What changed in this filing

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Item 1. Financial Statements

2025-08-19 compared with 2025-05-14 · 1124 added, 957 removed, 211 unchanged (91% of the section changed)

FINANCIAL STATEMENTS

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Interim Condensed Consolidated Balance Sheets (unaudited)

3 unchanged sentences

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

dollars in thousands (except share data)

5 unchanged sentences

Other current assets

Total current assets

current assets

NON-CURRENT ASSETS

2 unchanged sentences

Intangible assets, net

Total non-current assets

The accompanying notes are an integral part

of these Interim Condensed Consolidated financial statements.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited) (Cont.)

dollars in thousands (except share

LIABILITIES AND SHAREHOLDERS’ EQUITY

non-current assets

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

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.)

dollars in thousands (except share data)

June 30, 2025

December 31, 2024

AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

5 unchanged sentences

Other payables

Total current liabilities

current liabilities

NON-CURRENT LIABILITIES

2 unchanged sentences

Earn-out liability

Total non-current liabilities

non-current liabilities

Commitments and Contingencies

2 unchanged sentences

par value - Authorized:

490,000,000 shares;

Issued and outstanding:

6,619,959 and 5,296,945 shares as of March 31, 2025, and December

31, 2024, respectively (*) .

and 5,296,945

shares as of June 30, 2025, and December 31, 2024, respectively (*) .

Additional paid-in capital

Accumulated deficit

Equity attributed to shareholders of Viewbix Inc.

Equity attributed to shareholders of Viewbix

Non-controlling interests

Total liabilities and shareholders’ equity

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.

INTERIM CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS (Unaudited)

liabilities and shareholders’ equity

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).

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

dollars in thousands (except share data)

For the three months ended March 31,

the six months ended

the three months ended

Costs and Expenses:

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Depreciation and amortization

Other expenses, net

Goodwill impairment

Other expenses (income),

Operating loss

Financial expense, net

Financial expenses, net

Loss before income taxes

Income tax expense (benefit)

net loss attributable to non-controlling interests

Net loss attributable to shareholders of Viewbix Inc.

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

Income tax benefit

net loss attributable

to non-controlling interests

loss attributable to shareholders of Viewbix Inc.

Net loss per share – Basic and diluted

attributed to shareholders:

Weighted average number of shares – Basic and diluted

3,748,861 (*)

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.

INTERIM CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

3,765,552 (*)

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).

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

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

dollars in thousands (except share data)

Common stock (*)

to the company’s

the company’s

Balance as of January 1, 2025

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

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

Shares issued in connection with the Reverse

Stock Split (see note 10.D)

Issuance of shares in connection with acquisition

of a subsidiary (see note 6)

Issuance of shares and warrants in connection

with conversion of loans (see notes 7.E, 7.F, 7.G)

Exercise of warrants (see note 10.C)

Redeem of loan to parent company (see note

Share-based compensation

Balance as of March 31, 2025

Common stock (*)

to the company’s

Balance as of June

the company’s

Balance as of April 1, 2025

Issuance of shares and warrants in connection

with conversion of loans (see notes 7.E, 7.F, 7.G)

Exercise of warrants (see note 10.C)

Redeem of loan to parent company (see note

Share-based compensation

Balance as of June

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).

an amount less than $1.

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

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

dollars in thousands (except share data)

the company’s

Balance as of January 1, 2024

Share-based compensation

Balance as of March 31, 2024

(*) 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

The accompanying notes are an integral part

of these Interim Condensed Consolidated financial statements.

INTERIM CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS (Unaudited)

Issuance of shares and warrants in connection

with issuance of convertible loans (see note 7.E)

Receipts on account of

shares and warrants (see note 10.B)

Balance as of June

the company’s

Balance as of April 1, 2024

Share-based compensation

Issuance of shares and warrants in connection

with issuance of debt and convertible debt (see note 7.E)

Receipts on account of

shares and warrants (see note 10.B)

Balance as of June

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).

an amount less than $1.

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

dollars in thousands (except share data)

For the three months ended March 31,

Cash flows from Operating Activities

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortizations

the six months

the three months

flows from Operating Activities

Adjustments to reconcile

net income to net cash provided by operating activities:

Depreciation and amortization

Share-based compensation

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Amortization of loan discounts

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

Amortization of deferred debt issuance costs (see note 7.F, 7.G)

Changes in assets and liabilities items:

Decrease in accounts receivable

Change in the fair value of financial assets

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

Amortization of deferred debt issuance costs

(see notes 7.E.

Goodwill Impairment (see note 5)

Equity based debt issuance costs (see note

Loss from substantial debt terms modification (see note 7.D)

Loss on sale and disposal of property and equipment

Loss from termination of lease agreement

Changes in assets and liabilities

Decrease (increase) in accounts receivable

Decrease (increase) in other current assets

Decrease in operating lease right-of-use assets

Decrease in accounts payable

Increase in other payables

Decrease in operating lease liabilities

Net cash provided by (used in) operating activities

The accompanying notes are an integral part

of these Interim Condensed Consolidated financial statements.

INTERIM CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS (Unaudited) (Cont.)

Increase in operating lease right-of-use asset

Increase (decrease) in accounts payable

Decrease (increase) in other payables

Decrease in operating

lease liabilities

cash provided by (used in) operating activities

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Cont.)

dollars in thousands (except share data)

For the three months ended March 31,

Cash flows from Investing Activities

Net cash from acquisition of a subsidiary (see note 6)

Net cash provided by investing activities

Cash flows from Financing Activities

the six months

the three months

flows from Investing Activities

Net cash from

acquisition of a subsidiary (see appendix A)

Net cash provided by investing

flows from Financing Activities

Receipt of short-term convertible loans

Receipt of short-term bank loans

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Repayment of long-term bank loans

Change in loan to parent company

Net cash used in financing activities

Decrease in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

Cash and cash equivalents and restricted cash at end of period

Supplemental Disclosure of Cash Flow Activities:

Increase in loan to parent company (see

Receipts on account of shares and warrants

(see note 10.B)

Proceeds from exercise of warrants

cash provided by (used in) financing activities

Increase (decrease) in cash

and cash equivalents and restricted cash

and cash equivalents and restricted cash at beginning of period

and cash equivalents and restricted cash at end of period

Disclosure of Cash Flow Activities:

Cash paid during the period

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Total Cash paid during the period

The accompanying notes are an integral part

of these Interim Condensed Consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Substantial non-cash activities:

Deemed extinguishment and re-issuance of debt

(see note 7.D)

Termination of operating lease agreement (see

Redeem of loan to parent company

Conversion of loans into shares and warrants

March 24, 2025

Consolidation of Metagramm (see note 6):

Other current assets

Property and equipment

Technology, net of deferred taxes

Customer Relations, net of deferred taxes

Earn-out liability

Consideration paid in Company’s shares

Balance as of March 24, 2025

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

TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except share data)

Organizational Background

(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”).

In 2015 the Company changed its name to Emerald Medical Applications Corp., subsequent

to which the Company, through its subsidiary, was engaged in the development of technology for use in detection of skin cancer.

29, 2018, the Company ceased its business operations in this field.

On January 17, 2018, the Company formed

a new wholly owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd.

(“VCT Israel”), to

develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies.

as of March 7, 2018, the Company’s name was changed from Emerald Medical Applications Corp.

(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.

January 17, 2018, the Company formed a new wholly owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies

(“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.

VCT Israel ceased its business operation in 2019 and prior to consummation of the Recapitalization

On January 27, 2020, VCT Israel was sold to a third party for NIS 50 thousand (approximately $ 13 ).

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.

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 “Closing

Date”) 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.

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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”).

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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

1 unchanged sentence

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,

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 .

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.

Business Overview

The Company and its subsidiaries (the

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

(“Cortex”), operate in the field of digital advertising.

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.

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 10.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.

March 24, 2025, the Company entered into a securities exchange agreement with the shareholders of Metagramm Software Ltd.

(“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.

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.

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

campaigns, for the purposes of obtaining and routing internet user traffic to its customers.

The search segment activity is conducted

by Gix Media.

digital content segment 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.

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.

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.

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

2 unchanged sentences

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.

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share

Metagramm licenses its products

on a subscription basis to businesses and individual customers.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

GENERAL (Cont.)

Impact of the “Iron Swords”

War on Israel

On October 7, 2023, following the

brutal attacks on Israel by Hamas, a terrorist organization located in the Gaza Strip that infiltrated Israel’s southern border

and conducted a series of attacks on civilian and military targets, Israel’s security cabinet declared war (the “War”).

Following the commencement of the War, hostilities also intensified between Israel and Hezbollah, a terrorist organization located in

This may escalate in the future into a greater regional conflict.

The War led to a reduction of business activities in Israel,

evacuation of residences located in the northern and southern borders of Israel, a significant call up of military reserves and lower

availability of work force.

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

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 year ended December 31, 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.

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.

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.

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.

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.

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.

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.

to the Cortex Adverse Effect and additional circumstances as explained in note 5.B, the Company recorded an impairment of $ 7,675 in the

goodwill related to the digital content segment as of December 31, 2024.

Filing of Insolvency Petition

Against Gix Media

On March 27, 2025, a petition was

filed with the District Court of Tel Aviv-Jaffa for a court order to commence insolvency proceedings against Gix Media.

was filed by a primary 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 (see note 9.B).

Due to the filing

of the petition, Leumi bank has the right to demand immediate repayment of Gix Media’s bank loans.

As a result, long-term loans

were classified as a current liability (see note 7.A, 7.B).

As of the date of approval of

these financial statements, the Company cannot assess the likelihood of success of the Petition or its potential impact on the

Company’s business.

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

GENERAL (Cont.)

Filing of Insolvency Petition Against Gix Media

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

for a court order to commence insolvency proceedings 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.

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).

Nasdaq Uplisting

June 4, 2025, the Company’s shares of common stock were approved for listing on The Nasdaq Capital Market

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”).

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).

Going Concern

From the second half of 2023

through March 31, 2025, the Company experienced a decrease in its revenues from the digital content and search segments, as a result

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 three months ended March 31, 2025, the Company recorded an

operating loss of $ 969

compared to $ 1,011

during the three months ended March 31, 2024.

Additionally, the Company recorded a net loss of $ 3,844

during the three months ended March 31, 2025, compared to $ 1,175

during the three months ended March 31, 2024.

As of March 31, 2025, the Company had cash and cash equivalents of $ 181 ,

bank loans of $ 5,477 ,

accumulated deficit of $ 26,382

and a negative cash flow of $409 for the three months ended March 31, 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.

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 (see note 7.B) aggregate gross proceeds

Moreover, the Company plans to uplist its shares of common stock to a national securities exchange (the “Uplist”),

after which, in accordance with the terms of the aforesaid private placement and facility agreements, the company is expected to receive

additional funds.

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

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

However, there is significant

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

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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.

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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

GENERAL (Cont.)

Going Concern (Cont.)

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).

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 .

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.

financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SIGNIFICANT ACCOUNTING POLICIES

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

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.

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.

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.

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.

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.

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.

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.

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.

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

1 unchanged sentence

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).

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;

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.

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

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

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

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

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

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 other than the significant accounting policies of derivative financial instruments

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

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.

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.

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share

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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOAN TO PARENT COMPANY

SCHEDULE OF LOAN TO PARENT COMPANY

March 31 2025

December 31 2024

Loan to Parent Company

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 bears interest at a rate to be 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.

Parent Company

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.

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.

For the three months ended March 31,

2025 and 2024, Gix Media recognized interest income in the amount of $ 38 and $ 39 , respectively.

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 .

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 $ 28 for the three months ended March 31, 2025 and 2024, respectively.

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

March 19, 2025, the Company’s board of directors approved to extend the loan between Gix Media and the Parent Company until September

All other terms and conditions of the loan will remain unchanged.

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 .

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.

the six months ended June 30, 2025 and 2024, Gix Media recognized interest income in the amount of $ 63 and $ 79 , respectively.

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.

Company included renewal options that it was reasonably certain to exercise in the measurement of the lease liabilities.

2023, the Company exercised the option to extend the lease period for an additional term of 24 months (from March 1, 2024, to February

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.

lease expenses amounted to $ 0 and $ 69 for the six months ended June 30, 2025 and 2024, respectively.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

GOODWILL AND INTANGIBLE ASSETS, NET

SCHEDULE OF GOODWILL AND

INTANGIBLE ASSETS

Internal-use Software

Customer Relations

SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS

Balance as of January 1, 2025

1 unchanged sentence

Impairment of goodwill

Balance as of March 31, 2025

Balance as of June 30, 2025

Accumulated amortization:

Balance as of January 1, 2025

Amortization recognized during the period

Balance as of March 31, 2025

Amortization recognized

during the period

Balance as of June 30, 2025

Amortized cost:

As of March 31, 2025

Internal-use Software

Customer Relations

As of June 30, 2025

Balance as of January 1, 2024

6 unchanged sentences

Accumulated amortization, beginning balance

Amortization recognized during the year

Amortization recognized

during the year

Balance as of December 31, 2024

3 unchanged sentences

Amortized cost

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

GOODWILL AND INTANGIBLE ASSETS, NET

Impairment of goodwill:

As of December 31, 2024, 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 $ 7,675

which was driven mainly due to the Cortex Adverse Effect (see note 1.E) and due to a decrease in the cash flow projections.

The Company also performed a quantitative

impairment test of the search reporting unit.

The Company did not recognize an impairment regarding this reporting unit.

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

As of December 31, 2024, the Company recognized an impairment loss of $ 7,675 related to the digital content reporting unit.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

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

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 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.

Fair Value of Metagramm’s

Identifiable Assets and Liabilities:

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”).

addition, the Company agreed to pay Metagramm’s shareholders cash earn-out payments on a pro rata basis of up to a cumulative

million, contingent on achieving certain financing and revenue milestones within 3 years following the Closing Date (see note 13.D).

Value of Metagramm’s Identifiable Assets and Liabilities:

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES

4 unchanged sentences

Technology, net of deferred taxes

Customer Relations, net of deferred taxes

Customer Relations, net

of deferred taxes

cost of the acquisition

Earn-out liability arising from the acquisition

Total liabilities

Consideration paid in Company’s shares

The total cost of the acquisition

has been allocated between tangible and intangible assets acquired and liabilities assumed based on estimated fair values, with the

residual of the acquisition cost recorded as goodwill.

The intangible assets identified in the Metagramm Acquisition were technology

and customer relations.

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.

Earn-out liability arising

from the acquisition

Consideration

paid in Company’s shares

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.

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.

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.

current assets were estimated to have fair values that approximate their carrying values due to the short-term maturities of these instruments.

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.

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

March 31, 2025

December 31, 2024

Short-term bank loans – Gix Media

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

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

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

Short-term bank loans – Gix

Short-term bank loan – Gix Media

SOFR + 4.65 %

Short-term bank loan – Cortex

Short-term bank loan

Long-term bank loan, including current maturity – Gix Media (received

on October 13, 2021)

Long-term bank loan, including current maturity – Gix Media (received

on January 17, 2023)

Long-term bank loan, including current maturity

– Gix Media (received on October 13, 2021)

Long-term bank loan, including current maturity

– Gix Media (received on January 17, 2023)

Long-term bank loan

Short-term loan – June 2024 Facility Agreement – Viewbix

Short-term convertible loan – June 2024 Facility Agreement –

Short-term convertible loan – First July 2024 Facility Agreement

– Viewbix Inc

Short-term convertible loan – Second July

Short-term loan – June 2024 Facility

Agreement – Viewbix Inc

Short-term convertible loan – June

2024 Facility Agreement – Viewbix Inc

Short-term convertible loan

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

Short-term convertible loan – First

July 2024 Facility Agreement – Viewbix Inc

Short-term convertible

loan – Second July 2024 Facility Agreement – Viewbix Inc

Short-term convertible

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

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”).

Financing Agreement included the following main terms:

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 %.

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 %.

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.

part of the Financing Agreement, Gix Media and the Company provided several liens in favor of Leumi (see note 9).

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

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:

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 %.

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 %.

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.

As part of the Financing Agreement, Gix Media and the Company provided

several liens in favor of Leumi (see note 9).

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,

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”).

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 %.

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,

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.

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 ;

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.

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

(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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

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.

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 from January 29, 2025, according to which, inter

(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.

As of March 31, 2025, Gix Media has

drawn $ 549 of the Gix Media Credit Line.

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

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.

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,

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.

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.

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.

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.

of June 30, 2025, Gix Media has drawn $ 430 of the Gix Media Credit Line.

July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement, according to which, inter alia:

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).

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

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.

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 March 31, 2025, Cortex has drawn

$ 973 of the Cortex Credit Line.

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

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,

The amounts that are drawn from the Cortex Credit Line bear an annual interest of SOFR + 4.08 %.

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 .

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 %.

February 28, 2025, Cortex and Leumi entered into an additional amendment to Cortex’s Loan Agreement, pursuant to which:

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.

of June 30, 2025, Cortex has drawn $ 1,000 of the Cortex Credit Line.

Long term loan and issuance of warrants:

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.

terms of the 2023 Loan were substantially amended on June 18, 2024, by the June 2024 Facility Agreement (see note 7.E).

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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

Long term loan and issuance

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 $ 1,914 for the year ended December 31, 2024.

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.F) prior to the Initial Maturity Date, then the Total Credit Facility Amount will be due for repayment following 12 months

from the Uplist date.

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.

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.

(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.

Total Credit Facility Amount will accrue interest at a rate of 12 % per annum, to be paid in advance.

interest for the first year of the June 2024 Facility Agreement, which was equal to $ 184 , was paid by the Company in advance in:

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.

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.

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 common stock of the Company, (b) 50,000 warrants to purchase 50,000

common stock of the Company at an exercise price of $ 1.00 per share (c) 625,000 warrants for the purchase of 625,000 common stock with

an exercise price of $ 4.00 per share (“June 2024 Lead Lender Fee Warrants”).

The June 2024 Lead Lender Fee Warrants will

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

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

addition, the Company paid to the June 2024 Lead Lender a commission consisting of:

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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

The June 2024 Lead Lender Fee Warrants,

which were exercisable immediately after the closing of the agreement, were allocated subject to certain ownership restrictions, adjustments,

and anti-dilution protections.

Furthermore, the Company has committed to submitting a request for the registration of the shares and

warrants issued to the June 2024 Lenders within thirty (30) days from the date of the June 2024 Facility Agreement.

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

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

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.

June 2024 Facility Agreement (Cont.):

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.

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.

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

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.

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

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.

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.

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).

First July 2024 Facility Agreement

On July 4, 2024, the Company entered

into a credit line agreement with a certain lender (the “First July 2024 Facility Agreement”).

Under the First July 2024

Facility Agreement and amendments from July 22, 2024, and July 25, 2024, the lender will provide a total credit line of $ 2.5 million

(the “First July 2024 Facility Loan Amount”), which will be available for use as follows:

(a) $50 upon the date of the First

July 2024 Facility Agreement, (b) $50 upon the Uplist, and (c) after the Uplist, $200 will be available for use on a quarterly basis

until the total amount reaches $ 2.5 million.

The First July 2024 Facility Agreement

will remain available until the earliest of:

(a)(1) full utilization of the First July 2024 Facility Loan Amount, (a)(2) after 36 months

from the date of the First July 2024 Facility Agreement, and (b) upon such date that the Company completes a $ 2.0 million financing transaction

(the “First July 2024 Facility Term”).

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

Loan Amount will be repaid to the lender immediately.

The First July 2024 Facility

Agreement Amount will accrue interest at a rate of 12 %

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

shares of the Company’s common stock at a conversion rate of $ 1.00

for each dollar of interest accrued on the total amount, and (b) 300,000

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:

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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

First July 2024 Facility Agreement (Cont.)

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.

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

(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

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.

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.

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

shares of common stock of the Company, which representing a fee of five percent ( 5 %)

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

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

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

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 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 common stock of the Company at an exercise price of $ 1.00 per share.

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

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.

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 $ 34 for the three months

ended March 31, 2025 .

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share

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.

connection with the First July 2024 Facility Agreement, the Company received a loan of $ 50 which was recorded as a short-term convertible

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.

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.

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.

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.

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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

LOANS (Cont.)

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.

The Second July 2024 Facility Loan

Amount will accrue interest at a rate of 12 % per annum.

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”).

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).

Second July 2024 Facility Loan Amount will accrue interest at a rate of 12 %

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 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 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 common stock of the Company, which represent

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.

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 $ 30 for the three months ended March 31, 2025.

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share

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

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.

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.

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

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.

connection with the Second July 2024 Facility Agreement, the Company received a loan of $ 80 which was recorded as a short-term convertible

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.

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.

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.

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.

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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

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

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).

The fair value of the financial instruments as of December 31, 2024, was calculated using the following unobservable inputs:

$ 0.472 , expected volatility:

148 %, exercise price:

$ 1.00 , risk-free interest rate:

4.24 %- 4.32 %, expected life:

0.46 - 0.50 years.

fair value of the financial instruments as of March 31, 2025, was calculated using the following unobservable inputs:

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.

fair value of the financial instruments as of December 31, 2024, was calculated using the following unobservable inputs:

$ 0.472 , expected volatility:

3 unchanged sentences

0.46 - 0.50 years.

The following table presents the financial

instruments that were measured at fair value through profit or loss:

SCHEDULE OF FINANCIAL LIABILITIES

as of January 1, 2025

changes at fair value recognized through profit or loss

derivatives recorded in connection with the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July

2024 Facility Agreement

as of March 31, 2025

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.

following table presents the financial instruments that were measured at fair value through profit or loss:

SCHEDULE OF FINANCIAL INSTRUMENTS

Balance as of January 1, 2025

Embedded derivatives recorded in connection with the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement

Net changes at fair value recognized through profit or loss

Net changes at fair value recognized through

profit or loss

Embedded derivatives converted to equity

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

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

Net changes at fair value

recognized through profit or loss

Balance as of December

Embedded derivatives, Balance

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

COMMITMENTS AND CONTINGENCIES

On September 19, 2022, as part of

the Reorganization Transaction terms, the Company has provided several liens under Gix Media’s Financing Agreement with Leumi in

connection with the Cortex Transaction, as follows:

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

to Bank 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

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

(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.

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

a floating lien on Gix Media’s assets;

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

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

(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 restricted deposits in the

amount of $ 32 as of March 31, 2025, are used as a security in respect of credit cards and its leased offices.

Cortex has a restricted

deposit in the amount of $ 27 as of March 31, 2025, is used as a security in respect of its leased offices.

Filing of Insolvency Petition

Against Gix Media:

On March 27, 2025, a petition was

filed with the District Court of Tel Aviv-Jaffa for a court order to commence insolvency proceedings under the Insolvency and Economic

Rehabilitation Law, 5778 - 2018, against Gix Media (the “Petition”).

The Petition was filed by a primary service provider

(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.

The Petition requests, among other things, that the court appoints

a trustee for Gix Media to implement insolvency proceedings, vest its assets for the sole purpose of paying past debts and expenses of

the insolvency proceedings, and freeze all legal proceedings against Gix Media (see note 12.A).

As a result of the filing of the Petition,

Leumi may demand immediate repayment of Gix Media’s long-term bank loans under the Financing Agreement.

As of the date of approval of these financial statements, the Company is unable to assess the likelihood of the Petition’s success or its potential

impact on the Company’s business.

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share

and (5) a lien on Gix Media’s full holdings

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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY

Shares of Common Stock

of Common Stock confer the rights to:

(i) participate in the general meetings, to one vote per share for any purpose, to an equal part,

on 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).

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).

March 24, 2025, the Company entered into a securities exchange agreement with 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 10.E).

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.

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.

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).

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

In consideration with the Consultants’ services, the Company issued to the Consultants 120,000 shares of common stock in

The Company recorded a share-based compensation expense of $ 57 in other expenses in connection with the issuance of shares

to the Consultants.

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).

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).

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).

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

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).

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

Shares of Common Stock (Cont.)

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

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).

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

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

6 unchanged sentences

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.

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

provision in the event that the Company’s shares of common stock are approved for listing on the Nasdaq Capital

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.

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.

July 2024, the Company issued 269,719 shares of common stock and 385,332 warrants in connection with the Private Placement.

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.

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).

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

The following table summarizes information

of outstanding warrants as of March 31, 2025:

following table summarizes information of outstanding warrants as of June 30, 2025:

SCHEDULE OF OUTSTANDING WARRANTS

3 unchanged sentences

December 2025

June 2024 Facility Agreement Warrants (see note 7.E)

June 2024 Lead Lender Fee Warrants (see note 7.E)

First July 2024 Facility Warrants (see note 7.F)

Second July 2024 Facility Warrants (see note 7.G)

June 2024 Facility Agreement Warrants (see

June 2024 Lead Lender Fee Warrants (see note

PIPE Warrants (see note 10.B)

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.

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.

Securities Exchange Agreement

On July 31, 2024, the Company entered

into the 2024 SEA 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

On March 24, 2025, the Company

entered into the 2025 SEA with the shareholders of Metagramm which replaced and terminated the 2024 SEA.

Pursuant to the 2025 SEA, the Company issued to the shareholders of Metagramm 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.

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 6).

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

following table summarizes the activity in outstanding warrants during the six-months period ended June 30, 2025:

OF ACTIVITY IN OUTSTANDING WARRANTS

outstanding as of January 1, 2025

granted upon loans conversion

outstanding as of June 30, 2025

Class J Warrants

Class K Warrants

2023 Warrants (see note 7.D)

June 2024 Facility Agreement Warrants (see

June 2024 Lead Lender Fee Warrants (see note

First July 2024 Facility Warrants (see note

Second July 2024 Facility Warrants (see note

PIPE Warrants (see note 10.B)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

Reverse Stock Split:

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.

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.

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

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.

As of the date of approval

of the financial statements, the Company had reserved 625,000 shares of Common Stock for issuance under the 2023 Plan.

The 2023 Plan provides for the grant

of stock options, restricted stock, restricted stock units, stock or other stock-based awards, under various tax regimes, including,

without limitation, in compliance with Section 102 and Section 3(i) of the Israeli Income Tax Ordinance (New Version) 5271-1961, and

for awards granted to United States employees or service providers, including those who are deemed to be residents of the United States

for tax purposes, Section 422 and Section 409A of the United States Internal Revenue Code of 1986.

In connection with the adoption of

the 2023 Plan, on March 7, 2023, the Company entered into certain intercompany reimbursement agreements with two of its subsidiaries,

Viewbix Israel and Gix Media (the “Recharge Agreements”).

The Recharge Agreements provide for the offer of awards under the

2023 Plan to employees or service providers of Viewbix Israel and Gix Media (the “Affiliates”) under the 2023 Plan.

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.

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:

2017, after the completion of Gix Media’s acquisition by the Parent Company, the Parent Company granted options to Gix Media’s

These options entitle the employees to purchase ordinary shares of the Parent Company that are traded in the Tel-Aviv Stock

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).

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SHAREHOLDERS’ EQUITY (Cont.)

Share option plan (Cont.)

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.

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.

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.

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share

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”) .

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.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

FINANCIAL EXPENSES, NET

OF FINANCIAL EXPENSE, NET

the six months

the three months

Financial expenses (income):

Exchange rate differences

Interest expense on bank loans

Loss from substantial debt terms modification (see note 7.D)

Change in the fair value of financial assets

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

Interest income on loans to Parent Company

Amortization of deferred debt issuance costs

expenses, net

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 operations as Metagramm Acquisition consummated on the

end of March 2025.

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.

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 March 31, 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.

Segments revenues and operating

SCHEDULE OF SEGMENTS REVENUES AND

OPERATING RESULTS

For the three months

ended March 31, 2025

and eliminations

Group operates in two different segments in such a way that each company in the Group operates as a separate business segment.

business segments currently do not include Metagramm’s operations as they do not meet the segment definition criteria.

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

of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers.

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.

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.

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.

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.

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

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SEGMENT REPORTING (Cont.)

revenues and operating results:

OF SEGMENTS REVENUES AND OPERATING RESULTS

the six months ended June 30, 2025

Revenues from external customers

Traffic-acquisition and related costs

Research and development expenses

Traffic-acquisition and

related costs

Research and development

Sales and marketing expenses

General and administrative expenses

General and administrative

Depreciation and amortization

Goodwill impairment

Other expenses, net

Segment operating income (loss)

Financial income (expenses),

( 10,488 ) (*)

Segment income (loss), before income taxes

the six months ended June 30, 2024

Revenues from external customers

Traffic-acquisition and

related costs

Research and development

Sales and marketing expenses

General and administrative

Depreciation and amortization

Goodwill Impairment

Other expenses (income),

Segment operating income (loss)

Financial expenses, net

( 2,823 ) (**)

Segment income (loss), before income taxes

NOTES TO INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SEGMENT REPORTING (Cont.)

Segments revenues and operating

For the three months

ended March 31, 2024

and eliminations

revenues and operating results (Cont.):

the three months ended June 30, 2025

Revenues from external customers

Traffic-acquisition and related costs

Research and development expenses

Traffic-acquisition and

related costs

Research and development

Sales and marketing expenses

General and administrative expenses

General and administrative

Depreciation and amortization

Goodwill Impairment

Other expenses, net

Segment operating income (loss)

Financial income (expenses), net

Financial income (expenses),

( 7,626 ) (*)

Segment income (loss), before income taxes

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 interest expenses on bank loans in connection with

the Financing Agreement (see note 7.A, 7.B).

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:

the three months ended June 30, 2024

Revenues from external customers

Traffic-acquisition and

related costs

Research and development

Sales and marketing expenses

General and administrative

Depreciation and amortization

Goodwill Impairment

Other expenses (income),

Segment operating income (loss)

Financial expenses, net

( 2,673 ) (**)

Segment income (loss), before income taxes

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

loss (see note 8).

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).

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SEGMENT REPORTING (Cont.)

Segments revenues and operating results (Cont.):

“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 three

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

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

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 interest expenses on bank loans in connection with

the Financing Agreement (see note 7.A, 7.B).

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.

Depreciation and amortization expenses

not attributable to segments (***)

Revenues, research and development expenses,

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

Goodwill Impairment

Depreciation and amortization expenses

not attributable to segments (***)

Research and development expenses, sales and

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

Goodwill Impairment

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

loss (see note 8).

consist of 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).

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

consist of general and administrative expenses such as salary and related expenses and professional consulting expenses.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

dollars in thousands (except share data)

SUBSEQUENT EVENTS

May 8, 2025, a preliminary hearing was held regarding the Petition filed by the Service Provider.

The district court instructed the parties

to reach a mutual settlement and scheduled a follow-up hearing for May 22, 2025.

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

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.

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 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.

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.

Company received total proceeds of $ 402

upon exercise of the warrants.

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 .

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

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

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

The common warrants may be exercised on a cashless

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

connection with the July 2025 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.

July 2025 Private Placement closed on July 14, 2025.

The aggregate gross proceeds received by the Company on the closing date were $ 4.5

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

In addition, the shareholders of Metagramm became entitled to partial earn-out payments on a pro rata basis pursuant to the

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.

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

As of the date of issuance of these financial statements, the S-3 has not been declared effective by the SEC.

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

What changed 10-Q

Item 1. Financial Statements