UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A10-Q

Amendment No. 1

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended SeptemberJune 30, 20222023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________________ to __________________

 

Commission file number: 000-15746

 

VIEWBIX INC.

(Exact Name Of Registrant As Specified In Its Charter)

 

Delaware 68-0080601
(State of (I.R.S. Employer
Incorporation) Identification Number)

 

11 Derech Menachem Begin Street, Ramat Gan, Israel 5268104
(Address of Principal Executive Officers)Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: +972 9-774-1505

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company.

 

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
  Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

On November 20, 2022,August 14, 2023, the Registrant had 14,783,96414,920,585 shares of common stock issued and outstanding.

 

 

 

 
 

 

EXPLANATORY NOTE

Throughout this report, references to the “Registrant”, “Company,” “Viewbix,” “we,” “us,” and “our” refers to Viewbix Inc., unless the context requires otherwise.

This Amendment No. 1 on Form 10-Q is filed to amend the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 (“the Form 10-Q/A”), which was filed with Securities and Exchange Commission (the “SEC”) on November 21, 2022 (the “Original Form 10-Q”),  for the purpose of correcting the disclosure regarding the changes in internal control over financial reporting and management’s plan to remediate the material weaknesses that were identified in the evaluation of the disclosure controls and procedures, in the last two paragraphs of “Item 4. Controls and Procedures” of the Original Form 10-Q. In addition this Form 10-Q/A is to correct certain technical and typographical errors, consisting primarily of corrections of the numbering of cross references in the Interim Financial Statements and accompanying Notes to Interim Financial Statements.

The following items included in the Original Form 10-Q are amended by this Form 10-Q/A:

Part I, Item 1. Financial Statements

Part I, Item 2. Management’s Discussion and Analysis and Results of Operations

Part I, Item 4. Controls and Procedures

In addition, the Registrant’s Principal Executive and Principal Financial Officer has provided new certifications dated as of the date of this filing in connection with this Form 10-Q/A (Exhibits 31.1 and 32.1).

Except as described above, this Form 10-Q/A does not modify or update the disclosures presented in, or exhibits to, the Original Form 10-Q in any way. Those sections of the Original Form 10-Q that are unaffected by this Form 10-Q/A have been included herein as required by the SEC. This Form 10-Q/A continues to speak as of the date of the Original Form 10-Q. Furthermore, the Form 10-Q/A does not reflect events occurring after the filing of the Original Form 10-Q. Accordingly, this Form 10-Q/A should be read in conjunction with the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, amended.

VIEWBIX INC.

 

TABLE OF CONTENTS

 

Item Description Page
     
  PART I - FINANCIAL INFORMATION  
     
ITEM 1. FINANCIAL STATEMENTS 3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS 3922
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 4528
ITEM 4. CONTROLS AND PROCEDURES 4528
     
  PART II - OTHER INFORMATION  
     
ITEM 1. LEGAL PROCEEDINGS 4629
ITEM 1A. RISK FACTORS 4629
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 4629
ITEM 3. DEFAULT UPON SENIOR SECURITIES 4629
ITEM 4. MINE SAFETY DISCLOSURE 4629
ITEM 5. OTHER INFORMATION 4629
ITEM 6. EXHIBITS 4629
  SIGNATURES 4730

 

-2-

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

VIEWBIX INCINC.

 

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

SeptemberJune 30, 20222023

 

CONTENTS

 

 

Page

  
Interim Condensed Consolidated Balance Sheets (unaudited)4 - 54-5
  
Interim Condensed Consolidated Statements of Operations (unaudited)6
  
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)77-8
  
Interim Condensed Consolidated Statements of Cash Flows (unaudited)8 - 99-10
  
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)10 - 3811-21

 

-3-

VIEWBIX INC

VIEWBIX INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

U.S. dollars in thousands (except share data)

 

 Note  2023  2022 
   

As of
September 30

  As of
December 31
    

As of

June 30

 

As of

December 31

 
 Note  2022  2021  Note  2023  2022 
              
ASSETS                       
                       
CURRENT ASSETS                       
                       
Cash and cash equivalents      3,609   5,208       3,304   4,196 
Restricted deposits      223   234      182   185 
Accounts receivable  

 

   16,398   16,415       18,415   20,945 
Loan to parent company  

15

   7,096   6,384   3   3,689   3,542 
Other receivables  3   814   1,004 
Other current assets     693   973 
                       
Total current assets      28,140   29,245      26,283   29,841 
                       
NON-CURRENT ASSETS                       
           
Severance pay funds      73   83      -   52 
Deferred taxes  11   62   133      211   340 
Property and equipment, net  

4

   

317

   

334

      272   302 
Operating lease right-of-use assets  5   505   569 
Operating lease right-of-use asset  4   442   486 
Intangible assets, net  6   15,762   8,414   5   13,885   15,313 
Goodwill  6   

17,615

   12,483   5   17,361   17,361 
                       
Total non-current assets      

34,334

   22,016      32,171   33,854 
                       
Total assets      

62,474

   51,261      58,454   63,695 

The accompanying notes are an integral part of these condensed consolidatedInterim Condensed Consolidated financial statements.

-4-

 

VIEWBIX INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.)

U.S. dollars in thousands (except share data)

 

     

As of
September 30

  As of
December 31
 
  Note  2022  2021 
          
LIABILITIES AND SHAREHOLDERS’ EQUITY            
             
CURRENT LIABILITIES            
Current maturities of long-term loan  10   1,500   1,500 
Loan from parent company  15   2,527   2,116 
Accounts payable  

8

   

16,144

   

16,676

 
Other payables  9   1,862   1,386 
Short-term loans  10   5,000   5,000 
Operating lease liabilities - short term  6   93   91 
             
Total current liabilities      27,126   26,769 
             
NON-CURRENT LIABILITIES            
             
Accrued severance pay      176   188 
Long-term loan  10   3,225   4,270 
Operating lease liabilities - long term  6   433   491 
Deferred taxes  11   1,853   1,026 
             
Total non-current liabilities      

5,687

   5,975 
             
SHAREHOLDERS’ EQUITY  13         
             
Share Capital            
Common stock of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 14,783,964 shares as of September 30, 2022 and December 31, 2021, respectively (*)      3   3 
Additional paid-in capital      27,564   16,074 
Accumulated deficit      

(4,043

)  (2,366)
Equity attributed to the company’s shareholders      

23,524

   13,711 
Non-controlling interests      

6,137

   4,806 
Total equity      

29,661

   18,517 
             
Total liabilities and shareholders’ equity      

62,474

   51,261 

(*)Retroactively adjusted to reflect the reverse stock split effected on August 31, 2022 (see note 1.d) for all periods presented and to reflect the equivalent number of shares corresponding to the combined financial information of the Company and Gix Media Ltd. for all periods preceding the Reorganization Transaction (see note 1.c)
     

As of

June 30

  

As of

December 31

 
  Note  2023  2022 
          
LIABILITIES AND SHAREHOLDERS’ EQUITY            
             
CURRENT LIABILITIES            
             
Accounts payable      17,345   19,782 
Short-term loans  6   6,000   5,069 
Current maturities of long-term loans  6   1,879   1,500 
Other payables      1,285   2,084 
Operating lease liabilities - short term  4   83   87 
             
Total current liabilities      26,592   28,522 
             
NON-CURRENT LIABILITIES            
             
Accrued severance pay      -   152 
Long-term loans, net of current maturities  6   3,128   2,881 
Operating lease liabilities - long term  4   334   388 
Deferred taxes      1,632   1,853 
             
Total non-current liabilities      5,094   5,274 
             
Commitments and Contingencies  7   -   - 
             
SHAREHOLDERS’ EQUITY  8         
             
Common stock of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 14,895,075 and 14,783,964 shares as of June 30, 2023 and December 31, 2022, respectively.      3   3 
Additional paid-in capital      25,417   25,350 
Accumulated deficit      (3,859)  (3,338)
Equity attributed to shareholders of Viewbix Inc.      21,561   22,015 
Non-controlling interests      5,207   7,884 
Total equity      26,768   29,899 
             
Total liabilities and shareholders’ equity      58,454   63,695 

The accompanying notes are an integral part of these condensed consolidatedInterim Condensed Consolidated financial statements.

-5-

VIEWBIX INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

U.S. dollars in thousands (except share data) 

     2023  2022  2023  2022 
  Note  For the six months
ended June 30,
  For the three months
ended June 30,
 
     2023  2022  2023  2022 
                
Revenues      48,016   43,337   27,154   22,902 
                     
Costs and Expenses:                    
Traffic-acquisition and related costs      42,031   37,265   24,050   19,650 
Research and development      1,513   1,641   717   793 
Selling and marketing      1,438   1,225   715   605 
General and administrative      1,392   876   688   329 
Depreciation and amortization      1,468   1,315   734   729 
Other expenses      -   35   -   35 
                     
Operating income      174   980   250   761 
                     
Financial expense, net      431   1,073   246   736 
                     
Income (loss) before income taxes      (257)  (93)  4   25
                     
Income tax expense (benefit)      171   8   87   (23)
                     
Net income (loss)      (428)  (101)  (83)  48
                     
Less: net income attributable to non-controlling interests      93   430   41   311 
Net loss attributable to shareholders of Viewbix Inc.      (521)  (531)  (124)  (263)
                     
Net income per share – Basic attributed to shareholders:      (0.04)  (0.04)  (0.01)  (0.02)
                     
Net income per share – Diluted attributed to shareholders:      (0.04)  (0.04)  (0.01)  (0.02)
                     
Weighted average number of shares – Basic:      14,810,974   14,783,964(*)  14,837,688   14,783,964(*)
                     
Weighted average number of shares – Diluted:      15,071,640   15,044,630(*)  15,098,354   15,044,630(*)

(*)Share and per share data in these financial statements have been retrospectively adjusted to reflect a number of shares that is equivalent to the number of shares of the Company post the Reorganization Transaction (see note 1.B).

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

-6-

VIEWBIX INC.

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

U.S. dollars in thousands (except share data)

 

  Note  2022  2021  2022  2021 
     

For the nine months

ended September 30

  

For the three months

ended September 30

 
  Note  2022  2021  2022  2021 
Revenues      

66,115

   

23,874

   

22,778

   

8,079

 
                     
Costs and Expenses:                    
Traffic-acquisition and related costs      56,400   19,582   19,464   6,738 
Research and development  14A  2,957   1,530   987   471 
Selling and marketing  14B  1,853   584   628   215 
General and administrative  14C  1,326   907   450   313 
Depreciation and amortization  4,6   2,051   1,289   736   427 
Other expenses      121   26   86   26 
                     
Operating income (loss)      1,407   (44)  427   (111)
                     
Financial income (expenses), net  14D  (1,374)  91   (301)  121 
                     
Income before income taxes      33   47   126   10 
                     
Taxes on income  11   (63)  41   (55)  81 
                     
Net income (loss)      (30)  88   71   91 
                     
Net income (loss) for the period is attributable to:                    
Shareholders      (677)  88   (147)  91 
Non-controlling interests      

647

   -   218   - 
Net income (loss)      (30)  88   71   91 
                     
Net income (loss) per Share – Basic and Diluted attributed to shareholders:      (0.05)  0.01   (0.01)  0.01 
                     
Weighted average number of shares (*) – Basic:      14,783,964   14,783,964   14,783,964   14,783,964 
                     
Weighted average number of shares (*) – Diluted:      14,783,964   15,044,630   14,783,964   15,044,630 
  Number  Amount  capital  Deficit  Shareholders  Interests  Equity 
  Common stock  

Additional

paid-in

  Accumulated  

Total

Attributed

to the company’s

  

Non-

Controlling

  Total 
  Number  Amount  capital  Deficit  Shareholders  Interests  Equity 
                      
Balance as of January 1, 2023  14,783,964   3   25,350   (3,338)  22,015   7,884   29,899 
Net income (loss)  -   -   -   (521)  (521)  93   (428)
Share-based compensation (see note 8.A)  111,111   -   67   -   67   8   75 
Transaction with the non-controlling interests (see note 1.C)  -   -   -   -   -   (2,625)  (2,625)
Dividend declared to non-controlling interests  -   -   -   -   -   (153)  (153)
                             
Balance as of June 30, 2023  14,895,075   3   25,417   (3,859)  21,561   5,207   26,768 

  Common stock  

Additional

paid-in

  Accumulated  

Total

Attributed

to the company’s

  

Non-

Controlling

  Total 
  Number  Amount  capital  Deficit  Shareholders  Interests  Equity 
                      
Balance as of April 1, 2023  14,783,964   3   25,374   (3,735)  21,642   5,317   26,959 
Net income (loss)  -   -   -   (124)  (124)  41   (83)
Share-based compensation (see note 8.A)  111,111   -   43   -   43   2   45 
Dividend declared to non-controlling interests  -   -   -   -   -   (153)  (153)
                             
Balance as of June 30, 2023  14,895,075   3   25,417   (3,859)  21,561   5,207   26,768 

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

 

-7-

VIEWBIX INC.

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

U.S. dollars in thousands (except share data)

  Common stock (*)  

Additional

paid-in

  Accumulated  

Total

Attributed

to the company’s

  

Non-

Controlling

  Total 
  Number  Amount  capital  Deficit  Shareholders  Interests  Equity 
Balance as of January 1, 2022  14,783,964   3   16,074   (2,366)  13,711   4,806   18,517 
                             
Net income (loss)  -   -   -   (531)  (531)  430   (101)
Share-based compensation          5       5   3   8 
Adjustment to ultimate parent’s carrying values (see note 1.B)  -   -   9,227   -   9,227   4,101   13,328 
Dividend declared to non-controlling interests  -   -   -   -   -   (742)  (742)
                             
Balance as of June 30, 2022  14,783,964   3   25,306   (2,897)  22,412   8,598   31,010 

  Common stock (*)  

Additional

paid-in

  Accumulated  

Total

Attributed

to the company’s

  

Non-

Controlling

  Total 
  Number  Amount  capital  Deficit  Shareholders  Interests  Equity 
                      
Balance as of April 1, 2022  14,783,964   3   25,302   (2,634)  22,671   8,676   31,347 
Balance  14,783,964   3   25,302   (2,634)  22,671   8,676   31,347 
                             
Net income (loss)  -   -   -   (263)  (263)  311   48 
Share-based compensation  -   -   4   -   4   3   7 
Dividend declared to non-controlling interests  -   -   -   -   -   (392)  (392)
                             
Balance as of June 30, 2022  14,783,964   3   25,306   (2,897)  22,412   8,598   31,010 
Balance  14,783,964   3   25,306   (2,897)  22,412   8,598   31,010 

(*)RetroactivelyShare and per share data in these financial statements have been retrospectively adjusted to reflect the reverse stock split effected on August 31, 2022 (see note 1.d) for all periods presented and to reflect the equivalenta number of shares correspondingthat is equivalent to the combined financial informationnumber of shares of the Company and Gix Media Ltd. for all periods precedingpost the Reorganization Transaction (see note 1.c)1.B).

 

The accompanying notes are an integral part of these condensed consolidatedInterim Condensed Consolidated financial statements.

 

-6--8-

VIEWBIX INC.

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

U.S. dollars in thousands (except share data)

  Number  Amount(*)  capital  Earnings  Shareholders  Interests  Equity 
  Ordinary shares (*)  Additional
paid-in
  Retained  Total
Attributed
to the company’s
  Non-
Controlling
  Total 
  Number  Amount  capital  Earnings  Shareholders  Interests  Equity 
Balance as of January 1, 2022  14,783,964   3   16,074   (2,366)  13,711   4,806   18,517 
Net income (loss)  -   -   -   

(677

)  

(677

)  

647

   

(30

)

Adjustment to ultimate parent’s carrying values (see note 1.c)

          

11,462

       

11,462

   

1,867

   

13,329

 
Share-based compensation  -   -   28   -   28   12   40 
Dividend declared to shareholders  -   -   -   (1,000)  (1,000)  -   (1,000)
Dividend distributed to non-controlling interests  -   -   -   -   -   (1,195)  (1,195)
                             
Balance as of September 30, 2022  14,783,964   3   27,564   (4,043)  23,524   6,137   29,661 

  Ordinary shares (*)  Additional
paid-in
  Retained  Total
Attributed
to the
company’s
  Non-
Controlling
  Total 
  Number  Amount  capital  Earnings  Shareholders  Interests  Equity 
Balance as of July 1, 2022  14,783,964   3   27,541   (2,897)  24,647   6,364   31,011 
Net income (loss)  -   -   -   (146)  (146)  217   71 
Share-based compensation  -   -   23   -   23   9   32 
Dividend declared to shareholders  -   -   -   (1,000)  (1,000)  -   (1,000)
Dividend distributed to non-controlling interests  -   -   -   -   -   (453)  (453)
                             
Balance as of September 30, 2022  14,783,964   3   27,564   (4,043)  23,524   6,137   29,661 

  Ordinary shares (*)  Additional
paid-in
  Retained  Total
Attributed
to the
company’s
  Non-
Controlling
  Total 
  Number  Amount  capital  Earnings  Shareholders  Interests  Equity 
                      
Balance as of January 1, 2021  14,783,964   3   15,933   (2,666)  13,270       -   13,270 
Net income  -   -   -   88   88   -   88 
Share-based compensation  -   -   (38)  -   (38)  -   (38)
                             
Balance as of September 30, 2021  14,783,964   3   15,895   (2,578)  13,320   -   13,320 

  Ordinary shares (*)  Additional
paid-in
  Retained  Total
Attributed
to the
company’s
  Non-
Controlling
  Total 
  Number  Amount  capital  Earnings  Shareholders  Interests  Equity 
                      
Balance as of July 1, 2021    14,783,964   3   15,898   (2,669)  13,232   -   13,232 
Net income  -   -   -   91   91   -   91 
Net income (loss)  -   -   -   91   91   -   91 
Share-based compensation  -   -   (3)  -   (3)  -   (3)
                             
Balance as of September 30, 2021  14,783,964   3   15,895   (2,578)  13,320   -   13,320 

 (*)Retroactively adjusted to reflect the reverse stock split effected on August 31, 2022 (see note 1.d) for all periods presented and to reflect the equivalent number of shares corresponding to the combined financial information of the Company and Gix Media Ltd. for all periods preceding the Reorganization Transaction (see note 1.c)

The accompanying notes are an integral part of these condensed consolidated financial statements.

-7-

VIEWBIX INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

U.S. dollars in thousands (except share data)

 

 2022  2021  2022  2021 
 

For the nine months

ended September 30

 

For the three months

ended September 30

 
 2022  2021  2022  2021  2023  2022  2023  2022 
 Unaudited  Unaudited  For the six months
ended June 30,
  For the three months
ended June 30,
 
          2023  2022  2023  2022 
Cash flows from Operating Activities                                
Net income (loss)  (30)  88   71   91   (428)  (101)  (83)  48 
                                
Adjustments to reconcile net income to net cash provided by (used in) operating activities:                                
Depreciation and amortizations  2,051   1,289   736   427 
Depreciation and amortization  1,468   1,315   734   729 
Share-based compensation  40   (38)  32   (3)  75   8   45   7 
Deferred taxes  (219)  (65)  (96)  (41)  (92)  (123)  (34)  (68)
Accrued interest, net  (50)  (26)  (11)  62   (49)  (39)  (22)  (17)
Fair value revaluation and exchange rate differences on loans  1,033   14   72   5 
Exchange rate differences on loans  -   961   -   777 
                                
Adjustment total  2,855   1,174   733   450 
Changes in assets and liabilities items:                                
Decrease in accounts receivable  17   968   20   447 
Decrease (increase) in accounts receivable  2,530   (3)  (2,856)  (2,086)
Decrease (increase) in other receivables  190   (39)  378   (122)  280   (188)  129   309 
Decrease in operating lease right-of-use assets  64   48   22   21   44   42   22   22 
Increase (decrease) in severance pay, net  (2)  (229)  (1)  3 
Decrease in severance pay, net  (100)  (1)  (97)  (20)
Increase (decrease) in accounts payable  (532)  (57)  535   (248)  (2,437)  (1,067)  3,289   2,952 
Decrease in other payables  (525)  (522)  (228)  (158)  (218)  (297)  (96)  (160)
Decrease in operating lease liabilities  (56)  (39)  (19)  (17)  (58)  (37)  (28)  (19)
Increase in parent company loan  194   172   66   55 
Increase (Decrease) in Operating Capital  (650)  302   773   (19)
Increase in loan from parent company  -   128   -   74 
                                
Net cash provided by operating activities  2,175   1,564   1,577   522   1,015   598   1,003   2,548 

The accompanying notes are an integral part of these condensed consolidatedInterim Condensed Consolidated financial statements.

-8--9-

VIEWBIX INC.

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

U.S. dollars in thousands (except share data)

 

  For the six months
ended June 30,
  For the three months
ended June 30,
 
  2023  2022  2023  2022 
Cash flows from Investing Activities                
Purchase of property and equipment  (10)  (45)  (8)  (6)
Cash paid to non-controlling interests (see note 1.C)  (2,625)  -   -   - 
Capitalization of software development costs  -   (16)  -   - 
                 
Net cash used in investing activities  (2,635)  (61)  (8)  (6)
                 
Cash flows from Financing Activities                
Receipt of short-term bank loan  1,200   1,000   1,200   1,000 
Repayment of short-term loans  (269)  -   (22)  - 
Receipt of long-term bank loan  1,500   -   -   - 
Repayment of long-term bank loans  (874)  (702)  (457)  (353)
Payment of dividend to non-controlling interests  (598)  (742)  (153)  (392)
Payment of dividend to shareholders (see note 8.E.1)  (130)  -   -   - 
Increase in loan to parent company  (104)  (856)  (32)  (627)
                 
Net cash provided by (used in) financing activities  725   (1,300)  536   (372)
                 
Increase (decrease) in cash and cash equivalents and restricted cash  (895)  (763)  1,531   2,170 
                 
Cash and cash equivalents and restricted cash at beginning of period  4,381   5,442   1,955   2,509 
                 
Cash and cash equivalents and restricted cash at end of period  3,486   4,679   3,486   4,679 
                 
Supplemental Disclosure of Cash Flow Activities:                
                 
Cash paid during the period                
Taxes paid  512   416   327   90 
Interest paid  444   227   247   124 
   956   643   574   214 
Substantial non-cash activities:                
Share-based compensation to a director (see note 8.A)  34   -   34   - 

  

For the nine months

ended September 30

  

For the three months

ended September 30

 
  2022  2021  2022  2021 
  Unaudited  Unaudited 
             
Cash flows from Investing Activities                
Purchase of property and equipment  (54)  (298)  (7)  (70)
Capitalization of software development costs  (14)  (211)  -   (69)
                 
Net cash used in investing activities  (68)  (509)  (7)  (139)
                 
Cash flows from Financing Activities                
Receipt of short-term loan  1,000   602         
Repayment of short-term loan  (1,000)  (1,219)  (1,000)  (619)
Increase in loan to parent company  (1,462)  (1,308)  (606)  (822)
Repayment of long-term loan  (1,060)  -   (358)  - 
Payment of dividend to non-controlling interests  (1,195)  -   (453)  - 
                 
Net cash used in financing activities  (3,717)  (1,925)  (2,417)  (1,441)
                 
Increase in cash and cash equivalents and restricted cash  (1,610)  (870)  (847)  (1,058)
                 
Cash and cash equivalents and restricted cash at beginning of the period  5,442   3,564   4,679   3,752 
                 
Cash and cash equivalents and restricted cash at end of the period  3,832   2,694   3,832   2,694 
                 
Supplemental Disclosure of Cash Flow Activities:                
                 
Cash paid and received during the period                
Taxes paid  (551)  (222)  (135)  (88)
Interest paid  (391)  (21)  (164)  (7)
                 
Total Cash paid and received during the period  (942)  (243)  (299)  (95)
                 
Substantial non-cash activities:                

Right of use assets obtained in exchange for operating lease liabilities

  -   637   -   - 
Dividend declared  1,000   -   

1,000

   - 

The accompanying notes are an integral part of these condensed consolidatedInterim Condensed Consolidated financial statements.

-9--10-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

 

NOTE 1:GENERAL

 

A. Organizational Background

 

Viewbix Inc. (formerly known as Virtual Crypto Technologies, Inc.) (the “Company”) was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”). On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc (“Zaxis”). In 2015 the Company changed its name to Emerald Medical Applications Corp., subsequent to which the Company, through its subsidiarity, 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 January 17, 2018, the Company formed a new wholly-ownedwholly owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (“VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies. Effective as of March 7, 2018, the Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. VCT Israel ceased its business operation in 2019 and prior to reflect its new operations and business focus.consummation of the Recapitalization Transaction. On January 27, 2020, VCT Israel was sold to a third party for NIS 50 thousand (approximately $13).

 

On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement” or the “Recapitalization Transaction”) with Gix Internet Ltd., a company organized under the laws of the State of Israel (“Gix” or “Parent Company’’), pursuant to which, Gix assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd., a company organized under the laws of the State of Israel (“Viewbix Israel”), to the Company in exchange for shares of the Company, which resulted in Viewbix Israel becoming a subsidiary of the Company. In connection with the Share Exchange Agreement, effective as of August 7, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc.

 

B. Definitions

In these financial statements:

The Company – Viewbix Inc.

The Group – Viewbix Inc. and its subsidiaries

The Parent Company or Gix – Gix Internet Ltd.

Gix Media – Gix Media Ltd.

Cortex – Cortex Media Group Ltd.

-10-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 1:GENERAL (Cont.)

C. 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’sCompany in exchange for the Company’s shares of common stock. Prior to the closing of the Reorganization Transaction, Gix Media was a majority-owned subsidiary of Gix.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 69% of the Company’s shares on a fully diluted basis, hold 90%68% of the Company’s Common Stock, on a fully diluted basis,hold approximately 97% of the Company’s Common Stock, and Gix Media became a wholly-ownedwholly owned subsidiary of the Company , which holds 100% of its.

-11-

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share capital.data)

NOTE 1: GENERAL (Cont.)

B. Reorganization Transaction (Cont.)

 

As the Company and Gix Media Ltd. were consolidated both by the same parent and ultimate parent, Gix Internet Ltd.Parent Company and Medigus Ltd. (the “Ultimate Parent”), respectively, before and after the Reorganization Transaction, the Reorganization Transaction was accounted for as a transaction between entities under common control. Accordingly, the combined financial information of the Company and Gix Media Ltd. is presented in these financial statements, for all periods presented, reflecting the historical cost of the Company and Gix Media Ltd., as it is reflected in the consolidated financial statements of the direct parent, Gix Internet Ltd.,Parent Company, for all periods preceding March 1, 2022, the date Medigus Ltd.the Ultimate Parent obtained controla controlling interest in Gix Internet Ltd.,the Parent Company and as it is reflected in the consolidated financial statements of Medigus Ltd.the Ultimate Parent for all periods subsequent to March 1, 2022.

 

Share and per share data in these financial statements have been retrospectively adjusted, for all periods preceding the Reorganization Transaction,six and three months ended June 30, 2022, to reflect a number of shares that is equivalent to the equivalent number of shares of the Company corresponding topost the combined financial information of theReorganization Transaction.

C. Business Overview

The Company and Gix Media Ltd.

D. Business Overview

The Group, through its subsidiaries (the “Group”), Gix Media Ltd. and Cortex Media Group Ltd. (“Cortex”), operatesoperate in the field of digital advertising. The Group has two main activities that are reported as separate businessoperating 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 acquiringobtaining and routing internet user traffic to its customers. The search segment activity is operatedconducted 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, including Google, Facebook, Yahoo and Apple, by utilizing such content to obtain and route internet user traffic for its customers. The digital content segment activity is operatedconducted by Cortex.

As of December 31, 2022, Gix Media holdsheld 70% of Cortex’s share capital.

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.

The Group’s technological tools allow advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their websites.Subsequent Purchase was recorded as a transaction with non-controlling interests in the Company’s statement of changes in shareholders equity for the six month period ended June 30, 2023.

 

E.D. Reverse Stock Split

 

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-28.1-for-28. Share and per share data in these financial statements have been retrospectively adjusted to reflect the reverse stock split for all periods presented.the six and three months ended June 30, 2022.

 

-11--12-

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A. Basis of Presentation and Principles of Consolidation:Unaudited Interim Financial Statements

 

The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2022.

B. Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

wholly owned subsidiaries. All intercompany accountsbalances and transactions have been eliminated in consolidation.

 

B.Unaudited Interim Financial Information

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S .GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2021 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 17, 2022 (the “2021 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the nine months ended September 30, 2022, are not necessarily indicative of the results for the year ending December 31, 2022, or for any future period.

As of September 30, 2022, following the retrospective presentation of the combined financial information of the Company and Gix Media Ltd., the Company adopted the significant accounting policies described in Note 2 in these unaudited condensed consolidated financial statements. Other than these significant accounting policies, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2021 Annual Report.

-12-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES (Cont.)

C.Use of Estimatesestimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates judgments and assumptions that affect the reported amounts reported of assets and liabilities, the disclosure of contingent assets and disclosureliabilities at the date of the consolidated financial statements and the reported amounts of incomerevenue and expenseexpenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, income taxes, deferred taxes, share-basedinventory impairment, stock-based compensation, and leases.as well as in estimates used in applying the revenue recognition policy. Actual results couldmay differ from those estimates.

 

D. Functional Currency and Foreign Currency Transactions

Most of the revenues of the Company are received in U.S. dollars. In addition, a substantial portion of the costs of the Company are incurred in U.S. dollars. Therefore, the Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company and each of its subsidiaries operates. Thus, the functional and reporting currency of the Company is the U.S. dollar.

Accordingly, monetary balances denominated in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Statement of theSignificant Accounting Standard Codification (“ASC”) No. 830 “Foreign Currency Matters” (“ASC No. 830”).

Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non U.S. dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions exchange rates at transaction dates and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) historical exchange rates. Currency transaction gains and losses are presented in the financial income or expenses, as appropriate

E.Cash and cash equivalentsPolicies

 

The Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents.

F.Restricted Deposits

Restricted cash held in interest bearing saving accounts which are used as a security for the Group’s credit card and lease obligations.

G.Accounts receivable and allowance for credit losses

Accounts receivables are recorded at the invoiced amount, net of an allowance for credit losses. The Group evaluates its outstanding accounts receivables and establishes an allowance for credit losses based on information available on their credit condition, current aging, historical experience, future economic and market conditions. These allowances are reevaluated and adjusted periodically as additional information is available. Changessignificant accounting policies followed in the allowance for expected credit lossespreparation of these unaudited interim condensed consolidated financial statements are recorded under general and administrative expensesidentical to those applied in the condensed consolidated statements of income.

-13-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES (Cont.)

H.Fixed assets

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line basis over the estimated useful lives, at the following annual rates:

SCHEDULE OF ESTIMATED USEFUL LIVES

%
Computers and peripherals equipment33
Office furniture and equipment6-15
Leasehold improvements(*)

(*)Over the shorter of the lease term (including options if any that are reasonably certain to be exercised estimated useful life).

I.Leases

In accordance with ASC No. 842 “Leases”, the Company determines if an arrangement is a lease at inception. If an arrangement is a lease, the Company determines whether it is an operating lease or a finance lease at the lease commencement date. Operating leases are included in operating lease assets, operating lease liabilities – current, and non-current operating lease liabilities in the Company’s condensed consolidated balance sheets.

Operating lease assets represent the Company’s right to control the use of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the estimated lease.

Operating lease assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term.

The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present valuepreparation of the lease payments. The incremental borrowing rate is estimated based on factors such as the lease term, credit standing and the economic environment of the location of the lease.

Variable lease payments, including payments based on an index or a rate, are expensed as incurred and are not included within the operating lease asset and operating lease liabilities. The Company does not separate non-lease components from lease components for its leases of real estate.

The Company’s lease terms are the noncancelable periods, including any rent-free periods provided by the lessor, and include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. Lease costs are recognized on a straight-line basis over the lease term.

The Company does not recognize operating lease asset and operating lease liabilities for leases with terms shorter than 12 months. Lease costs for short-term leases are recognized on a straight-line basis over the lease term.

The Company has material non-functional currency leases. Lease liabilities in respect of leases denominated in a foreign currency are remeasured using the exchange rate at each reporting date. Lease assets are measured at historical rates, which are not affected by subsequent changes in the exchange rates.

-14-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES (Cont.)

J.Revenue Recognition

As described in note 1.d the Company generates revenues from obtaining internet user traffic and routing such traffic to its customers. The Company is entitled to receive consideration for its service upon each individual internet user traffic routed to and is monetized by its customers.

The Company’s revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are measured according to the amount of consideration that the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, such as VAT taxes. Revenues are presented net of VAT. The Company’s payments terms are less than one year. Therefore, no finance component is recognized.

The Company recognizes revenues upon routing of internet users’ traffic that is monetized by its customers. As the Company operates as the primary obligor in its arrangements and has sole discretion in determining to which of its customers internet user traffic is to be routed, revenues are presented on a gross basis.

K.Traffic-acquisition and related costs

Traffic acquisition and related costs consist primarily of fees paid to suppliers in connection with the Company’s internet traffic sources, as well as internal costs incurred in connection with the acquisition of such traffic. Traffic acquisition costs are expensed as incurred.

L.Research and development expenses

Research and development costs are charged to the condensed consolidated statements of income as incurred, except for certain costs relating to internally developed software, which are capitalized.

The Company capitalizes certain internal software development costs, consisting of direct subcontractors’ costs associated with creating the internally developed software. Software development projects generally include three stages: (i) the preliminary project stage (all costs expensed as incurred); (ii) the application development stage (costs are capitalized) and (iii) the post implementation/operation stage (all costs expensed as incurred).

The costs capitalized in the application development stage primarily include the costs of designing the application, coding and testing of the system. Capitalized costs are amortized using the straight-line method over the estimated useful life of the software, once it is ready for its intended use.

The Company believes that the straight-line recognition method best approximates the manner in which the expected benefit will be derived. Management evaluates the useful lives of these assets on anlatest annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

-15-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES (Cont.)

M.Income taxes

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, and (“ASC 740”). ASC 740 prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and for carry forward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized.

Uncertain tax positions are accounted for in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxation authorities, based on the technical merits of the position, at the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties, if any, related to unrecognized tax benefits, are recognized in tax expense.

N.Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, restricted deposits, accounts receivable, loan to parent company, other current assets, current maturities of long-term loan, accounts payable, other payables and short-term loans approximate their fair value due to the short-term maturities of such instruments.

The carrying amount of the variable interest rate long-term loan is approximates to its fair value as it bears interest at approximate market rate.

O.Business Combinations

The Company accounts for its business combinations in accordance with ASC 805, “Business Combinations” (“ASC 805”). ASC 805 specifies the accounting for business combinations and the criteria for recognizing and reporting intangible assets apart from goodwill. ASC 805 requires recognition of assets acquired, liabilities assumed and any non-controlling interest at the acquisition date, measured at their fair values as of that date.

Acquisition-related intangible assets result from the Company’s acquisitions of businesses accounted for under the purchase method and consist of the fair value of identifiable intangible assets including customer relations, technology, as well as goodwill. Goodwill is the amount by which the acquisition cost exceeds the fair values of identifiable acquired net assets on the date of purchase. Acquisition-related definite lived intangible assets are reported at cost, net of accumulated amortization.

-16-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES (Cont.)

P.Goodwill

The Company’s goodwill reflects the excess of the consideration paid or transferred including the fair value of contingent consideration over the fair values of the identifiable net assets acquired.

Goodwill is not amortized but instead is tested for impairment, in accordance with ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”), at the reporting unit level, at least annually at December 31 each year, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

The goodwill impairment test is performed by evaluating an initial qualitative assessment of the likelihood of impairment. If this step indicates that the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the impairment test is performed.

In the impairment test, the Company compares the fair value of the reporting unit to the carrying value of the reporting unit. If the fair value of the reporting unit exceeds the carrying value of the net assets allocated to that unit, goodwill is not impaired, and no further testing is required. If the fair value is less than the carrying value of the reporting unit, then the second step of the impairment test is performed to measure the amount of the impairment.

Q.Intangible assets, other than goodwill

Intangible assets are identifiable non-monetary assets that have no physical substance. Intangible assets with indefinite useful lives are not amortized and are tested for impairment once a year, or whenever there is a sign indicating that impairment may have occurred, in accordance with ASC 350. An estimate of the useful life of intangible assets with an indefinite useful life is examined at the end of each reporting year. A change in the estimated useful life of an intangible asset that changes from indefinite to defined is treated prospectively.

Intangible assets with a defined useful life are amortized in a straight line over their estimated useful life subject to impairment testing. A change in the estimated useful life of an intangible asset with a defined useful life is treated prospectively. 

The useful life used to amortize intangible assets with a defined useful life is as follows:

SCHEDULE OF AMORTIZE INTANGIBLE ASSETS

%
Customer relations14.3
Technology16.7-22
Internal software33

-17-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES (Cont.)

R.Impairment of long-lived assets

The Company’s long-lived assets to be held or used, including property and equipment, right of use assets and intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, “Property, Plants and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.

S.Severance Pay

The Company’s liability for severance pay for some of its Israeli employees is calculated pursuant to Israeli Severance Pay Law, 1963 (the “Israeli Severance Pay Law”) based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. These employees are entitled to one month’s salary for each year of employment or a portion thereof. The Company records the liability as if it were payable at each balance sheet date on an undiscounted basis. The liability is classified based on the expected date of settlement and therefore is usually classified as a long-term liability unless the cessation of the employees is expected during the upcoming year.

The Company’s liability for these Israeli employees is partially covered by monthly deposits for insurance policies and the remainder by an accrual. The deposited funds for these policies are recorded as an asset in the Company’s balance sheet and include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Israeli Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash redemption value of these policies.

With respect to other Israeli employees, the Company acts pursuant to the general approval of the Israeli Ministry of Labor and Welfare, pursuant to the terms of Section 14 of the Israeli Severance Pay Law (“Section 14”), according to which the current deposits with the pension fund and/or with the insurance company exempt the Company from any additional obligation to these employees for whom the said depository payments are made. As a result, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in the Company’s balance sheet.

Severance expenses for the nine months ended September 30, 2022, and September 30, 2021, amounted to $101 and $120, respectively.

T.Share-based compensation

The Company accounts for share-based compensation in accordance with ASC 718, “Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods, which is generally the vesting period, in the Company’s condensed consolidated statement of income.

-18-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES (Cont.)

T. Share-based compensation (Cont.)

The Company selected the Black-Scholes option pricing model as the most appropriate fair value method for its share-options awards. The option-pricing model requires several assumptions, of which the most significant are the expected share price volatility and the expected option term.

The Company accounts for forfeitures as they occur.

U.Net earnings per share

In accordance with ASC 260, “Earnings Per Share” (“ASC 260”), basic net earnings per share is computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if share options, warrants or other commitments to issue ordinary shares were exercised or equity awards vested, resulting in the issuance of ordinary shares that could share in the net earnings of the Company.

V.Segment reporting

The Company reports financial and descriptive information about its reportable segments. Reportable segments are operating segments or aggregations of operating segments that meet specified criteria as defined in ASC 280, “Segments Reporting”.

Operating segments are distinguishable components of an entity for each of which a separate financial information is available and is reported in a manner consistent with the internal reporting provided to the entity’s Chief Operating Decision Maker (“CODM”) in making decisions about how to allocate resources and in assessing performance.

The review of the CODM is carried out according to the results of the segment’s activity. His review does not include certain expenses that are not related specifically to the activity of each of the segments. Those expenses are presented as reconciliation between segments operating results to total operating results in financial statements.

 

W.E. Recent accounting pronouncementsAccounting Pronouncements

 

ASU 2019-12, Income Taxes

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for annual periods beginning after January 1, 2022 and interim periods within annual periods beginning after January 1, 2023, and early adoption was permitted.

The Company currentlyManagement does not expect the adoption of thisbelieve that any recently issued, but not yet effective, accounting standard willstandards, if currently adopted, would have a material impacteffect on itsthe Group’s condensed consolidated financial statementsstatements.

 

-19--13-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES (Cont.)

W. Recent accounting pronouncements (cont.)

ASU 2019-10, Financial Instruments—Credit Losses (Topic 326)

In September 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326)” (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted.

The Company currently does not expect that the adoption of this accounting standard will have a material impact on its consolidated financial statements

ASU 2021-08, Business Combinations

In October 2021 the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. The amendments in this update require that an entity (acquirer), recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted.

The Company currently does not expect that the adoption of this accounting standard will have a material impact on its consolidated financial statements

-20-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

 

NOTE 3:LOAN TO PARENT COMPANY

OTHER RECEIBALESSCHEDULE OF LOAN FROM TO PARENT COMPANY

  

As of

June 30 2023

  

As of

December 31 2022

 
       
Loan to Parent Company $3,689  $3,542 

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. The amount of the loan is in U.S. dollars.

 

Composition:

SCHEDULE OF OTHER ACCOUNTS RECEIVABLES COMPOSITION

  

As of

September 30

  

As of

December 31

 
  2022  2021 
       
Prepaid expenses $301  $350 
Government authorities $513  $624 
Other receivables $-  $30 
Other accounts receivables  814   1,004 

NOTE 4:PROPERTY AND EQUIPMENT, NETOn November 20, 2022, the Company, Gix Media and the Parent Company agreed to restructure loan agreements between the parties (see note 15 in the 2022 annual financial statements) such that the Company fully repaid the loan to the Parent Company by offsetting its amount from the loan owed by the Parent Company to Gix Media. As a result, as of June 30, 2023, and December 31, 2022, the Company has no further obligations under the loan agreement with the Parent Company.

 

Composition:

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

  As of
September 30
  

As of

December 31

 
  2022  2021 
       
Cost:      
Computers and peripheral equipment $490  $436 
Office furniture and equipment $134  $134 
Leasehold improvements $273  $273 
         
Total cost $897  $843 
Less: accumulated depreciation  (580)  (509)
Property and equipment, net  317   334 

Depreciation expenses totaled toFor the six months ended June 30, 2023, and the year ended 2022, Gix Media recognized interest income in the amount of $7143 and $54143 for the nine months ended September 30, 2022, and September 30 2021,, respectively.

-21-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

 

NOTE 5:4: LEASES

On February 25, 2021, Gix Media entered into a lease agreement for a new corporate office of 479 square meters in Ramat Gan, Israel, at a monthly rent fee of $10. The lease period is for 36 months (the “initial lease period”) with an option by the Company to extend 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 includes renewal options that it is reasonably certain to exercise in the measurement of the lease liabilities.

 

Leases recorded on the balance sheet consist of the following:

SCHEDULE OF LEASE

 

As of

September 30

  As of
December 31
 
  2022  2021 
       
Assets        
Right-of-use assets $505  $569 
         
Liabilities        
Operating lease – current $93  $91 
Operating lease – non-current $433  $491 
Total lease liabilities $526  $582 

Weighted-average remaining lease term and discount rate were as follows:

SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES

As of
September

June 30
2022
2023

Operating leases weighted average remaining lease term (in years)5.424.67
Operating leases weighted average discount rate3.10%

 

Maturities of operating lease liabilities as of September 30, 2022 and December 31, 2021, are as follows:

SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES

 

As of

September 30

  As of
December 31
 
  2022  2021 
       
2022 $22  $99 
2023 $88  $100 
2024 $88  $100 
2025 $88  $100 
Thereafter $251  $285 
Total lease payments  537   684 
Less: imputed interest  (11)  (102)
Present value of lease liabilities  526   582 

As of

December 31 2022

Operating leases weighted average remaining lease term (in years)5.17
Operating leases weighted average discount rate3.10%

 

Operating lease expenses amounted to $7751 and $6025 for the ninesix and three months ended SeptemberJune 30, 2022, and September 30, 2021,2023, respectively.

 

Operating lease expenses amounted to $51 and $26 for the six and three months ended June 30, 2022, respectively.

-22--14-

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 6:5: GOODWILL AND INTANGIBLE ASSETS, NET

Composition:

SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS

  (*)             
  Internal Software (*)  Customer Relations  Technology  Goodwill  Total 
                
Cost:                    
Balance as of January 1, 2022  449   10,720   4,790   12,483   28,442 
Adjustments to ultimate parent company earning values (see note 1.c)  -   

2,356

   

6,958

   

5,132

   

14,446

 
Additions  14   -   -   -   

14

 
Acquisitions                
Balance as of September 30, 2022  463   13,076   11,748   17,615   42,902 
                     
Accumulated amortization:                    
Balance as of January 1, 2022  -   4,261   3,284   -   7,545 
Amortization recognized during the period  85   667   1,228   -   1,980 
Balance as of September 30, 2022  85   4,928   4,512   -   9,525 
                     
Amortized cost:                    
As of September 30, 2022  378   8,148   7,236   17,615   33,377 
   *             
  Internal-use Software (*)  Customer Relations  Technology  Goodwill  Total 
  (*)              
Cost:                    
Balance as of January 1, 2023  465   6,234   11,008   17,361   35,068 
Adjustments to Ultimate Parent company carrying values (see note 1.B)  -   (1,519)  3,251   4,878   6,610 
Additions  -   -   -   -   - 
Balance as of June 30, 2023  465   6,234   11,008   17,361   35,068 
                     
Accumulated amortization:                    
Balance as of January 1, 2023  122   741   1,531   -   2,394 
Adjustments to Ultimate Parent company carrying values (see note 1.B)  -   (4,457)  (3,413)  -   (7,870)
Amortization recognized during the period  69   444   915   -   1,428 
Balance as of June 30, 2023  191   1,185   2,446   -   3,822 
                     
Amortized cost:                    
As of June 30, 2023  274   5,049   8,562   17,361   31,246 

                
  Internal Software (*)  Customer Relations  Technology  Goodwill  Total 
                
Cost:                    
Balance As of January 1, 2021  180   6,080   3,117   2,902   12,279 
Cost: beginning balance  180   6,080   3,117   2,902   12,279 
Acquisition of Cortex (see note 7)  -   4,640   1,673   9,581   15,894 
Additions  269   -   -   -   269 
Balance as of December 31, 2021  449   10,720   4,790   12,483   28,442 
Cost: ending balance  449   10,720   4,790   12,483   28,442 
                     
Accumulated amortization:                    
Balance as of January 1, 2021  -   3,274   2,424   -   5,698 
Accumulated amortization: beginning balance  -   3,274   2,424   -   5,698 
Amortization recognized during the year  -   987   860   -   1,847 
Balance as of December 31, 2021  -   4,261   3,284   -   7,545 
Accumulated amortization: ending balance  -   4,261   3,284   -   7,545 
                     
Amortized cost:                    
As of December 31, 2021  449   6,459   1,506   12,483   20,897 
Amortized cost:  449   6,459   1,506   12,483   20,897 

   *             
  Internal-use Software (*)  Customer Relations  Technology  Goodwill  Total 
Cost:                    
Balance as of January 1, 2022  449   7,753   7,757   12,483   28,442 
Beginning balance  449   7,753   7,757   12,483   28,442 
Adjustments to Ultimate Parent company carrying values (see note 1.B)  -   (1,519)  3,251   4,878   6,610 
Additions  16   -   -   -   16 
Balance as of December 31, 2022  465   6,234   11,008   17,361   35,068 
Ending balance  465   6,234   11,008   17,361   35,068 
                     
Accumulated amortization:                    
Balance as of January 1, 2022  -   4,261   3,284   -   7,545 
Beginning balance  -   4,261   3,284   -   7,545 
Adjustments to Ultimate Parent company carrying values (see note 1.B)  -   (4,457)  (3,413)  -   (7,870)
Amortization recognized during the year  122   937   1,660   -   2,719 
Balance as of December 31, 2022  122   741   1,531   -   2,394 
Ending balance  122   741   1,531   -   2,394 
                     
Amortized cost:                    
As of December 31, 2022  343   5,493   9,477   17,361   32,674 

 

(*)

During 2020, Gix Media engaged with a subcontractor for the development of an internalinternal-use software (the “Software”). Gix Media capitalized its developments costs.

Total expenses capitalized as of September 30, 2022, and December 31, 2021, were $463 and $449, respectively.

Sincecosts until March 1, 2022 and from this date the Software isbecame available for use. Accordingly, Gix Media recognized amortization expenses over the estimated useful life of the Software determined to be three years. For the six months ended June 30, 2023, and the period from March 1, 2022, until September 30,December 31, 2022, Gix Media recorded amortization expenses of $85. The Company estimates the useful life of the software to be amortized over 3669 months.and $122, respectively.

-23--15-

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 7:6: BUSINESS COMBINATIONLOANS

 

Cortex AcquisitionA.

On October 13, 2021, Gix Media acquired 70% (on a fully diluted basis) of theBank Financing for Cortex’s capital shares of Cortex (“Cortex Transaction”), a private company operating in the field of online media and advertising. In consideration for Cortex Transaction, Gix Media paid NIS 35 million in cash (approximately $11 million), out of which an amount of $0.5 million was deposited in trust for a period of 12 months from the closing date.additional Purchase:

 

The Cortex Transaction also included the following main terms:On January 23, 2023, Gix Media acquired an additional 10% of Cortex’s capital shares

Gix Media will acquire 30% of Cortex’s shares in three equal stages, (at the beginning of 2023, at the beginning of 2024 and at the beginning of 2025) (the “Remaining Balance Shares”), so that following the completion of the acquisition of all of the Remaining Balance Shares, Gix Media will hold 100% of Cortex’s share capital on a fully diluted basis.
The obligation (and right) to acquire the Remaining Balance Shares will expire in the event of an initial public offering of Cortex’s shares or in the event of a 50% or more decrease in Cortex’s annual net income, for a period of 12 consecutive months, compared to the net income during the period of 12 months ended July 31, 2021. As of the date of filling of these financial statements, this right and obligation has not expired.
If Gix Media does not fulfill its obligation to acquire the Remaining Balance Shares, within 90 days from the Designated Acquisition Date as stated above, the selling shareholders of Cortex (the original shareholders of Cortex) will be released from their obligation not to sell or transfer their holdings in Cortex to a third party, in relation to the same stage of the balance of the shares not acquired as aforesaid. If Gix Media does not fulfilled its obligation to acquire the Remaining Balance Shares in a certain stage, its right to acquire the Remaining Balance Shares in the subsequent stage, will be conditioned upon the acquisition of the Remaining Balance Shares not purchased by it in the previous stage as well, provided that the Remaining Balance Shares were not transferred or pledged by the selling shareholders of Cortex to a third party.

The Cortex Transaction (see note 1.C) which was financed by Gix Media’s existing cash balances and substantially by debt through a long-term bank financingloan received on January 17, 2023, in the aggregate amount of $9.51,500 million, that consiststo be repaid in 42 monthly payments at an annual interest rate of a line of credit of up to $3.5SOFR + 5.37% million and a long-term loan of $6 million (see note 10).

 

-24-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 7: BUSINESS COMBINATION (Cont.)B. Cortex’s Loan Agreement:

 

On September 21, 2022, Cortex Acquisition (Cont.)

Fair Value of Cortex’s Identifiable Assets and Liabilities:

SCHEDULE OF BUSINESS COMBINATION OF ASSETS AND LIABILITIES

Cash and cash equivalents775
Restricted deposits29
Trade receivables10,662
Other accounts receivables346
Property and Equipment, net9
Goodwill arising from the acquisition9,581
Intangible assets6,134
Total assets27,716
Accounts payables8,906
Short-term loan1,500
Accrued expenses and other current liabilities854
Deferred taxes and taxes payable758
Non-Controlling Interests4,709
Total liabilities16,727
Total acquisition cost10,989

Gix Media recorded acquisition costs in the amount of $197 with respect to Cortex Transaction.

Net Cash Flow from the Cortex Transaction:

Consideration paid in cash10,989
Less cash and cash equivalents and restricted deposits received from acquisition of Cortex(804)
Total net cash paid10,185

-25-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 8: ACCOUNTS PAYABLE

SCHEDULE OF ACCOUNTS PAYABLE

  

As of

September 30

  

As of

December 31

 
  2022  2021 
       
Trade payables $11,665  $10,491 
Accrued expenses $4,479  $6,185 
Accounts payable  16,144   16,676 

NOTE 9:OTHER PAYABLES

SCHEDULE OF OTHER ACCOUNTS PAYABLE

  

As of

September 30

  

As of

December 31

 
  2022  2021 
Dividend declared $1,000  $- 
Government authorities $155  $615 
Employees and payroll accruals $567  $655 
Other accounts payable $140  $116 
Accounts payable other  1,862   1,386 

NOTE 10: LOANS

Bank Financing:

On the the closing date of the Cortex Transaction, 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 $3.5 million and a long-term loan totaling $6 million, which Gix Media used to finance the Cortex Transaction (see note 9) (the “Financing Agreement”).

The Financing Agreement included the following main terms:

1)A loan of $6 million to be provided to Gix Media for a period of 48 months at an annual interest rate of LIBOR + 4.12%.
2)A renewable monthly line of credit, of up to $3.5 million to be provided to Gix Media, which will be available for utilization for a period of two years and will be determined on a monthly basis, at 80% of Gix Media’s accounts receivable balance (“Line of Credit”). The amounts that will be withdrawn from the Line of Credit will bear annual interest of LIBOR + 3.2%.
3)Gix Media undertook to meet financial covenants over the life of the loans as follows: (1) 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 September 30, 2022, and December 31, 2021, Gix Media is in compliance with the financial covenants in connection with the Financing Agreement.
4)As part of the Financing Agreement, Gix Media and the Company provided several liens in favor of Leumi (see Note 12).

-26-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 10: LOANS (Cont.)

On April 7, 2022, Cortex and Leumi entered into an addendum to an existing loan agreement between the parties, dated August 15, 2021.2020. As part of the addendum to the loan agreement, Leumi provided Cortex with a monthly renewable credit line (the “Additional Credit Line”) in the amount of up to $1,000, which is an addition to the existing credit line of $1,500. The aggregate amount of the credit lines is $2,500 (the “Total“Cortex Credit Line”). The TotalCortex Credit Line was available for utilization by Cortex until September 24, 2022. The Total Credit Line wasis determined every month at the level of 70% of Cortex’s customers’ balance. The amounts that wereare drawn from the AdditionalCortex Credit Line bear an annual interest of SOFR + 3.52%(Overnight (Overnight Financing Rate Secured, guaranteed daily interest as determined in accordance with the Federal Bank in New York). The Additional Credit Line was required for the purpose of increasing the traffic-acquisition and related costs and as part of the continuation growth trend in Cortex’s business activity. As of September 30, 2022, the Additional Credit Line was not renewed.

 

On July 25, 2022, Gix Media andApril 27, 2023, Leumi entered into an addendum toincreased the Financing Agreement, according toCortex Credit Line by $1,000, which Leumi will provide Gix Media with a loanwas fully withdrawn by Cortex as of $1,500, to be withdrawn at the discretion of Gix Media no later than January 31, 2023 (the “Additional Loan”).June 30, 2023.

 

The Additional Loan will bear an annual interest of SOFR + 5.25% to be repaid in 42 equal monthly payments starting from the date of the Additional Loan’s receipt. The Additional Loan will be used to purchase an additional 10% of Cortex’s shares in accordance with Cortex Transaction.

As of the date of issuance of these financial statements, no amounts under the Additional Loan were withdrawn.

C. Composition of long-term loans, short-term loans, and line of 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 THE BALANCE OF THE GROUP’S LOANS

  Interest rate (*)  

As of

June 30, 2023

  

As of

December 31, 2022

 
          
Short-term loan – the Company  8%  -   69 
Short-term bank loan – Gix Media  LIBOR + 3.20%  3,500   3,500 
Short-term bank loan – Cortex  SOFR + 3.52%  2,500   1,500 
Long-term bank loan, including current maturity – Gix Media (received on October 13, 2021)  LIBOR + 4.12%  3,686   4,381 
Long-term bank loan, including current maturity – Gix Media (received on January 17, 2023)  SOFR + 5.37%  1,321   - 
Bank loan      11,007   9,450 

 

             
     As of 
  Interest rate (*)  

September 30

2022

  

December 31

2021

 
Short-term bank loan – Gix Media  LIBOR + 3.20%   3,500   3,500 
Short-term bank loan – Cortex  SOFR + 3.52%   1,500   1,500 
Long-term bank loan, including current maturity – Gix Media  LIBOR + 4.12%   4,725   5,770 
             
Bank Loan      9,725   10,770 

(*)The LIBOR interest rate will continue to bewas published until end of June 2023 and then will befrom July 2023 was replaced by the Secured Overnight Financing Rate (“SOFR”).

 

Maturities of the Group’s bank loans as of September 30, 2022, are as follows:D. Short term loan:

SCHEDULE OF MATURITIES OF DEBT 

     
2022  6,500(*)
2023  1,500 
2024  1,500 
2025  225 
Total  9,725 

On December 18, 2020, the Company entered into a loan agreement and Stock Subscription Agreement with certain Investors, pursuant to which the Investors lent an aggregate amount of $69 at an annual interest rate of 8% (the “Loan”). In January 2023, the Company reached an agreement with the investors that the Loan received will be repaid in 3 equal monthly payments. In April 2023, the Loan was fully repaid by the Company.

(*)Includes a sum of $5,000 which is a renewable monthly credit line.

 

-27--16-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 11: INCOME TAXES

A. Tax rates applicable to the income of the Company:

Viewbix Inc. is taxed according to U.S. tax laws.

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018.

Viewbix Israel is taxed according to Israeli tax laws. The Israeli corporate tax rate is 23% in the years 2022, 2021 and onwards.

Gix Media and Cortex are recognized as a “Preferred-Technology Enterprise” in accordance with Section 51 of the Encouragement of Capital Investments Law, 1959 and are taxed at a reduced corporate tax rate of 12%.

B. Tax assessments:

As of September 30, 2022, Gix Media has a final tax assessment for tax years prior to and including the tax year ended December 31, 2014.

Cortex has a final tax assessment for tax years prior to and including the tax year ended December 31, 2018.

Viewbix Israel has a final tax assessment for tax years prior to and including the tax year ended December 31, 2015.

During 2022, the Israeli tax authority commenced a tax assessment of Gix Media for the tax years 2017 to 2020. As of the date of issuance of these financial statements, tax assessment have not been completed.

-28-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 11: TAXES ON INCOME (Cont.)

C. Deferred taxes are comprised of the following components:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Deferred taxes are comprised of the following components:

SCHEDULE OF DEFERRED INCOME TAXES

       
  As of
September 30
  As of
December 31
 
  2022  2021 
       
Deferred tax assets       
Deferred research and development expenses $34  $38 
Employee compensation and benefits $12  $19 
Operating loss carryforward $7,672  $7,479 
Operating lease right of use asset $61   68 
Accrued severance pay $12  $13 
         
Total deferred tax assets $7,791  $7,617 
         
Deferred tax liabilities:        
Differences between tax basis and carrying values of loans $-  $184 
Operating lease right of use liability $63   70 
Intangible assets associated with business combinations $1,853  $1,026 
Total deferred tax liabilities $1,916   1,280 
         
Net deferred tax assets before valuation allowance $5,875  $6,337 
Valuation allowance  (7,666)  (7,230)
Net deferred tax liabilities $1,791  $893 

As of September 30, 2022, the Company has recorded a valuation allowance of $7,666 in respect of the deferred tax assets resulting primary from tax loss carryforward of Viewbix Inc., as management currently believes these deferred tax assets will not be released in the foreseeable future.

-29-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 11:TAXES ON INCOME (Cont.)

Income tax expenses are comprised as follows:

 SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFITS)

  2022  2021 
  

For the nine months ended

September 30

 
  2022  2021 
       
Current tax expenses $393  $78 
Tax benefit in respect of prior years $(102) $(54)
Deferred tax income $(227) $(65)
Total $63  $(41)

  2022  2021 
  

For the three months ended

September 30

 
  2022  2021 
       
Current tax expenses $130  $(23)
Taxes expenses (benefit) in respect of previous years $21  $(18)
Deferred tax income $(96) $(40)
Total Income tax expenses $55  $(81)

D.Reconciliation of the theoretical tax expenses to the actual tax expenses:

A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense as reported in the statement of operations is as follows:

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

  2022  2021 
  For the nine months ended
September 30
 
  2022  2021 
       
Income before income taxes as reported in the consolidated statements of operations $33  $44 
Statutory tax rate in USA  21%  21%
Theoretical tax expense $7  $9 
Increase (decrease) in tax expenses resulting from:        
Lower tax rates for preferred technology enterprises  (322)  (29)
Non-deductible expenses  5   1 
Tax benefits in respect of prior years  (102)  (54)
Change in valuation allowance  436   58 
Others  39   (26)
Taxes on income $63  $(41)

-30-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 11:TAXES ON INCOME (Cont.)

E. Available carryforward tax losses:

As of September 30, 2022 Viewbix Israel incurred operating losses of approximately $15,015 which may be carried forward and offset against taxable income in the future for an indefinite period.

As of June 30, 2022 the Company generated net operating losses in the U.S. of approximately $19,000. Net operating losses in the U.S. are available through 2035. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.

F. Loss from continuing operations, before taxes on income, consists of the following:

SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME

  2022  2021  2022  2021 
  

For the nine months ended

September 30

  

For the three months ended

September 30

 
  2022  2021  2022  2021 
             
USA $385  $69  $190  $27 
Israel  574   185   432   71 
Total loss before taxes on income $959  $254  $622  $98 

NOTE 12:7: COMMITMENTS AND CONTINGENCIES

Liens:

AsOn September 19, 2022, as part of September 30, 2022,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 companyCompany to Leumi Bank;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.

 

Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the acquisition of Cortex Transaction, as follows: (1) a floating lien on Gix Media’s assets; (2) a lien on Gix Media’s bank account in Leumi; (3) a lien on Gix Media’s rights under the Cortex Transaction; (4) a fixed lien on Gix Media’s intellectual property; and (5) a lien on Gix Media’s full holdings in Cortex.

Gix Media restricted deposits in the amount of $195are used as a security in respect of credit cards, bank guaranties, office lease agreement and hedge transactions on the USD exchange rate.

Cortex has a restricted deposit in the amount of $27 which is used as a security in respect of its leased offices.

-31-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 13:8: SHAREHOLDERS’ EQUITY

A.Ordinary Shares: Shares of Common Stock:

 

Ordinary sharesShares of Common Stock confer the rightrights to: (i) participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, (ii) in distribution of dividends and (iii) to equally participate, on share basis, in distribution of excess of assets and funds from the Company and will not confer other privileges unless stated hereunder or in the Companies Law otherwise. Some investors have standard anti-dilutive rights, registration rights, and information and representation rights.

 

On May 18, 2023, the Company’s Board of Directors (the “Board”) approved to issue and grant 111,111 shares of restricted Common Stock (“Equity Grant”) to one of the Company’s directors (the “Director”). The Equity Grant was granted for consulting services provided to the Company by the Director, specifically in connection with securing favorable terms for a bank financing. The Company recorded a share-based compensation expense of $34 in general and administrative expenses with connection to the Equity Grant.

B.Warrants:

The following table summarizes information of outstanding warrants as of SeptemberJune 30, 2023 and December 31, 2022:

SUMMARY OF OUTSTANDING WARRANTS

 Warrants  Warrant Term  Exercise Price  Exercisable  Warrants  Warrant Term Exercise Price  Exercisable 
                  
Class J Warrants  130,333   July 2029   13.44   130,333   130,333  July 2029  13.44   130,333 
Class K Warrants  130,333   July 2029   22.4   130,333   130,333  July 2029  22.40   130,333 

 

All of the Company’s warrants meet the U.S. GAAP criteria for equity classification.

C.Reverse Stock Split:

 

On August 31, 2022, theCompany filed the Amended COI with the Secretary of State of Delaware to effectaffect a 28 to 1 reverse stock split of the Company’s outstanding shares of Common Stock. As a result of the reverse stock split, every 28 shares of the Company’s outstanding Common Stock prior to the effect of the amended COI was combined and reclassified into one share of the Company’s shares of Common Stock. The number of authorized share capital of the Company’s Common Stock and par value of the shares remained unchanged. All share and stock options information related to the Company, wasper share data in these financial statements have been retrospectively adjusted to reflect the reverse stock split on a retroactive basis.split.

 

-32-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 13: SHAREHOLDERS’ EQUITY (Cont.)

D.Share option plan:

 

AfterIn 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 its shares are traded on Tel-Aviv stock exchange.Stock Exchange.

A summary of Gix Media’s employee share options activity and related information is as follows:

SCHEDULE STOCK OPTION ACTIVITY

  As of September 30, 2022  As of December 31, 2021 
  Number of options  Weighted average exercise price  Number of options  Weighted average exercise price 
      $      $ 
Options outstanding at beginning of the year  737,915   1.61   1,120,000   1.56 
Changes during the period:                
Granted  -   -   -   - 
Exercised  -   -   -   - 
Expired or forfeited  (577,915)  1.41   (382,085)  1.61 
                 
Outstanding at end of period  160,000   1.41   737,915   1.61 
Options exercisable at end of period  157,086   1.41   504,585   1.61 

The following tables summarize additional information regarding the Gix Media’s outstanding and exercisable options as of December 31, 2021:

SCHEDULE OF OPTION OUTSTANDING AND EXERCISABLE

   Options outstanding 
   As of September 30, 2022 
Range of
exercise price
  Number of
options
  Weighted average
exercise price
  Weighted
average remaining
contractual life (years)
 
$       $     
 1.41   160,000   1.41   5.85 

   Options Exercisable 
   As of September 30, 2022 
Range of
exercise price
  Number of
options
  Weighted average
exercise price
  Weighted
average remaining
contractual life (years)
 
 $       $     
 1.41   157,086   1.41   5.82 

 

-33--17-

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 13:8: SHAREHOLDERS’ EQUITY (Cont.)

The Company recognized stock-based compensation expenses related to employee’s stock options in the statement of operations as follows:

SCHEDULE OF STOCK BASED COMPENSATION EXPENSES

  2022  2021  2022  2021 
  

For the nine months ended

September 30

  

For the three months ended

September 30

 
  2022  2021  2022  2021 
             
Research and development  31   (37)  29   (3)
Selling and marketing  11   (6)  3   - 
General and administrative  (2)  5   -   - 
                 
Total  40   (38)  32   (3)

 

E.DividendsD. Share option plan (Cont.):

 

DuringOn March 2, 2023, the nine months ended September 30,2022, Cortex distributed a dividend inBoard approved the amountadoption of $the 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan permits the issuance of up to (i) 1,1952,500,000 shares of Common Stock, plus (ii) an annual increase equal to the non-controlling interests.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 2,500,000 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 2,500,000 shares of Common Stock for issuance under the 2023 Plan.

 

On September 30, 2022,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 declared a dividend(the “Recharge Agreements”). The Recharge Agreements provide for the offer of awards under the 2023 Plan to 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 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 a totalany event not prior to the vesting of an award. The reimbursement amount shall 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.

1,000.

As of September 30, 2022, the dividend was not distributeddate of approval of these financial statements, 51,020 stock-based awards were granted by the Company under 2023 Plan (see note 9)10).

E. Dividends:

1.On September 14, 2022, Gix Media declared a dividend in the amount of $1,000 of which an amount of $83 was paid as tax to the Israeli Tax Authority. During 2022 Gix Media distributed an amount of $787 out of the remaining amount of $917, which an amount of $714 that was distributed to the Parent Company, was offset from the loan to Parent Company (see also note 3). The remaining amount of $130 was distributed by Gix Media in January 2023.
2.On December 25, 2022, Cortex declared a dividend in the total amount of $445 to the non-controlling interests. The amount was distributed by Cortex to non-controlling interests in two payments of $219 and $226 in February and March 2023, respectively.
3.On June 29, 2023, Cortex declared and distributed a dividend in the total amount of $153 to the non-controlling interests.

-18-

 

NOTE 14:ADDITIONAL INFORMATION REGARDING TO PROFIT AND LOSS ITEMS

Composition:

SCHEDULE OF INFORMATION REGARDING TO PROFIT AND LOSS

A. Research and development expenses:

  2022  2021  2022  2021 
  

For the nine months ended

September 30

  

For the three months ended

September 30

 
  2022  2021  2022  2021 
             
Salaries and related expenses  1,633   1,124   519   327 
Professional services and subcontractors  906   297   282   96 
Share-based compensation $31  $(37) $29  $(3)
Others  387   146   157   51 
Research and development expenses $2,957  $1,530  $987  $471 

-34-

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 14:ADDITIONAL INFORMATION REGARDING TO PROFIT AND LOSS ITEMS (Cont.)

B.Sales and marketing expenses:

  2022  2021  2022  2021 
  

For the nine months ended

September 30

  

For the three months ended

September 30

 
  2022  2021  2022  2021 
             
Salaries and related expenses $1,401  $482  $476  $179 
Share-based compensation  11   (6)  3   - 
Advertising and marketing expenses  363   17   124   7 
Other $78  $91  $25  $29 
Sales and marketing expenses: $1,853  $584  $628  $215 

C.General and administrative expenses:

  2022  2021  2022  2021 
  

For the nine months ended

September 30

  

For the three months ended

September 30

 
  2022  2021  2022  2021 
             
Salaries and related expenses  691   545   243   183 
Professional services  394   279   140   104 
Share-based compensation  (2)  5   -   - 
Other $243  $78  $67  $26 
General and administrative $1,326  $907  $450  $313 

D.Financial expenses, net:

Financial income:

  2022  2021  2022  2021 
  

For the nine months ended

September 30

  

For the three months ended

September 30

 
  2022  2021  2022  2021 
             
Exchange rate differences $124  $45  $55  $103 
Interest income from loan to related party  110   108   39   40 
                 
Financial income $234  $153  $94  $143 

-35-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 14:ADDITIONAL INFORMATION REGARDING TO PROFIT AND LOSS ITEMS (Cont.)

Financial expenses:

  2022  2021  2022  2021 
  

For the nine months ended

September 30

  

For the three months ended

September 30

 
  2022  2021  2022  2021 
             
Bank interest and fees $115  $20  $58  $10 
Interest expense from loans  605   21   240   7 
Exchange rate differences  846   2   86   - 
Other  42   19   11   5 
Financial expenses $1,608  $62  $395  $22 

NOTE 15:LOANS - PARENT COMPANY

A. Loan to Parent Company:

SCHEDULE OF LOAN TO PARENT COMPANY

  

As of

September 30

  

As of

December 31

 
  2022  2021 
         
Loan to Parent Company $7,096  $6,384 

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 (the “Loan”) 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.

During the nine months ended September 30, 2022, and 2021, Gix Media recognized interest income in respect of the Loan in the amount of $110 and $108 respectively.

B. Loan from Parent Company:

SCHEDULE OF LOAN TO PARENT COMPANY

  

As of

September 30

  

As of

December 31

 
  2022  2021 
         
Loan from Parent Company $2,527  $2,116 

The balance with the Parent Company represents certain expenses with respect to the Company’s ongoing operation (mainly salary expenses and other general and administrative expenses) which were financed by the Parent Company (the “Intercompany Balance”).

The Company entered into an agreement with the Parent Company, according to which, effective as of December 31, 2021, the Intercompany Balance was modified into a loan, which may be increased from time to time, upon the written mutual consent between the Company and the Parent Company. The Parent Company loan bears interest at a rate equivalent to the minimal interest rate recognized and attributed by the Israel Tax Authority and will be repaid, together with the accrued interest, in one payment until December 31, 2022, unless extended upon mutual consent of the Company and the Parent Company.

As of September 30, 2022, no amounts were repaid by the Company to the Parent Company.

NOTE 16:MAJOR CUSTOMERS

The following table sets forth the customers that represent 10% or more of the Group’s total revenues in each of the periods presented below:

SCHEDULE OF TOTAL REVENUES

  

For the nine months ended

September 30

  

For the three months ended

September 30

 
  2022  2021  2022  2021 
             
Customer A  26%  98%  19%  97%
  $17,340  $23,337  $4,242  $7,863 
Customer B  18%  -   20%  - 
  $12,240  $-  $4,460  $- 

-36-

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 17:9: 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.

 

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 acquiringobtaining and routing internet user traffic to its customers.

 

Digital content segment- the digital content segment is engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, including Google, Facebook, Yahoo and Apple, by utilizing such content to obtain internet user traffic for its customers.

 

The segments’ results include items that directly serve and/or are used by the segment’s business activity and are directly allocated to the segment. As such they do not include depreciation and amortization expenses for intangible assets created at the time of the purchase of those companies, financing expenses created for loans taken for the purpose of purchasing those companies, and therefore these items are not allocated to the various segments.

 

Segments’sSegments’ assets and liabilities are not reviewed by the CODMGroup’s chief operating decision maker and therefore were not reflected in the segment reporting.

 

A.Segments revenues and operating results:

SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS

  Search segment  Digital content segment  

Adjustments

(See below)

  Total 
  For the six months ended June 30, 2023 
  Search segment  Digital content segment  

Adjustments

(See below)

  Total 
             
Revenues from external customers  10,952   37,064   -   48,016 
Depreciation and amortization  -   -   1,468   1,468 
Segment operating income (loss)  766   1,664   (2,256)  174 
Financial expenses, net  (81)  (46)  (*) (304)  (431)
Segment Income (loss), before income taxes  685   1,618   (2,560)  (257)

 

  

Search segment

  

Digital content segment

  

Adjustments

(See below)

  

Nine months ended September 30, 2022

 
Revenues from external customers  17,600   48,515   -   66,115 
Depreciation and amortization  -   -   2,051   2,051 
                 
Segment operating income  316   3,586   (2,495)  1,407 
Financial expenses, net  99   1   1,274   1,374 
Segment Income (loss), before income taxes  217   3,585   (3,769)  33 
Taxes on income  (91)  393   (239)  63 
Segment net income (loss)  308   3,192   (3,530)  (30)

                 
  For the six months ended June 30, 2022 
  Search segment  Digital content segment  

Adjustments

(See below)

  Total 
             
Revenues from external customers  11,898   31,439   -   43,337 
Depreciation and amortization  -   -   1,315   1,315 
Segment operating income (loss)  169   2,321   (1,510)  980 
Financial (expenses) income, net  (66)  26   (*) (1,033)  (1,073)
Segment Income (loss), before income taxes  103   2,347   (2,543)  (93)

 

-37--19-

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 17:SEGMENT REPOTING (Cont.)

 

  Search segment  Digital content segment  

Adjustments

(See below)

  Three months ended September 30, 2022 
Revenues from external customers  5,702   17,076   -   22,778 
Depreciation and amortization  -   -   736   736 
                 
Segment operating income  147   1,265   (985)  427 
Financial expenses, net  32   27   242   301 
Segment Income (loss), before income taxes  115   1,238   (1,227)  126 
Taxes on income  14   132   (91)  55 
Segment net income (loss)  101   1,106   (1,136)  71 

NOTE 9: SEGMENT REPORTING (Cont.) 

             
  For the three months ended June 30, 2023 
  Search segment  Digital content segment  

Adjustments

(See below)

  Total 
             
Revenues from external customers  5,842   21,312   -   27,154 
Depreciation and amortization  -   -   734   734 
Segment operating income (loss)  535   868   (1,153)  250 
Financial expenses, net  (7)  (83)  (*) (156)  (246)
Segment Income (loss), before income taxes  528   785   (1,309)  4 

             
  For the three months ended June 30, 2022 
  Search segment  Digital content segment  

Adjustments

(See below)

  Total 
             
Revenues from external customers  5862   17,040   -   22,902 
Depreciation and amortization  -   -   729   729 
Segment operating income (loss)  97   1,491   (827)  761 
Financial (expenses) income, net  -   40   (*) (776)  (736)
Segment Income (loss), before income taxes  97   1,531   (1,603)  25 

 

B.Reconciliation between segments operating results to total operating results in financial statements:

SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS

  Nine months ended
September 30
  Three months ended
September 30
 
  2022  2022 
         
Segments total operating results $3,902  $1,412 
Depreciation and amortization expenses not attributable to segments (*) $(2,051) $(736)
General and administrative and other costs not attributable to the segments (**) $(544) $(308)
Finance expenses net, not attributable to the segments (***)  (1,274)  242 
Income (expenses), before income taxes $33  $126 

(*)Mainly consist of technology and customer relations amortization costs from business combinations (see note 7).

(**)Mainly consist of salary and related expenses, professional consulting expenses and other expenses in connection with the business combinations and the Reorganization Transaction.

(***)Mainly consist of financial expenses from the Financing Agreement of bank loans taken for business combinations (see note 10)6).

-20-

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share data)

NOTE 9: SEGMENT REPORTING (Cont.)

The “adjustment” column for segment operating income includes unallocated selling, general, and administrative expenses and certain items which management excludes from segment results when evaluating segment performance, as follows:

SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS

  

For the six
months ended

June 30, 2023

  

For the three
months ended

June 30, 2023

 
       
Depreciation and amortization expenses not attributable to segments (**)  (1,468)  (734)
General and administrative not attributable to the segments (***)  (788)  (419)
   (2,256)  (1,153)

  

For the six
months ended

June 30, 2022

  

For the three
months ended

June 30, 2022

 
       
Depreciation and amortization expenses not attributable to segments (**)  (1,315)  (729)
General and administrative not attributable to the segments (***)  (195)  (98)
   (1,510)  (827)

(**)Mainly consist of technology and customer relations amortization costs from business combinations.
(***)Mainly consist of salary and related expenses and professional consulting expenses.

NOTE 18:10: SUBSEQUENT EVENTS

In October 2022, Cortex distributed a dividend inOn July 20, 2023, the amount of $Company granted 12751,020 restricted share units (the “RSUs”) to the non-controlling interests.new CEO of Gix Media, the subsidiary of the Company, as part of his employment terms, (the “Grantee”) under the following terms and conditions: (1) number of Common Stock underlying the grant of RSUs: 51,020 (2) Vesting Commencement Date: July 1, 2023 (3) vesting schedule: 50% of the RSUs will vest immediately upon the Vesting Commencement Date and the remaining 50% of the RSUs will vest 12 months after the Vesting Commencement Date, 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.

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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 SeptemberJune 30, 20222023 and 2021,2022, and the related statements of statement operation, statement of changes in shareholders’ equity and statements of cash flows for the ninesix and three months then ended, and the related notes thereto contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”).

 

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 short-termcontinued demand of digital advertising as an integral part of corporate marketing and long-term implications caused by our recent cost reduction efforts, including, but not limitedinternal communications plans and the continued growth and acceptance of digital advertising as effective alternatives to our growing inability to securetraditional offline marketing products and maintain customers on the basis of insufficient capital resources;
sustained turnover of key management;service;
  
our history of recurring losses and negativeability to generate enough cash flows from operating activities, significant future commitments and the uncertainty regarding the adequacy offlow to meet our debt obligations or fund our other liquidity to pursue our complete business objectives;needs;
  
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;
  
the impact of the COVID-19 pandemic on our business plan and the global economy;
our ability to adequately protect our intellectual property;
  
our ability to successfully integrate the business of Gix MediaLtd. (“Gix Media”), our wholly owned subsidiary, and Cortex Media Group Ltd. (“Cortex”), our majority owned subsidiary;
  
Subsidiaries’our subsidiaries’ future performance; and
  
entry of new competitors and products, the impact of large and established internet and technology companies and potential technological obsolescence of our products.offered platforms.

 

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 on Form 10-Q, and those contained in section captioned “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 202224, 2023 (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 backgroundBackground

 

Viewbix Inc. (f/k/a Virtual Crypto Technologies, Inc., f/k/a Emerald Medical Applications Corp.) (the “Registrant”, “Viewbix” or the “Company”) is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbix’s operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging (“Video Advertising Platform”). With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video. The Video Advertising Platform measures when a viewer performs a specific action while watching a video and collects and reports the results to the client. However, due to the Company’s failure to meet predetermined sales targets which were set pursuant to the Recapitalization Transaction (as defined below), 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.

-22-

The Company, through its subsidiaries (the “Group”) operate in the field ofGix Media and Cortex, expanded its digital advertising inoperations across two additional main areas of activity:sectors: ad search and digital content. The Group developscontent (the “Search Platform” and marketsthe “Content Platform”, respectively”). Gix Media and Cortex develop and market a variety of technological software solutions that automate, optimize and monetize online campaigns. The Group, through its subsidiary, Cortex Media Group Ltd. (“Cortex”), also creates, edits and markets content in various languages to different target audiences for the purpose of generating advertising revenue onin order to generate revenues from advertisements displayed together with the content, basedwhich are posted on the world’s leadingdigital content, marketing and advertising platforms, such as Google, Facebook, Yahoo, Apple and more. The Group’splatforms. These technological tools enable advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their sites.

 

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Recent Developments

 

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 mergedReorganization Transaction with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc (“Zaxis”).Gix Media Ltd.

 

On March 16, 2015, Zaxis and Emerald Medical Applications Ltd., a private limited liability company (“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. On May 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney as special executor for Emerald Israel.

On January 17, 2018, the Company formed a new wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (“VCT Israel”). On February 22, 2018, the Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. to reflect its new operations and business focus. On January 27, 2020, VCT Israel was sold to a third party for NIS 50,000 ($14,459).

On February 7, 2019,December 5, 2021, the Company entered into a share exchange agreementcertain Agreement and Plan of Merger (the “Recapitalization“Reorganization Transaction”) with Gix Media., an Israeli company and the majority-owned subsidiary of Gix Internet, in the field of MarTech (Marketing Technology) solutions, primarily search and content monetization and Vmedia Merger Sub Ltd., an Israeli company organized under the lawsand wholly-owned subsidiary of the State of IsraelCompany (“Gix” or “parent company”Merger Sub”), pursuant to which, following the Reorganization Transaction, and upon satisfaction of additional closing conditions, Merger Sub will merge with and into Gix assigned, transferredMedia, with Gix Media being the surviving entity and delivered 99.83% of its holdings in Viewbix Ltd., a company organized under the lawswholly-owned subsidiary of the State of Israel (“Viewbix Israel”),Company. Prior to the Company in exchange for sharesclosing of restrictedthe Reorganization Transaction, Gix Media was a majority-owned subsidiary of Gix Internet, which held approximately 58% of the common stock of the Company, par value $0.0001 per share (“Common Stock”) of the Company, which resulted in Viewbix Israel becoming, on a subsidiary of the Company. In connection with the Recapitalization Transaction, effective as of July 26, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc.fully diluted basis.

 

On September 19, 2022, the Company consummated the Reorganization Transaction, (as further described below), which resulted inwas consummated (the “Closing”) and, as a result, all outstanding ordinary shares of Gix Media, Ltd. (“having no par value (the “Gix Media Shares”) were exchanged for shares of the Company’s Common Stock such that Gix Media”) becomingMedia became a wholly owned subsidiary of the Company. Following the Reorganization Transaction, holders of the Gix Media Shares held 90% of the Company’s Common Stock on a fully diluted basis, with Gix Internet holding 76.67% of the Common Stock on a fully diluted basis.

The following diagram illustrates the associated corporate structure of the Company prior to and following the Reorganization Transaction.

Following the closing of the Reorganization Transaction, the Company intendsbegan to incorporateintegrate Gix Media’s technology into its operations while aiming to expand its growth potential in the search and content monetization space. Gix Media’s business operations include both (i) the provision of services to the world’s leading search engines through the development, marketing and distribution of free software to many Internet users, and (ii) editing and marketing of content in different languages to different target markets, for the purpose of monetizing advertisements on digital marketing and advertising platforms.

 

Recent Developments

Appointments of Executive Officers and Director

On September 19, 2022, in connection with the Reorganization Transaction, the Company’s board of directors appointed Mr. Eliyahu Yoresh, Mr. Amitay Weiss and Mr. Liron Carmel as directors of the Company, as representatives of Gix Media.

On June 28, 2022, Mr. Amihay Hadad, the Company’s current chief executive officer, tendered his resignation from his position as chief financial officer, effective June 28, 2022, and concurrent therewith, the Company’s board of directors appointed Mr. Shahar Marom to serve as the Company’s new chief financial officer, effective July 1, 2022.

On June 13, 2022, the Company’s board of directors appointed Mr. Yoram Baumann as a director of the Company and as chairman of the board of directors of the Company.

-40--23-

 

Reorganization Transaction with Gix Media Ltd.

On December 5, 2021, the Company entered into a certain Agreement and Plan of Merger (the “Reorganization Transaction”) with Gix Media, an Israeli company and the majority-owned 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, following the Reorganization Transaction, and upon satisfaction of additional closing conditions, Merger Sub will merge with and into Gix Media, with Gix Media being the surviving entity and a wholly-owned subsidiary of the Company. Prior to the closing of the Reorganization Transaction, Gix Media was a majority-owned subsidiary of Gix, which held approximately 58% of the Common Stock of the Company, on a fully diluted basis.

On September 19, 2022, the Reorganization Transaction, was consummated (the “Closing”) and as a result, all outstanding ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) were exchanged for shares of the Company’s Common Stock. Following the Reorganization Transaction, holders of the Gix Media Shares held 90% of the Company’s Common Stock on a fully diluted basis, with Gix holding 76.67% of the Common Stock on a fully diluted basis.

The following illustrates the corporate structure of the Company prior to and following the Reorganization Transaction.

Following the Reorganization Transaction, the board of directors of the Company consists of six (6) directors, comprised of the three (3) new directors appointed by Gix Media, Eliyahu Yoresh, Amitay Weiss and Liron Carmel, who joined the Company’s three currently serving directors, Yoram Baumann, Amihay Hadad and Alon Dayan.

In connection with the Closing, effective as of August 31, 2022, the Company filedadopted an Amended and Restated Certificate of Incorporation with the Secretary(“Certificate of State of Delaware, effective as of August 31, 2022,Incorporation”), pursuant to which the Company, among other things, effected a reverse stock split of its Common Stock at a ratio of 1-for-28. The foregoing description of the1-for-28 (the “Reverse Split”) and an Amended and Restated CertificateBylaws (“Bylaws”). All descriptions of Incorporation does not purport to be completedour capital stock, including share amounts and is qualifiedper share amounts in its entirety by referencethis Quarterly Report, are presented after giving effect to the full text of the Amended and Restated Certificate of Incorporation, of which was filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 6, 2022 and is incorporated by reference herein.Reverse Split.

 

Additionally, and in connection with the Closing, the Company adopted Amended and Restated Bylaws, a copy of which was filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K and is incorporated by reference herein.

Acquisition of Cortex Media Group Ltd.

 

On October 13, 2021, Gix Media acquired 70% (on a fully diluted basis) of the share capital of Cortex Media Group Ltd. (“Cortex” and the(the “Cortex Acquisition”), respectively), aan Israeli private company operating in the field of online media and advertising. In consideration for the Cortex Acquisition, Gix Media paid NIS 35 million in cash (approximately $11 million), out of which an amount of $0.5 million was deposited in trust for a period of 12 months from the closing date. The Cortex Acquisition also includes the obligation (and right)and right of Gix Media to acquire 30% of Cortex’s share capital in three equal stages,tranches, each at the beginning of the years 2023, 2024 and 2025 (“Remaining Balance Shares”), such that following the completion of the acquisition of all of the Remaining Balance Shares, Gix Media will hold 100% of Cortex’s share capital on a fully diluted basis. On January 23, 2023, Gix Media purchased an additional 10% of Cortex’s share capital.

 

In connection with the Cortex Acquisition, at the closing date,on October 13, 2021, Gix Media entered into a financing agreement with Bank Leumi Le Israel Ltd (“Leumi”), for the provision of a line of credit in the total amount of up to $3.5 million and a long-term loan totaling $6 million, which Gix Media used to finance the Cortex Acquisition (the “Financing Agreement”). On July 25, 2022, Gix Media and Leumi entered into an addendum to the Financing Agreement according to which Leumi will provide Gix Media with a loan of up to $1,500,000 to be withdrawn at the discretion of Gix Media by no later than January 31, 2023 (the “Additional Loan”). The Additional Loan was withdrawn in connection with the purchase of the additional 10% of Cortex’s share capital on January 17, 2023.

 

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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 11 Derech Menachem Begin Street, Ramat Gan, Israel, 5268104 and our telephone number is +972 9-774-1505. Our website address is www.viewbix.com.

Results of Operations

 

Results of Operations During the NineThree Months Ended SeptemberJune 30, 20222023 as Compared to the NineThree Months Ended SeptemberJune 30, 20212022

 

Our revenues were $66,115$27,154 thousand for the ninethree months ended SeptemberJune 30, 2022,2023, compared to $23,874$22,902 thousand during the same period in the prior year.

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Our revenues from Cortex’s Content Platform were $21,312 thousand for the three months ended June 30, 2023, an increase of $4,272 as compared to $17,040 thousand during the same period in the prior year. The reasonreasons for the increase during the three months ended June 30, 2023 are due to: (1) operational growth of the advertising platforms used by Cortex for its reader traffic acquisition process; (2) an increase in the amount of readers exposed to Cortex’s digital content websites (the “Cortex Websites”) as result of the increase in the ninecontent displayed on the Cortex Websites; and (3) the successful increase of digital content published in Spanish, and launch of digital content published in new languages such as Portuguese and German.

Our revenues from Gix Media’s Search Platform were $5,842 thousand for the three months ended SeptemberJune 30, 2022, is due to the Cortex Acquisition on October 13, 2021, therefore, the financial statements of the Company for the nine months ended September 30, 2022, include Cortex’s financial statements2023, a slight decrease as compared to $5,862 thousand during the same period in the prior year which does not include Cortex’s financial statements.year.

 

Our traffic-acquisition and related costs buy expenses were $56,400$24,050 thousand for the ninethree months ended SeptemberJune 30, 2022, as2023, an increase of $4,400 compared to $19,582 thousand during the same period in the prior year. The reason for the increase in the nine months ended September 30, 2022, is due to the inclusion of Cortex’s financial statements.

Our research and development expenses were $2,957 thousand for the nine months ended September 30, 2022, and $1,530 for the nine months ended September 30, 2021. The reason for the increase in the nine months ended September 30, 2022, is due to the inclusion of Cortex’s financial statements.

Our selling and marketing expenses were $1,853 thousand for the nine months ended September 30, 2022, as compared to $584 thousand during the same period in the prior year. The reason for the increase in the nine months ended September 30, 2022 is due to the inclusion of Cortex’s financial statements.

Our general and administrative expenses were $1,326 thousand for the nine months ended September 30, 2022, as compared to $907 thousand during the same period in the prior year. The reason for the increase in the nine months ended September 30, 2022, is due to the inclusion of the Cortex’s financial statements.

Our depreciation and amortization expenses increased to $2,051 thousand for the nine months ended September 30, 2022, as compared to $1,289$19,650 thousand during the same period in the prior year. The reason for the increase in the three months ended SeptemberJune 30, 2022,2023, is thatdue to the Company recorded depreciation and amortization expensesincrease in connection with the Cortex Acquisition on October 13, 2021.Content Platform’s revenues.

 

Our otherresearch and development expenses were $121$717 thousand for the ninethree months ended SeptemberJune 30, 2022,2023, as compared to $26$793 thousand during the nine months ended September 30, 2021. The reason for the increase during the nine months ended September 30, 2022, is an increase in the expenses in connection with the Reorganization Transaction.

Our net financial expenses were $1,374 thousand for the nine months ended September 30, 2022, compared to $91 thousand net financial income during the same period in the prior year. The reason for the increase duringdecrease in the ninethree months ended SeptemberJune 30, 20222023, is mainly due to: (1) financialto the reduction of expenses in connection with the Financing Agreement as part of the Cortex Acquisition on October 13, 2021Search Platform, primarily in salaries and (2) the increase of the USD to NIS exchange rate in the period ended September 30, 2022.technological services.

 

Our taxselling and marketing expenses were $63 thousand for the nine months ended September 30, 2022, as comparedincreased to $41 thousand income tax during the same period in the prior year. The reason for the increase during the nine months ended September 30, 2022 is due to the inclusion of Cortex’s financial statements.

Results of Operations During the Three Months Ended September 30, 2022 as Compared to the Three Months Ended September 30, 2021

Our revenues were $22,778$715 thousand for the three months ended SeptemberJune 30, 2022, compared to $8,079 thousand during the same period in the prior year.

Our traffic-acquisition and related costs were $19,464 thousand for the three months ended September 30, 2022,2023, as compared to $6,738$605 thousand during the same period in the prior year. The reason for the increase in the three months ended SeptemberJune 30, 2022,2023, is due to the inclusionincrease of selling and marketing expenses incurred in connection with the Cortex’s financial statements.increase in the content displayed on the Cortex Websites and an increase primarily in salaries in the Search Platform.

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Our researchgeneral and developmentadministrative expenses were $987increased to $688 thousand for the three months ended SeptemberJune 30, 2022,2023, as compared to $471$329 thousand during the same period in the prior year. The reason for the increase in the three months ended SeptemberJune 30, 20222023, is due to the inclusionincrease in salary and related costs following the Reorganization Transaction with Gix Media on September 19, 2022, which led to the expansion of Cortex’sthe Company’s management team, which included, among other things, the appointment of a chairman in June 2022 and a full-time chief financial statements.officer in July 2022. In addition, during the three months ended June 30, 2023, there was an increase in professional services and consultant costs following the Reorganization Transaction, as compared to the three months ended June 30, 2022.

 

Our sellingdepreciation and marketingamortization expenses increasefor the three months ended June 30, 2023, were $734 thousand as compared to $628$729 thousand during the same period in the prior year.

Our other expenses for the three months ended June 30, 2023 were $0 thousand, compared to $35 thousand during the three months ended June 30, 2022. The decrease in our other expenses during to the three months ended June 30, 2023 is due to expenses incurred during the three months ended June 30, 2022, in connection with the Reorganization Transaction which was consummated on September 19, 2022.

Our net financial expenses were $246 thousand for the three months ended SeptemberJune 30, 2022, as2023, compared to $215$736 thousand net financial expenses during the same period in the prior year. The reason for the increase indecrease during the three months ended SeptemberJune 30, 20222023, is mainly due to the inclusion of Cortex’sdecrease in the financial statements.expenses relating to the USD to NIS exchange rate, as compared to the three months ended June 30, 2022, which was partially offset by the increase in interest expenses related to the Company’s bank loans due to increases in the market’s interest rates during the three months ended June 30, 2023.

 

Our general and administrativeincome tax expenses increased to $450were $87 thousand for the three months ended SeptemberJune 30, 2022,2023, as compared to $313a $23 thousand during the same period in the prior year. The reason for the increase in the three months ended September 30, 2022, is due to the inclusion of Cortex’s financial statements.

Our depreciation and amortization expenses increased to $736 thousand for the three months ended September 30, 2022, as compared to $427 thousand during the same period in the prior year. The reason for the increase in the three months ended September 30, 2022, is that the Company recorded depreciation and amortization expenses in connection with the Cortex Acquisition on October 13, 2021.

Our other expenses were $86 thousand for the three months ended September 30, 2022, compared to $26 thousand during the three months ended September 30, 2021. The reason for the increase during the three months ended September 30, 2022, is the increase in the expenses in connection with the Reorganization Transaction.

Our net financial expenses were $301 thousand for the three months ended September 30, 2022, compared to $121 thousand net financial incometax benefit during the same period in the prior year. The reason for the increase during the three months ended SeptemberJune 30, 2022,2023, is mainly due to financial expenses in connection with the Financing Agreement as part of the Cortex Acquisition on October 13, 2021, and the increase of the USD to NIS exchange rate infact that during the three months ended SeptemberJune 30, 2022.2022, Gix Media recorded a tax benefit from previous years.

Results of Operations During the Six Months Ended June 30, 2023 as Compared to the Six Months Ended June 30, 2023

 

Our tax expensesrevenues were $55$48,016 thousand for the threesix months ended SeptemberJune 30, 2022,2023, compared to $43,337 thousand during the same period in the prior year.

Our revenues from Cortex’s Content Platform were $37,064 thousand for the six months ended June 30, 2023, an increase of $5,625 as compared to $81 income tax$31,439 thousand during the same period in the prior year. The reasons for the increase during the six months ended June 30, 2023 are due to: (1) operational growth of the advertising platforms used by Cortex for its reader traffic acquisition process; (2) an increase in the amount of readers exposed to the Cortex Websites as result of the increase in the content displayed on the Cortex Websites; and (3) the successful increase of digital content published in Spanish, and launch of digital content published in new languages such as Portuguese and German.

-25-

Our revenues from Gix Media’s Search Platform were $10,952 thousand for the six months ended June 30, 2023, a decrease of $946 as compared to $11,898 thousand during the same period in the prior year. The reasons for the decrease during the six months ended June 30, 2023, are due to the decrease in the amount of search referrals conducted by users, provided by Gix Media to search engines, caused primarily by a decrease in the number of searches received from Gix Media’s third party strategic partners, including a significant strategic partner of Gix Media. In response to this decrease, Gix Media expanded its user traffic resources during the six months ended June 30, 2023, by engaging with new strategic partners, which in turn mitigated the scope of the decrease.

Our traffic-acquisition and related costs were $42,031 thousand for the six months ended June 30, 2023, an increase of $4,766 compared to $37,265 thousand during the same period in the prior year. The reason for the changeincrease in the six months ended June 30, 2023, is due to the increase in the Content Platform’s revenues.

Our research and development expenses were $1,513 thousand for the six months ended June 30, 2023, compared to $1,641 thousand during the same period in the prior year. The reason for the decrease in the three months ended SeptemberJune 30, 2022,2023, is due to the inclusionreduction of Cortex’sexpenses in the Search Platform, primarily in salaries and technological services.

Our selling and marketing expenses were $1,438 thousand for the six months ended June 30, 2023, which is an increase of $213 thousand as compared to $1,225 thousand during the same period in the prior year. The increase of selling and marketing expenses during the six months ended June 30, 2023, is due to expenses incurred in connection with the increase in the content displayed on the Cortex Websites and an increase primarily in salaries in the Search Platform.

Our general and administrative expenses were $1,392 thousand for the six months ended June 30, 2023, an increase of $516 as compared to $876 thousand during the same period in the prior year. The reason for the increase in the six months ended June 30, 2023, is due to the increase in salary and related costs following the Reorganization Transaction with Gix Media on September 19, 2022, which led to the expansion of the Company’s management team, which included, among other things, the appointment of a chairman of the board in June 2022 and a full-time chief financial statements.officer in July 2022. In addition, during the six months ended June 30, 2023, there was an increase in professional services and consultant costs following the Reorganization Transaction, as compared to the six months ended June 30, 2022.

Our depreciation and amortization expenses increased to $1,468 thousand for the six months ended June 30, 2023, as compared to $1,315 thousand during the same period in the prior year. The reason for the increase in the six months ended June 30, 2023, is due to reflection of the historical cost and depreciation expenses of all intangible assets as reflected in the consolidated financial statements of Medigus Ltd., due to the Reorganization Transaction on September 19, 2022. As the Company and Gix Media were consolidated both by Gix Internet and 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 (see Note 1b of our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q).

Our other expenses were $0 thousand for the six months ended June 30, 2023, compared to $35 thousand during the six months ended June 30, 2022. The decrease in our other expenses during the six months ended June 30, 2023 is due to expenses incurred during the six months ended June 30, 2023, in connection with the Reorganization Transaction which was consummated on September 19, 2022.

Our net financial expenses were $431 thousand for the six months ended June 30, 2023, compared to $1,073 thousand during the same period in the prior year. The reason for the decrease during the six months ended June 30, 2023, is mainly due to the decrease in financial expenses relating to the USD to NIS exchange rate, as compared to the six months ended June 30, 2022, which was partially offset by the increase in interest expenses related to the Company’s bank loans due to increases in the market’s interest rates during the six months ended June 30, 2023.

Our income tax expenses were $171 thousand for the six months ended June 30, 2023, as compared to $8 thousand during the same period in the prior year. The reason for the increase during the six months ended June 30, 2023, is due to the fact that during the six months ended June 30, 2022, Gix Media recorded a tax benefit from previous years.

 

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Liquidity and Capital Resources

 

As of SeptemberJune 30, 2022,2023, we had current assets of $28,140$26,283 thousand, consisting of $3,609$3,304 thousand in cash and cash equivalents, $223$182 thousand restricted deposits, $16,398$18,415 thousand in accounts receivable, $814$693 thousand in other receivablescurrent assets and $7,096$3,689 thousand in a loan to parent company.our Parent Company.

 

As of SeptemberJune 30, 2022,2023, we had non-current assets of $34,334$32,171 thousand, consisting of $73 thousand in severance pay funds, $62$211 thousand in deferred taxes, $505$442 thousand in operating lease right-of-use assets, $317asset, $272 thousand in property and equipment net, $15,762$13,885 thousand in intangible assets net and $17,615$17,361 thousand in goodwill.

 

As of SeptemberJune 30, 2022,2023, we had $27,126$26,592 thousand in current liabilities consisting of $16,144$17,345 thousand in accounts payable, $1,862 $1,285 thousand in other payables, $6,500$7,879 thousand in short term loanloans and current maturities of long-term loan, $93loans, $83 thousand in operating lease liabilities – short term and $2,527 thousand in loan from parent company.term.

 

As of SeptemberJune 30, 2022,2023, we had $5,687$5,094 thousand in non-current liabilities consisting of $176$3,128 thousand long-term loans, $334 thousand in operating lease liabilities - long term and $1,632 thousand in deferred taxes.

As of December 31, 2022, we had current assets of $29,841 thousand consisting of $4,196 thousand in cash and cash equivalents, $185 thousand restricted deposits, $20,945 thousand in accounts receivable, $973 thousand in other current assets and a $3,542 thousand in loan to our Parent Company.

As of December 31, 2022, we had non-current assets of $33,854 thousand consisting of $52 thousand in severance pay funds, $340 thousand in deferred taxes, $486 thousand in operating lease right-of-use asset, $302 thousand in property and equipment net, $15,313 thousand in intangible assets net and $17,361 thousand in goodwill.

As of December 31, 2022, we had $28,522 thousand in current liabilities consisting of $19,782 thousand in accounts payable, $2,084 thousand in other payables, $6,569 thousand in short term loans and current maturities of long-term loan, $87 thousand in operating lease liabilities – short term.

As of December 31, 2022, we had $5,274 thousand in non-current liabilities consisting of $152 thousand in accrued severance pay, $3,225$2,881 thousand in long-term loan, $433$388 thousand in operating lease liabilities - long term and $1,853 thousand in deferred taxes.

 

As of December 31, 2021, we had current assets of $29,245 thousand consisting of $5,208 thousand in cash and cash equivalents, $16,415 thousand in accounts receivable, $1,004 thousand in other receivables and a $6,384 thousand in loan to the parent company.

As of December 31, 2021, we had non-current assets of $22,016 thousand consisting of $83 thousand in severance pay funds, $133 thousand in deferred taxes, $569 thousand in operating lease right-of-use assets, $334 thousand in property and equipment net, $8,414 thousand in intangible assets, net and $12,483 thousand in goodwill.

As of December 31, 2021, we had $26,769 thousand in current liabilities consisting of $16,676 thousand in accounts payable, $1,386 thousand in other payables, $6,500 thousand in short term loan and current maturities of long-term loan, $91 thousand in operating lease liabilities – short term and $2,116 thousand loan from parent company.

As of December 31, 2021, we had $5,975 thousand in non-current liabilities consisting of $188 thousand in accrued severance pay, $4,270 thousand in long-term loan, $491 thousand in operating lease liabilities - long term and $1,026 thousand in deferred taxes.

We had a negative working capital of $309 thousand compared to positive working capital of $1,014 thousand and $2,476$1,319 thousand as of SeptemberJune 30, 20222023 and December 31, 2021,2022, respectively.

 

During the ninethree months ended SeptemberJune 30, 2022,2023, we had a positive cash flow from operating activities of $2,175$1,003 thousand, which was mainly the result of a $30$83 thousand in net loss, $2,855 thousand from positive adjustments to operating activities, offset by $650 negative changes in assets and liabilities items.

During the nine months ended September 30, 2021, we had positive cash flow from operating activities of $1,564 thousand, which was mainly the result of $88 thousand in net income, $1,174$723 thousand from positive adjustments to operating activities, and $302 thousand$363 thousands from positive changes in assets and liabilities items.

 

During the threesix months ended SeptemberJune 30, 2022,2023, we had positive cash flow from operating activities of $1,577$1,015 thousand, which was mainly the result of $71$428 thousand in net income, $733loss, $1,402 thousand from positive adjustments to operating activities, and $773$41 thousands from positive changes in assets and liabilities items.

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During the three months ended September 30, 2021, we had positive cash flow from operating activities of $522 thousand, which was mainly the result of $91 thousand in net income, $450 thousand from positive adjustments to operating activities offset by $19 negative changes in assets and liabilities items.

 

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.

As of September 30, 2022, the Company has provided several liens under Gix Media’s Financing Agreement with Leumi in connection with the Cortex Acquisition, 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 on behalf of the Company to Leumi Bank; (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.

.

Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: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, 2023, 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.

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According to the Financing Agreement, Gix Media undertook to meet financial covenants over the life of the loans as follows: (1) 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 SeptemberJune 30, 2022,2023, Gix Media is in compliance with the financial covenants in connection with the Financing Agreement.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required for smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of SeptemberJune 30, 2022,2023, the Company’s chief executive officer and chief financial officer, conducted an evaluation (the “Evaluation”) regarding the effectiveness of the Company’s disclosure controls and procedures as(as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act.Act). Based upon the Evaluation, as required by Rules 13a-15 or 15d-15, the Company’s chief executive officer and chief financial officer concluded that, the Company’s disclosure controls and procedures were ineffective as of the end of September 30, 2022, and pursuant to the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) because, the Company’s disclosure controls and procedures were not effective as of certainthe end of June 30, 2023.

The Company’s disclosure controls and procedures were determined to be not effective as of the end of June 30, 2023, as the assets of the acquired businesses, Gix Media and Cortex, which were excluded from management’s assessment of internal control over financial reporting, constitute substantially all the Company’s assets as of June 30, 2023.

General guidance from the SEC staff provides that if a registrant consummates a material weaknesses.purchase business combination during its fiscal year and it is not possible to conduct an assessment of the acquired business’s internal control over financial reporting during the period between the consummation date and the date of management’s assessment, management may exclude the acquired business from management’s report on internal control over financial reporting.

As previously described in our financial statements for the fiscal year ended December 31, 2022, as the Reorganization Transaction was consummated on September 19, 2022, Gix Media, and its subsidiary Cortex, are each determined to be an acquired business for financial reporting purposes. In accordance with the SEC staff guidance, our management excluded Gix Media and Cortex, which each represent an acquired business, from management’s report on internal control over financial reporting as of June 30, 2023.

The financial statements of each of Gix Media and Cortex reflect total assets constituting approximately 99% of the assets of the Company according to the related consolidated financial statements of the Company as of June 30, 2023. Because the assets of Gix Media and Cortex have been excluded from management’s assessment of internal control over financial reporting, and such assets constitute substantially all of the Company’s assets as of June 30, 2023, the Company’s management concluded that, pursuant to the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), the disclosure controls and procedures were not effective as of the end of June 30, 2023.

 

Changes in Internal Control Over Financial Reporting

 

With the inclusion of the financial information of Gix Media beginning in our interim financial statements included in Form 10-Q for the quarterly period ended September 30, 2022, we will be required to implement internal controls over financial reporting with respect to processes and procedures underlying the financial information of Gix Media. Other than the aforesaid, thereThere were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended SeptemberJune 30, 2022,2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Remediation Plan to Remediate the Material Weakness

 

WithDuring the oversight of seniorquarter ended June 30, 2023, our management we commenced the implementation of remediation steps in 2022, including the addition of a new chief financial officer and a controller with significant public company finance and accounting experience and continue to evaluate and implement procedures that will strengthen our internal controls. We have also beguncontinued to implement a SOX compliance project.project designed to assist the Company with effectively complying with the rules contemplated under the Sarbanes-Oxley Act of 2002. While we believe these measures will remediate the material weakness identified and strengthen our internal control over financial reporting, we are required to implement and enhance controls underlying the financial information of Gix Media Ltd.and Cortex as well as have these controls operate and perform for a sufficient period of time to demonstrate that the material weakness is remediated.Company’s disclosure controls and procedures are effective. We are committed to continuing to improve our internal control processes and will continue to diligently review our financial reporting controls and procedures.

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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

WeThere are currently not involvedno pending legal proceedings to which the Company is a party or in which any litigation that we believe could have a material adverse effect on our financial conditiondirector, officer or results of operations, except as set forth below. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officersaffiliate of the Company, threatened againstany owner of record or affectingbeneficially of more than 5% of any class of voting securities of the Company, our common stock, our officers or directors in their capacities as such, in which ansecurity holder is a party adverse decision could haveto the Company or has a material interest adverse effect.to the Company. The Company’s property is not the subject of any pending legal proceedings.

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

(a) The following documents are filed as exhibits to this Quarterly Report or incorporated by reference herein.Report.

 

Exhibit

Number

 Description
3.1Amended and Restated Certificate of Incorporation of Viewbix Inc. (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed with the SEC on September 6, 2022).
3.2Amended and Restated Bylaws of Viewbix Inc. (incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8-K, filed with the SEC on September 20, 2022).
10.1Agreement and Plan of Merger, dated December 5, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed with the SEC on December 6, 2021).
31.1* Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
   
31.2* Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
   
32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
101.INS* Inline XBRL Instance Document
101.INS* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

 

*Filed herewith.
  
**Furnished herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 VIEWBIX INC.
   
 By:/s/ Amihay Hadad
 Name:Amihay Hadad
 Title:Chief Executive Officer
Date: November 22, 2022August 14, 2023 (Principal Executive Officer)

 

 By:/s/ Shahar Marom
 Name:Shahar Marom
 Title:Chief Financial Officer
Date: November 22, 2022August 14, 2023 (Principal Financial and Accounting Officer)

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