclosure controls and procedures were effective as of the end of June 30, 2025. B. Changes in Internal Control over Financial Reporting With the inclusion of the financial information of Metagramm beginning in our interim financial statements included in Form 10-Q for the quarterly period ended March 31, 2025, we will be required to implement internal controls over financial reporting with respect to processes and procedures underlying the financial information of Metagramm. Other than the aforesaid, there were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations, except as set forth below. On March 27, 2025, the was filed with the District Court of Tel Aviv-Jaffa (the “Court”) for a court order to commence insolvency proceedings under the Insolvency and Economic Rehabilitation Law, 5778 – 2018 against Gix Media. The Petition was filed by a primary Service Provider of Gix Media claiming that Gix Media owes it approximately $260,000 (excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider. On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Providers with respect to the debts owed by Gix Media to the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix Media to the Service Providers. On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $1.13 million to the Service Providers as payment in full of the debts owed to the Service Providers. As a result of such payment in full by Gix Media to the Service Providers, the Petition was dismissed. There is no other action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company, threatened against or affecting the Company, our common stock, our officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. ITEM 1A. RISK FACTORS Our business faces many risks, a number of which are described under the caption “Risk Factors” in our Annual Report. Other than as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report. The risks described in our Annual Report and below may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our Annual Report or described below occurs, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our Annual Report and below, and the information contained under the caption “Forward-Looking Statements” and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities. - 51 - We may not realize the anticipated benefits of the acquisition of Metagramm In March 2025, we acquired Metagramm, a company that specializes in developing advanced writing assistance tools and licenses its products on a subscription basis. Metagramm’s products and revenue model differs from those of our current platforms. We may not be able to assimilate or integrate the acquired personnel, operations, products, services, and technologies of Metagramm successfully or effectively manage the business of Metagramm and our management may be distracted from operating our business. We also may not achieve the anticipated benefits from the acquisition of Metagramm due to a number of factors, including, without limitation, unanticipated costs or liabilities associated with the acquisition and difficulty of incorporating Metagramm’s technology into our platforms. If the acquisition of Metagramm fails to meet our expectations, our operating results, business, and financial condition may suffer. Management has concluded that there is substantial doubt about our ability to continue as a going concern, and our condensed financial statements for the quarter ended June 30, 2025 include an explanatory paragraph as to our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all. Because we have had recurring losses and negative cash flows from operating activities, substantial doubt exists regarding our ability to remain as a going concern at the same level at which we are currently performing. Accordingly, our condensed financial statements for the quarter ended June 30, 2025 include an explanatory paragraph as to our potential inability to continue as a going concern. The doubts regarding our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all. Conditions in Israel, including Israel’s conflicts with Hamas and other parties in the region, as well as political and economic instability, may impede our ability to operate and harm our financial results. Because all of our operations are conducted in Israel and all members of our board of directors and management as well as all of our employees and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions in Israel. Since the establishment of the State of Israel in 1948 and in recent years, armed conflicts between Israel and its neighboring countries and terrorist organizations active in the region have involved missile strikes, hostile infiltrations, terrorism against civilian targets in various parts of Israel, and recently abduction of soldiers and citizens. Following the October 7th attacks by Hamas terrorists in Israel’s southern border, Israel declared war against Hamas and since then, Israel has been involved in military conflicts with Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies like the Houthi movement in Yemen and armed groups in Iraq and other terrorist organizations. Additionally, following the fall of the Assad regime in Syria, Israel has conducted limited military operations targeting the Syrian army, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups. Although certain ceasefire agreements have been reached, and some Iranian proxies have declared a halt to their attacks, there is no assurance that these agreements will be upheld, military activity and hostilities continue to exist at varying levels of intensity, and the situation remains volatile, with the potential for escalation into a broader regional conflict involving additional terrorist organizations and possibly other countries. In June 2025, in light of continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike directly targeting military and nuclear infrastructure inside Iran, aimed at disrupting Iran’s capacity to coordinate or launch further hostilities against Israel, as well as to degrade its nuclear program. In response, Iran launched multiple waves of drones and ballistic missiles at Israeli cities. While most of these attacks were intercepted, several caused civilian casualties and damage to infrastructure. The Israeli military conducted additional operations against Iranian assets. While a ceasefire was reached between Israel and Iran in June 2025 after 12 days of hostilities, the situation remains volatile. A broader regional conflict involving additional state and non-state actors remains a significant risk. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. These situations may potentially escalate in the future to more violent events which may affect Israel and us. - 52 - While our facilities have not been damaged during the current war, the hostilities with Hamas, Hezbollah, Iran and its proxies and others have caused and may continue to cause damage to private and public facilities, infrastructure, utilities, and telecommunication networks, and potentially disrupting our operations and supply chains. In addition, Israeli organizations, government agencies and companies have been subject to extensive cyber attacks. This could lead to increased costs, risks to employee safety, and challenges to business continuity, with potential financial losses. The continuation of the war has also led to a deterioration of certain indicators of Israel’s economic standing, for instance, a downgrade in Israel’s credit rating by rating agencies (such as by Moody’s, S&P Global, and Fitch). In connection with the ongoing war, several hundred thousand Israeli military reservists were drafted to perform immediate military service, and military reservists are expected to perform long reserve duty service in the coming years. As of date of this Quarterly Report on Form 10-Q, none of our employees or consultants in Israel have been called to reserve duty and there has been no material impact on our business from past reserve services. However, certain of our employees and consultants in Israel, in addition to employees of our service providers located in Israel, may be called, for service in the current or future wars or other armed conflicts with Hamas, as well as the other pending or future armed conflicts in which Israel is or may become engaged, and such persons may be absent for an extended period of time. As a result, our operations may be disrupted by such absences, which disruption may materially and adversely affect our business, prospects, financial condition and results of operations. Additionally, the absence of employees of our Israeli suppliers and contract manufacturers due to their military service in the current or future wars or other armed conflicts may disrupt their operations, which in turn may materially and adversely affect our ability to deliver or provide products and services to customers. Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. The global perception of Israel and Israeli companies, influenced by actions by international judicial bodies, may lead to increased sanctions and other negative measures against Israel, as well as Israeli companies and academic institutions. There is also a growing movement among countries, activists, and organizations to boycott Israeli goods, services and academic research or restrict business with Israel, which could affect business operations. If these efforts become widespread, along with any future rulings from international tribunals against Israel, they could significantly and negatively impact business operations. As of the date of this Quarterly Report on Form 10-Q, the Company’s revenues have not been directly negatively affected by the ongoing hostilities in the region, as the primary source of its revenues is predominantly from the U.S. or European markets, that have been not significantly impacted by the ongoing hostilities in Israel. As a result, as of the date of this Quarterly Report on Form 10-Q the Company’s abilities to deliver or provide products and services to its customers have not been materially affected. Finally, prior to the October 2023 war, the Israeli government pursued changes to Israel’s judicial system and has recently renewed its efforts to effect such changes. In response to the foregoing developments, certain individuals, organizations, and institutions, both within and outside of Israel, voiced concerns that such proposed changes, if adopted, may negatively impact the business environment in Israel. Such proposed changes may also lead to political instability or civil unrest. If such changes to Israel’s judicial system are pursued by the government and approved by the parliament, this may have an adverse effect on our business, results of operations, and ability to raise additional funds, if deemed necessary by our management and board of directors. - 53 - ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. ITEM 5. OTHER INFORMATION During the quarter ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K). ITEM 6. EXHIBITS (a) The following documents are filed as exhibits to this Quarterly Report or incorporated by reference herein. Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Viewbix Inc. (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed with the SEC on September 6, 2022) 3.2 Amended and Restated Bylaws of Viewbix Inc. (incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8-K, filed with the SEC on September 20, 2022) 3.3 Certificate of Amendment to Certificate of Incorporation filed July 15, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed with the SEC on July 19, 2024) 31.1* Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 31.2* Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document 101.INS* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. - 54 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VIEWBIX INC. By: /s/ Amihay Hadad Name: Amihay Hadad Title: Chief Executive Officer Date: August 19, 2025 (Principal Executive Officer) By: /s/ Shahar Marom Name: Shahar Marom Title: Chief Financial Officer Date: August 19, 2025 (Principal Financial Officer) - 55 -