QUANTUM X LABS INC. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS Special Note Regarding Forward-Looking Statements The following management’s discussion and analysis section should be read in conjunction with the Company’s unaudited financial statements as of June 30, 2025 and 2024, and the related statements of statement operation, statement of changes in shareholders’ equity and statements of cash flows for the three months then ended, and the related notes thereto contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”). Our reporting currency and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S. dollars. On July 10, 2024, our board of directors approved to effect a one-for-four consolidation of our share capital, pursuant to which holders of our shares of common stock will receive one share of common stock for every four shares of common stock held (the “Reverse Stock Split”). The Reverse Stock Split became effective on March 14, 2025, following the process and announcement by FINRA. Unless the context expressly indicates otherwise, all references to share and per share amounts referred to herein reflect the amounts after giving effect to the Reverse Stock Split. Forward-Looking Statements This management discussion and analysis section contains forward-looking statements, such as statements of the Company’s plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions “will,” “may,” “could,” “should,” etc., or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: ● the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of digital advertising as effective alternatives to traditional offline marketing products and services; ● our ability to retain and attract a programmatic advertiser, and the associated payments received from such programmatic advertisers’ ads on websites which have been categorized as “Made for Advertising”; ● our ability to generate enough cash flow to meet our debt obligations or fund our other liquidity needs, and substantial doubt regarding our ability to continue as a going concern; - 41 - ● our need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult to obtain and could dilute out shareholders’ ownership interests; ● our ability to receive credit facility to fund our operations, at favorable terms, or at all; ● our ability to pay our obligations when they become due, including the contemplated debt restructuring program currently under negotiation with our credit and debtholders; ● our subsidiaries’ future performance, including our ability to instill potential measures to assist Cortex and Gix Media in mitigating future economic harm; ● entry of new competitors and products, the impact of large and established internet and technology companies and potential technological obsolescence of our offered platforms; and ● political, economic and military conditions in Israel, including the current security situation in Israel, as well as the war’s potential impact on our business and operation. The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with which may cause our actual results to differ from those anticipated in our forward-looking statements. For a discussion of these and other risks that relate to our business and investing in our common stock, you should carefully review the risks and uncertainties described in this Quarterly Report, and those contained in section captioned “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2025 (the “Annual Report”). The Company’s actual results could differ materially from those contemplated in these forward-looking statements as a result of these factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report. Overview and Background Viewbix Inc. (the “Registrant”, “Viewbix” or the “Company”) is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbix’s operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging (“Video Advertising Platform”). With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video. The Video Advertising Platform measures when a viewer performs a specific action while watching a video and collects and reports the results to the client. However, due to the Company’s failure to meet predetermined sales targets which were set pursuant to the recapitalization transaction with Gix Internet Ltd. in January 2020, the Company determined to reduce its operations and the size of its sales and R&D team in the Digital Advertising Platform. The Company, through its subsidiaries, Gix Media Ltd. (“Gix Media”) and Cortex Media Group Ltd. (“Cortex”), expanded its digital advertising operations across two main sectors: ad search and digital content (the “Search Platform” and the “Content Platform”, respectively). Gix Media and Cortex develop and market a variety of technological software solutions that automate, optimize and monetize online campaigns. Cortex also creates, edits and markets content in various languages to different target audiences in order to generate revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms. These technological tools enable advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their sites. Through its Search Platform, the Company provides services to leading search engines worldwide (“Search Engines”) by developing, marketing and distributing software products to internet users. The operations and activity on this platform are powered by Gix Media. Through the Content Platform, the Company provides editing and marketing services of content in different languages and to different target audiences with the goal of generating revenues from advertising employed in such content, which is posted on digital content marketing and advertising platforms. The operations and activity on this platform are powered by Cortex. - 42 - Search Platform Gix Media’s Search Platform allows for the referral of user traffic (i.e., searches that are performed by internet users) to the Search Engines, such as Yahoo and Bing, where the Search Engines display the ads of their customers. The Search Engines pay Gix Media for the searches that were referred by it, based on the amount of consideration that the Search Engine receives from the advertisers for the user traffic generated, less a certain percentage from the revenues attributed to the Search Engine. Since the customers of Gix Media are the Search Engines, and not the advertisers, Gix Media recognizes revenues for the actual amount received from the Search Engines, and not from the advertisement revenue itself. The referral of user traffic by Gix Media to the Search Engines is possible after users download Gix Media’s products, which are browser add-ons, usually from the browser stores (mostly Google Chrome browsers) and by downloading desktop software products, free of charge, for the Apple operating system (for Mac computers) and for the Microsoft operating system (for PC computers). When downloading Gix Media’s products, the users grant permission to Gix Media to refer the searches performed while using Gix Media’s products to the Search Engines. Gix Media provides user traffic referral services to Search Engines through the referral of traffic of browsers who engage content generated by Gix Media, or the “Seach to Search” model. These ads are displayed on the Search Engines’ result pages (SERP) that are purchased by the Company from other Search Engines (such as Yahoo! Bing / Microsoft Ads and Google). When such user clicks on these search ads, Gix Media refers the user to a paid offering from a Search Engine which contains ads that are related to the initial ad made by Gix media (the Company buys ad space from Search Engines and sell them to other search ads while profiting from the price difference). Content Platform Cortex’s Content Platform produces engaging content and marketing material in various languages to various target audiences, in order to generate revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms (“Third Party Platforms”). In order to advertise its content on Third Party Platforms, Cortex purchases ad spaces (media) on the Third Party Platforms. Cortex developed capabilities that enable it and its customers to profit from the original content which it publishes by advertising the content on Third Party Platforms. Cortex’s previously focused its Content Platform on publishing content written by creative writers and editors which it employs, which is then displayed on several different content websites owned by Cortex, covering various subjects including culture, history, trips, pets, entertainment and leisure, food, etc. (the “Cortex Websites”). Readers are exposed to the articles on the Third-Party Platforms and may choose to read them by clicking an ad, after which readers are directed automatically to the Cortex Websites where the content is posted. In response to the MFA changes and in order to minimize the Cortex Adverse Effect (as defined below), Cortex expanded its revenue strategy through the development of a new business model, which directs searches through content to Google’s search platform called “related search for content” (“RSOC”), which is the current primary focus of its Content Platform. The process of directing the search to Google is enabled by Cortex’s algorithm and begins with the purchase of targeted advertisements (media) on Third Party Platforms (such as Facebook, Outbrain, Taboola) with the aim of engaging users in specific categories (such as health, insurance, cars, etc.). After users click on the advertisements, they are directed to the additional content on the Cortex Websites related to those advertisements, which include selected search terms. Clicking on these terms leads to Google’s search results page. Google, in turn, displays ads from its clients, who are various advertisers. For searches directed by Cortex to Google, a payment is made by Google, which constitutes part of the amount Google receives from the advertisers. Cortex’s capabilities in digital content creation and campaign management enable the direct cooperation with Google on the RSOC platform. - 43 - Recent Developments July 2025 Private Placement On July 11, 2025, the Company entered into a securities purchase agreement (the “July 2025 Purchase Agreement”) with certain accredited investors pursuant to which the Company issued and sold in a private placement, (the “July 2025 Private Placement”) an aggregate of 848,763 shares of common stock, pre-funded warrants to purchase up to 77,160 shares of common stock and common warrants to purchase up to an aggregate of 925,923 shares of common stock, at an offering price of $4.86 per share of common stock and associated common warrant and an offering price of $4.8599 per pre-funded warrant and associated common warrant. The pre-funded warrants were immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. The common warrants were immediately exercisable upon issuance at an exercise price of $4.74 per share, subject to adjustment as set forth therein, and will expire five and a half years from the issuance date. The common warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of shares of common stock underlying the common warrants. In connection with the July 2025 Purchase Agreement, we entered into a registration rights agreement (the “July 2025 Registration Rights Agreement”) with each investor. Pursuant to the July 2025 Registration Rights Agreement, the Company was required to file a resale registration statement with the SEC (the “July 2025 PIPE Registration Statement”) to register for resale the shares of common stock issued in the July 2025 Private Placement and the shares of common stock issuable upon exercise of the pre-funded warrants and common warrants issued in the July 2025 Private Placement within fourteen (14) trading days of the signing date of the July 2025 Purchase Agreement (the “July 2025 PIPE Signing Date”) and to have such July 2025 PIPE Registration Statement declared effective within sixty (60) calendar days after the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is reviewed by the SEC. The Company filed the July 2025 PIPE Registration Statement on July 23, 2025, which was declared effective by the SEC on July, 31, 2025. In connection with the July 2025 Private Placement, the Company also entered into a letter agreement (the “July 2025 Placement Agent Agreement”) with Aegis Capital Corp., as placement agent (the “Placement Agent”) dated July 11, 2025, pursuant to which the Placement Agent agreed to serve as the placement agent for in connection with the July 2025 Private Placement. The Company paid the Placement Agent a cash placement fee equal to 7.0% of the gross proceeds received in the July 2025 Private Placement and $50,000 for reasonable legal fees and disbursements for the Placement Agent’s counsel. In addition, pursuant to the July 2025 Placement Agent Agreement, the Company agreed to abide by certain customary standstill restrictions for a period of thirty (30) days following the later of the closing of the July 2025 Private Placement and the date that the July 2025 PIPE Registration Statement is declared effective by the SEC. Aggregate gross proceeds to the Company in respect of the July 2025 Private Placement were approximately $4.5 million, before deducting fees payable to the Placement Agent and other offering expenses payable by us. If the warrants are exercised in cash in full this would result in an additional $4.4 million of gross proceeds. Nasdaq Uplisting On June 4, 2025, the Company issued a press release announcing that its shares of common stock, par value $0.0001 per share were approved for listing on The Nasdaq Capital Market. The Company’s shares of common stock began trading under the symbol “VBIX” on the Nasdaq Capital Market on June 5, 2025. The Company’s shares of common stock were previously quoted on the OTC Markets, Pink Tier under the symbol “VBIX”, and ceased to be quoted on the OTC Markets, Pink Tier at the close of business on June 4, 2025. - 44 - Filing of Insolvency Petition Against Gix Media On March 27, 2025, a petition (the “Petition”) was filed with the District Court of Tel Aviv-Jaffa (the “Court”) for a court order to commence insolvency proceedings under the Insolvency and Economic Rehabilitation Law, 5778 – 2018 against Gix Media. The Petition was filed by a primary service provider (the “Service Provider”) of Gix Media claiming that Gix Media owes it approximately $260,000 (excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider. On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Provider and other creditors of Gix Media that joined the Petition (collectively, the “Service Providers”) with respect to the debts owed by Gix Media to the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix Media to the Service Providers. On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $1.13 million to the Service Providers as payment in full of the debts owed to the Service Providers. As a result of such payment in full by Gix Media to the Service Providers, the Petition was dismissed. Financing Agreement Effective as of January 29, 2025, Gix Media and Leumi entered into a fifth addendum, to a certain financing agreement with Leumi for the provision of a line of credit in the total amount of up to $3.5 million and a long-term loan totaling $6 million, which Gix Media used to finance the acquisition of Cortex Acquisition on October 13, 2021 (the “Financing Agreement”), which was effective as of January 29, 2025, pursuant to which, inter alia: (i) the existing credit facility to Gix Media was extended to March 31, 2025; (ii) the repayment schedule of all outstanding obligations under the long term bank loans of Gix Media under the Financing Agreement, was deferred until the actual deposit by the Company in Gix Media’s account of an investment account equal to the amounts of the deferred long term bank loans owned by Gix Media (the “Investment Amount”), which in any event shall be no later than March 31, 2025 (the “Deposit Date”); (iii) upon such deposit date, all deferred payments shall be immediately repaid using the deposited amounts and any remaining amounts from any other sources; (iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each long term bank loan. On March 30, 2025, Gix Media and Leumi entered into a sixth additional addendum to the Financing Agreement, which extended the Deposit Date until May 20, 2025. On July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement (the “July 2025 Repayment and Financing Agreement”), which further extended the Deposit Date until October 1, 2025. In connection with the July 2025 Repayment Financing Agreement, Gix Media agreed to repay $2.4 million to Leumi by October 1, 2025. In addition, in connection with the July 2025 Repayment Financing Agreement, as of October 1, 2025, Bank Leumi shall grant to Gix Media a loan in an amount equal to Gix Media’s then-current outstanding principal portion of the loan plus interest, fees and expenses. The loan shall accrue interest at Bank Leumi’s applicable rate as of October 1, 2025, shall be repaid on a monthly basis and shall have a term of 24 months. During July 2025, Gix Media repaid a total of $2.4 million to Bank Leumi in accordance with the July 2025 Repayment and Financing Agreement. Securities Exchange Agreement On March 24, 2025, the Company entered into a securities exchange agreement (the “Metagramm Agreement”) with Metagramm Software Ltd., an Israeli company (“Metagramm”), and all of the shareholders of Metagramm (the “Metagramm Shareholders”), pursuant to which the Company issued to the Metagramm Shareholders an aggregate of 19.99% of its issued and outstanding capital stock on a post-closing, pro rata basis, equal to 1,323,000 shares of the Company’s common stock, in exchange for 100% of Metagramm’s issued and outstanding share capital, equal to 718,520 ordinary shares of Metagramm (the “Metagramm Acquisition”). The Metagramm Acquisition was completed on March 24, 2025, resulting in Metagramm becoming a wholly-owned subsidiary of the Company. The Company also agreed to pay the Metagramm Shareholders cash earn-out payments of up to $2.0 million in the aggregate on a pro rata basis, contingent upon the achievement of certain financing and revenue milestones during the three-year period following the closing date of the Metagramm Acquisition. - 45 - Metagramm specializes in developing advanced writing assistance tools that leverage artificial intelligence, machine learning and natural language processing technologies. Metagramm’s main product, “Bubbl” is a writing tool designed to provide personalized and customized text tailored to the user’s unique expression and can translate various languages into English. Metagramm licenses its products on a subscription basis to businesses and individual customers. Amendment to Certificate of Incorporation On July 15, 2024, the Company filed an Amendment to its Certificate of Incorporation (the “Amendment”) to effect a 1-for-4 Reverse Stock Split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Amendment became effective upon filing, and the Reverse Stock Split became effective at market open on March 14, 2025, following the process and announcement by FINRA. As a result, the Reverse Stock Split, every four (4) outstanding shares of the Company’s Common Stock were converted into one (1) share of the Company’s Common Stock. The Reverse Stock Split did not change the par value of the Common Stock or the number of authorized shares of Common Stock, which is 490,000,000 shares of Common Stock. Consequently, the number of shares of the Company’s Common Stock that may be purchased upon the exercise of outstanding warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion prices for these securities, have been ratably adjusted in accordance with their terms. All descriptions of our capital stock, including share amounts and per share amounts in this Quarterly Report, are presented after giving effect to the Reverse Stock Split. Cortex Adverse Effect In April 2024, the Company was informed by Cortex, that certain recent developments relating to publishers that are categorized by a number of programmatic advertisers as “Made for Advertising” (“MFA”) sites, including decisions made by leading media programmatic advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA, have materially affected Cortex’s business and operations. In connection with the foregoing, a significant customer of Cortex notified Cortex that in light of the foregoing changes relating to MFA that customer decided to stop advertising on Cortex’s Websites, which decision significantly and negatively impacted Cortex’s future revenue streams (the “Cortex Adverse Effect”). Upon receipt of this update, the Company’s board of directors convened a meeting to discuss the implications on the Company as well as potential measures to assist Cortex in mitigating any future economic harm to Cortex and the Company, including (inter alia), assisting with reducing operating expenses, helping identify new revenues sources for Cortex, participating in any negotiations with Cortex’s and Gix Media’s bank regarding the terms of its outstanding loans and business plans in an effort to provide additional liquidity and ensure continued compliance with Cortex’s and Gix Media’s obligations towards the bank, and assisting with fundraising prospects in debt or equity capital in order to help enable Cortex’s and Gix Media’s continued business and operations. Corporate Information We were incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”). On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc. Our principal executive offices are located at: 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel and our telephone number is +972-9-774-1505. Our website address is www.view-bix.com . The information contained on, or that can be accessed through, our websites is not incorporated by reference into this prospectus and is intended for informational purposes only. - 46 - Results of Operations Results of Operations During the Three Months Ended June 30, 2025 as Compared to the Three Months Ended June 30, 2024 Our revenues were $2,281 thousand for the three months ended June 30, 2025, compared to $7,333 thousand during the same period in the prior year. Our revenues from Cortex’s Content Platform were $1,911 thousand for the three months ended June 30, 2025, a decrease of $4,307 as compared to $6,218 thousand during the same period in the prior year. The reasons for the decrease during the three months ended June 30, 2025 are due to the Cortex Adverse Effect. Our revenues from Gix Media’s Search Platform were $354 thousand for the three months ended June 30, 2025, a decrease of $761 as compared to $1,115 thousand during the same period in the prior year. The reasons for the decrease during the three months ended June 30, 2025, is due to: (1) decrease in the amount of search referrals conducted by users, provided by Gix Media to Search Engines, caused primarily by changes and updates to internet browsers’ technology, which have caused a decrease in revenues from the direct model, and (2) a decrease in the number of searches received from Gix Media’s third-party strategic partners in the indirect model mainly as a result of decrease in the credit lines received from third-party strategic partners. Our traffic-acquisition and related costs were $1,880 thousand for the three months ended June 30, 2025, a decrease of $3,974 compared to $5,854 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2025, is due to the decrease in revenues from both the Content and Search Platforms during the three months ended June 30, 2025 as mentioned above. Our research and development expenses were $125 thousand for the three months ended June 30, 2025, as compared to $532 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2025, is due to the expense reduction in both the Content and Search Platforms during the three months ended June 30, 2025, as compared to the same period in the prior year. Our selling and marketing expenses decreased to $190 thousand for the three months ended June 30, 2025, as compared to $453 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2025, is due to the expense reduction primarily in salaries in both the Content and Search Platforms during the three months ended June 30, 2025, as compared to the same period in the prior year. Our general and administrative expenses were $576 thousand for the three months ended June 30, 2025, as compared to $646 thousand during the same period in the prior year. The reason for the decrease in the three months ended June 30, 2025, is due to the expense reduction primarily in salaries and professional services in both the Content and Search Platforms during the three months ended June 30, 2025, as compared to the same period in the prior year. Our depreciation and amortization expenses for the three months ended June 30, 2025, were $781 thousand as compared to $821 thousand during the same period in the prior year. A goodwill impairment loss of $3,150 thousand was recorded during the three months ended June 30, 2025, compared to $4,739 during the three months ended June 30, 2024. Both goodwill impairment losses recognized during the three months ended June 30, 2025 and June 30,2024, were related to the Content Platform (see also note 5.B to our interim condensed consolidated financial statements ended June 30, 2025). Our other expenses for the three months ended June 30, 2025, were $500 thousand, compared to $233 thousand other income during the three months ended June 30, 2024. The other expenses during the three months ended June 30, 2025, were primarily related to the uplisting of our shares of common stock to the Nasdaq Capital Market, which was effected in June 2025 (the “Uplist”), whereas the other income during the three mounts ended June 30, 2024, mainly attributable to governmental grants received by Gix Media and Cortex from the Israel Tax Authority in connection with the “Iron Swords” war. Our net financial expenses were $7,622 thousand for the three months ended June 30, 2025, compared to $2,744 thousand net financial expenses during the same period in the prior year. The reason for the increase during the three months ended June 30, 2025, is mainly attributable to financing expenses related to financial instruments arising from facility agreements entered into during June and July 2024, which are measured at fair value (see also note 8 to our interim condensed consolidated financial statements ended June 30, 2025). Our income tax benefit was $125 thousand for the three months ended June 30, 2025, as compared to $24 thousand during the same period in the prior year. - 47 - Results of Operations During the Six Months Ended June 30, 2025 as Compared to the Six Months Ended June 30, 2024 Our revenues were $5,014 thousand for the six months ended June 30, 2025, compared to $17,335 thousand during the same period in the prior year. Our revenues from Cortex’s Content Platform were $4,115 thousand for the six months ended June 30, 2025, a decrease of $9,633 as compared to $13,748 thousand during the same period in the prior year. The reasons for the decrease during the three months ended June 30, 2025 are due to the Cortex Adverse Effect. Our revenues from Gix Media’s Search Platform were $883 thousand for the six months ended June 30, 2025, a decrease of $2,704 thousand as compared to $3,587 thousand during the same period in the prior year. The reasons for the decrease during the Six months ended June 30, 2025, is due to: (1) decrease in the amount of search referrals conducted by users, provided by Gix Media to Search Engines, caused primarily by changes and updates to internet browsers’ technology, which have caused a decrease in revenues from the direct model, and (2) a decrease in the number of searches received from Gix Media’s third-party strategic partners in the indirect model mainly as a result of decrease in the credit lines received from third-party strategic partners. Our traffic-acquisition and related costs were $4,203 thousand for the six months ended June 30, 2025, a decrease of $9,866 compared to $14,069 thousand during the same period in the prior year. The reason for the decrease in the six months ended June 30, 2025, is due to the decrease in revenues from both the Content and Search Platforms during the six months ended June 30, 2025, as mentioned above. Our research and development expenses were $272 thousand for the six months ended June 30, 2025, compared to $1,262 thousand during the same period in the prior year. The reason for the decrease in the six months ended June 30, 2025, is due to the expense reduction in both the Content and Search Platforms, primarily in salaries and technological services. Our selling and marketing expenses were $406 thousand for the six months ended June 30, 2025, which is a decrease of $705 thousand as compared to $1,111 thousand during the same period in the prior year. The reason for the decrease in the six months ended June 30, 2025, is due to the expense reduction primarily in salaries both the Content and Search Platforms during the six months ended June 30, 2025, as compared to the same period in the prior year. Our general and administrative expenses were $829 thousand for the six months ended June 30, 2025, as compared to $1,302 thousand during the same period in the prior year. The reason for the decrease in the six months ended June 30, 2025, is due to the expense reduction primarily in salaries and professional services in both the Content and Search Platforms during the six months ended June 30, 2025, as compared to the same period in the prior year. Our depreciation and amortization expenses for the six months ended June 30, 2025, were $1,500 thousand as compared to $1,555 thousand during the same period in the prior year. A goodwill impairment loss of $3,150 thousand was recorded during the six months ended June 30, 2025, compared to $4,739 during the six months ended June 30, 2024. Both goodwill impairment losses recognized during the six months ended June 30, 2025, and June 30, 2024 were related to the Content Platform (see also note 5.B to our interim condensed consolidated financial statements ended June 30, 2025). Our other expenses were $544 thousand for the six months ended June 30, 2025, compared to $213 thousand other income during the six months ended June 30, 2024. The other expenses during the six months ended June 30, 2025, were primarily related to the Uplist, whereas the other income during the six months ended June 30, 2024, mainly attributable to governmental grants received by Gix Media and Cortex from the Israel Tax Authority in connection with the “Iron Swords” war. - 48 - Our net financial expenses were $10,525 thousand for the six months ended June 30, 2025, compared to $2,907 thousand during the same period in the prior year. The reason for the increase during the six months ended June 30, 2025 is mainly attributable to financing expenses related to financial instruments arising from facility agreements entered into during June and July 2024, which are measured at fair value (see also note 8 to our interim condensed consolidated financial statements ended June 30, 2025). Our income tax benefit was $153 thousand for the six months ended June 30, 2025, as compared to $23 thousand during the same period in the prior year. Liquidity and Capital Resources As of June 30, 2025, we had current assets of $4,143 thousand, consisting of $1,988 thousand in cash and cash equivalents, $173 thousand restricted deposits, $1,049 thousand in accounts receivable and $933 thousand in other current assets. As of June 30, 2025, we had non-current assets of $15,957 thousand, consisting of $38 thousand in deferred taxes, $108 thousand in property and equipment net, $9,257 thousand in intangible assets net and $6,554 thousand in goodwill. As of June 30, 2025, 2025, we had $12,657 thousand in current liabilities consisting of $5,531 thousand in accounts payable, $874 thousand in other payables and $5,385 thousand in short term loans and current maturities of long-term loans, and $867 thousand in short-term convertible loans. As of June 30, 2025, we had $2,117 thousand in non-current liabilities consisting of $1,107 thousand in deferred taxes and $1,010 thousand in earn-out liability which arose from the Metagramm Acquisition. As of December 31, 2024, we had current assets of $7,752 thousand consisting of $624 thousand in cash and cash equivalents, $58 thousand in restricted deposits, $1,832 thousand in accounts receivable, $1,257 thousand in other current assets and $3,981 thousand in the loan to our Parent Company. As of December 31, 2024, we had non-current assets of $14,214 thousand consisting of $56 thousand in deferred taxes, $27 thousand in property and equipment net, $9,552 thousand in intangible assets net and $4,579 thousand in goodwill. As of December 31, 2024, we had $12,929 thousand in current liabilities consisting of $5,935 thousand in accounts payable, $812 thousand in other payables, $5,374 thousand in short term loans and current maturities of a long-term loans, $29 thousand in embedded derivatives and $779 thousand in short-term convertible loans. As of December 31, 2024, we had $1,530 thousand in non-current liabilities consisting of $496 thousand long-term loans and $1,034 thousand in deferred taxes. We had a negative working capital of $8,514 thousand and $5,177 thousand as of June 30, 2025, and December 31, 2024, respectively. During the three months ended June 30, 2025, we had a negative cash flow from operating activities of $427 thousand as compared to a positive cash flow from operations of $1,349 thousand during the same period in the prior year. The decrease in the three months ended June 30, 2025 is mainly due to an increase in the Company’s operating loss and decrease in changes in operating asset and liability items. During the six months ended June 30, 2025, we had a negative cash flow from operating activities of $836 thousand as compared to a positive cash flow from operations of $1,456 thousand during the same period in the prior year. The decrease in the six months ended June 30, 2025 is mainly due to an increase in the Company’s operating loss and decrease in changes in operating asset and liability items. During the three months ended June 30, 2025 and June 30, 2024, we had $0 in cash flow from investment activities in each of the periods. - 49 - During the six months ended June 30, 2025, we had a positive cash flow from investment activities of $12 thousand which arose from Metagramm Acquisition, as compared to $0 during the same period in the prior year. During the three months ended June 30, 2025, we had $2,348 thousand positive cash flow from financing activities as compared to $2,068 thousand negative cash flow from financing activities during the same period in the prior year. The increase in the three months ended June 30, 2025, was primarily attributable to proceeds of $1,820 thousand from the exercise of warrants in connection with facility agreements and a private placement, $630 thousand from short-term convertible loans received under facility agreements and lower net repayments of bank loans, which totaled $92 thousand compared to $2,638 thousand in the same period of the prior year. During the six months ended June 30, 2025, we had $2,303 thousand positive cash flow from financing activities as compared to $2,728 thousand negative cash flow from financing activities during the same period in the prior year. The increase in the six months ended June 30, 2025, was primarily attributable to proceeds of $1,820 thousand from the exercise of warrants in connection with facility agreements and a private placement, $630 thousand from short-term convertible loans received under facility agreements, lower net repayments of bank loans, which totaled $143 thousand compared to $3,281 thousand in the same period of the prior year. There are no limitations in the Company’s Amended and Restated Certificate of Incorporation on the Company’s ability to borrow funds or raise funds through the issuance of shares of its common stock to affect a business combination. Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, including: (1) a floating lien on Gix Media’s assets; (2) a lien on Gix Media’s bank account in Leumi; (3) a lien on Gix Media’s rights under the Cortex Transaction; (4) a fixed lien on Gix Media’s intellectual property; and (5) a lien on all of Gix Media’s holdings in Cortex. As of June 30, 2025, the Company has also provided several liens under Financing Agreement with Leumi in connection with the Cortex Acquisition, as follows: (1) a guarantee to Leumi of all of Gix Media’s obligations and undertakings to Leumi, unlimited in amount; (2) a subordination letter on behalf of the Company to Leumi; (3) a first ranking asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Company’s bank accounts. According to the Financing Agreement, Gix Media undertook to meet financial covenants over the life of the loans, including positive EBITDA. As of June 30, 2025, Gix Media is in compliance with the financial covenants in connection with the Financing Agreement. Going Concern The Company experienced a decrease in its revenues from the Content and Search Platforms, as a result of the Cortex Adverse effect, a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers’ technology, which adversely impacted the Company’s ability to acquire traffic in the search segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the search segment, as a result of lack of availability of suppliers credit from such third party strategic partners. As a result of the foregoing, the Company’s operations were adversely affected. The decline in revenues and other circumstances described above raise substantial doubts about the Company’s ability to continue as a going concern during the 12-month period following the issuance date of this Quarterly Report. Management’s response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research and development, selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well as creation of new partnerships and other new income sources. In addition, the company entered into the facility agreements and a private placement, through which it has raised capital. Additionally, following the consummation of the Uplist, the Company received additional funds from the exercise of warrants and the receipt of additional loans in connection with a private placement and facility agreements. Furthermore, on July 14, 2025, the Company closed a private placement transaction with certain accredited investors, pursuant to which the Company received gross proceeds of $4.5 million. However, there is significant uncertainty as to whether the Company will be able to secure additional funds when needed. - 50 - ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required for smaller reporting companies.