UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q/A~~10-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 ~~September~~June 30, ~~2022~~2023

☐ 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 filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

On ~~November 20, 2022,~~August 14, 2023, the Registrant had ~~14,783,964~~14,920,585 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 ~~INC~~INC.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September~~June 30, ~~2022~~2023

CONTENTS

	Page

Interim Condensed Consolidated Balance Sheets (unaudited)	~~4 - 5~~4-5

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 ~~- 9~~9-10

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)	~~10 - 38~~11-21

-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 consolidated~~Interim Condensed Consolidated financial statements.

-4-

VIEWBIX INC.

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

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

As of
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 consolidated~~Interim 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
(*) ~~Retroactively~~Share 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 equivalent~~a number of shares ~~corresponding~~that is equivalent to the ~~combined financial information~~number of shares of the Company ~~and Gix Media Ltd. for all periods preceding~~post the Reorganization Transaction (see note ~~1.c)~~1.B).

The accompanying notes are an integral part of these ~~condensed consolidated~~Interim 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 consolidated~~Interim 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 consolidated~~Interim 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-owned~~wholly owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (“VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies. Effective as of March 7, 2018, the Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. VCT Israel ceased its business operation in 2019 and prior to ~~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’s~~Company 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-owned~~wholly 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 ~~control~~a 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 to~~post the ~~combined financial information of the~~Reorganization 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”), ~~operates~~operate in the field of digital advertising. The Group has two main activities that are reported as separate ~~business~~operating segments: the search segment and the digital content segment.
The search segment develops a variety of technological software solutions, which perform automation, optimization, and monetization of internet campaigns, for the purposes of ~~acquiring~~obtaining and routing internet user traffic to its customers. The search segment activity is ~~operated~~conducted by Gix Media.
The digital content segment is engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, 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 ~~operated~~conducted by Cortex.
As of December 31, 2022, Gix Media ~~holds~~held 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 ~~accounts~~balances 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 ~~Estimates~~estimates

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 ~~disclosure~~liabilities at the date of the consolidated financial statements and the reported amounts of ~~income~~revenue and ~~expense~~expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, ~~income taxes,~~ deferred taxes, ~~share-based~~inventory impairment, stock-based compensation, ~~and leases.~~as well as in estimates used in applying the revenue recognition policy. Actual results ~~could~~may 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 the~~Significant 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 equivalents~~Policies

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 losses~~preparation of these unaudited interim condensed consolidated financial statements are ~~recorded under general and administrative expenses~~identical 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 equipment~~ 33
~~Office furniture and equipment~~ 6-15
~~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 value~~preparation 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 an~~latest 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 relations~~ ~~14.3~~
~~Technology~~ ~~16.7~~-22
~~Internal software~~ 33
~~-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 pronouncements~~Accounting 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 currently~~Management does not ~~expect the adoption of this~~believe that any recently issued, but not yet effective, accounting ~~standard will~~standards, if currently adopted, would have a material ~~impact~~effect on ~~its~~the Group’s condensed consolidated financial ~~statements~~statements.

~~-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 RECEIBALES~~SCHEDULE 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, NET~~On 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 to~~For 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) ~~5.42~~ 4.67
Operating leases weighted average discount rate 3.10 %

~~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 rate 3.10 %

Operating lease expenses amounted to $7751 and $6025 for the ~~nine~~six and three months ended ~~September~~June 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 ~~internal~~internal-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.~~
~~Since~~costs 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 COMBINATION~~LOANS

~~Cortex Acquisition~~A.

~~On October 13, 2021,~~ ~~Gix Media acquired 70% (on a fully diluted basis) of the~~Bank 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 ~~financing~~loan received on January 17, 2023, in the ~~aggregate~~ amount of $~~9.5~~1,500 ~~million, that consists~~to be repaid in 42 monthly payments at an annual interest rate of ~~a line of credit of up to $3.5~~SOFR + 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 equivalents~~			~~775~~
~~Restricted deposits~~			29
~~Trade receivables~~			~~10,662~~
~~Other accounts receivables~~			~~346~~
~~Property and Equipment, net~~			9
~~Goodwill arising from the acquisition~~			~~9,581~~
~~Intangible assets~~			~~6,134~~
~~Total assets~~			~~27,716~~

~~Accounts payables~~			~~8,906~~
~~Short-term loan~~			~~1,500~~
~~Accrued expenses and other current liabilities~~			~~854~~
~~Deferred taxes and taxes payable~~			~~758~~
~~Non-Controlling Interests~~			~~4,709~~
~~Total liabilities~~			~~16,727~~

~~Total acquisition cost~~			~~10,989~~

~~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 cash~~	~~10,989~~
~~Less cash and cash equivalents and restricted deposits received from acquisition of Cortex~~	~~(804~~	)
~~Total net cash paid~~	~~10,185~~

~~-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 ~~Total~~Cortex Credit Line ~~was available for utilization by Cortex until September 24, 2022. The Total Credit Line was~~is determined every month at the level of 70% of Cortex’s customers’ balance. The amounts that ~~were~~are drawn from the ~~Additional~~Cortex 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 and~~April 27, 2023, Leumi ~~entered into an addendum to~~increased the ~~Financing Agreement, according to~~Cortex Credit Line by $1,000, which ~~Leumi will provide Gix Media with a loan~~was 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 be~~was published until end of June 2023 and ~~then will be~~from 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 ~~company~~Company 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 shares~~Shares of Common Stock confer the ~~right~~rights 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 ~~September~~June 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 ~~effect~~affect 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, was~~per 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:

~~After~~In 2017, after the completion of Gix Media’s acquisition by the Parent Company, the Parent Company granted options to Gix Media’s employees. These options entitle the employees to purchase ordinary shares of the Parent Company that ~~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.~~Dividends~~D. Share option plan (Cont.):

~~During~~On March 2, 2023, the ~~nine months ended September 30,2022, Cortex distributed a dividend in~~Board approved the ~~amount~~adoption of $the 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan permits the issuance of up to (i) ~~1,195~~2,500,000 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 total~~any 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 distributed~~date 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 ~~acquiring~~obtaining and routing internet user traffic to its customers.

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

The segments’ results include items that directly serve and/or are used by the segment’s business activity and are directly allocated to the segment. As such they do not include depreciation and amortization expenses for intangible assets created at the time of the purchase of those companies, 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’s~~Segments’ assets and liabilities are not reviewed by the ~~CODM~~Group’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 in~~On July 20, 2023, the ~~amount of $~~Company granted ~~127~~51,020 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.

~~-38-~~-21-

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 ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, and the related statements of statement operation, statement of changes in shareholders’ equity and statements of cash flows for the ~~nine~~six 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-term~~continued 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 limited~~internal communications plans and the continued growth and acceptance of digital advertising as effective alternatives to ~~our growing inability to secure~~traditional 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 negative~~ability to generate enough cash ~~flows from operating activities, significant future commitments and the uncertainty regarding the adequacy of~~flow 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, 2022~~24, 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 ~~background~~Background

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 of~~Gix Media and Cortex, expanded its digital advertising inoperations across two additional main ~~areas of activity:~~sectors: ad search and digital ~~content. The Group develops~~content (the “Search Platform” and ~~markets~~the “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 on~~in order to generate revenues from advertisements displayed together with the content, ~~based~~which are posted on ~~the world’s leading~~digital content, marketing and advertising ~~platforms, such as Google, Facebook, Yahoo, Apple and more. The Group’s~~platforms. These technological tools enable advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their sites.

~~-39-~~

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 agreement~~certain 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 laws~~and wholly-owned subsidiary of the ~~State of Israel~~Company (“~~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, transferred~~Media, with Gix Media being the surviving entity and ~~delivered 99.83% of its holdings in Viewbix Ltd., a company organized under the laws~~wholly-owned subsidiary of the ~~State of Israel (“Viewbix Israel”),~~Company. Prior to the ~~Company in exchange for shares~~closing of ~~restricted~~the 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 in~~was 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”) becoming~~Media 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 ~~intends~~began to ~~incorporate~~integrate 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 ~~filed~~adopted 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 the~~1-for-28 (the “Reverse Split”) and an Amended and Restated ~~Certificate~~Bylaws (“Bylaws”). All descriptions of ~~Incorporation does not purport to be completed~~our capital stock, including share amounts and ~~is qualified~~per share amounts in ~~its entirety by reference~~this 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), a~~an Israeli private company operating in the field of online media and advertising. In consideration for the Cortex Acquisition, Gix Media paid NIS 35 million in cash (approximately $11 million), out of which an amount of $0.5 million was deposited in trust for a period of 12 months from the closing date. The Cortex Acquisition also includes the obligation ~~(and right)~~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.

~~-41-~~

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 ~~Nine~~Three Months Ended ~~September~~June 30, ~~2022~~2023 as Compared to the ~~Nine~~Three Months Ended ~~September~~June 30, ~~2021~~2022

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

-24-

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 ~~reason~~reasons 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 ~~nine~~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.

Our revenues from Gix Media’s Search Platform were $5,842 thousand for the three months ended ~~September~~June 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 statements~~2023, 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 ~~nine~~three months ended ~~September~~June 30, ~~2022, as~~2023, 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 ~~September~~June 30, ~~2022,~~2023, is ~~that~~due to the ~~Company recorded depreciation and amortization expenses~~increase in ~~connection with~~ the ~~Cortex Acquisition on October 13, 2021.~~Content Platform’s revenues.

Our ~~other~~research and development expenses were ~~$121~~$717 thousand for the ~~nine~~three months ended ~~September~~June 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 during~~decrease in the ~~nine~~three months ended ~~September~~June 30, ~~2022~~2023, is ~~mainly~~ due ~~to: (1) financial~~to the reduction of expenses in ~~connection with~~ the ~~Financing Agreement as part of the Cortex Acquisition on October 13, 2021~~Search 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 ~~tax~~selling and marketing expenses ~~were $63 thousand for the nine months ended September 30, 2022, as compared~~increased 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 ~~September~~June 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 ~~September~~June 30, ~~2022,~~2023, is due to the ~~inclusion~~increase 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.

~~-42-~~

Our ~~research~~general and ~~development~~administrative expenses ~~were $987~~increased to $688 thousand for the three months ended ~~September~~June 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 ~~September~~June 30, ~~2022~~2023, is due to the ~~inclusion~~increase in salary and related costs following the Reorganization Transaction with Gix Media on September 19, 2022, which led to the expansion of ~~Cortex’s~~the 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 ~~selling~~depreciation and ~~marketing~~amortization expenses ~~increase~~for 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 ~~September~~June 30, ~~2022, as~~2023, compared to ~~$215~~$736 thousand net financial expenses during the same period in the prior year. The reason for the ~~increase in~~decrease during the three months ended ~~September~~June 30, ~~2022~~2023, is mainly due to the ~~inclusion of Cortex’s~~decrease 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 administrative~~income tax expenses ~~increased to $450~~were $87 thousand for the three months ended ~~September~~June 30, ~~2022,~~2023, as compared to ~~$313~~a $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 income~~tax benefit during the same period in the prior year. The reason for the increase during the three months ended ~~September~~June 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 in~~fact that during the three months ended ~~September~~June 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 expenses~~revenues were ~~$55~~$48,016 thousand for the ~~three~~six months ended ~~September~~June 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 ~~change~~increase 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 ~~September~~June 30, ~~2022,~~2023, is due to the ~~inclusion~~reduction of ~~Cortex’s~~expenses 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.

~~-43-~~-26-

Liquidity and Capital Resources

As of ~~September~~June 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 ~~receivables~~current assets and ~~$7,096~~$3,689 thousand in a loan to ~~parent company.~~our Parent Company.

As of ~~September~~June 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, $317~~asset, $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 ~~September~~June 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 ~~loan~~loans and current maturities of long-term ~~loan, $93~~loans, $83 thousand in operating lease liabilities – short ~~term and $2,527 thousand in loan from parent company.~~term.

As of ~~September~~June 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 ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

During the ~~nine~~three months ended ~~September~~June 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 ~~three~~six months ended ~~September~~June 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, $733~~loss, $1,402 thousand from positive adjustments to operating activities, and ~~$773~~$41 thousands from positive ~~changes in assets and liabilities items.~~

~~-44-~~

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.

-27-

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 ~~September~~June 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 ~~September~~June 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 ~~certain~~the 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 ~~September~~June 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~~

~~With~~During the ~~oversight of senior~~quarter 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.

~~-45-~~-28-

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

WeThere are ~~currently not involved~~no 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 condition~~director, 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 against~~any owner of record or ~~affecting~~beneficially 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 an~~security holder is a party adverse ~~decision could have~~to 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
~~3.1~~		~~Amended and Restated Certificate of Incorporation of Viewbix Inc. (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed with the SEC on September 6, 2022).~~

~~3.2~~		~~Amended and Restated Bylaws of Viewbix Inc. (incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8-K, filed with the SEC on September 20, 2022).~~

~~10.1~~		~~Agreement 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.

~~-46-~~-29-

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, 2022~~August 14, 2023		(Principal Executive Officer)

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

~~-47-~~-30-

	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 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

	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 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

	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			-

	%
~~Computers and peripherals equipment~~		33
~~Office furniture and equipment~~		6-15
~~Leasehold improvements~~		~~(*)~~

	%
~~Customer relations~~		~~14.3~~
~~Technology~~		~~16.7~~-22
~~Internal software~~		33

	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

	As of December 31 2022

Operating leases weighted average remaining lease term (in years)		5.17
Operating leases weighted average discount rate		3.10	%

	^(*)
	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


			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

	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	)

	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

		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

	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		$	-

	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

As of
~~September~~
June 30
~~2022~~ 2023

Operating leases weighted average remaining lease term (in years)

Operating leases weighted average discount rate