Filed 2026-03-27 · Period ending 2025-12-31 · 89,572 words · SEC EDGAR
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# Viewbix Inc. (VBIX) — 10-K **Filed:** 2026-03-27 **Period ending:** 2025-12-31 **Accession:** 0001493152-26-013205 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/797542/000149315226013205/) **Origin leaf:** e42ed9acd59d6d6ac421d4450274718a34c0cb6e18e3f070a50515d39bb6032c **Words:** 89,572 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** For the fiscal year ended December 31, 2025 or **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** Commission file number 000-15746 **VIEWBIX INC.** (Exact Name of Registrant As Specified In Its Charter) | Delaware | | 68-0080601 | | | (State of Incorporation) | | (I.R.S. Employer Identification No.) | | | 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel | | 6971068 | | | (Address of Principal Executive Offices) | | (ZIP Code) | | Registrants 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 | | | Common Stock, par value $0.0001 per share | | VBIX | | The Nasdaq Capital Market | | **Securities registered pursuant to Section 12(g) of the Act: None.** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | 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. Yes No Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the registrants common stock held by non-affiliates of the registrant was $20,800 thousands as of June 30, 2025, based upon the closing price of the common stock, par value $0.0001 per share on that date. As of March 26, 2026, there were 13,336,392 shares of common stock outstanding. **** **** **** | | | | **** **TABLE OF CONTENTS** | Item | | Description | | Page | | | | | | | | | | | | PART I | | | | | | | | | | | | ITEM 1. | | DESCRIPTION OF BUSINESS | | 5 | | | ITEM 1A. | | RISK FACTORS | | 23 | | | ITEM 1B. | | UNRESOLVED STAFF COMMENTS | | 53 | | | ITEM 1C. | | CYBERSECURITY | | 53 | | | ITEM 2. | | PROPERTIES | | 54 | | | ITEM 3. | | LEGAL PROCEEDINGS | | 54 | | | ITEM 4. | | MINE SAFETY DISCLOSURES | | 54 | | | | | | | | | | | | PART II | | | | | | | | | | | | ITEM 5. | | MARKET FOR REGISTRANTS COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY | | 55 | | | ITEM 6. | | [RESERVED] | | 59 | | | ITEM 7. | | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS | | 59 | | | ITEM 7A. | | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK | | 68 | | | ITEM 8. | | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | F-1 | | | ITEM 9. | | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | | 69 | | | ITEM 9A. | | CONTROLS AND PROCEDURES | | 69 | | | ITEM 9B. | | OTHER INFORMATION | | 69 | | | ITEM 9C. | | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | | 69 | | | | | | | | | | | | PART III | | | | | | | | | | | | ITEM 10. | | DIRECTORS EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | | 70 | | | ITEM 11. | | EXECUTIVE COMPENSATION | | 74 | | | ITEM 12. | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | | 78 | | | ITEM 13. | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | | 80 | | | ITEM 14. | | PRINCIPAL ACCOUNTANT FEES AND SERVICES | | 82 | | | | | | | | | | | | PART IV | | | | | | | | | | | | ITEM 15. | | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | | 83 | | | 2 | | **** **PART I** **** **Introduction** **** As used in this Annual Report on Form 10-K (this Annual Report) and unless otherwise indicated, the terms Viewbix, we, us, our, or our Company refer to Viewbix Inc, a Delaware corporation, and its subsidiaries. Unless otherwise specified, all dollar amounts are expressed in United States dollars. References to U.S. dollars and $ are to currency of the United States of America, and references to NIS are to New Israeli Shekels. Unless otherwise indicated, U.S. dollar translations of NIS amounts presented in this Annual Report for the year ended on December 31, 2025 are translated using the rate of NIS 3.19 to $1.00. All information in this Annual Report relating to shares or price per share reflects the 1-for-4 reverse stock split effected by us on March 14, 2025. **Cautionary Statement Regarding Forward-Looking Statements** This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statements in Annual Report on Form 10-K about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as believe, will, expect, anticipate, estimate, intend, plan and would. For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10-K. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include but are not limited to: | | the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of digital advertising as effective alternatives to traditional offline marketing products and service; | | | | | | | | our ability to generate enough cash flow to meet our debt obligations or fund our other liquidity needs, and substantial doubt regarding our ability to continue as a going concern; | | | | | | | | our need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult to obtain and could dilute out shareholders ownership interests; | | | | | | | | our ability to receive credit facility to fund our operations, at favorable terms, or at all; | | | | | | | | our ability to pay our obligations when they become due, including the contemplated debt restructuring program currently under negotiation with our credit and debtholders; | | | | | | | | our subsidiaries future performance, including our ability to instill potential measures to assist Gix Media Ltd. (Gix Media), Metagramm Software Ltd. (Metagramm) and Quantum X Labs Ltd. (Quantum) in mitigating future economic harm; | | | | | | | | entry of new competitors and products, the impact of large and established internet and technology companies and potential technological obsolescence of our offered platforms; and | | | 3 | | | | our ability to maintain the listing of our common stock on the Nasdaq Capital Market; | | | | | | | | changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements and the impact of such policies on us, our customers and suppliers, and the global economic environment; | | | | | | | | the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical and communications challenges, burdens and costs of compliance with foreign laws and political and economic instability in each jurisdiction; | | | | | | | | adverse federal, state and local government regulation, in the United States, Europe or Israel and other foreign jurisdictions; | | | | | | | | political, economic and military conditions in Israel, including the current security situation in Israel, as well as the wars potential impact on our business and operation. | | The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking statements. You should read this Annual Report on Form 10-K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10-K, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this Annual Report on Form 10-K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10-K, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this Annual Report on Form 10-K, and particularly our forward-looking statements, by these cautionary statements. | 4 | | **** **ITEM 1. DESCRIPTION OF BUSINESS** **Corporate Information and History** Viewbix Inc. (the Registrant, Viewbix or 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). Our principal executive offices are located at 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel 6971068. Our website address is https://view-bix.com/ and our telephone number is + 972 9-774-1505. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. We have included our website address in this Annual Report solely for informational purposes. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with the SEC at www.sec.gov. On March 16, 2015, Zaxis and Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel (Emerald Israel) executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Companys wholly-owned subsidiary. Accordingly, on September 14, 2015, the Company changed its name to Emerald Medical Applications Corp. Emerald Israel was engaged in the business of developing Emerald Israels DermaCompare technology and the development, sale and service of imaging solutions utilizing its DermaCompare software for use in derma imaging and analytics for the detection of skin cancer. On January 29, 2018, the Company ceased the DermaCompare operations of its former subsidiary. 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. (the VCT Israel), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (PCs) and/or mobile devices. On February 22, 2018, the Companys 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, the Company entered into a share exchange agreement (the Recapitalization Transaction) with Gix Internet Ltd. (formerly known as Algomizer Ltd.), a company organized under the laws of the State of Israel (Gix Internet or parent company), pursuant to which, Gix Internet assigned, transferred and delivered 99.83% of its 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 restricted common stock of the Company, which resulted in Viewbix Israel becoming a subsidiary of the Company. In connection with the Recapitalization Transaction, effective as of July 26, 2019, the Companys name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc. On March 24, 2025, we entered into a securities exchange agreement with Metagramm and all of the shareholders of Metagramm (the Metagramm Shareholders) pursuant to which we issued to the Metagramm Shareholders an aggregate of 19.99% of our issued and outstanding capital stock on a pro rata and post-closing basis, equal to 1,323,000 shares of our common stock in exchange for 100% of Metagramms issued and outstanding share capital on a fully diluted and post-closing basis, equal to 718,520 Metagramm ordinary shares. The transaction closed on March 24, 2025 and resulted in Metagramm becoming a wholly-owned subsidiary of Viewbix. On November 9, 2025, Gix Media, Cortex Media Group Ltd. (Cortex), and certain founders of Cortex (the Founders) entered into a Share Purchase Agreement (the Cortex Purchase Agreement) with Pro Sportority (Israel) Ltd. (the Pro Sportority), a subsidiary of Minute Media Inc. (the Minute Media). Pursuant to the Cortex Purchase Agreement, Pro Sportority acquired from Gix Media all of the issued and outstanding share capital of Cortex held by Gix Media, constituting 80% of Cortexs issued and outstanding share capital, and, together with similar agreements entered into with the other shareholders of Cortex and the cancellation of all outstanding options, warrants, and other convertible securities of the Cortex, which resulted in Pro Sportority owning 100% of Cortexs issued and outstanding share capital on a fully diluted basis (the Cortex Sale). The Cortex Sale was signed and closed on November 9, 2025. As a result, Cortex became a wholly-owned subsidiary of Pro Sportority and Cortex ceased being a majority-owned direct subsidiary of Gix Media and an indirect subsidiary of Viewbix. | 5 | | On December 15, 2025, we entered into a securities exchange agreement with Quantum and certain of the shareholders of Quantum (the Quantum Shareholders) pursuant to which we agreed to issue to the Quantum Shareholders an aggregate of up to 40.0% of our issued and outstanding capital stock as of December 15, 2025, inclusive of the 800,000 shares of our common stock issuable by us in a private placement offering that we entered into in November 2025 (the Private Placement Shares), consisting of (i) up to 2,666,000 shares of our common stock, representing 19.99% of our issued and outstanding capital stock (the Viewbix Exchange Shares), inclusive of the Private Placement Shares, and (ii) pre-funded warrants to purchase up to 4,447,595 shares of our common stock, representing the balance of up to the 40.0%, as of December 15, 2025, less the Viewbix Exchange Shares, in exchange for up to 100%, but not less than 85%, of Quantums issued and outstanding share capital on a fully diluted and post-closing basis, equal to an amount up to 589,319 of Quantums ordinary shares. The transaction closed on March 4, 2026 and resulted in us acquiring 100% of Quantums issued and outstanding share capital on a fully diluted and post-closing basis and Quantum becoming a majority-owned subsidiary of Viewbix. **Business Overview** Viewbix Inc. (the Registrant, Viewbix or the Company) and its subsidiaries are focused on digital advertising, quantum technology and computing and enterprise artificial intelligence (AI) solutions. Our primary business focus is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbixs 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 Companys failure to meet predetermined sales targets which were set pursuant to the recapitalization transaction with Gix Internet Ltd. in January 2020, the Company determined to reduce its operations and the size of its sales and R&D team in the Digital Advertising Platform. The Company, through its subsidiary, Gix Media Ltd. (Gix Media), is focused on digital advertising operations for ad search (the Search Platform). Gix Media develops and markets a variety of technological software solutions that automate, optimize and monetize online campaigns. These technological tools enable advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their sites. Through the Search Platform, the Company provides services to leading search engines worldwide (Search Engines) by developing, marketing and distributing software products to internet users. The operations and activity on this platform are powered by Gix Media. As of November 2025, in addition to Gix Medias Search Platform, the Company, through a previous majority-owned subsidiary of Gix Media, Cortex, operated a digital content platform, which produced engaging content and marketing material in various languages to various target audiences, in order to generate revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms. Following the Cortex Sale (as defined below), the Company only operates the Search Platform and Cortex is presented as discontinued operations in the Companys audited consolidated financial statements for the years ended December 31, 2025 and 2024. For additional information, see Item 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsRecent DevelopmentsSale of Cortex. The Company, through its wholly-owned subsidiary, Quantum, is focused on developing and promoting quantum algorithms for the transportation, drug discovery and security segments as well as developing quantum-based GPS replacement and quantum atom accuracy solutions. Quantum currently owns and operates six portfolio-companies, each dealing with a different quantum segment and challenge. Quantums proprietary intellectual property portfolio, including an innovative patent in quantum error correction, sub-licensed in collaboration with Ramot, the technology transfer company of Tel Aviv University, addresses critical challenges in noisy intermediate-scale quantum devices by enabling efficient, real-time decoding of surface code errorsreducing computational overhead by up to 50% compared to traditional methods and supporting scalable fault-tolerant quantum computing. | 6 | | The Company, through its wholly-owned subsidiary, Metagramm, is focused on AI and natural language processing (NLP) communication-based solutions. Metagramm specializes in developing advanced writing assistance tools that leverage artificial intelligence, machine learning and natural language processing technologies. Metagramms main product, Bubbl is a writing tool designed to provide personalized and customized text tailored to the users unique expression and can translate various languages into English. Metagramm licenses its products on a subscription basis to businesses and individual customers. **Digital Advertising - Viewbix** ** *Search Platform* Gix Medias Search Platform allows for the referral of user traffic (i.e., searches that are performed by internet users) to Search Engines, such as Yahoo and Bing, where the Search Engines display the ads of their customers. The Search Engines pay Gix Media for the searches that were referred by it, based on the amount of consideration that the Search Engine receives from the advertisers for the user traffic generated, less a certain percentage from the revenues attributed to the Search Engine. Since the customers of Gix Media are the Search Engines, and not the advertisers, Gix Media recognizes revenues for the actual amount received from the Search Engines, and not from the advertisement revenue itself. * The referral of user traffic by Gix Media to the Search Engines is possible after users download Gix Medias products, which are browser add-ons, usually from the browser stores (mostly Google Chrome browsers) and by downloading desktop software products, free of charge, for the Apple operating system (for Mac computers) and for the Microsoft operating system (for PC computers). When downloading Gix Medias products, the users grant permission to Gix Media to refer the searches performed while using Gix Medias products to the Search Engines. Gix Media also provides traffic referral services to Search Engines through the referral of traffic of users who engage search ads generated by Gix Media, or the Search to Search model. These ads are displayed on SERPs Search Engines result pages (SERP) that are purchased by the Company from other Search Engines (such as Yahoo! Bing / Microsoft Ads and Google). When such user clicks on these search ads, Gix Media refers the user to a paid offering from a Search Engine which contains ads that are related to the initial ad made by Gix Media (the Company buys ad space from Search Engines and sell them to other search ads while profiting from the price difference). | 7 | | * *Business Model* The Search Platform is operated through two models, direct and indirect: *Direct Model* Gix Media operates its Search Platform using a direct model whereby it refers searches that are conducted by users of its products, which are thereafter distributed to Search Engines directly by Gix Media. Additionally, through the direct model Gix Media operates its Search to Search model and provides traffic referral services to the Search Engines through the referral of traffic of users who engage search ads generated by Gix Media. The revenues generated by Gix Media from the Search Platform applying this model, constituted approximately 98% and 64% of the total revenues of Gix Media for the fiscal year-ended December 31, 2025 and December 31, 2024, respectively. For the year ended December 31, 2025, through the date of the Cortex Sale, revenues generated by Cortex from the Content Platform are entirely from the direct model. *Indirect Model* Gix Media also operates its Search Platform using an indirect model, whereby it refers searches that are conducted by users of products developed by third party strategic partners (in contrast to users of its own products as conducted through the direct model), which are thereafter distributed to Search Engines by Gix Media. Gix Media engages with strategic partners who have similar products and allow these strategic partners to integrate Gix Medias technological tools into their own products in order to refer searches conducted by resulting users to the customers of Gix Media. Using this model, Gix Media shares revenues received from Search Engines with its strategic partners. The revenues generated by Gix Media from the Search Platform applying this model, constituted approximately 2% and 37% of the total revenues of Gix Media for the fiscal year-ended December 31, 2025 and December 31, 2024, respectively. *Growth Strategy* | | Growth through Mergers and Acquisitions. We continue to identify attractive opportunities, such as our acquisition of Quantum, and examine different options to perform additional acquisitions. We will focus on companies that operate in emerging industries and which present considerable commercial potential. We believe that we can expand our footprint in our industry through mergers and acquisitions, which will also lead to the recruitment of additional human capital thereby supporting existing and new customer needs. | | | | | | | | Expansion of Product Range, Search Platform. In 2026, we intend to focus on the expansion of our product range by the development and distribution of new products in attractive yet related sectors. In particular we intend to focus on new products for the Search to Search model and Indirect Model. | | | | | | | | Expansion of Quantum Business Unit. We are expanding, and intend to continue to expand, our quantum computing initiatives by advancing the development and commercialization of our quantum technologies and related applications. We plan to increase investment in research and development, enhance our technical infrastructure, and broaden our engagement with enterprise, academic and governmental partners to accelerate adoption across targeted industries and verticals. In addition, we expect to pursue strategic collaborations and platform integrations designed to expand market reach, support product deployment and drive technological innovation within the evolving quantum ecosystem. | | | 8 | | ** *Products and Services* *Search Platform* | | Add-ons to internet browser (referral of searches directly and indirectly). Internet users download free browser add-ons, usually from browser stores. These browser add-ons enhance browser capabilities when activated by the user, and offer users services such as file converters, video players, radio players, games, safe internet usage, different designs of backgrounds, different calculators and more. In addition, these add-ons allow us to refer the searches of these users to the customers of the Search Engines. | | | | | | | | Desktop and mobile apps (referral of searches directly and indirectly). Free software products for Apple and PC computers provide users services similar to the add-ons of the internet browsers. After the users download these software products, they grant permission to us to refer the searches performed on these products to the Search Engines. | | | | | | | | Searches to Search (referral of searches directly). The process of referring searches to Search Engines starts with the purchase of search results ads on Search Engines result pages (such as Yahoo!, Bing, Microsoft Ads and Google). The ad will offer the user a link to receive information or content on a certain subject. Users who click these ads will be directed to the result page of the Search Engine that displays relevant content from the Search Engines, based on the search terms related to the search result ad. This process involves acquiring search result ads that appear on Search Engines results pages in response to relevant user queries. The monetization process of the Search to Search activities of Gix Media occurs through advertising on Search Engines, where the generated user traffic is directed to search result ads on other Search Engines result pages, creating a cycle of buying and selling search-based advertisements. of ad buying and selling. | | Stage A: Search result ads purchased by Gix Media are displayed on a Search Engines result page. * | 9 | | | | | Stage B: Search results are displayed to the user after the user clicked the ad content. | | When purchasing these search result ads, we receive assistance from Search Ads, a system that we developed for the purpose of managing the purchase process. These self-designed systems will then find an optimal combination designed to yield maximum profits at a given time in relation to specified variables, such as: the costs of the ad space, the payment that we will receive as a result of user traffic that was referred by our content ads on this ad space, the amount of available user traffic for the different search terms and the click percentage of each such search. In addition, our self-designed system can also stop a purchase and change prices for the purpose of maximizing performance. Search Systems: The technological backbones of our Search Platform involve the following key systems: | | Online campaign management. This system runs various platforms and includes modules for measurement of campaign performance, Business Intelligence (BI) tools, and general management of campaigns for different customers. The system enables optimization and automation of internet campaigns by data and recommendations provided by the BI system. These systems are based on predictive models that were developed by Gix Media. | | | | | | | | Optimization systems. Gix Media developed systems which are used for the optimization of the appearance of the content displayed to users, including landing pages and the creation of landing pages. This system periodically analyzes and assesses the effectiveness of the content displayed to users. These systems extract and analyze data from our intelligence and fraud detection systems and automatically recommend the most effective and efficient content in real- time. | | | | | | | | Fraud detection system. This system detects, through the use of an algorithm, fraud attempts to flood our systems with misinformation, including, for example, misinformation regarding the installation attempts of browser add-ons. | | | | | | | | Proprietary BI system. This system was developed by Gix Media and includes three layers: | | | | (i) | Infrastructure. This layer allows transmission of statistical data regarding various events according to certain criteria and/or requirements set by us, including: performance of online searches, performance of any action on ads, performance of an installation, etc. The infrastructure collects a wide variety of background data on any event and dozens of parameters that are registered and collected (while complying with privacy protection laws that apply to our operations), which allows the performance of business and technical optimizations. | | | | | | | | | (ii) | Data processing and storage. This layer allows us to process the big-data we gather on our platforms and to divide such data into interim tables based on different parameters. This stage is performed daily, by a tool that was developed by Gix Media. Vast amount of data is accumulated on a daily basis, which requires a secure, easy to access storage that can be cost-effectively analyzed thereafter. For this purpose, Gix Media uses a combination of in-house technology and external tools of leading companies, such as Microsoft and Google. | | | | | | | | | (iii) | Data presentation. This layer presents the data to Gix Medias customers in an easy, fast, and convenient manner, while combining other layers of information and integrating statistical models that were developed by Gix Media. The presentation tool that we use is Sisense, a popular BI platform, which is a tool used by leading companies in the industry around the world and ranked highly by the Gartner Company. | | | 10 | | The BI system allows us to have real time control over critical events occurring on our systems by sending alerts directly to our employees with the relevant information, including assistance to customers in purchasing media, reports about malfunctions and the discovery of any irregular online behavior. In addition, the BI system also sends automated reports to us and to our different partners (providers/customers), which present data on a weekly/quarterly/monthly or on a cumulative basis to be used by management and finance departments. | | Data matching with external platforms. This layer receives data from external partners mainly costumers while combining other layers of information from media suppliers and integrating statistical models that were developed by Gix Media. Later on, these enriched data sets are sent back to our suppliers to optimize and accurate or media buying goals so we can lower media cost and increase sale value of purchased ads. This feature is mainly used for the Search to Search model. | | | | | | | | Website Management System. The free software, such as the desktop apps, mobile apps and browser add-ons owned by Gix Media, are marketed in some cases through dedicated websites. This system enables two main functions: | | | | | | | | Management and design of websites, including choosing the types of websites, defining texts, designing, and selecting images. | | | | | | | | Adoption of the website according to the functionality of each free software or browser add-on. | | | | | | | | Landing Page and Companion Information Management System. This system allows for adjustments between a variety of landing pages and companion information for each of Gix Medias products. The adjustments generated by the system vary according to the type of product, regulatory requirements, operating systems, and type of browser. The system supports landing pages for the distribution of browser add-ons and free software for Apple operating systems and for Microsoft operating systems. | | | | | | | | This system consists of two main modules: | | | | | | | | A system for managing and defining various landing pages for different products. In this module, a wide selection of landing page types can be defined, along with defining texts, design, and selecting images. The system includes a collection of logical commands that allow for quick action. | | | | | | | | A landing page submission system which presents the landing page and the relevant companion information with the appropriate functionality for each free software or browser add-on. | | | | | | | | Distribution Management System. This system is an automated management interface based on a collection of logical commands that distributes the traffic routes from internet users to various Search Engines. This system predefines the desired country and the desired portion of traffic to be routed to that country. | | | 11 | | Customers* *Search Platform* As of the date of this Annual Report, the customers of Gix Media in the Search Platform are Search Engines. These Search Engines engage with their customers who are different advertisers, in advertising and promotion agreements. Gix Media engages with Search Engines according to customary industry conditions, through either the direct business model or indirect business model. The average distribution of the revenue sharing between Gix Media and Search Engines is between 70% -80% (in favor of Gix Media). As of December 31, 2025, Gix Media has one major customer, a reputable international Search Engine (Gix Major Customer). Gix Media has generated revenues of approximately $1.2 million from the Gix Major Customer, constituting approximately 81% of the total revenues of Gix Media during the year ended December 31, 2025. Our relationship with this Gix Major Customer originated in 2013 upon the signing of an exclusive cooperation agreement, which is extended from time to time. In March 2020, an extension of the foregoing agreement was signed, whereby the term of the agreement was extended until October 26, 2023, was automatically renewed for an additional one year period until October 26, 2024, and will continue to be automatically renewed for additional one year periods, unless either party gives notice of non-renewal 90 days in advance. *Marketing and Distribution* We have a wide variety of products, and each product requires specific, tailor-made marketing and distribution models. We have advanced BI systems that improve constantly, which assist in distributing different products online, with a goal of maximum customization of the product to the end user. These BI systems were developed in-house by Gix Media. Gix Media also designs and implements an advanced self-service marketing and launch campaigns which market its products directly across the internet, in various languages and countries. To support our sales force, our team participates at industry conferences, invests in public relations, utilizes existing commercial relationships in order to build brand awareness and acquire new customers and creates meetings online and in-person with key industry players. | 12 | | ** *Competition* The competition in the digital advertising market is fierce. There are many players in all areas of the market: both a large number of advertisers and content owners, a large number of software products and algorithms, many advertising platforms and technologies. New players appear frequently in all of these areas. We compete with many companies that offer solutions for advertisers and website owners, including in the pillar of ad search, and with tools that allow internet users to change the default search settings on their browsers. There is a large number of ad search companies that offer services that are similar to those provided by us. Our products compete on limited budgets of advertisers and on an inventory of ad spaces from website owners. Some of our competitors are companies that are considerably bigger than the Company with considerably higher budgets, such as Google, Meta, and Microsoft. Since a major part of the Companys revenues is generated from a supply of searches, the Company also competes with the providers of the Search Engines themselves, such as Google, Microsoft, IAC and Verizon Media. Many of the present and potential competitors of the Company have financial, R&D, analytical systems, production resources and sales and marketing systems that are significantly larger in scope than those of the Company. *Search Platform* As of the date of this Annual Report, there are companies that develop different types of software products which enable, in a partial manner, the performance of some of the actions performed by Gix Medias Search Platform. There is intense competition in the digital advertising market, and Gix Media has many competitors from various fields. As of the date of this Annual Report, the Company cannot estimate its size and positioning compared to its other competitors and its size in the ad search market. Our main competitors in this market include: Ironsource, Perion, FireArc, Spigot, IAC and AOL. *Competition Management* We focus our competition management on developing advanced technological tools and receive updates from time to time regarding new technologies that can be used to gain an advantage against our competitors. We also maintain high-quality and professional human capital with many years of experience in order to maintain a competitive advantage. We act continuously to improve the user experience and improve our distribution methods so that we can reach a higher number of users and continue to keep a critical mass of customers that will allow us to continue and promote its products and tools, and all in conformance to the requirements and the existing and future platforms in the market. *Industry Trends and Seasonality* The digital advertising market is generally not materially affected by seasonality. Nevertheless, there is a seasonality trend reflected during the fourth quarter of each fiscal year that is characterized by a higher volume of activity compared to the average, while the first quarter is characterized by a lower volume of activity compared to the average. In general, advertising campaigns are performed throughout the year in high intensity, and therefore the phenomenon of seasonality is not material in this market. This seasonality stems, among others, from changes in the major advertising budgets, usually towards the end of each quarter, and even more so towards the end of each year. In addition, the last quarter of the year includes many events and dates that lead to an increase in the advertisement budgets and in the volume of online traffic. *Intellectual Property and Other Proprietary Rights* Our commercial success depends, in part, on obtaining and maintaining patent and other intellectual property protection, in the United States and internationally, for the technologies used in our products. We cannot be sure that any of our patents will be commercially useful in protecting our technology. Our commercial success also depends in part on our non-infringement of the patents or proprietary rights of third parties. The patent positions can be highly uncertain and involve complex and evolving legal and factual questions. | 13 | | We also protect our proprietary technology and processes, in part, by confidentiality and invention assignment agreements with our employees, consultants, scientific advisors and other contractors. These agreements may be breached, and we may not have adequate remedies for any breach. We also rely on trade secrets to protect our product candidates. However, our trade secrets may otherwise become known or be independently discovered by competitors. To the extent that our employees, consultants, scientific advisors or other contractors use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. *Product Development* Gix Media focuses its R&D efforts in the Search Platform on improving existing products and their technologies, and on continuing the development and optimization of the inter-organizational systems used in its activity. During the years ended December 31, 2025 and December 31, 2024, the total R&D expenses of the Company in the Search Platform, through Gix Media, were $0.1 million and $0.8 million, respectively. We estimate that during the twelve months following the date of this Annual Report, we will invest a total amount of approximately $4.3 million in R&D expenses in the Quantum business unit, primarily to enhance technologies in this unit as well as our existing services on the Search Platform. *Government Regulation* Our ability, and the ability of other marketing technology companies, to collect, augment, analyze, use, process and share data relies upon the ability to uniquely identify devices across websites and applications, and to collect data about user interactions with those devices for purposes such as serving relevant ads and measuring the effectiveness of ads. The processes used to identify devices are governed by U.S. and foreign laws and regulations and are dependent upon their implementation within the industry ecosystem. Such laws, regulations, and industry standards change frequently, including those relating to the level of consumer notice, consent and/or choice required when a company uses data for certain purposes, including advertising, or employs cookies or other electronic tools to collect data about interactions with users online. Legislators and Regulators around the world have adopted or proposed requirements regarding the collection, use, transfer, security, storage, destruction, and other processing of personal data, and regarding the use of analytic tools, tracking technologies and cookies We may be subject to a number of U.S. federal and state laws and foreign laws and regulations that affect companies conducting business on the internet. The manner in which existing laws and regulations will be applied to the internet in general, and how they will relate to our business in particular remain unclear and subject to change. Accordingly, we cannot be certain how existing laws will be interpreted or how they will evolve in areas such as user privacy, data protection, content, use of cookies, access changes, net neutrality, pricing, advertising, distribution of spam, intellectual property, distribution, protection of minors, consumer protection, taxation and online payment services. For example, in the United States various federal laws have been passed, imposing obligations regarding the processing of personal data. This trend began with the California Consumer Privacy Act (CCPA) which came into force on 1 January 2020. Since then, several US states have passed similar privacy laws regulating the processing of personal data. The most recent data privacy legislation includes the Delaware Personal Data Privacy Act (DPDPA), the Iowa Consumer Data Protection Act (ICDPA), the Nebraska Consumer Data Privacy Act (NCDPA), the New Hampshire Privacy Act (NHPA) and the New Jersey Data Privacy Act (NJDPA), all of which came into effect on January 1, 2025. This laws and others like them create numerous obligations for the businesses and service providers as well as rights for data subjects and individuals. The Digital Millennium Copyright Act (the DMCA), which aims to reduce the liability of online service providers in certain situations if their users engage in copyright infringement, and other federal laws, for example Childrens Online Privacy Protection Rule that restrict online service providers collection of user data on minors as well as distribution of materials deemed harmful to minors. In many respects, these state laws focus on advertising activities, mandating that businesses that engage in certain advertising uses of consumer personal data to offer and honor an opt-out of such activities, including, in some states, through browser or device-based preference signals. These state privacy laws also provide consumers other rights, such as to access, correct or delete their personal data (subject to certain limitations), opt out of certain processing of their personal data, and impose special rules on the collection of data from minors, as well as transparency and data governance obligations. Additionally, various states have in recent years passed laws containing registration and transparency requirements for data brokers and other requirements. Such a wide range of obligations under privacy and related legislation and regulation could increase our potential liability and adversely affect our business. Furthermore, there are also a number of legislative proposals pending before the U.S. Congress and various state legislative bodies concerning various data protection topics, including, privacy, children data, data brokers, which could affect us. Several federal laws such as the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act, the Childrens Online Privacy Protection Act (COPPA) or the Federal Trade Commission (FTC) Act could also be applicable to some of our activities. | 14 | | The interpretation of data protection laws and related laws and regulations, and their application to the internet, is unclear and in a state of flux. There is a risk that these laws may be interpreted and applied in conflicting ways and in a manner that is not consistent with our current data protection or business practices. These complex laws may be implemented, interpreted, or enforced in a non-uniform or inconsistent way across jurisdictions, and we may not be aware of every development that impacts our business. These laws may also require us to make additional changes to our services in order for us or our customers to comply with such legal requirements. It may also increase our potential liability as a result of higher potential penalties for non-compliance and could reduce our ability to gather personal data used in the context of our services. As a consequence of these new laws, our customers could require us to take on more onerous obligations in our contracts and restrict our ability to store, transfer and process personal data. In some cases, it may impact our ability, or our customers ability to, offer our services in certain locations, to deploy our solutions, to reach current and prospective customers, or to derive insights from data globally. Foreign data protection, privacy and other laws and regulations may affect our business, and such laws can be more restrictive than those in the United States. For example, in Israel, the Protection of Privacy Law, 5741-1981 (and the regulations thereunder, together, the Israeli Privacy Protection Law) impose obligations regarding processing, transferring and securing of personal data, such as the requirement to properly notify data subjects, prior to collecting their personal data, regarding the nature and purposes of the collection and use of their personal data and whether the provision of such data is a legal requirement or subject to their free will and consent; the requirement to obtain valid informed consent from data subjects prior to collecting and using their personal data; conditions with respect to transfer of personal data outside Israeli borders; conditions and restrictions regarding the use of any personal data for direct mailing; obligations to meet certain data subject rights (such as access, rectification and deletion right; as well as data security obligations under Privacy Protection Regulations (Data Security) 2017. In addition, in 2023, the Privacy Protection Regulations (Provisions Regarding Information Transferred to Israel from the European Economic Area), 2023 (EU Regulations) were enacted and consequently provide, in certain cases, additional rights to data subjects from the EEA and Israel. Lack of compliance with the Israeli Privacy Protection Law could result in enforcement actions, litigation (including class actions), fines and penalties. Material amendment to the Israeli Privacy Protection Law was approved by the Israeli Parliament in August 2024 and will take effect on August 14, 2025 (Amendment 13). Among other things, Amendment 13 expands the Privacy Protection Authority investigation authority and the monetary sanctions that can be imposed for breach of the Israeli Privacy Protection Law, to substantial amounts that may reach in certain cases millions of NIS. In the European Union, similar data protection rules exist, as well as privacy legislation restricting the use of cookies and similar technologies (for example, the ePrivacy Directive discussed below). According to the General Data Protection Regulation (GDPR), of personal data is only allowed on condition that the data subject has given his or her informed consent, or that a different legal basis for such processing or collection exists and justifies the processing of the personal data in question. Moreover, the GDPR, has a wide territorial scope, as well as a broad definition of personal data which may include geolocation data and online identifiers, the collection and processing of which imposes more stringent legal requirements. Further, the GDPR includes stringent operational, legal and administrative requirements for companies that process personal data and contains significant penalties for non-compliance. These laws and regulations generally define personal data to include location data and online identifiers, which are commonly used and collected parameters in digital advertising and, among other things, impose stringent user consent requirements and permit data subjects to request we discontinue using certain data. In addition, some countries are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services. In addition, new European initiatives have been announced by the European legislators and regulators relating to, or that could impact cybersecurity, e-commerce, non-personal data, copyright, artificial intelligence or cookies and tracking technologies. Notable recent initiatives include the Digital Operational Resilience Act (DORA) applicable as of 17 January 2025 or the Data Act, whose obligations will mostly be applicable from September 2025 onwards. | 15 | | Additionally, in the EU, the EU Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the ePrivacy or Cookie Directive, directs EU member states to ensure that accessing data on an internet users computer, such as through a cookie and other similar technologies, is allowed only if the internet user has been informed about such access, and provided consent. A replacement for the ePrivacy Directive is currently under discussion by EU member states to complement and bring electronic communication services in line with the GDPR and force a harmonized approach across EU member states. Although it remains under debate, the proposed ePrivacy Regulation may further raise the bar for the use of cookies, and the fines and penalties for breach may be significant and could affect our services, business and revenues. We cannot yet determine the impact such future laws, regulations and standards may have on our business. In addition, the U.K.s General Data Protection Regulation (the UK GDPR), imposes robust obligations for the collection, control, use, sharing, disclosure and other processing of personal data and contains documentation and accountability requirements for data protection compliance, as well as similar requirements and obligations as those included in the EU GDPR. Both the EU GDPR and the UK GDPR expose us to similar fines and may subject us to increased compliance risk based on differing, and potentially inconsistent or conflicting interpretation and enforcement by regulators and authorities (particularly, if the laws are amended in the future in divergent ways). Failure to comply with these obligations can result in significant fines and other liability under applicable law. In particular, under the GDPR, fines of up to EUR 20 million (or GBP 17.5 million under the UK GDPR) or up to 4% of the annual global revenue of the noncompliant company, whichever is greater, could be imposed for violations of certain of the GDPRs requirements. The GDPR requirements apply not only to third-party transactions, but also to transfers of data between us and our subsidiaries, including employee data and other forms of company data such as marketing data, CRM data, or candidate data. Data privacy legislation restricts the cross-border transfer of personal data. Specifically, the GDPR, and the U.K. GDPR, generally prohibit the transfer of personal data from the Europe and U.K., to third countries unless the transfer is to an entity established in a country deemed to provide adequate protection (such as Israel or the U.K.) or the parties to the transfer have implemented specific safeguards to protect the transferred personal data, such as the EU or UK Standard Contractual Clauses (SCCs) or a certification under the EU-US Data Privacy Framework (DPF). The European Data Protection Board (EDPB) released a comment on the supplementary measures that companies may use to ensure an EU level of data protection - such as conducting impact assessment for data transfers, which assess the use of SCCs on a case-by-case basis, taking into account the legal regime applicable in the destination country, and in particular applicable surveillance laws and rights of individuals as well as considering additional technical and organizational measures and/or contractual provisions that may be needed to be put in place. On June 4, 2021, the European Commission issued a new set of SCCs under the GDPR for data transfers. These modernized SCCs replace the three sets of SCCs that were adopted under the previous Data Protection Directive 95/46. In addition, on February 2, 2022, the Secretary of State of the U.K. laid before the Parliament the international data transfer agreement (IDTA) and the international data transfer addendum to the European Commissions standard contractual clauses for international data transfers (Addendum), which came into force on March 21, 2022, following Parliamentary approval. Contracts involving data processing which are based on the old EU SCCs and concluded on or before September 21, 2022, continued to provide appropriate safeguards under the U.K. GDPR until March 21, 2024. In some jurisdictions like the EU, UK and Israel, the law and guidance on data transfers is rapidly developing and recent developments will require us to review and may require us to amend or supplement the legal mechanisms by which we make and/or receive personal data transfers. On November 1, 2022, the Digital Markets Act, (the DMA), entered into force and on November 16, 2022, the Digital Services Act (the DSA), followed. For the DSA, most provisions became applicable on February 17, 2024. The DSA and the DMA focus on creating a safer digital space, protecting fundamental rights of all users of digital services, and establishing a level playing field for businesses and consumers with regards to online platforms. As further guidance is issued and interpretation of both the DSA and the DMA evolves, it is difficult to assess the impact of the DSA and DMA on our business or operations, but, to the extent applicable, it may require us to modify our practices and policies and we could incur substantial costs as a result. | 16 | | Because our services are accessible worldwide, certain foreign jurisdictions may claim that we are required to comply with their laws, including in jurisdictions where we have no local entity, employees or infrastructure. Furthermore, new laws and regulations (including privacy and AI) pose additional and new risks, including, without limitation, data privacy and security risks. Threats could include potential data leaks, social engineering attacks, and decision-making based on manipulated information. Growing regulatory requirements for information security and data protection add to the challenge (whether related to privacy or data protection or not, such as those related to AI, data, or digital services). Moreover, attackers may leverage AI and exploit vulnerabilities in AI systems. These laws and regulations result in significant compliance costs and could result in restricting the growth and profitability of the Companys business by impeding the development of new services. The cost of complying with existing or new data privacy or data protection laws and regulations may limit our ability to gather the personal data needed to provide our services. It could negatively impact the use or adoption of our services, reduce overall demand for our services, make it more difficult for us to meet expectations from or commitments to our clients, lead to significant fines, penalties, or liabilities for noncompliance, or impact our reputation, any of which could harm our business. We may incur substantial fines if we violate any laws or regulations relating to the collection or use of personal data. Our actual or alleged failure to comply with applicable privacy or data protection laws, regulations, and policies, or to protect personal data, could result in enforcement actions and significant penalties against us, which could result in negative publicity and costs, subject us to claims or other remedies, and have a material adverse effect on our business, financial condition, and results of operations. See *Item 1.A Risk Factors - Risks Related to Data Protection Regulation*, for further information. **Quantum Technology - Quantum X Labs** **** *Overview* Quantum X Labs is an Israeli multidisciplinary quantum technology hub and IP-centric lab focused on developing foundational and applied innovations across quantum computing, sensing, navigation, and security. Its mission is to research, develop, and own quantum technology intellectual property that addresses major challenges emerging as the quantum revolution scales into commercial and industrial use. Quantum X Labs combines deep academic research with practical engineering to create deployable quantum solutions. Quantum X Labs maintains a portfolio of five dedicated operating subsidiaries, each targeting distinct applications in quantum technology a structure that allows for focused research and development, faster innovation cycles, and clearer path to potential commercialization across markets that range from defense navigation to biomedical computing. Through its multi-subsidiary structure, it simultaneously tackles multiple markets while retaining shared intellectual property and research advantages with an aim to bridge cutting-edge research with real-world impact. Quantum technology generally comprises three principal areas: quantum computing, quantum communication, and quantum sensing. Quantum computing applies principles of quantum mechanics to perform certain computational tasks more efficiently than classical systems and to address problems that are not practically solvable using conventional computing. Quantum communication focuses on the transmission of information using quantum methods and is designed to enhance the security of data exchange. Quantum sensing involves the use of quantum-based systems to measure physical phenomena, such as electromagnetic fields, gravity, and time, with significantly greater sensitivity than traditional sensors. | 17 | | Quantum X Labs benefits from strong ties to leading Israeli academic institutions, which support a multidisciplinary approach combining advanced theoretical research with applied engineering. Members of its team and management have academic backgrounds and research affiliations with institutions, such as Tel Aviv University, Hebrew University of Jerusalem, Technion Israel Institute of Technology, and the Weizmann Institute of Science. These academic connections contribute to its ability to integrate research across mathematics, physics, and computer science, and to translate foundational quantum concepts into practical algorithms, intellectual property, and technology development relevant to next-generation quantum computing platforms. *Strategy* Quantum X Labs model of distinct subsidiaries under one umbrella is designed to: | | | Isolate technical risk: Each quantum domain has unique challenges and development cycles. The portfolio approach mitigates risk by diversifying across applications rather than concentrating in a single technology stack. | | | | Improve potential commercialization velocity: Dedicated operating companies can focus on tailored product roadmaps, partnerships, and market entry strategies, accelerating potential path to market for each line. | | | | Build reusable IP: Core innovations, such as quantum error correction cores, quantum algorithms, and foundational processing toolchains, can be shared across subsidiaries, creating cross-domain synergies. | | | | Enable strategic partnerships: Structuring teams as independent operating entities facilitates collaborations with academic institutions, government labs, and industry partners across different verticals. | | ** *Portfolio Companies and Segments* ** | | Quantum Transportation | | *Focus*: quantum error correction and decoding infrastructure for quantum hardware. Quantum Transportation, a 30%-owned subsidiary of Quantum X Labs, develops tools that help quantum hardware teams accelerate research and choose efficient quantum error correction schemes tailored to their systems. The subsidiary supports labs and smaller companies that lack in-house quantum error correction expertise. Its platform includes simulators and research environments that improve error tolerance and robustness in quantum processors. | | | CliniQuantum | | *Focus*: quantum-enhanced algorithmic platforms for biomedical research and clinical trials. CliniQuantum, a 46%-owned subsidiary of Quantum X Labs, is developing quantum-accelerated computing methods, including a provisional patent filed for quantum-enhanced Markov Chain Monte Carlo (MCMC) sampling to improve complex probability sampling in clinical research. This technology aims to reveal hidden structures in biological and patient data, enabling faster and more efficient clinical trial modeling, personalization of treatment response, and broader insights across high-dimensional biological datasets | | | Quantum Gyro | | ** *Focus*: quantum inertial navigation systems and gyroscope technologies. Quantum Gyro, a 40%-owned subsidiary of Quantum X Labs, focuses on developing chip-scale nuclear magnetic resonance (NMR) gyroscope sensors that detect rotation based on shifts in quantum precession frequencies. These systems aim for ultra-low drift and high stability, crucial for navigation where GPS signals are unavailable or jammed (e.g., subterranean, underwater, or defense environments). | 18 | | | | | QuantumQ Security | | *Focus*: next-generation quantum-based cyber and communication security. QuantumQ Security, a wholly-owned subsidiary of Quantum Gyro, builds quantum-native security technologies that leverage quantum principles to enhance protections for communications, data systems, and critical infrastructure. The subsidiary operates from a foundation of Quantum X Labs error correction IP and broader quantum algorithm knowledge, aiming to strengthen cybersecurity against both classical and future quantum threats. | | | Quantum Atom Accuracy | | *Focus*: high-precision quantum timing and sensing systems. Quantum Atom Accuracy, a wholly-owned subsidiary of Nuclear Quantum, concentrates on quantum-level measurement and timing technologies platforms that push beyond classical limits in precision and stability. While details on products are emerging, this unit contributes to timing, synchronization, and high-resolution measurement capabilities that can be applied in communications, sensing systems, and advanced research | | | Nuclear Quantum | | *Focus*: quantum centric supercomputing for advanced nuclear engineering. Nuclear Quantum, a 40%-owned subsidiary of Quantum X Labs, integrates quantum algorithms into established nuclear engineering workflows to overcome the computational bottlenecks that slow reactor design, licensing, and long term operation. Nuclear Quantum develops quantum ready algorithms and hybrid frameworks that accelerate the core numerical problems inside nuclear simulation and optimization. *Industry Overview and Market Opportunity* According to Markets and Markets, the quantum computing market was valued at $1.3 billion in 2024 and is anticipated to be $ 5.3 billion by 2029, growing at a CAGR of 32.7% from 2024 to 2029. The growth of the quantum computing market is driven by several key factors, most notably the transformative potential of quantum computers to significantly outperform classical systems in specific applications, particularly in computationally intensive tasks such as large-number factorization and accurate simulation of quantum systems. This enhanced capability is driving demand across industries seeking more powerful solutions to complex problems. According to a June 2025 report by McKinsey & Co. titled *The Year of Quantum: From concept to reality in 2025*, the three principal areas of quantum technologyquantum computing, quantum communication, and quantum sensing could together generate up to $97 billion in revenue worldwide by 2035, with quantum computing having the potential to be worth $28 billion to $72 billion, quantum communication having the potential to be worth $11 billion to $15 billion, and quantum sensing having the potential to be worth $7 billion to $10 billion. McKinsey further predicts that by 2040, the total quantum technology market could reach $198 billion. According to a July 2024 report by Boston Consulting Group titled *Quantum Computing On Track to Create Up to $850 Billion of Economic Value By 2040*, quantum computing will create $450 billion to $850 billion of economic value globally, sustaining a $90 billion to $170 billion market for hardware and software providers by 2040. Further, despite a 50% drop in overall tech investments, quantum computing attracted $1.2 billion from venture capitalists in 2023, underscoring continued investor confidence in its future. Governments around the world are also making big investments in the technology, envisioning a future in which quantum computing plays a central role in national security and economic growth. Quantum computing has potential applications across a range of industries are increasingly viewed by governments and industry participants as strategic national assets, comparable in importance to artificial intelligence, semiconductors and space systems. Several governments have made significant long-term public investments to support the development and deployment of quantum technologies, including a 2.5 billion, 10-year National Quantum Strategy announced by the United Kingdom in 2024, the European Unions 1 billion Quantum Flagship program, and multi-billion-dollar national quantum initiatives in the United States, China, Japan and Canada. These initiatives reflect a broad policy view that leadership in quantum technologies is important for national security, secure communications and strategic technological independence. | 19 | | In optimization, quantum algorithms may enable more efficient solutions to complex problems, including supply chain management, financial modeling, and manufacturing processes. In simulation, quantum systems can be used to model molecular and material behavior, which may support research in areas such as drug discovery and materials science. In machine learning, quantum-based techniques may enhance data analysis, pattern recognition, and predictive modeling across sectors including finance, healthcare, and autonomous systems. The quantum computing market is expected to develop over time as a result of continued investment in research and development, collaboration between established technology companies and emerging providers, and ongoing advancements in quantum hardware and software. As the technology matures, quantum computing may enable new computational approaches that are not achievable with classical systems and may support innovation across multiple industries. **** *Key Application Areas* Quantum technologies are expected to impact multiple industry verticals, although many applications remain at early stages of commercialization. ** | | Cybersecurity. Large-scale quantum computers may in the future be capable of breaking widely used public-key encryption systems. As a result, data intercepted today could potentially be decrypted in the future (store now, decrypt later). Governments and enterprises are therefore beginning to transition toward post-quantum cryptography (PQC). The U.S. government has established a target of migrating federal systems to PQC by 2035, which is driving near-term demand for quantum-resistant security solutions, independent of the timeline for practical large-scale quantum computers. | | | | | | | | Navigation and sensing in contested environments. Quantum sensing and inertial navigation technologies enable positioning, navigation and timing without reliance on GPS and may operate in environments subject to jamming or spoofing. These capabilities are viewed as strategically important for defense, space, maritime and critical infrastructure applications, where system resilience and operational continuity are required. | | | | | | | | | Chemistry, materials and energy. Classical computers face limitations in accurately simulating complex quantum systems at scale. Quantum computing has the potential to enable faster discovery of new materials and catalysts, improve battery and energy storage design and reduce research and development timelines and costs. These applications are widely considered among the largest long-term commercial opportunities for quantum computing. | | | | | | | | | Life sciences and pharmaceuticals. Quantum-enhanced computation may improve molecular simulation, accelerate drug discovery and enable more accurate modeling of biological systems. While these applications remain largely experimental, pharmaceutical companies and research institutions are actively exploring pilot use cases. | | | | | | | | | Manufacturing, transportation and supply chains. Optimization problems in logistics, scheduling and production planning can become computationally intensive for classical systems as scale increases. Quantum-based approaches seek to improve efficiency, reduce operational and energy costs and support real-time decision-making in complex systems. | | Despite increasing investment and research activity, many quantum technologies remain at an early stage of technical maturity, and the timing and extent of their commercial adoption remain uncertain. | 20 | | *Intellectual Property* ** Quantum X Labs ability to protect its intellectual property is paramount to our business. Quantum X Labs relies upon a combination of protections afforded to owners of patents, designs, copyrights, trade secrets, and trademarks, along with employee and third-party nondisclosure agreements and other contractual restrictions to establish and protect Quantum X Labs intellectual property rights. In addition, industry know-how and unpatented trade secrets in the fields of research, development and engineering are an important aspect of its business by ensuring that its technology and strategic business assets remain confidential. Quantum X Labs pursues patent protection when it develops a patentable invention and the benefits of obtaining a patent outweigh the risks of making the invention public through patent filings. Quantums Quantum X Labs proprietary intellectual property portfolio includes an innovative patent in quantum error correction, sub-licensed in collaboration with Ramot, the technology transfer company of Tel Aviv University. *Competition* The quantum technology and computing market is highly competitive and rapidly evolving, with participants ranging from large, well-capitalized multinational technology companies, such as IBM, Google, Microsoft, Amazon, and Intel, to emerging startups and academic spin-offs, such as IonQ, Rigetti Computing, D-Wave, PsiQuantum, and Quantinuum. We compete with organizations developing quantum computing hardware, quantum software platforms, and quantum-enabled services, many of which have substantially greater financial, technical, and personnel resources than we do. Competition is primarily based on technological performance, scalability, reliability, intellectual property, ecosystem partnerships, and the ability to attract and retain specialized talent. We also face competition from classical computing solutions that continue to improve and may address certain use cases targeted by quantum technologies. *Government Regulation* Our operations are subject to a variety of laws and regulations in Israel and in other jurisdictions in which we operate or conduct business, including those relating to export controls, data protection and privacy, cybersecurity, intellectual property, employment, and government funding and procurement. In particular, certain quantum technologies may be subject to Israeli export control and defense regulations, as well as U.S. and other foreign export control regimes, which could restrict our ability to collaborate with international partners, share technical information, or commercialize our products in certain markets. We may also be subject to regulations applicable to cryptographic technologies, cloud-based services, and government-sponsored research and development programs. Compliance with these regulatory frameworks may increase our operating costs, require modifications to our business practices, and limit certain commercial opportunities. **Enterprise AI - Metagramm** Metagramm is a specializes in developing advanced writing assistance tools that leverage artificial intelligence, machine learning, and natural language processing technologies. Their flagship product, Bubbl, is an innovative writing tool designed to provide personalized and customized text tailored to the users unique expression. Unlike common AI writing tools that often produce machine-like results, Bubbl offers a more human-like writing experience. It supports various modes, including an interactive re-write floating window mode, interactive inline mode, and a grammar-only mode. Additionally, Bubbl caters to different writing needs with specialized profiles for business, medical, academic, and blogging, each incorporating tailored assistance tools to facilitate the writing process. **Human Capital Management** As of March 26, 2026, we (either directly through Viewbix, or through Gix Media, Metagramm or Quantum) employ 21 full-time employees, part-time employees and consultants. Of these employees or consultants, 2 are employed or engaged by Gix Media, 2 are employed or engaged by Metagramm and 14 are employed or engaged by Quantum, and 3 primarily perform general administrative, business development and financial consulting tasks for Viewbix, Gix Media, Metagramm or Quantum. None of our employees are members of a union or subject to the terms of a collective bargaining agreement. | 21 | | We believe that our future success will depend, in part, on our continued ability to attract, hire and retain qualified personnel. In particular, we depend on the skills, experience and performance of our senior management and customer service and research personnel. We compete for qualified personnel with other ad-tech companies. The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the environmental, health and safety of our employees (EHS). The keys to our EHS success are a workforce that is engaged and a management team who supports and invests in employees wellbeing. We consider our employees to be a key factor to our success and we are focused on attracting and retaining the best employees at all levels of our business. We employ people based on relevant qualifications, demonstrated skills, performance and other job-related factors. We do not tolerate unlawful discrimination related to employment, and strive to ensure that employment decisions related to recruitment, selection, evaluation, compensation, and development, among others, are not influenced by race, color, religion, gender, age, ethnic origin, nationality, sexual orientation, marital status, or disability. We are committed to creating a trusting environment where all ideas are welcomed and employees feel comfortable and empowered to draw on their unique experiences and backgrounds. We consider our relations with our employees to be good. *Employment Agreements* Our non-executive employees are employed under written employment agreements, based on global monthly salary or on an hourly basis. Some employees receive base salaries and commissions contingent on targets based on the position they fill. The terms of employment generally include senior employees insurance or a pension fund, study fund, loss of working capacity insurance, vacation days and recuperation pay. The Company may participate in employees car and mobile phone expenses, under the conditions set out in their individual employment agreements, and also reimburses certain business expenses. The employment agreements are generally for an unlimited period of time and each side is entitled to terminate the agreement with advance notice. Our employment agreements also include an undertaking of confidentiality and non-competition by our employees. The Companys employees employment terms are generally subject to the terms and conditions of the compensation policy of Gix Internet, our parent company. | 22 | | **** **ITEM 1A. RISK FACTORS** *The shares of our common stock are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire amount invested in the common stock. Accordingly, prospective investors should carefully consider, along with other matters referred to herein, the following risk factors in evaluating our business before purchasing any shares of common stock. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this Annual Report before investing in our common stock.* **Summary Risk Factors** Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors immediately following this summary. These risks include, among others, the following: **Risks Associated with Our Business and Industry** | | Our success depends, in part, upon the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of digital advertising as effective alternatives to traditional offline marketing products and services. | | | | | | | | Online platform updates, including operating systems, search engines, browsers and social media might affect our ability to generate revenues, temporarily or permanently. | | | | | | | | Should the providers of internet browsers, advertisement platforms and Search Engines further regulate, constrain or limit our ability to offer digital advertising platforms, or materially change their guidelines, technology or the way they operate, our ability to generate revenue from advertising could be significantly reduced. | | | | | | | | We depend on supply sources to provide us with advertising inventory in order for us to deliver advertising campaigns in a cost-effective manner. | | | | | | | | A significant portion of our revenue is concentrated with one customer. | | | | | | | | Our Search Platform depends heavily upon revenue generated from the material agreement with our Gix Major Customer, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations. | | | | | | | | Reliance upon material suppliers may adversely affect our revenue and operating results. | | | | | | | | We may not be able to generate enough cash flow to meet our debt obligations or fund our other liquidity needs. | | | | | | | | Our success is dependent on the preferences of consumers, internet users and advertisers. | | | | | | | | The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all. | | **Risks Related to our Competition** | | Large and established internet and technology companies, such as Google and Facebook, play a substantial role in the digital advertising market and may significantly impair our ability to operate in this industry. | | | | | | | | The digital advertising market is highly competitive. If we cannot compete effectively in this market, our revenues are likely to decline. | | | | | | | | Our implementation and use of artificial intelligence technologies may not be successful, which may impair our ability to compete effectively, result in reputational harm and have an adverse effect on our business. | | | 23 | | **** **Risks Related to our Intellectual Property** | | If we cannot enforce and protect our intellectual property rights, our business could be adversely affected. | | | | | | | | We may in the future be subject to claims of intellectual property infringement that could adversely affect our business. | | **Risks Related to Data Protection Regulation** | | We may not be able to protect our systems, technology and infrastructure from cyberattacks. | | | | | | | | A failure in our technology infrastructure may adversely affect our business and financial condition and disrupt our customers businesses. | | | | | | | | Our business depends on our ability to collect and use data, and any limitation on the collection and use of this data could significantly diminish the value of our platforms and cause us to lose customers and revenue. | | | | | | | | Regulations, legislation, or self-regulation developments relating to privacy, data collection and protection, e-commerce, and internet advertising, privacy and data collection and protection, and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations, could harm our business and subject us to significant legal liability for non-compliance. | | | | | | | | We rely on third-party Internet, mobile, and other products and services to deliver our mobile and web applications our customers, and any disruption of, or interference with, our use of those services could adversely affect our business, financial condition, results of operations, and customers; and | | | | | | | | As the regulatory framework for artificial intelligence evolves, including with respect to unintentional bias and discrimination, our business, financial condition, and results of operations may be adversely affected. | | **Risks Related to Our Investment in Quantum Computing** **** | | Quantum X Labs is an early-stage company and has a limited operating history, which makes it difficult to forecast its future results of operations. | | | | | | | | Quantum X Labs may not be able to scale its business quickly enough to meet customer and market demand, which could adversely affect its financial condition and results of operations or cause us to fail to execute on its business strategies. | | | | | | | | Quantum X Labs estimates of market opportunity and forecasts of market growth may prove to be inaccurate. | | | | | | | | Even if the market in which Quantum X Labs competes achieves the forecasted growth, its business could fail to grow at similar rates, if at all. | | | | | | | | The quantum computing and networking industry is in its early stages and volatile | | | | | | | | Quantum X Labs is highly dependent on its key employees who have specialized knowledge, and its ability to attract and retain senior management and other key employees is critical to its success. | | | | | | | | If Quantum X Labs is unable to obtain and maintain effective intellectual property rights for its products, Quantum X Labs may not be able to compete effectively in its markets. | | **** | 24 | | **** **Risks Related to Our Common Stock** | | Raising additional capital or the issuance of additional equity securities would cause dilution to our existing shareholders and may affect the rights of existing shareholders or the market price of our ordinary shares. | | | | | | | | The availability of a large number of authorized but unissued shares of common stock may, upon their issuance and sale, lead to dilution of existing stockholders or adversely affect the market. | | | | | | | | If we fail to maintain compliance with the Nasdaq minimum listing requirements, our common stock will be subject to delisting. Our ability to publicly or privately sell equity securities and the liquidity of our common stock could be adversely affected if our common stock delisted. | | | | | | | | Our share price has fluctuated significantly and could continue to fluctuate significantly. | | | | | | | | Delaware law contains provisions that could discourage, delay or prevent a change in control of our Company, prevent attempts to replace or remove current management and reduce the market price of our stock. | | **Risks Related to our Operations in Israel** | | Conditions in Israel, including Israels conflicts with Hamas and other parties in the region, as well as political and economic instability, may impede our ability to operate and harm our financial results. | | | | | | | | Exchange rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings. | | | | | | | | It may be difficult to enforce a judgment of a U.S. court against us, our officers and directors or the Israeli experts named in our reports filed with the SEC in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts. | | **Risks Associated with Our Business and Industry** **Our success depends, in part, upon the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of digital content as effective alternatives to traditional offline marketing products and services.** We provide digital advertising platforms. Our revenues are derived from the sale of our platforms. If the demand for digital advertising does not continue to grow or customers do not embrace our platforms, this could have a material adverse effect on our business and financial condition. Our success also depends, in part, on our ability to compete for a share of available advertising/marketing expenditures as more traditional offline and emerging media companies continue to enter the digital advertising market, as well as on the continued growth and acceptance of digital advertising generally. If for any reason digital advertising is not perceived as effective (relative to traditional advertising), web browsers, software programs and/or other applications that limit or prevent advertising from being displayed become commonplace and/or the industry fails to effectively manage click fraud, the market for digital advertising will be negatively impacted. Any lack of growth in the market for digital advertising could adversely affect our business, financial condition and results of operations. **Online platform updates, including operating systems, search engines, browsers and social media might affect our ability to generate revenues, temporarily or permanently.** We comply with certain guidelines promulgated by online platforms for the use of the respective brands and services. Online platforms may unilaterally update their policies and guidelines, which could, in turn, require modifications to, or prohibit and/or render obsolete certain of our advertising solutions, products, services and practices, which could be costly to address or otherwise have an adverse effect on our business, our financial condition and results of operations. Noncompliance with platforms guidelines, whether by us or by third parties we work with, if not cured, could result in such online platforms suspension of some or all of their services to us, or to the websites of third parties we work with, or the reimbursement of funds paid to us, or the imposition of additional restrictions on our advertising abilities or the termination of certain advertising agreements with our customers. | 25 | | **** **Should the providers of internet browsers, advertisement platforms and Search Engines further regulate, constrain or limit our ability to offer advertising services, or materially change their guidelines, technology or the way they operate, our ability to generate revenue from advertising could be significantly reduced.** As we provide our services through the internet, we are reliant on our ability to work with the different internet browsers, search engines and advertisement platforms. If Microsoft, Google, Apple, Facebook or other companies that provide internet browsers, advertisement platforms and search engines, effectively further restrict, discourage or otherwise hamper companies, like us, from offering or advertising services, this would continue to cause a material adverse effect on our revenue and our financial results. **Large and established internet and technology companies, such as Google, Facebook and Amazon, play a substantial role in the digital advertising market and may significantly harm our ability to operate in this industry.** Google, Facebook and Amazon are substantial players in the digital advertising market and account for a large portion of the digital advertising budgets, along with other smaller players. Such high concentration causes us to be subject to any unilateral changes they may make with respect to advertising on their respective platforms, which may be more lucrative than alternative methods of advertising or partnerships with other publishers that are not subject to such changes. Furthermore, we could have limited ability to respond to, and adjust for, changes implemented by such players. These companies, along with other large and established internet and technology companies, may also leverage their power to make changes to their web browsers, operating systems, platforms, networks or other products or services in a way that impacts the entire digital advertising marketplace. Such changes could affect our revenues as it will be required to make technological changes and business adjustments, which might cause the retirement of certain products and services or changes in their profitability. This, together with other advertisement-blocking technologies incorporated in or compatible with leading internet browsers and operating systems, could impact our advertising business (as well as those of our competitors). These changes could materially impact the way we do business, and if we or our advertisers and third parties we work with are unable to quickly and effectively adjust and provide solutions to those changes, there could be an adverse effect on our revenue and performance. **The use of third-party software solutions for the purpose of blocking ads and / or alerts may cause our business to suffer.** Digital advertising may be blocked by third-party providers. As a result, we may lose both existing and potential new customers and our ability to generate revenue will be negatively impacted. **We depend on supply sources to provide us with advertising inventory in order for us to deliver advertising campaigns in a cost-effective manner.** We rely on a diverse set of publishers including direct publishers, advertising exchange platforms, social networks and other platforms, that aggregate advertising inventory, to provide us with high-quality digital advertising inventory on which we deliver ads, collectively referred to as supply sources. The future growth of our advertising business will depend, in part, on our ability to maintain, expand and further develop successful business relationships in order to increase the network of our supply sources. Our supply sources typically make their advertising inventory available to us on a non-exclusive basis and are not required to provide any minimum amounts of advertising inventory to us or to provide us with a consistent supply of advertising inventory, at any predetermined price or through real time bidding. Supply sources often maintain relationships with various sources of demand that compete with us, and it is easy for supply sources to quickly shift their advertising inventory among these demand sources, or to shift inventory to new demand sources, without notice or accountability. Supply sources may also seek to change the terms at which they offer inventory to us, or they may allocate their advertising inventory to our competitors who offer more favorable economic terms, better solutions and advanced technology. Supply sources may also elect to sell all, or a portion, of their advertising inventory directly to advertisers and agencies, or they may develop their own competitive offerings, which could diminish the demand for our solutions. In addition, significant supply sources within the industry may enter into exclusivity arrangements with our competitors, which could limit our access to a meaningful supply of inventory. As a result of all of these factors, our supply sources may not supply us with sufficient amounts of high-quality digital advertising inventory in order for us to fulfill the demands of our advertising customers. | 26 | | Because of these factors, we seek to expand and diversify our supply sources; nonetheless, if our supply sources terminate or reduce our access to their advertising inventory, increase the price of inventory or place significant restrictions on the sale of their advertising inventory, or if platforms or exchanges terminate our access to them and we are unsuccessful in establishing or maintaining our relationships with supply sources on commercially reasonable terms, we may not be able to replace this with inventory from other supply sources that satisfy our requirements in a timely and cost-effective manner. If any of these happen, our revenue could decline or our cost of acquiring inventory could increase, which, in turn, could lower our operating margins and materially adversely affect our advertising business. **A significant portion of our revenue is concentrated with one customer.** **** With respect to our digital advertising business unit, as of December 31, 2025, Gix Media had one major customer, a reputable international search engine (Gix Major Customer). Gix Media generated revenues of approximately $1.2 million from the Gix Major Customer, constituting approximately 81% of the total revenues of Gix Media during the year ended December 31, 2025. Our relationship with this Gix Major Customer originated in 2013 upon the signing of an exclusive cooperation agreement, which is extended from time to time. In March 2020, an extension of the foregoing agreement was signed, whereby the term of the agreement was extended until October 26, 2023, was automatically renewed for an additional one year period until October 26, 2024, and will continue to be automatically renewed for additional one year periods, unless either party gives notice of non-renewal 90 days in advance. We are highly dependent on the material agreement with the Gix Major Customer. If this material agreement is terminated or substantially amended (not on favorable terms), we would experience a material decrease in our revenue from our digital advertising business unit or the profits it generates and would be forced to seek alternative customers, at less competitive terms or accelerate the business we have with the current search engines. There are few companies in the market that provide internet search and search advertising services with whom we can directly engage with in the same manner which we are engaged with our Gix Major Customer. Such companies are substantially the only participants in western markets, and competitors do not offer as much coverage through sponsored links or searches. We may divert our operations and user traffic to other third-party partners which provide search feed to search engines, however we cannot guarantee that we will be successful. If we fail to quickly locate, negotiate and finalize alternative arrangements or otherwise expedite current operations we have with such alternative search providers, or if we do, but the alternatives do not provide for terms that are as favorable as those currently provided and utilized, we would experience a material reduction in our revenue and, in turn, our business, financial condition and results of operations would be adversely affected. **Our Search Platform depends heavily upon revenue generated from the material agreement with our Gix Major Customer, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations.** We are highly dependent on the material agreement with our Gix Major Customer. If this material agreement is terminated or substantially amended (not on favorable terms), we would experience a material decrease in our revenue from our Search Platform or the profits it generates and would be forced to seek alternative customers, at less competitive terms or accelerate the business we have with the current Search Engines. There are few companies in the market that provide internet search and search advertising services with whom we can directly engage with in the same manner which we are engaged with our Gix Major Customer. Such companies are substantially the only participants in western markets, and competitors do not offer as much coverage through sponsored links or searches. We may divert our operations and user traffic to other third-party partners which provide search feed to Search Engines, however we cannot guarantee that we will be successful. If we fail to quickly locate, negotiate and finalize alternative arrangements or otherwise expedite current operations we have with such alternative search providers, or if we do, but the alternatives do not provide for terms that are as favorable as those currently provided and utilized, we would experience a material reduction in our revenue and, in turn, our business, financial condition and results of operations would be adversely affected. | 27 | | **** **Reliance upon material suppliers may adversely affect our revenue and operating results.** We are dependent on certain material suppliers and service providers for some of the services we render. In certain cases, we rely on a single supplier and/or service provider for the services we offer our customers. In most cases we do not have long term contracts with these suppliers, and even in the cases where we do the contracts include significant qualifications that would make it extremely difficult for us to force the supplier or service provider to provide us with their services, should they choose not to do so. We are therefore subject to the risk that these third-parties we work with will not be able or willing to continue to provide us with services that meet our specifications, quality standards and delivery schedules. Factors that could impact these third parties willingness and ability to continue to provide us with the required services include disruption at or affecting their facilities, such as work stoppages or natural disasters, adverse weather or other conditions that affect their supply, their financial conditions and / or deterioration in our relationships with these third parties. In addition, we cannot be sure that we will be able to provide the services we need on satisfactory terms. Any increase in costs could reduce our revenues and harm our gross margins. In addition, any loss of a material supplier and/or service provider may permanently cause a change in one or more of our services that may not be accepted by our customers or cause us to eliminate that product altogether. **We may not be able to receive credit facility to fund our operations, on favorable terms, or at all.** We generally finance our operations primarily through a combination of cash flow generated from operations and borrowings under our credit facilities, loans, and through credit with our vendors. Our ability to access capital through our existing credit facilities and raise additional capital by expanding our credit facilities on economically favorable terms (including available borrowing line and the rate of interest charged thereunder) or at all, or if we are in violation of our financial covenants in the future and do not receive a waiver, depends on our ability to stay in compliance with the financing agreement. The Financing Agreement poses certain limitations, as explained elsewhere in this Annual Report. In addition, and as a result of the decrease in the Companys revenues, our financial performance has been negatively impacted, which may affect the terms on which we are able to obtain credit facilities and loans. If adequate capital is not available at the time we need it, we may have to curtail future growth or change our expansion plans, which could have a material adverse effect on us. If borrowing under our existing credit facilities is reduced, or otherwise becomes unavailable, or we are unable to arrange substitute financing facilities or other sources of capital, our ability to fund our operations would be impaired, which would have a material adverse effect on our results of operations. **We may be unable to pay our obligations when they become due, including under the Financing Agreement.** We have financed our acquisitions principally through the raising of debt, credit facilities, and our operations through credit with our vendors. Our ability to continue our operations and to pay our obligations, including under the financing agreement and credit facilities (as described elsewhere in this Annual Report), when they become due is contingent upon obtaining additional financing. In addition, during August 2024, we renegotiated the terms of the Financing. If the Company and Gix Media cannot maintain compliance with the terms and covenant of the Financing Agreement, or if we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned operations, and/or consider reductions in personnel costs or other operating costs, in addition to the measures currently contemplated pursuant to the Financing Agreement. | 28 | | **** **Our success is dependent on the preferences of consumers, internet users and advertisers.** Our services rely on the digital devices used by consumers and users. To the extent that users change their consumption habits, or to the extent that traffic does not grow, our activities might decrease and our business operations might be harmed. A change in advertisers preferences could also affect our operations. Advertisers might change their preferences relating to their willingness to work with certain technologies and certain advertising platforms, which might reduce our activities and harm our business operations. **A loss of the services of our technology vendors could adversely affect the execution of our business strategy.** Should some of our technology vendors terminate their relationship with us, our ability to continue the development of some of our platforms could be adversely affected, until such time that we find adequate replacement for these vendors, or until such time that we can continue the development on our own. **The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.** The report of our independent registered public accounting firm on our audited consolidated financial statements for the year ended December 31, 2025, contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our audited consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainty regarding our ability to continue as a going concern. This going concern opinion could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise. Further reports on our consolidated financial statements may include an explanatory paragraph with respect to our ability to continue as a going concern. Until we can generate significant recurring cash flow, we expect to satisfy our future cash needs through debt or equity financing. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. If funds are not available, we may be required to delay or reduce the scope of our operations. **Risks Related to our Competition** **Large and established internet and technology companies, such as Google and Facebook, play a substantial role in the digital advertising market and may significantly impair our ability to operate in this industry.** Google is a substantial player in the digital advertising market along with other players such as Microsoft. In addition, a small number of social network companies, such as Facebook, account for a large portion of digital advertising budgets. The high concentration of power among Google, Facebook and some other large market participants causes us to be subject to any unilateral changes they may make with respect to advertising on their respective platforms, which may be more lucrative than alternative methods of advertising or partnerships with other publishers that are not subject to such changes. Furthermore, we could have limited ability to respond to, and adjust for, changes implemented by large market participants. These companies, along with other large and established Internet and technology companies, may also leverage their power to make changes to their web browsers, operating systems, platforms, networks or other products or services in a way that impacts the entire digital advertising marketplace. If we fail to comply or adopt to such changes, on the same level as our competitors, it may harm our ability to compete effectively in our market and operate in our market. **The digital advertising market is highly competitive. If we cannot compete effectively in this market, our revenues are likely to decline.** We face intense competition in the marketplace. We operate in a dynamic market that is subject to rapid development and introduction of new technologies, products and solutions, changing branding objectives, evolving customer demands and industry guidelines, all of which affect our ability to remain competitive. There are a large number of companies and advertising technology companies that offer products or services similar to ours and that compete with us for finite advertising budgets. There is also a large number of niche companies that are competitive with us, as they provide a subset of the services that we provide. Some of our existing and potential competitors may be better established, benefit from greater name recognition, may offer solutions and technologies that we do not offer or that are more evolved than ours, and may have significantly more financial, technical, sales and marketing resources than we do. In addition, some competitors, particularly those with a larger and more diversified revenue base and a broader offering, may have greater flexibility than we do to compete aggressively on the basis of price and other contract terms as well as respond to market changes. Additionally, companies that do not currently compete with us in this space may change their services to be competitive if there is a revenue opportunity, and new or stronger competitors may emerge through consolidations or acquisitions. If our platforms are not perceived as competitively differentiated or we fail to develop adequately to meet market evolution, we could lose customers and market share or be compelled to reduce our prices and harm our operational results. | 29 | | **** **Our implementation and use of artificial intelligence technologies may not be successful, which may impair our ability to compete effectively, result in reputational harm and have an adverse effect on our business.** We use artificial intelligence technologies throughout our business and are making investments to continuously improve our use of such technologies. As with many technological innovations, there are significant risks and challenges involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of such technologies will always enhance our products or services or be beneficial to our business, including to our efficiency or profitability. In addition, the market for artificial intelligence technologies is rapidly evolving and remains unproven in many industries, including our own. We cannot be sure that the market will continue to grow or that it will grow in ways we anticipate. We are in varying stages of development of our systems which utilize artificial intelligence, and we may not be successful in our ongoing development of these technologies in the face of novel and evolving technical, reputational and market factors. The development, maintenance and operation of our artificial intelligence technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems, undetected defects or errors. We may encounter technical obstacles, and it is possible that we may discover additional problems that may prevent our technologies from operating properly, which could adversely affect our business, customer relationships and reputation. We face significant competition from other companies in our industry in relation to the development and deployment of artificial intelligence technologies. Those other companies may develop artificial intelligence technologies that are similar or superior to ours and/or are more cost-effective and/or quicker to develop and deploy. If we cannot develop, offer or deploy new artificial intelligence technologies as effectively, as quickly and/or as cost-efficiently as our competitors, we could experience a material adverse effect on our operating results of operation, customer relationships and growth. **Risks Related to our Intellectual Property** **If we cannot enforce and protect our intellectual property rights, our business could be adversely affected.** We rely on patents, copyright, trademark, domain name and trade secret laws in the United States and similar laws in other countries, as well as licenses and other agreements with our employees, and other parties, to establish and maintain our intellectual property rights in the technology, products and services used in our operations. These laws and agreements may not guarantee that our intellectual property rights will be protected and our intellectual property rights could be challenged or invalidated. Amendments to or interpretations of U.S. patent laws or new rulings around U.S. patent laws may adversely impact our ability to protect our new technologies, content, products and services and to defend against claims of patent infringement. In addition, such intellectual property rights may not be sufficient to permit us to take advantage of current industry trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of offerings, decreased traffic and associated revenue or otherwise adversely affect our business. | 30 | | **** **We may in the future be subject to claims of intellectual property infringement that could adversely affect our business.** Many companies (including patent holding companies) and individuals own patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we develop and offer our platforms through various distribution channels we may experience an increase in the number of intellectual property claims against us. These claims, whether meritorious or not, may result in litigation, may be time-consuming and costly to resolve, and may require expensive changes in our methods of doing business. These intellectual property infringement claims may require us to enter into royalty or licensing agreements on unfavorable terms or to incur substantial monetary liability. Additionally, these claims may result in us being enjoined preliminarily or permanently from further use of certain intellectual property or may require us to cease or significantly alter certain of our operations. Some of our commercial agreements may require us to indemnify third parties against intellectual property infringement claims, which may require us to use substantial resources to defend against or settle such claims or, potentially, to pay damages. These third parties may also discontinue the use of our platforms, as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact our business. Additionally, we may be exposed to liability or substantially increased costs if a commercial partner does not honor its contractual obligation to indemnify us for intellectual property infringement claims made by third parties or if any amounts received are not adequate to cover our liabilities or the costs associated with defense of such claims. The occurrence of any of these events could adversely affect our business. **Patent terms may be inadequate to protect our competitive position for an adequate amount of time.** Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional or international patent application filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering our products are obtained, once the patent life has expired, we may be open to competition from competitive products, including generics. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours. **Risks Related to Data Protection Regulation** **We may not be able to protect our systems, technology and infrastructure from cyberattacks.** We rely on information technology systems to operate and manage our business and to process, maintain, and safeguard information, including information related to our customers, partners, and personnel. This information is stored and managed within our internal information technology infrastructure or, in certain instances, on platforms maintained by third-party service providers. These systems, whether operated internally or externally, may be subject to attacks by perpetrators of malicious technology-related events, such as the use of botnets, malware or other destructive or disruptive software, distributed denial of service attacks, phishing, attempts to misappropriate user information and other similar malicious activities. The incidence of events of this nature (or any combination thereof) is on the rise worldwide. Since the beginning of the war between Israel and Hamas which began on October 7, 2023, Israeli and Israeli associated companies have become more frequently the target of cyberattacks. As such, the risk of a cyberattack against our platforms may become heightened. While we continuously develop and maintain systems designed to detect and prevent events of this nature from impacting our platforms, we have invested and continue to invest heavily in these efforts. These efforts are costly and require ongoing monitoring and updating as technologies change and efforts to overcome preventative security measures become more sophisticated. Any event of this nature that we experience could damage our systems, technology and infrastructure, prevent us from providing our services, compromise the integrity of our services, damage our reputation and/or be costly to remedy, as well as subject us to investigations by regulatory authorities, fines and/or litigation that could result in liability to third parties. | 31 | | **** **A failure in our technology infrastructure may adversely affect our business and financial condition and disrupt our customers businesses.** We utilize Cloud servers, which are not immune to failures and is not without substantial risk, particularly at a time when businesses of almost every kind are finding themselves subject to an ever-expanding range of privacy, data collection and processing and cybersecurity laws and regulations, document retention requirements, and other standards of accountability. Such failures and risks, if materialized, could affect our activities, including its ad space-purchasing and processing capabilities. **Our business depends on our ability to collect and use data, and any limitation on the collection and use of this data could significantly diminish the value of our platforms and cause us to lose customers and revenue.** Our services receive, collect, store, analyze, process, transfer and use certain data about the identification of devices across websites and applications and user interactions with those devices for various purposes for our Search and Digital Platform, such as serving relevant ads and measuring the effectiveness of ads. Our ability to access and utilize such data is crucial to the success of our business and operations. Such ability to either collect or use data could be restricted by new laws or regulations. We are subject to numerous federal, state, local, and international laws, directives and regulations regarding privacy, data protection, and data security and the collection, storing, sharing, processing, transferring, disclosure requirements and protection of personal data. The scope of these regulations is changing, subject to differing interpretations, and may be inconsistent among jurisdictions or conflict with other legal and regulatory requirements. For example, we collect, use, maintain and otherwise process certain data about our customers (including, without limitation, customers clients or users), partners, candidates and employees, consultants, vendors and service providers, leads and consumers. Our ability to collect, use, maintain or otherwise process personal data has been, and could be further restricted by existing and new laws and regulations relating to privacy and data collection and protection. These laws and regulations generally define personal data to include location data and online identifiers, which are commonly used and collected parameters in digital advertising and, among other things, impose stringent user consent requirements and permit data subjects to request we discontinue using certain data. In addition, some countries are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services. European supervisory authorities have been very active in terms of enforcing data protection rules, including with respect to cookie-related matters. Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target individuals, may lead to broader restrictions and impairments on our business activities, may negatively impact our efforts to understand users, and, as a result of us being able to process less data, make our automated decisioning process less accurate. For example, we may need to adapt our advertising solution to a cookie-less environment and introduce alternative solutions which may not provide the targeting capabilities provided by cookies Recent state privacy laws and regulations issued pursuant to those laws address and expand on requirements for honoring browser-based or similar technical signals for consumers to opt out of the sale and the use of personal data for targeted advertising purposes. If use of the Global Privacy Control or similar signals is adopted by many Internet users or if such a standard is imposed by even more states or by federal or foreign legislation or is agreed upon by standard setting groups, we may have to change our business practices, our clients may reduce their use of our platform and related offerings, and our business, financial condition and results of operations could be adversely affected. In addition, we may be required to implement physical, administrative and technological security measures that differ from those we have now, such as different data access controls or encryption technology. Any limitation on our ability to collect and utilize data, including personal data, would make it more difficult for us to be able to optimize ad placement for the benefit of our advertisers and publishers, which could render our solutions less valuable and potentially result in loss of clients and a decline in revenue. **Regulations, legislation, or self-regulation developments relating to privacy, data collection and protection and internet advertising, and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations, could harm our business and subject us to significant legal liability for non-compliance.** The regulatory framework for privacy, data protection and data security worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that actual or alleged obligations may be interpreted and applied in a manner that we do not anticipate or that is inconsistent from one jurisdiction to another and may conflict with other legal obligations or with our practices. Further, any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security or disclosure of data, or their interpretation, or any changes regarding the manner in which the consent of users or other data subjects for the collection, use, retention or disclosure of such data must be obtained, could increase our costs and require us to modify our services and features, possibly in a material manner, which we may be unable to complete, and may limit our ability to store and process user data or develop new services and features. | 32 | | If we were found in violation of any applicable laws or regulations relating to privacy, data protection or security, our business may be materially and adversely affected and we would likely have to change our business practices and potentially the services and features available. In addition, these laws and regulations could impose significant costs on us and could constrain our ability to use and process data in manners that may be commercially desirable. In addition, if a breach of data security were to occur or to be alleged to have occurred, if any violation of laws and regulations relating to privacy, data protection or data security were to be alleged, or if we had any actual or alleged defect in our safeguards or practices relating to privacy, data protection, or data security, our solutions may be perceived as less desirable and our business, prospects, financial condition and results of operations could be materially and adversely affected, which could be costly and cause reputational harm. Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection or data security may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, other obligations and policies that are applicable to the businesses of our users may limit the adoption and use of and reduce the overall demand for our services. Additionally, if third parties we work with violate applicable laws, regulations or contractual obligations, such violations may put our users data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us and otherwise materially and adversely affect our reputation and business. Further, public scrutiny of, or complaints about, technology companies or their data handling or data protection practices, even if unrelated to our business, industry or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks. It is possible that these laws and regulations may be interpreted and applied in a manner that is inconsistent with our data collection, use, preservation and other processing practices or that it may be argued that our practices do not comply with certain countries privacy and data collection and protection laws and regulations. Due to rapid changes in technology and the inconsistent interpretations of privacy and data collection and protection laws and regulations, we may be required to materially change the way we conduct business. The challenges imposed by the ongoing need to remain compliant with such laws and regulations, as well the need to implement any changes required based on newly introduced laws and regulations, may slow our growth, and if we are not able to cope with these challenges as effectively as other companies, we will be competitively disadvantaged. Compliance with such existing and new laws and regulations can be costly and can delay, or impede the development of new services, any and failure or perceived failure to comply with such laws and regulations could result in negative publicity, increase our operating costs, require significant management time and attention and subject us to inquiries or investigations, litigation (including class actions), claims, or other remedies, including penalties, fines, sanctions and criminal and civil liabilities, or demands or orders that we modify or cease existing business practices, each of which could materially affect our operating results and our business. Moreover, concerns about our collection, use, sharing, handling and other processing of data or other privacy related matters, even if unfounded, could harm our reputation and operating results. **We rely on third-party Internet, mobile, and other products and services to deliver our mobile and web applications to users, and any disruption of, or interference with, our use of those services could adversely affect our business, financial condition, results of operations, and customers.** Our services continuing and uninterrupted performance is critical to our success. Our services are dependent on the performance and reliability of internet, mobile, and other infrastructure services that are not under our control. For example, we currently host our services and support our operations using a third-party provider of cloud infrastructure services. While we have engaged reputable vendors to provide these products or services, we do not have control over the operations of the facilities or systems used by our third-party providers. These facilities and systems may be vulnerable to damage or interruption from natural disasters, cybersecurity attacks, human error, terrorist attacks, power outages, pandemics, and similar events or acts of misconduct. In addition, any changes in one of our third-party service providers service levels may adversely affect our ability to meet the requirements of our customers. | 33 | | While we believe we have implemented reasonable backup and disaster recovery plans, we expect that in the future we may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, capacity constraints, or external factors beyond our control. Sustained or repeated system failures would reduce the attractiveness of our platforms and services. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand our platforms and service offerings. Any negative publicity or user dissatisfaction arising from these disruptions could harm our reputation and brand, may adversely affect the usage of our offerings, and could harm our business, financial condition and results of operation. **As the regulatory framework for artificial intelligence evolves, including with respect to unintentional bias and discrimination, our business, financial condition, and results of operations may be adversely affected.** Our business increasingly relies on artificial intelligence technologies. The legislative and regulatory framework for this technology is rapidly evolving, and we may not always be able to anticipate how to respond to these laws or regulations. Many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations governing the use of such technologies. There is also an increase in litigation in a number of jurisdictions, including the United States, relating to the development, security and use of artificial intelligence. For example, on May 17, 2024, Colorado enacted the Colorado AI Act. The Colorado AI Act creates duties for developers and for those that deploy AI. There is a specific focus on bias and discrimination. The Act will go into effect on February 1, 2026. Federal artificial intelligence legislation has also been introduced in the U.S. Senate. Such additional regulations may impact our ability to develop, use and commercialize artificial intelligence and machine learning technologies in the future. Furthermore, in October 2023, President Biden issued the Executive Order on Safe, Secure and Trustworthy Artificial Intelligence (The Order) with the goal of promoting the safe, secure, and trustworthy development and use of artificial intelligence in the United States. The Order established certain new standards for the training, testing and cybersecurity of sophisticated artificial intelligence models, and instructed other federal agencies to promulgate additional regulations. Even though The Order was rescinded by President Trump on January 20, 2025, it may still indicate a trend towards federal AI regulation, which could increase our potential liability and adversely affect our business. The most comprehensive legislation passed in the area of AI in the European Union is the EU Artificial Intelligence Act (the EU AI Act), effective from February 2, 2025, with different provisions becoming gradually applicable on different dates. The EU AI Act contains a list of prohibited practices, classifies certain AI systems as high risk, depending on the level of risk they pose, includes transparency obligations for providers and deployers of certain AI systems, and includes obligations and requirements around general-purpose AI models and general-purpose AI systems. For example, fines for noncompliance include fines of the higher of 35,000,000 or up to 7 percent of a companys total worldwide annual turnover for non-compliance with prohibited AI practices, or the higher of 7,500,000 or up to 1 percent of a companys total worldwide annual turnover for the supply of incorrect, incomplete, or misleading information to notified bodies and national competent authorities in certain contexts. Noncompliance with the EU AI ACT could also result in other consequences such as loss of business opportunities or reputational damage. It is possible that the adoption of new laws and regulations in other jurisdictions, or the interpretation of existing laws and regulations, may affect the operation of our platforms and services and the way in which we use artificial intelligence, including with respect to how we train our models, unintentional bias and discrimination. Failure to comply with such laws or regulations could subject us to legal or regulatory liability. Further, the cost of complying with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations. | 34 | | **** **Risks Related to Our Investment in Quantum Computing** ** *Risks Related to Quantum X Labs Status as an Early-Stage Company* **** **Quantum X Labs is an early-stage company and has a limited operating history, which makes it difficult to forecast its future results of operations.** Quantum X Labs was incorporated in January 2025. As a result of Quantum X Labs limited operating history, its ability to accurately forecast its future results of operations is limited and subject to a number of uncertainties, including its ability to plan for and model its future growth. Quantum X Labs ability to generate revenues will be dependent on its ability to use and leverage a quantum computers with increasing numbers of algorithmic qubits and to connect those quantum computers via quantum networks. The development of its scalable business model will likely require the incurrence of a substantially higher level of costs than incurred to date, while its revenues will not substantially increase until more powerful, scalable computers are produced, which requires a number of technological advancements that may not occur on the currently anticipated timetable or at all. Quantum X Labs has also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If its assumptions regarding these risks and uncertainties and its future growth are incorrect or change, or if Quantum X Labs does not address these risks successfully, its operating and financial results could differ materially from its expectations, and its business could suffer. Quantum X Labs success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years and decade. There is no certainty these research and development milestones will be achieved as quickly as expected, or even at all. **** **Quantum X Labs may not be able to scale its business quickly enough to meet customer and market demand, which could adversely affect its financial condition and results of operations or cause us to fail to execute on its business strategies.** In order to grow its business, Quantum X Labs will need to continually evolve and scale its business and operations to meet customer and market demand. Quantum computing technology has never been sold at large-scale commercial levels. Evolving and scaling its business and operations places increased demands on its management as well as its financial and operational resources to: | | | effectively manage organizational change; | | | | | design scalable processes; | | | | | accelerate and/or refocus research and development activities; | | | | | expand manufacturing, supply chain and distribution capacity; | | | | | increase sales and marketing efforts; | | | | | broaden customer-support and services capabilities; | | | | | maintain or increase operational efficiencies; | | | | | scale support operations in a cost-effective manner; | | | | | implement appropriate operational and financial systems; and | | | | | maintain effective financial disclosure controls and procedures. | | If Quantum X Labs cannot evolve and scale its business and operations effectively, Quantum X Labs may not be able to execute its business strategies in a cost-effective manner and its business, financial condition and results of operations could be adversely affected. **** **Quantum X Labs estimates of market opportunity and forecasts of market growth may prove to be inaccurate.** Market opportunity estimates and growth forecasts, including those Quantum X Labs has generated, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of its market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of companies covered by its market opportunity estimates will purchase its products at all or generate any particular level of revenue for us. In addition, alternatives to quantum computing may present themselves, which could substantially reduce the market for quantum computing services. Any expansion in its market depends on a number of factors, including the cost, performance, and perceived value associated with quantum computing solutions. | 35 | | The methodology and assumptions used to estimate market opportunities may differ materially from the methodologies and assumptions previously used to estimate the total addressable market. To estimate the size of its market opportunities and its growth rates, Quantum X Labs have relied on market reports by leading research and consulting firms. These estimates of the total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate and are based on data published by third parties that Quantum X Labs have not independently verified. Advances in classical computing may prove more robust for longer than currently anticipated. This could adversely affect the timing of any quantum advantage being achieved, if at all. **** **Even if the market in which Quantum X Labs competes achieves the forecasted growth, its business could fail to grow at similar rates, if at all.** Quantum X Labs success will depend upon its ability to expand, scale its operations, and increase its sales capability. Even if the market in which Quantum X Labs competes meets the size estimates and growth forecasted, its business could fail to grow at similar rates, if at all. Quantum X Labs growth is dependent upon its ability to successfully scale up manufacturing of its products in sufficient quantity and quality, in a timely or cost-effective manner. Quantum X Labs growth is also dependent upon its ability to successfully market and sell quantum computing and networking technology. Quantum X Labs does not have experience with the mass distribution and sale of quantum computing and networking technology. Quantum X Labs growth and long-term success will depend upon the development of its sales and delivery capabilities. Unforeseen issues associated with scaling up and constructing quantum computing and networking technology at commercially viable levels, and selling its technology, could negatively impact its business, financial condition and results of operations. Moreover, because of its unique technology, its customers will require particular support and service functions, some of which are not currently available. If Quantum X Labs experiences delays in adding such support capacity or servicing its customers efficiently, or experience unforeseen issues with the reliability of its technology, it could overburden its servicing and support capabilities. Similarly, increasing the number of its customers, products or services, for example by entering into government contracts and expanding to new geographies, has required and may continue to require us to rapidly increase the availability of these services. Failure to adequately support and service its customers may inhibit its growth and ability to expand computing targets globally. There can be no assurance that its projections on which such targets are based will prove accurate or that the pace of growth or coverage of its customer infrastructure network will meet customer expectations. Failure to grow at rates similar to that of the quantum computing and networking industry may adversely affect its operating results and ability to effectively compete within the industry. ** *Risks Related to Quantum X Labs Business and Industry* **** **If its quantum computing technologies are not compatible with some or all industry-standard software and hardware in the future, its business could be harmed.** Programming for quantum computing requires unique tools, software, hardware, and development environments. Quantum X Labs focused its efforts on creating quantum computing hardware, the system control platform for such hardware and a suite of low-level software programs that optimize execution of quantum algorithms on its hardware. Further up the stack, Quantum X Labs relies on third parties to create and advance software, standards, specifications, applications, hardware and services that enable these systems to integrate into various environments and be utilized towards various customer use cases. Full utilization of its quantum computing solutions may depend on these third-party software, standards, specifications, applications, hardware and services, which may not be compatible with its quantum computing solutions and their development, or may not be available to us or its customers on commercially reasonable terms, or at all, which could harm its business. | 36 | | If its customers are unable to achieve compatibility between other software and hardware and its hardware, it could impact its relationships with such customers or with customers, generally, if the incompatibility is more widespread. In addition, the mere announcement of an incompatibility problem relating to its products with higher level software tools could cause us to suffer reputational harm and/or lead to a loss of customers. Any adverse impacts from the incompatibility of its quantum computing solutions could adversely affect its business, operating results and financial condition. **** **If its technology fail to achieve a broad quantum advantage, its business, financial condition and future prospects may be harmed.** Quantum advantage refers to the moment when a quantum computer can compute faster than traditional computers, while quantum supremacy is achieved once quantum computers are powerful enough to complete calculations that traditional supercomputers cannot perform at all. Broad quantum advantage is when quantum advantage is seen in many applications and developers prefer quantum computers to a traditional computer. No current quantum computers, including its quantum hardware, have reached a broad quantum advantage, and they may never reach such advantage. Achieving a broad quantum advantage will be critical to the success of any quantum computing company, including us. However, achieving quantum advantage would not necessarily lead to commercial viability of the technology that accomplished such advantage, nor would it mean that such system could outperform classical computers in tasks other than the one used to determine a quantum advantage. Quantum computing technology, including broad quantum advantage, may take decades to be realized, if ever. If Quantum X Labs cannot develop quantum computers that have quantum advantage, customers may not continue to purchase its products and services. If other companies quantum computers reach a broad quantum advantage prior to the time ours reaches such capabilities, it could lead to a loss of customers. If any of these events occur, it could have a material adverse effect on its business, financial condition or results of operations. **** **An element of its business is currently dependent upon its relationship with its cloud providers. There are no assurances that Quantum X Labs will be able to commercialize quantum computers from its relationships with cloud providers.** Quantum X Labs currently uses its QECC on public clouds provided by AWSs Amazon Braket, Microsofts Azure Quantum, and the Google Cloud Marketplace. The companies that own these public clouds have internal quantum computing efforts that are competitive to its technology. There is risk that one or more of these public cloud providers could use their respective control of their public clouds to embed innovations or privileged interoperating capabilities in competing products, bundle competing products, provide us with unfavorable pricing, leverage their public cloud customer relationships to exclude us from opportunities, and treat us and its end users differently with respect to terms and conditions or regulatory requirements than they would treat their similarly situated customers. Further, they have the resources to acquire or partner with existing and emerging providers of competing technology and thereby accelerate adoption of those competing technologies. All of the foregoing could make it difficult or impossible for us to provide products and services that compete favorably with those of the public cloud providers. Any material change in its contractual and other business relationships with its public cloud providers could result in harm to its brand and reputation and reduced use of its systems, which could have a material adverse effect on its business, financial condition and results of operations. **** **The quantum computing and networking industry is competitive on a global scale and Quantum X Labs may not be successful in competing in this industry or establishing and maintaining confidence in its long-term business prospects among current and future partners and customers.** The markets in which Quantum X Labs operates are rapidly evolving and highly competitive. As these markets continue to mature and new technologies and competitors enter such markets, Quantum X Labs expects competition to intensify. Quantum X Labs current competitors include (among others): | | | large, well-established tech companies that generally compete in all of its markets, including Amazon, Google, IBM, Intel, and Microsoft; | | | 37 | | | | | countries such as the United States, China, Russia, Australia, Canada, the United Kingdom, and certain countries in the European Union; | | | | | less-established public and private companies with competing technology, including companies located outside the United States; and | | | | | new or emerging entrants seeking to develop competing technologies. | | Quantum X Labs competes based on various factors, including technology, price, performance, multi-cloud availability, brand recognition and reputation, customer support and differentiated capabilities, including ease of administration and use, scalability and reliability, data governance and security. Many of its competitors have substantially greater brand recognition, customer relationships, and financial, technical and other resources, including an experienced sales force and sophisticated supply chain management. They may be able to respond more effectively than us to new or changing opportunities, technologies, standards, customer requirements and buying practices or to cross-subsidize their quantum offerings from their other higher margin operations. In addition, many countries are focused on developing quantum solutions either in the private or public sector and may subsidize quantum computers or quantum networks, which may make it difficult for us to compete. Many of these competitors do not face the same challenges Quantum X Labs does in growing its business. In addition, other competitors might be able to compete with us by bundling their other products in a way that does not allow us to offer a competitive solution. Additionally, Quantum X Labs must be able to achieve its objectives in a timely manner or quantum computing and networking may lose ground to competitors, including competing technologies. Because there are a large number of market participants, including certain sovereign nations, focused on developing quantum computing and networking technology, Quantum X Labs must dedicate significant resources to achieving any technical objectives on the timelines established by its management team. Any failure to achieve objectives in a timely manner could adversely affect its business, operating results and financial condition. For all of these reasons, competition may negatively impact its ability to maintain and grow consumption of its platform or put downward pressure on its prices and gross margins, any of which could materially harm its reputation, business, results of operations, and financial condition. **** **The quantum computing and networking industry is in its early stages and volatile, and if it does not develop, if it develops slower than Quantum X Labs expects, if it develops in a manner that does not require use of its quantum computing solutions, if it encounters negative publicity or if its solution does not drive commercial engagement, the growth of its business will be harmed.** The nascent market for quantum computers and networks is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing customer demands and behaviors. If the market for quantum computers and networks in general does not develop as expected, or develops more slowly than expected, its business, prospects, financial condition and operating results could be harmed. In addition, its growth and future demand for its products is highly dependent upon the adoption of quantum computers and networks and commercially useful quantum algorithms to run on quantum computers by developers and customers, as well as on its ability to demonstrate the value of quantum computing to its customers. Delays in future generations of its quantum computers or technical failures at other quantum computing and networking companies could limit market acceptance of its solution. Negative publicity concerning its solution or the quantum computing and networking industry as a whole could limit market acceptance of its solution. Quantum X Labs believes quantum computing will solve many large-scale problems. However, such problems may never be solvable by quantum computing technology, or may only be solvable by systems that are more technologically mature than Quantum X Labs currently expects. If its clients and partners do not perceive the benefits of its solution, or if its solution does not drive customer engagement, then its market may not develop at all, or it may develop slower than Quantum X Labs expects. If any of these events occur, it could have a material adverse effect on its business, financial condition or results of operations. If progress towards quantum advantage ever slows relative to expectations, it could adversely impact revenues and customer confidence to continue to pay for testing, access and quantum readiness. This would adversely affect revenues in the period before quantum advantage. **** | 38 | | **** **Quantum X Labs may to face supply chain issues that could delay the introduction of its product and negatively impact its business and operating results.** Quantum X Labs is reliant on third-party suppliers, including sole source suppliers, for components necessary to develop and manufacture its quantum computing and networking solutions. As its business grows, Quantum X Labs must continue to scale and adapt its supply chain or it could have an adverse impact on its business. Any of the following factors (and others) could have an adverse impact on the availability of these components necessary to its business: | | | its inability to enter into agreements with suppliers on commercially reasonable terms, or at all; | | | | | inability of suppliers to mature their operations in line with its growth and to meet its evolving requirements; | | | | | a significant increase in the price of one or more components, including due to industry consolidation occurring within one or more component supplier markets or as a result of decreased production capacity at manufacturers; | | | | | any reductions or interruption in supply, including disruptions on its global supply chain as a result of the global chip shortage, geopolitical tensions in and around Ukraine, Israel and other areas of the world and any indirect effects thereof; | | | | | financial problems of either manufacturers or component suppliers; | | | | | intentional sabotage by a malicious actor or actors; | | | | | significantly increased raw material costs and other expenses associated with its business; | | | | | difficulty obtaining raw materials that meet its quality standards; | | | | | significantly increased freight charges, disruptions in shipping or reduced availability of freight transportation; | | | | | imposition of, or increase in, tariffs, trade protection measures, or import and export controls by the United States or other countries; | | | | | reduced access to raw materials due to suppliers entering into exclusivity arrangements with its competitors; | | | | | other factors beyond its control or that Quantum X Labs does not presently anticipate, could also affect its suppliers ability to deliver components to us on a timely basis; | | | | | a failure to develop its supply chain management capabilities and recruit and retain qualified professionals; | | | | | a failure to adequately authorize procurement of inventory by its contract manufacturers; or | | | | | a failure to appropriately cancel, reschedule, or adjust its requirements based on its business needs. | | If any of the aforementioned factors were to materialize, it could cause us to delay or halt production of its quantum computing and networking solutions and/or entail higher manufacturing costs, any of which could materially adversely affect its business, operating results, and financial condition and could materially damage customer relationships. **** **If Quantum X Labs cannot successfully execute on its strategy, including in response to changing customer needs and new technologies and other market requirements, or achieve its objectives in a timely manner, its business, financial condition and results of operations could be harmed.** The quantum computing and networking market is characterized by rapid technological change, changing user requirements, uncertain product lifecycles and evolving industry standards. Quantum X Labs believes that the pace of innovation will continue to accelerate as technology changes and different approaches to quantum computing mature on a broad range of factors, including system architecture, error correction, performance and scale, integration with classical computing resources, ease of programming, user experience, markets addressed, types of data processed, and data governance and regulatory compliance. Quantum X Labs future success depends on its ability to continue to innovate and increase customer adoption of its quantum computers and networks. If Quantum X Labs is unable to enhance its quantum computing system to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, with better functionality, more conveniently, or more securely than its platform, its business, financial condition and results of operations could be adversely affected. **** | 39 | | **** **If Quantum X Labs is unable to maintain its current strategic partnerships or Quantum X Labs is unable to develop future collaborative partnerships, its future growth and development could be negatively impacted.** Quantum X Labs has entered into, and may enter into, strategic partnerships to develop and commercialize its current and future research and development programs with other companies to accomplish one or more of the following: | | | obtain expertise in relevant markets; | | | | | obtain sales and marketing services or support; | | | | | obtain equipment and facilities; | | | | | develop relationships with potential future customers; and | | | | | generate revenue. | | Quantum X Labs may not be successful in establishing or maintaining suitable partnerships, and Quantum X Labs may not be able to negotiate collaboration agreements having terms satisfactory to us, or at all. Failure to make or maintain these arrangements or a delay or failure in a collaborative partners performance under any such arrangements could harm its business and financial condition. **** **Quantum X Labs business depends on its customers abilities to implement useful quantum algorithms and sufficient quantum resources for their business. If they are unable to do so, including due to their algorithmic challenge or other technical or personnel dilemmas, its growth may be negatively impacted.** Quantum X Labs has entered into, and may enter into, contracts, partnerships and other arrangements with customers to develop, test and run quantum algorithms specific to their business. The success of these contracts and partnerships is dependent on its customers ability to identify, implement, and realize useful and scalable algorithms for their portfolio at a speed commensurate with the pace of hardware, software, and technological development. These arrangements are also dependent on the availability of time and resources to develop and optimize these algorithms. The development and optimization of these algorithms is reliant on employing sufficient talent familiar with quantum computing and quantum networking, unique skills that require special training and education. If the market fails to train a sufficient number of engineers, researchers and other key quantum personnel, its customers may not find sufficient talent to partner with us to solve these problems. To the extent its customers are unable to effectively develop or utilize resources to advance algorithmic-use cases, its business, operating results and financial condition may be adversely impacted. **** **Quantum X Labs is highly dependent on its key employees who have specialized knowledge, and its ability to attract and retain senior management and other key employees is critical to its success.** Quantum X Labs future success is highly dependent on its ability to attract and retain its certain key employees and other qualified personnel, including its employees who have specialized knowledge and its employees from acquired businesses. Quantum X Labs has experienced in the past, and as Quantum X Labs builds its brand and becomes more well known, there is increased risk that Quantum X Labs may further experience in the future, competitors or other companies hiring its personnel. The loss of the services provided by these individuals could adversely impact the achievement of its business strategy. These individuals could leave its employment at any time, as they are at will employees. A loss of one of its key employees, particularly to a competitor, could also place us at a competitive disadvantage. Effective succession planning is important to its long-term success, and failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder its strategic planning and execution. Quantum X Labs future success also depends on its continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. The market for highly skilled workers and leaders in the quantum computing industry is extremely competitive. In particular, hiring qualified personnel specializing in engineering, software development and sales, as well as other technical staff and research and development personnel is critical to its business and the development of its quantum computing and networking systems. Some of these professionals are hard to find and Quantum X Labs may encounter significant competition in its efforts to hire them. Many of the other companies with which Quantum X Labs competes for qualified personnel have greater financial and other resources than Quantum X Labs does. The effective operation of its supply chain, including the acquisition of critical components and materials, the development of its quantum computing and networking technologies, the commercialization of its quantum computing and networking technologies and the effective operation of its managerial and operating systems all depend upon its ability to attract, train and retain qualified personnel in the aforementioned specialties. Additionally, changes in immigration and work permit laws and regulations or the administration or interpretation of such laws or regulations, including changes following the recent U.S. federal elections, could impair its ability to attract and retain highly qualified employees. If Quantum X Labs cannot attract, train and retain qualified personnel, in this competitive environment, Quantum X Labs may experience delays in the development of its quantum computing and networking technologies and be otherwise unable to develop and grow its business as projected, or even at all. **** | 40 | | **** **Quantum X Labs future growth and success depends in part on its ability to sell effectively to government entities and large enterprises.** Quantum X Labs customers and potential customers include domestic and international government agencies and large enterprises. Therefore, its future success will depend on its ability to effectively sell its products to such customers. Sales to these end-customers involve risks that may not be present (or that are present to a lesser extent) with sales to non-governmental agencies or smaller customers. These risks include, but are not limited to, (i) increased purchasing power and leverage held by such customers in negotiating contractual arrangements with us and (ii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential end-customer that elects not to purchase its solutions. Sales to government agencies can be priced as fixed fee development contracts, which involve additional risks. Cost-plus and time-and-materials contracts can adversely affect its results of operations and financial condition if its costs do not qualify as allowable costs under applicable regulations. In addition, government contracts generally include the ability of government agencies to terminate early which, if exercised, would result in a lower contract value and lower than anticipated revenues generated by such arrangement. Additionally, such government contracts may limit its ability to do business with foreign governments or prevent us from selling its products in certain countries. Government agencies and large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. Quantum X Labs contracts with government agencies are typically structured in phases, with each phase subject to satisfaction of certain conditions. As a result, the actual scope of work performed pursuant to any such contracts, in addition to related contract revenue, could be less than total contract value. In addition, product purchases by such organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, these organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers and could lead to lower revenue results than originally anticipated. Additionally, changes in government spending could have adverse consequences on its financial position, results of operations and business. Quantum X Labs anticipated future revenues from the U.S. government result from contracts awarded under various U.S. government programs. Cost cutting, including through consolidation and elimination of duplicative organizations, has become a major initiative for certain departments within the U.S. government. The funding of its programs is subject to the overall U.S. government budget and appropriation decisions and processes, which are driven by numerous factors, including geo-political events and macroeconomic conditions. Significant reduction in U.S. government spending could have long-term consequences for its size and structure. In addition, changes in government priorities and requirements could impact the funding, or the timing of funding, of its programs, which could negatively impact its results of operations and financial condition. *Risks Related to Quantum X Labs Intellectual Property* **** **If Quantum X Labs is unable to obtain and maintain effective intellectual property rights for its products, Quantum X Labs may not be able to compete effectively in its markets.** Quantum X Labs ability to protect its intellectual property is paramount to its business. Quantum X Labs relies upon a combination of protections afforded to owners of patents, designs, copyrights, trade secrets, and trademarks, along with employee and third-party nondisclosure agreements and other contractual restrictions to establish and protect Quantum X Labs intellectual property rights. In addition, industry know-how and unpatented trade secrets in the fields of research, development and engineering are an important aspect of its business by ensuring that its technology and strategic business assets remain confidential. Quantum X Labs pursues patent protection when it develops a patentable invention and the benefits of obtaining a patent outweigh the risks of making the invention public through patent filings. | 41 | | Quantum X Labs cannot offer any assurances about which, if any, patent applications will issue, the breadth of any such patent or whether any issued patents will be found invalid and unenforceable or will be threatened by third parties. Any successful opposition to these patents or any other patents owned by or licensed to us after patent issuance could deprive us of rights necessary for the successful commercialization of any new products that Quantum X Labs may develop. Even if patents do successfully issue, and even if such patents cover its products, third parties may challenge their validity, enforceability, or scope, which may result in such patents being narrowed, found unenforceable or invalidated. Furthermore, even if they are unchallenged, its patent applications and any future patents may not adequately protect its intellectual property, provide exclusivity for its new products, or prevent others from designing around its claims. Any of these outcomes could impair its ability to prevent competition from third parties, which may have an adverse impact on its business. If Quantum X Labs cannot obtain and maintain effective patent rights for its products, Quantum X Labs may not be able to compete effectively, and its business and results of operations would be harmed. **Intellectual property rights of third parties could adversely affect its ability to commercialize its products, and Quantum X Labs might be required to litigate or obtain licenses from third parties in order to develop or market its product candidates. Such litigation or licenses could be costly or not available on commercially reasonable terms.** It is inherently difficult to conclusively assess its freedom to operate without infringing on third party rights. Quantum X Labs competitive position may be adversely affected if existing patents or patents resulting from patent applications issued to third parties or other third-party intellectual property rights are held to cover its products or elements thereof, or its manufacturing or uses relevant to its development plans. In such cases, Quantum X Labs may not be in a position to develop or commercialize products or its product candidates unless Quantum X Labs successfully pursues litigation to nullify or invalidate the third-party intellectual property right concerned or enter into a license agreement with the intellectual property right holder, if available on commercially reasonable terms. There may also be pending patent applications that if they result in issued patents, could be alleged to be infringed by its new products. If such an infringement claim should be brought and be successful, Quantum X Labs may be required to pay substantial damages, be forced to abandon its new products or seek a license from any patent holders. No assurances can be given that a license will be available on commercially reasonable terms, if at all. It is also possible that Quantum X Labs has failed to identify relevant third-party patents or applications. For example, U.S. patent applications filed before November 29, 2000 and certain U.S. patent applications filed after that date that will not be filed outside the United States remain confidential until patents issue. Patent applications in the United States and in most of the other countries are published approximately 18 months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date. Therefore, patent applications covering its new products or platform technology could have been filed by others without its knowledge. Additionally, pending patent applications which have been published can, subject to certain limitations, be later amended in a manner that could cover its platform technologies, its new products or the use of its new products. Third party intellectual property right holders may also actively bring infringement claims against us. Quantum X Labs cannot guarantee that Quantum X Labs will be able to successfully settle or otherwise resolve such infringement claims. If Quantum X Labs is unable to successfully settle future claims on terms acceptable to us, Quantum X Labs may be required to engage in or continue costly, unpredictable and time-consuming litigation and may be prevented from or experience substantial delays in pursuing the development of and/or marketing its new products. If Quantum X Labs fails in any such dispute, in addition to being forced to pay damages, Quantum X Labs may be temporarily or permanently prohibited from commercializing its new products that are held to be infringing. Quantum X Labs might, if possible, also be forced to redesign its new products so that Quantum X Labs no longer infringes the third partys intellectual property rights. Any of these events, even if Quantum X Labs were ultimately to prevail, could require us to divert substantial financial and management resources that Quantum X Labs would otherwise be able to devote to its business. | 42 | | **** **Patent policy and rule changes could increase the uncertainties and costs surrounding the prosecution of its patent applications and the enforcement or defense of any issued patents.** Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of any patents that may issue from its patent applications or narrow the scope of its patent protection. The laws of foreign countries may not protect its rights to the same extent as the laws of the United States. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Quantum X Labs therefore cannot be certain that it was the first to file the invention claimed in its owned and licensed patent or pending applications, or that Quantum X Labs or its licensor were the first to file for patent protection of such inventions. Assuming all other requirements for patentability are met, in the United States prior to March 15, 2013, the first to make the claimed invention without undue delay in filing is entitled to the patent, while outside the United States, the first to file a patent application is entitled to the patent. Since March 15, 2013, the United States has moved to a first to file system. Changes to the way patent applications will be prosecuted could increase the uncertainties and costs surrounding the prosecution of its patent applications and the enforcement or defense of any issued patents, all of which could have a material adverse effect on its business and financial condition. **Quantum X Labs may be involved in lawsuits to protect or enforce its intellectual property, which could be expensive, time consuming, and unsuccessful.** Competitors may infringe its intellectual property. If Quantum X Labs were to initiate legal proceedings against a third party to enforce a patent covering one of its new products, the defendant could counterclaim that the patent covering its product candidate is invalid and/or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the United States Patent and Trademark Office, or USPTO, or made a misleading statement, during prosecution. The validity of U.S. patents may also be challenged in post-grant proceedings before the USPTO. The outcome following legal assertions of invalidity and unenforceability is unpredictable. Derivation proceedings initiated by third parties or brought by us may be necessary to determine the priority of inventions and/or their scope with respect to its patent or patent applications or those of its licensors. An unfavorable outcome could require us to cease using the related technology or to attempt to license rights to it from the prevailing party. Quantum X Labs business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms. Quantum X Labs defense of litigation or interference proceedings may fail and, even if successful, may result in substantial costs and distract its management and other employees. In addition, the uncertainties associated with litigation could have a material adverse effect on its ability to raise the funds necessary to continue its research programs, license necessary technology from third parties, or enter into development partnerships that would help us bring its new products to market. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of its confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of its ordinary shares. **Quantum X Labs may be subject to claims challenging the inventorship of its intellectual property.** Quantum X Labs may be subject to claims that former employees, collaborators or other third parties have an interest in, or right to compensation, with respect to its current patent and patent applications, future patents or other intellectual property as an inventor or co-inventor. For example, Quantum X Labs may have inventorship disputes arise from conflicting obligations of consultants or others who are involved in developing its products. Litigation may be necessary to defend against these and other claims challenging inventorship or claiming the right to compensation. If Quantum X Labs fails in defending any such claims, in addition to paying monetary damages, Quantum X Labs may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on its business. Even if Quantum X Labs is successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. | 43 | | **** **Quantum X Labs may not be able to protect its intellectual property rights throughout the world.** Filing, prosecuting, and defending patents on products, as well as monitoring their infringement in all countries throughout the world would be prohibitively expensive, and its intellectual property rights in some countries can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. A substantial part of its potential commercial success will depend on its ability to maintain, establish and protect its intellectual property assets, maintain trade secret protection, register copyrights and trademarks, and operate without infringing the proprietary rights of third parties. Quantum X Labs cannot assure investors that any of its currently pending or future patent applications will result in issued patents and Quantum X Labs cannot predict how long it will take for such patent applications to issue as patents. There is a further risk that the claims of each patent application, as filed, may change in scope during examination by the patent offices. Further, if and where a patent is granted, there can be no guarantee that such patent will be valid or enforceable or that the patent will be granted in other jurisdictions. Competitors may use its technologies in jurisdictions where Quantum X Labs has not obtained patent protection to develop their own products and may also export otherwise infringing products to territories where Quantum X Labs has patent protection, but enforcement is not as strong as that in the United States. These products may compete with its products. Future patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, which could make it difficult for us to stop the marketing of competing products in violation of its proprietary rights generally. Proceedings to enforce its patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert its efforts and attention from other aspects of its business, could put its future patents at risk of being invalidated or interpreted narrowly and its patent applications at risk of not issuing and could provoke third parties to assert claims against us. Quantum X Labs may not prevail in any lawsuits that Quantum X Labs initiates, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, its efforts to monitor and enforce its intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from intellectual property that Quantum X Labs develops or licenses. **Quantum X Labs may become subject to claims for remuneration or royalties for assigned service invention rights by its employees, which could result in litigation and adversely affect its business.** A significant portion of Quantum X Labs intellectual property has been developed by its employees in the course of their employment for us. Under the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee during the scope of his or her employment with a company are regarded as service inventions, which belong to the employer, absent an agreement between the employee and employer providing otherwise. The Patents Law also provides that if there is no agreement between an employer and an employee determining whether the employee is entitled to receive consideration for service inventions and on what terms, this will be determined by the Israeli Compensation and Royalties Committee, or the Committee, a body constituted under the Patents Law. Case law clarifies that the right to receive consideration for service inventions can be waived by the employee and that in certain circumstances, such waiver does not necessarily have to be explicit. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating this remuneration, but rather uses the criteria specified in the Patents Law. Although Quantum X Labs generally enters into agreements with its employees pursuant to which such individuals assign to us all rights to any inventions created during and as a result of their employment with us, Quantum X Labs may face claims demanding remuneration in consideration for assigned inventions. As a consequence of such claims, it could be required to pay additional remuneration or royalties to its current and/or former employees, or be forced to litigate such monetary claims (which will not affect its proprietary rights), which could negatively affect its business. **** | 44 | | **** **Risks Related to Our Common Stock** **Raising additional capital or the issuance of additional equity securities would cause dilution to our existing stockholders and may affect the rights of existing stockholder or the market price of our common stock.** We may seek additional capital through a combination of private and public equity offerings, debt financings and collaborations and strategic arrangements. To the extent that we raise additional capital through the issuance of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a holder of our common stock. In addition, our authorized share capital consists 500,000,000 shares of capital stock, including 490,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of March 26, 2026, we had 13,336,392 shares of common stock issued and no shares of preferred stock issued and outstanding. As of March 26, 2026, we also had (i) warrants to purchase 11,695,211 shares of common stock outstanding; (ii) 862,004 shares of common stock issuable upon the conversion of outstanding convertible debt; and (iii) 862,004 shares of common stock issuable upon the exercise of warrants that are issuable upon the conversion of the outstanding convertible debt. In addition, we may issue up to an additional 12,702,847 shares of common stock (or pre-funded warrants in lieu thereof) upon the achievement of certain milestones in connection with our acquisition of Quantum. Our board of directors may issue, or reserve for issuance, up to 2,713,613 shares of common stock that are reserved and available for future awards under the Viewbix Inc. 2023 Stock Incentive Plan, which might dilute your holdings substantially. To the extent that shares of common stock or preferred stock are issued or options and warrants are exercised, holders of our ordinary shares will experience dilution. In addition, in the event of any future issuances of equity securities or securities convertible into or exchangeable for ordinary shares, holders of our ordinary shares may experience dilution. We also consider from time to time various strategic alternatives that could involve issuances of additional ordinary shares, including but not limited to acquisitions and business combinations, but do not currently have any definitive plan to enter into any such transaction. To the extent any of these warrants are exercised and any additional warrants are issued and subsequently exercised, there will be further dilution to our stockholders. Until the warrants expire, these warrant holders will have an opportunity to profit from any increase in the market price of our common stock without assuming the risks of ownership. Holders of options and warrants may exercise these securities at a time when we could obtain additional capital on terms more favorable. The exercise price of the warrants will dilute the voting interest of the owners of presently outstanding shares of common stock by adding a substantial number of additional shares of our common stock. We have reserved shares of common stock for issuance upon the exercise of the warrants and may increase the shares reserved for these purposes in the future. The shares of our common stock, which are issuable upon the exercise of any outstanding warrants may be sold in the public market pursuant to Rule 144, if applicable. The sale of our common stock issued or issuable upon the exercise of the warrants and options described above, or the perception that such sales could occur, may adversely affect the market price of our common stock. | 45 | | **** **A more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.** Although our common stock is listed on the Nasdaq Capital Market and has been traded on the Nasdaq Capital Market since June 5, 2025, there has been relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained. Limited liquidity in the trading market for our common stock may adversely affect a stockholders ability to sell its shares of common stock at the time it wishes to sell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital by selling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is a thin trading market or float for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a large float, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including: | | | our quarterly or annual operating results; | | | | | | | | | | changes in our earnings estimates; | | | | | | | | | | investment recommendations by securities analysts following our business or our industry; | | | | | | | | | | additions or departures of key personnel; | | | | | | | | | | changes in the business, earnings estimates or market perceptions of our competitors; | | | | | | | | | | our failure to achieve operating results consistent with securities analysts projections; | | | | | | | | | | changes in industry, general market or economic conditions; | | | | | | | | | | announcements of legislative or regulatory changes; and | | | | | | | | | | natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of a pandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency), boycotts, adoption or expansion of government trade restrictions, and other business restrictions. | | The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate based upon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price. **We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.** We have offered and sold our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as amended (the Act) as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We have not received a legal opinion to the effect that any of our prior offerings were exempt from registration under any federal or state law. Instead, we have relied upon the operative facts as the basis for such exemptions, including information provided by investors themselves. If any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies. | 46 | | **** **We have never paid cash dividends and do not anticipate doing so in the foreseeable future.** We have never declared or paid cash dividends on our Common Shares. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Payments of any cash dividends in the future will depend on our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by our Board of Directors. **We incur significant increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives.** We incur significant legal, accounting and other expenses as a public company. In addition, the Sarbanes-Oxley Act has imposed various requirements on public companies including requiring establishment and maintenance of effective disclosure and financial controls. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased and will continue to increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors and officers liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs. The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. In addition, we will be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting the later of our second Annual Report on Form 10-K or the first Annual Report on Form 10-K following the date on which we are no longer an emerging growth company or a smaller reporting company. Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the value of our securities could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources. Our ability to successfully implement our business plan and comply with Section 404 requires us to be able to prepare timely and accurate financial statements. We expect that we will need to continue to improve existing, and implement new operational and financial systems, procedures and controls to manage our business effectively. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an unqualified report on internal controls from our auditors as required under Section 404 of the Sarbanes-Oxley Act. This, in turn, could have an adverse impact on value of our securities, and could adversely affect our ability to access the capital markets. **We are a smaller reporting company and, as a result of the reduced disclosure and governance requirements applicable to such companies, our common stock may be less attractive to investors.** We are a smaller reporting company, (i.e. a company with public float held by non-affiliates with a market value of less than $250 million) and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduced disclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. **** | 47 | | **** **Shares of common stock eligible for future sale may adversely affect the market.** From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements. Any substantial sales of our common stock pursuant to Rule 144 may have a material adverse effect on the market price of our common stock. **If we fail to maintain compliance with the Nasdaq minimum listing requirements, our common stock will be subject to delisting. Our ability to publicly or privately sell equity securities and the liquidity of our common stock could be adversely affected if our common stock delisted.** **** **** Our common stock is listed on the Nasdaq Capital Market. To maintain our listing, we are required to satisfy certain continued listing requirements, including, among other things, minimum bid price, minimum market value of publicly held shares, minimum stockholders equity (or other financial metrics), corporate governance requirements, and timely filing of periodic reports with the SEC. There can be no assurance that we will be able to comply with Nasdaqs continued listing standards in the future. If we fail to satisfy any of Nasdaqs continued listing requirements, we may receive a deficiency notice from Nasdaq and, depending on the nature of the deficiency, may be afforded a limited period of time to regain compliance. However, certain deficiencies may not be subject to a cure period or may result in immediate delisting. If we do not regain compliance within any applicable cure period, or if Nasdaq determines that we are not eligible for a compliance period, Nasdaq may determine to delist our common stock. On January 26, 2026, Nasdaq filed a rule proposal with the SEC that would permit the immediate suspension and delisting of a company listed on the Nasdaq Capital Market if its market value of listed securities remains below $5 million for 30 consecutive business days. As of the date of this Annual Report, our market value of listed securities is above $5 million. If we do not meet Nasdaqs continued listing requirements, our common stock could be delisted. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities and strategic alternatives. There can be no assurance that our common stock, if delisted from the Nasdaq Capital Market in the future, would be listed on a national securities exchange, a national quotation service, the Over-The-Counter Markets or the pink sheets. Delisting from the Nasdaq Capital Market, or even the issuance of a notice of potential delisting, would also result in negative publicity, make it more difficult for us to raise additional capital, adversely affect the market liquidity of our common stock, reduce security analysts coverage of us and diminish investor, supplier and employee confidence. Additionally, the threat of delisting or the delisting of our common stock from the Nasdaq Capital Market could reduce the number of investors willing to hold or acquire our shares of common stock, thereby further restricting our ability to obtain equity financing, and it could reduce our ability to retain, attract and motivate our directors, officers and employees. In addition, as a consequence of any such delisting, our stock price could be negatively affected and our stockholders would likely find it more difficult to sell, or to obtain accurate quotations as to the prices of, our common stock. Accordingly, any failure to maintain compliance with Nasdaqs continued listing requirements could have a material adverse effect on our business, financial condition, results of operations and the value of our common stock. | 48 | | **** **Our share price has fluctuated significantly and could continue to fluctuate significantly.** The market price for our common stock, as well as the prices of shares of other technology and ad-tech companies, has been volatile. The following factors may cause significant fluctuations in the market price of our common stock: | | | negative fluctuations in our quarterly revenue and earnings or those of our competitors; | | | | | | | | | | pending sales into the market due to the sale of large blocks of shares, due to, among other reasons, the expiration of any tax-related or contractual lock-ups with respect to significant amounts of our shares of common stock; | | | | | | | | | | changes in our senior management; | | | | | | | | | | changes in regulations or in policies of Search Engines or other industry conditions; | | | | | | | | | | mergers and acquisitions by us or our competitors; | | | | | | | | | | technological innovations; | | | | | | | | | | the introduction of new products; and | | | | | | | | | | the conditions of the securities markets, political, economic and other developments worldwide. | | In addition, share prices of many technology companies in general and ad-tech companies in particular fluctuate significantly for reasons that may be unrelated or disproportionate to operating results. The factors discussed above may depress or cause volatility to our share price, regardless of our actual operating results. **Delaware law contains provisions that could discourage, delay or prevent a change in control of our Company, prevent attempts to replace or remove current management and reduce the market price of our stock.** Provisions in our Certificate of Incorporation and Bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider favorable. For example, our Certificate of Incorporation authorizes our Board of Directors to issue up to ten million shares of blank check preferred stock. As a result, without further stockholder approval, the Board of Directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult for a third party to acquire us. We are also subject to the anti-takeover provisions of the Delaware General Corporation Law (the DGCL). Under these provisions, if anyone becomes an interested stockholder, we may not enter into a business combination with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change in control of us. An interested stockholder is, generally, a stockholder who owns 15% or more of our outstanding voting stock or an affiliate of ours who has owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions as described in the DGCL. **Were our common stock to become subject to the penny stock rules then this could result in U.S. broker-dealers becoming discouraged from effecting transactions in shares of our common stock.** Rule 15g-9 under the Exchange Act establishes the definition of a penny stock, for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the Nasdaq Capital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a persons account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. | 49 | | In order to approve a persons account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the penny stock rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. **Scrutiny of sustainability and environmental, social, and governance initiatives could increase our costs or otherwise adversely impact our business.** Public companies have recently faced scrutiny related to environmental, social, and governance (ESG) practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants and other stakeholder groups. Such scrutiny may result in increased costs, enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition or results of operations. If our ESG practices and reporting do not meet investor or other stakeholder expectations, we may be subject to investor or regulator engagement regarding such matters. Our failure to comply with any applicable ESG rules or regulations could lead to penalties and adversely impact our reputation, access to capital and employee retention. Such ESG matters may also impact our third-party contract manufacturers and other third parties on which we rely, which may augment or cause additional impacts on our business, financial condition, or results of operations **Our business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk.** Our business depends on the economic health of the global economies. If the conditions in the global economies remain uncertain or continue to be volatile, or if they deteriorate, including as a result of the impact of military conflict, such as the war between Russia and Ukraine, terrorism or other geopolitical events, our business, operating results and financial condition may be materially adversely affected. Economic weakness, inflation and increases in interest rates, limited availability of credit, liquidity shortages and constrained capital spending have at times in the past resulted, and may in the future result, in challenging and delayed sales cycles, slower adoption of new technologies and increased price competition, and could negatively affect our ability to forecast future periods, which could result in an inability to satisfy demand for our products and a loss of market share. In addition, increases in inflation raise our costs for commodities, labor, materials and services and other costs required to grow and operate our business, and failure to secure these on reasonable terms may adversely impact our financial condition. Additionally, increases in inflation, geopolitical developments and global supply chain disruptions, have caused, and may in the future cause, global economic uncertainty and uncertainty about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing. A failure to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations or cash flows. There can be no assurance that future credit and financial market instability and a deterioration in confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly, more onerous with respect to financial and operating covenants and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to alter our operating plans. In addition, there is a risk that one or more of our service providers, financial institutions, manufacturers, suppliers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and on budget. **** **** | 50 | | **** **Risks Related to our Operations in Israel** **Conditions in Israel, including Israels conflicts with Hamas and other parties in the region, as well as political and economic instability, may impede our ability to operate and harm our financial results.** All of our operations are conducted in Israel and all members of our board of directors and management as well as all of our employees and consultants, including employees of our service providers, are located in Israel. Accordingly, political, economic and military conditions in the Middle East may affect our business directly. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the region, including Iran, Hamas (an Islamist militia and political group in the Gaza Strip) and Hezbollah (an Islamist militia and political group in Lebanon). In October 2023, Hamas terrorists infiltrated Israels southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israels border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israels security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In January 2025, Israel and Hamas entered into a ceasefire agreement, which remained in effect until March 18, 2025, when hostilities resumed. As of October 9, 2025, Israel and Hamas entered into a renewed ceasefire agreement calling for a permanent end of the war. However, there are no assurances that such as agreement will hold. While the conflict has created heightened security concerns, disruptions to business operations, and economic instability, the ceasefire may contribute to improved regional stability. However, the security situation remains fluid, and any renewed military actions, restrictions, or government-imposed measures could adversely affect our operations, supply chains, and financial condition. Since the commencement of these events, there have been continued hostilities along Israels northern border with Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in region, such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq. In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024, a ceasefire was brokered between Israel and Hezbollah. In March 2026, hostilities resumed along Israels northern border with Lebanon, when Hezbollah resumed its attacks as part of a broader regional escalation. In response, Israel resumed military operations against Hezbollah in Lebanon. In addition, in April 2024 and October 2024, Iran launched direct attacks on Israel involving hundreds of drones and missiles and has threatened to continue to attack Israel and is widely believed to be developing nuclear weapons. In addition, in response to ongoing Iranian aggression and support of proxy attacks against Israel, on June 13, 2025, Israel conducted a series of preemptive defensive air strikes in Iran targeting Irans nuclear program and military commanders. While a ceasefire was reached in June 2025 following 12 days of hostilities, on February 28, 2026, the United States and Israel launched coordinated military strikes against Iran, including attacks on strategic military infrastructure and leadership targets, with the stated aim of degrading Irans capacity to conduct or support hostile operations against them. In response, Iran has fired missiles and drones toward population centers and military installations in Israel, Europe and neighboring countries in the Gulf region, and also launched counter-strikes against U.S. forces and allied bases throughout the Gulf region. A broader regional conflict involving additional state and non-state actors remains a significant risk. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. These situations may potentially escalate in the future to more violent events which may affect Israel and us. Continued military escalation, retaliatory actions, or broader regional involvement may adversely affect economic conditions, disrupt markets, and create uncertainty that could negatively impact our business, financial condition and results of operations. | 51 | | In connection with the Israeli security cabinets declaration of war against Hamas and possible hostilities with other organizations, several hundred thousand Israeli military reservists were drafted to perform immediate military service. None of our directors, officers, employees or consultants were called to reserve duty and there has been no material impact on our business from past reserve services. Although many of such military reservists have since been released, they may be called up for additional reserve duty, depending on developments in the war in Gaza and along Israels other borders. Military service call ups that result in absences of personnel from us for an extended period of time may materially and adversely affect our business, prospects, financial condition and results of operations. As of the date of this Annual Report, none of our directors, officers, employees or consultants are serving in active or reserve duty. Since the war broke out on October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced disruptions to our product or business development activities. However the intensity and duration of the security situation in Israel have been difficult to predict, as are the economic implications on our business and operations and on Israels economy in general. If the war continues for a long period of time or expands to other fronts, our operations may be harmed. Our insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East or for any resulting disruption in our operations. Although the Israeli government has in the past covered the reinstatement value of direct damages that were caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages incurred, and the government may cease providing such coverage or the coverage might not suffice to cover potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. **Exchange rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings.** We anticipate being subject to fluctuations in currency exchange rates because our reporting and functional currency is the U.S. dollar. Our revenues are currently primarily payable in U.S. dollars and we expect our future revenues to be denominated primarily in U.S. dollars and Euros. However, certain amount of our expenses is in NIS. As a result, our operating results are exposed primarily to movements in the USD/NIS. In addition, we are exposed to the currency fluctuation risks relating to the recording of our expenses in U.S. dollars. We may, in the future, decide to enter into currency hedging transactions. These measures, however, may not adequately protect us from material adverse effects. We cannot predict any future trends in the rate of inflation in Israel or the rate of appreciation or devaluation (if any) of the shekel against the dollar. Appreciation of the NIS against the U.S. dollar increases the U.S. dollar cost of our NIS denominated expenses and may adversely impact our net loss or net income (if any). Based on our 2025 expense levels, a 10% appreciation of the NIS against the U.S. dollar would have increased our net loss by approximately $119 thousand. Foreign exchange rates may fluctuate due to many factors, including interest rate differentials between markets, capital flows, monetary policy decisions, geopolitical events, global macroeconomic developments, and investor sentiment toward Israel and regional markets. These factors may cause the NIS to appreciate or depreciate against the U.S. dollar independent of local inflation levels. If the NIS strengthens without a corresponding increase in our foreign currency revenues, our U.S. dollar measured costs will rise. The value of the NIS relative to the U.S. dollar, and other currencies has fluctuated significantly. For example, the shekel appreciated on average by 12.5% relative to the U.S. dollar in 2025, after depreciating by 0.4% in 2024 and by 3.1% in 2023, thereby increasing, in 2025, the U.S. dollar cost of our shekel denominated expenses. Any significant revaluation of the NIS may materially and adversely affect our cash flows, revenues, and financial condition. Fluctuations in the NIS exchange rate, or even the appearance of instability in such exchange rate, could adversely affect our ability to operate our business. | 52 | | **It may be difficult to enforce a judgment of a U.S. court against us, our officers and directors or the Israeli experts named in our reports filed with the SEC in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts.** Our directors reside outside of the United States, and most of the assets of our directors are located outside of the United States. Therefore, a judgment obtained against us, or our directors, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by an Israeli court. It may also be difficult for you to effect service of process on our directors in the United States or to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court. **ITEM 1B. UNRESOLVED STAFF COMMENTS** None. **Item 1C. Cybersecurity** *Cybersecurity Risk Management and Strategy* We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan. We are continuously working to ensure that we satisfy generally applicable industry standards for the assessment, identification, and management of risks from cybersecurity threats that may pose a risk to our information technology systems, including from third parties with whom we work with. Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. As of the date of this Annual Report, the majority of the Companys IT systems are computed using leading secure cloud platforms. Our cybersecurity risk management program includes: | | | risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; | | | | | | | | | | routine conduct of penetration tests on our computer systems to evaluate the security of the systems and identify weaknesses or vulnerabilities; | | | | | | | | | | employee training programs regarding cybersecurity risks and protocols; | | | | | | | | | | the usage of secure software or platforms designed to protect our IT systems against cybersecurity risks, such as two-factor authentication systems, anti-virus and ransomware programs or the usage of secure cloud platforms for computing our IT systems; | | | | | | | | | | the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; and | | | | | | | | | | a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents. | | We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. | 53 | | *Cybersecurity Governance* Our Board of Directors considers cybersecurity risk as part of its risk oversight function and oversees managements implementation of our cybersecurity risk management program. The Board of Directors receives regular reports from management on our cybersecurity risks. In addition, management updates the Board, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. Our management team, including our Chief Executive Officer, the VP R&D and Data Protection Officer of Cortex, and our external advisors, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. **ITEM 2. PROPERTIES** Our principal executive offices are located at 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel 6971068, which we have been occupying since July 1, 2024. We pay a monthly fee of $5,400 for the lease of these offices, which we rent on a monthly basis. In February 2026, we entered into a new lease agreement for office premises located at Atrium Tower, 2 Jabotinsky Street, Ramat Gan, Israel 5252903. The new facilities are expected to become available for occupancy on April 1, 2026. The lease term is for an initial period of six months, with an option to automatically extend for additional six month periods. The monthly rental payment will be NIS 16,500 (approximately $5,300). **ITEM 3. LEGAL PROCEEDING** We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. 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 officers of the Company, threatened against or affecting the Company, our common stock, our officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. **ITEM 4. MINE SAFETY DISCLOSURES** None. | 54 | | **** **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY** *Market Information* Our common stock is currently quoted on the Nasdaq Capital Market under the symbol VBIX. Our common stock has been traded on the Nasdaq since July 5, 2025. *Holders of common stock* As of December 31, 2025, there were approximately 2,707 stockholders of record of our common stock and 10,670,392 shares of our common stock outstanding. Our transfer agent is Transfer Online, 512 SE Salmon Street, Portland, OR 97214-3444, telephone: (503) 227-2950. *Dividends* Holders of common stock are entitled to dividends if declared by our Board of Directors, out of funds legally available therefore. We have never declared cash dividends on our common stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses. *Outstanding Warrants* The following table summarizes information of outstanding warrants as of December 31, 2025: | | | Warrants | | | Warrant Term | | Exercise Price | | | Exercisable | | | | | | | | | | | | | | | | | | Class J Warrants | | | 32,584 | | | July 2029 | | | 53.76 | | | | 32,584 | | | | Class K Warrants | | | 32,584 | | | July 2029 | | | 89.60 | | | | 32,584 | | | | June 2024 Facility Warrants | | | 18,257 | | | June 2027 | | | 1.00 | | | | 18,257 | | | | June 2024 Lead Lender Fee Warrant | | | 155,884 | | | June 2027 | | | 1.00 | | | | 155,884 | | | | June 2024 Lead Lender Fee Warrants | | | 5,296,610 | | | June 2027 | | | 0.472 | | | | 5,296,610 | | | | 2024 PIPE Warrants | | | 57,190 | | | July 2027 | | | 1.00 | | | | 57,190 | | | | 2025 July Private Placement - pre-funded warrants | | | 56,584 | | | Until exercised in full | | | 0.00 | | | | 56,584 | | | | 2025 July Private Placement common warrants | | | 925,923 | | | January 2031 | | | 4.74 | | | | 925,923 | | | | 55 | | *Securities Authorized for Issuance under Equity Compensation Plans* As of the date of this Annual Report, the Company has authorized 2,713,613 shares of common stock for issuance under our 2023 Stock Incentive Plan (the 2023 Plan). We do not grant options under our 2017 Employee Incentive Plan (the 2017 Plan) as it was superseded by the 2023 Plan. The following table summarizes information of outstanding options as of December 31, 2025: | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance | | | | Plan Category | | | | | | | | | | | | | | | Equity compensation plans approved by security holders (2017 Plan) | | | - | | | | - | | | | 33,333 | | | | Equity compensation plans approved by security holders (2023 Plan) | | | - | | | | - | | | | 2,713,613 | | | 2023 Stock Incentive Plan The maximum number of shares of common stock available for issuance under the 2023 Plan is equal to the sum of (i) 625,000 shares of common stock *plus*(ii) an annual increase on the first day of each year beginning in 2024 and on January 1st of each calendar year thereafter and through January 1, 2034, equal to the lesser of (A) 5% of our outstanding capital stock on the last day of the immediately preceding calendar year; and (B) such smaller amount as determined by our Board of Directors if so determined prior to January 1 of a calendar year in which the increase will occur, provided that no more than 625,000 shares of common stock may be issued upon the exercise of Incentive Stock Options. On July 11, 2025, our Board of Directors approved an increase in the number of shares of common stock reserved for issuance under the 2023 Plan by up to 2,713,613 shares of common stock. *Administration*. The Board of Directors, or a committee established or appointed by the Board of Directors to administer the 2023 Plan (the Administrator), administers the 2023 Plan. Under the 2023 Plan, the Administrator has the authority, subject to applicable law, to interpret the terms of the 2023 Plan and any award agreements or awards granted thereunder, designate recipients of awards, determine and amend the terms of awards, including the exercise price of an option award, the fair market value of our common stock, the time and vesting schedule applicable to an award or the method of payment for an award, accelerate or amend the vesting schedule applicable to an award, prescribe the forms of agreement for use under the 2023 Plan and take all other actions and make all other determinations necessary for the administration of the 2023 Plan. The Administrator also has the authority to approve the conversion, substitution, cancellation or suspension under and in accordance with the 2023 Plan of any or all option awards or shares of common stock, and the authority to modify option awards to eligible individuals who are foreign nationals or are individuals who are employed outside Israel or the United State of America to recognize differences in local law, tax policy or custom, in order to effectuate the purposes of the 2023 Plan but without amending the 2023 Plan. The Administrator also has the authority to amend and rescind rules and regulations relating to the 2023 Plan or terminate the 2023 Plan at any time. No termination or amendment of the 2023 Plan shall affect any then outstanding award unless expressly provided by the Administrator. *Eligibility.*The 2023 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102 of the Israeli Income Tax Ordinance (New Version) 5271-1961 (the Ordinance), and Section 3(i) of the Ordinance and for awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 of the Code and Section 409A of the Code. | 56 | | Section 102 of the Ordinance allows employees, directors and officers who are not controlling stockholders and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options under certain terms and conditions. Any non-employee service providers and controlling stockholders who are considered Israeli residents may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits. Section 102 includes two alternatives for tax treatment involving the issuance of options or shares to a trustee for the benefit of the grantees and also includes an additional alternative for the issuance of options or shares directly to the grantee. Section 102(b)(2) of the Ordinance, the most favorable tax treatment for the grantee, permits the issuance to a trustee under the capital gain track. *Grants.*All awards granted pursuant to the 2023 Plan will be evidenced by an award agreement, in a form approved, from time to time, by the Administrator in its sole discretion. The award agreement will set forth the terms and conditions of the award, including the type of award, number of shares subject to such award, vesting schedule and conditions (including performance goals or measures) and the exercise price, if applicable. Certain awards under the 2023 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. Unless otherwise determined by the Administrator and stated in the award agreement, and subject to the conditions of the 2023 Plan, awards vest and become exercisable under the following schedule: 25% of the shares covered by the award on the first anniversary of the vesting commencement date determined by the Administrator (and in the absence of such determination, the date on which such award was granted) and 6.25% of the shares covered by the award at the end of each subsequent three-month period thereafter over the course of the following three years; provided that the grantee remains continuously as an employee or provides services to us throughout such vesting dates. Each award will expire seven years from the date of the grant thereof, unless such shorter term of expiration is otherwise designated by the Administrator. *Awards.*The 2023 Plan provides for the grant of stock options (including Incentive Stock Options and nonqualified stock options), shares of common stock, restricted stock, RSUs and other stock-based awards. To the extent required by applicable law, the exercise price of an option may not be less than the par value of the shares (if the shares bear a par value) for which such option is exercisable. *Options*granted under the 2023 Plan to our employees who are U.S. residents may qualify as Incentive Stock Options, or may be non-qualified stock options. The exercise price of a non-qualified stock option shall not be less than 100% of the fair market value of a share on the date of grant of such option or such other amount as may be required pursuant to the section 409A of the Code. Notwithstanding the foregoing, a non-qualified stock option may be granted with an exercise price lower than the minimum exercise price set forth above if such Award is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of that complies with section 424(a) of the Code 1.409A-1(b)(5)(v)(D) of the U.S. Treasury Regulations or any successor guidance. The exercise price of an Incentive Stock Option may not be less than 100% of the fair market value of the underlying share on the date of grant or such other amount as may be required pursuant to the Code. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than the minimum exercise price set forth above if such award is granted pursuant to an assumption or substitution for another option in a manner that complies with the provisions of Section 424(a) of the Code. In the case of Incentive Stock Options granted to a ten percent stockholder, (i) the exercise price shall not be less than 110% of the fair market value of the underlying share on the date of grant, and (ii) the exercise period shall not exceed five (5) years from the effective date of grant of such grant. *Exercise.*An award under the 2023 Plan may be exercised by providing us with a written or electronic notice of exercise and full payment of the exercise price for such shares underlying the award, if applicable, in such form and method as may be determined by the Administrator and permitted by applicable law. An award may not be exercised for a fraction of a share. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2023 Plan, the Administrator may, in its discretion, accept cash, provide for net withholding of shares in a net exercise mechanism or direct a securities broker to sell shares and deliver all or a part of the proceeds to us or the trustee. | 57 | | *Transferability.*Other than by will, the laws of descent and distribution or as otherwise provided under the 2023 Plan or by the Administrator, neither the options nor any right in connection with such options are assignable or transferable. *Termination of Employment.*In the event of termination of a grantees employment or service with us or any of our affiliates, all vested and exercisable awards held by such grantee as of the date of termination may be exercised within three months after such date of termination, unless otherwise determined by the Administrator, but in no event later than the date of expiration of the award as set forth in the award agreement. After such three-month period, all such unexercised awards will terminate and the shares covered by such awards shall again be available for issuance under the 2023 Plan. In the event of termination of a grantees employment or service with us or any of our affiliates due to such grantees death or permanent disability, or in the event of the grantees death within the three month period (or such longer period as determined by the Administrator) following his or her termination of service, all vested and exercisable awards held by such grantee as of the date of termination may be exercised by the grantee or the grantees legal guardian, estate or by a person who acquired the right to exercise the award by bequest or inheritance, as applicable, within one year after such date of termination, unless otherwise provided by the Administrator, but in no event later than the date of expiration of the award as set forth in the award agreement. Any awards which are unvested as of the date of such termination or which are vested but not then exercised within the one-year period following such date, will terminate and the shares covered by such awards shall again be available for issuance under the 2023 Plan. In the event that the employment or service of a grantee shall terminate on account of such grantees retirement, all awards of such grantee that are exercisable at the time of such retirement may, unless earlier terminated in accordance with their terms, be exercised at any time within the three-month period after the date of such retirement (or such different period as the Administrator shall prescribe). Notwithstanding any of the foregoing, if a grantees employment or services with us or any of our affiliates is terminated for cause (as defined in the 2023 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of such termination and the shares covered by such awards shall again be available for issuance under the 2023 Plan. *Voting Rights.*Except with respect to restricted stock awards, grantees will not have the same rights as a shareholder with respect to any of our shares covered by an award until the award has vested and/or the grantee has exercised such award, paid any exercise price for such award and becomes the record holder of the shares. With respect to restricted stock awards, grantees will possess all incidents of ownership of the restricted shares, including the right to vote and receive dividends on such shares. *Dividends.*Grantees holding restricted share awards will be entitled to receive dividends and other distributions with respect to the shares underlying the restricted share award. Any stock split, stock dividend, combination of shares or similar transaction will be subject to the restrictions of the original restricted stock award. Grantees holding RSUs will not be eligible to receive dividend but may be eligible to receive dividend equivalents. *Transactions.*In the event of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of our stock, the Administrator in its sole discretion may, without the need for a consent of any holder of an award, make an appropriate adjustment in order to adjust (i) the number and class of shares reserved and available for grants of awards, (ii) the number and class of stock covered by outstanding awards, (iii) the exercise price per share covered by any award, (iv) the terms and conditions concerning vesting and exercisability and the term and duration of the outstanding awards, (v) the type or class of security, asset or right underlying the award (which need not be only that of ours, and may be that of the surviving corporation or any affiliate thereof or such other entity party to any of the above transactions), and (vi) any other terms of the award that in the opinion of the Administrator should be adjusted; provided that any fractional shares resulting from such adjustment shall be rounded to the nearest whole share unless otherwise determined by the Administrator and the company shall have no obligation to make any cash or other payment with respect to such fractional shares. In the event of a distribution of a cash dividend to all shareholders, the Administrator may determine, without the consent of any holder of an award, that the exercise price of an outstanding and unexercised award shall be reduced by an amount equal to the per share gross dividend amount distributed by us, subject to applicable law. | 58 | | In the event of a merger or consolidation of our business or a sale of all, or substantially all, of our stock or assets or other transaction having a similar effect on us, or change in the composition of the Board of Directors, or liquidation or dissolution, or such other transaction or circumstances that our Board of Directors determines to be a relevant transaction, then without the consent of the grantee and without any prior notice requirement, (i) unless otherwise determined by the Administrator, any outstanding award will be assumed or substituted by us, or such successor corporation, or by any parent or affiliate thereof, or (ii) regardless of whether or not awards are assumed or substituted (a) provide the grantee with the option to exercise the award as to all or part of the shares, and may provide for an acceleration of vesting of unvested awards, (b) cancel the award and pay in cash, our shares, the acquirer or other corporation which is a party to such transaction or other property as determined by the Administrator as fair in the circumstances, or (c) provide that the terms of any award shall be otherwise amended, modified or terminated, as determined by the Administrator to be fair in the circumstances. Intercompany Agreements In connection with the adoption of our 2023 Plan, on March 7, 2023 we entered into certain intercompany agreements with two of our subsidiaries, Viewbix Israel and Gix Media (the Intercompany Agreements). The Intercompany Agreements provide for the offer of awards under our 2023 Plan to service providers of Viewbix Israel and Gix Media, as our affiliates under the 2023 Plan (Affiliates). Under the Intercompany Agreements, our 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 our common stock pursuant to an award, but in any event not prior to the vesting of an award, for the costs of the shares issued to its service providers participating in the 2023 Plan. The reimbursement amount shall be equal to the lower of (a) the book expense for such award as recorded on the financial statements of the respective Affiliate, determined and calculated according to either IFRS, 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 our common stock at the time of exercise of an option or at the time of vesting of an RSU, as applicable. **ITEM 6. [RESERVED].** **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS** *Overview* *The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our consolidated financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which refer to future events. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.* **Overview** **** Viewbix is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbixs operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their. 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 Companys failure to meet predetermined sales targets which were set pursuant to the recapitalization transaction with Gix Internet Ltd. in January 2020, the Company determined to reduce its operations and the size of its sales and R&D team in the Digital Advertising Platform. The Company, through its subsidiary, Gix Media, is focused on digital advertising operations the Search Platform. Gix Media develops and markets a variety of technological software solutions that automate, optimize and monetize online campaigns. These technological tools enable advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their sites. Through the Search Platform, the Company provides services to leading Search Engines worldwide by developing, marketing and distributing software products to internet users. The operations and activity on this platform are powered by Gix Media. | 59 | | Until November 2025, in addition to Gix Medias Search Platform, the Company, through a previous majority-owned subsidiary of Gix Media, Cortex, operated a digital content platform, which produced engaging content and marketing material in various languages to various target audiences, in order to generate revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms. Following the Cortex Sale (as defined below), the Company only operates the Search Platform. The Company, through its wholly-owned subsidiary, Quantum, is focused on developing and promoting quantum algorithms for the transportation, drug discovery and security segments as well as developing quantum-based GPS replacement and quantum atom accuracy solutions. Quantum currently owns and operates six portfolio-companies, each dealing with a different quantum segment and challenge. Quantums proprietary intellectual property portfolio, including an innovative patent in quantum error correction, sub-licensed in collaboration with Ramot, the technology transfer company of Tel Aviv University, addresses critical challenges in noisy intermediate-scale quantum devices by enabling efficient, real-time decoding of surface code errorsreducing computational overhead by up to 50% compared to traditional methods and supporting scalable fault-tolerant quantum computing. The Company, through its wholly-owned subsidiary, Metagramm, is focused on artificial intelligence (AI) and natural language processing (NLP) communication-based solutions. Metagramm specializes in developing advanced writing assistance tools that leverage artificial intelligence, machine learning and natural language processing technologies. Metagramms main product, Bubbl is a writing tool designed to provide personalized and customized text tailored to the users unique expression and can translate various languages into English. Metagramm licenses its products on a subscription basis to businesses and individual customers. **** **Recent Developments** **** *Quantum Acquisition* ** On December 15, 2025, we entered into a securities exchange agreement (the Quantum Exchange Agreement) with Quantum and certain of the shareholders of Quantum (the Quantum Shareholders) pursuant to which we agreed to issue to the Quantum Shareholders an aggregate of up to 40.0% of our issued and outstanding capital stock as of December 15, 2025, inclusive of the 800,000 shares of our common stock issuable by us in a private placement offering that we entered into in November 2025 (the Private Placement Shares), consisting of (i) up to 2,666,000 shares of our common stock, representing 19.99% of our issued and outstanding capital stock (the Viewbix Exchange Shares), inclusive of the Private Placement Shares, and (ii) pre-funded warrants to purchase up to 4,447,595 shares of our common stock, representing the balance of up to the 40.0%, as of December 15, 2025, less the Viewbix Exchange Shares (the Viewbix Exchange Pre-Funded Warrants), in exchange for up to 100%, but not less than 85%, of Quantums issued and outstanding share capital on a fully diluted and post-closing basis, equal to an amount up to 589,319 of Quantums ordinary shares. In addition, pursuant to the Quantum Exchange Agreement, we may issue up to 12,702,847 additional shares of our common stock or pre-funded warrants to purchase shares of our common stock (collectively, the Earn-Out Securities), upon the achievement of certain milestones as follows: (i) the issuance of up to 1,975,998 Earn-Out Securities upon the submission of five (5) patent applications including provisional applications in total, across at least three (3) distinct sub-fields within the quantum sector, by the Quantum or any of its Portfolio Companies (as defined in the Quantum Exchange Agreement) during the 18-month period following the Quantum Closing Date (as defined below), (ii) the issuance of up to 3,436,519 Earn-Out Securities upon the closing of listing, public offering, or an M&A Transaction (as defined in the Quantum Exchange Agreement) of any Portfolio Company of Quantum, at a pre-money valuation of no less than $20 million during the twenty four-month period following the Quantum Closing Date, and (iii) the issuance of up to 7,290,330 Earn-Out Securities upon the earlier of: (1) a capital raise of at least $10 million into either Viewbix or Quantum at a pre-money valuation of no less than $250 million; or (2) closing of any M&A Transaction of Quantum, at a pre-money valuation not less than $250 million during the 48-month period following the Quantum Closing Date. Pursuant to the Quantum Exchange Agreement, the Earn-Out Securities may become issuable to the Quantum Shareholders only following the 12-month anniversary of the Quantum Closing Date, and only upon achievement of the applicable earn-out milestones set forth above. | 60 | | The Viewbix Exchange Shares and the shares of common stock k issuable upon the exercise of the Viewbix Exchange Pre-Funded Warrants issuable to the Quantum Shareholders will be subject to a 12-month lock-up period following the Quantum Closing Date, subject to certain exceptions. The Viewbix Exchange Pre-Funded Warrants and the pre-funded warrants issuable as Earn-Out Securities are, or will be, immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. The transaction closed on March 4, 2026 (the Quantum Closing Date) and resulted in us acquiring 100% of Quantums issued and outstanding share capital on a fully diluted and post-closing basis and Quantum becoming a majority-owned subsidiary of Viewbix. ** *November 2025 PIPE* ** On November 5, 2025, we entered into a securities purchase agreement (the Original SPA) with certain accredited investors (the Investors) in connection with a private placement (the November 2025 Private Placement). The Original SPA as a closing condition had that we shall have entered into a definitive and binding agreement to acquire 100% of the share capital on a fully diluted basis of Quantum. As of January 1, 2026, we had entered into a definitive and binding agreement to acquire only 85.01% of the share capital on a fully diluted basis of Quantum (the Quantum Acquisition). Accordingly, we and the Investors have amended certain terms of the November 2025 Private Placement. On January 1, 2026, we entered into an amended and restated securities purchase agreement (the November 2025 Purchase Agreement) with the Investors pursuant to which we issued and sold an aggregate of 800,000 shares of our common stock (the November 2025 Private Placement Shares). Each November 2025 Private Placement Share was sold together with a number of warrants equal to the 80% of the total number of November 2025 Private Placement Shares sold in the November 2025 Private Placement, or in total warrants to purchase up to an aggregate of 640,000 shares of our common stock (the November 2025 Common Warrants and together with the November 2025 Private Placement Shares, the November 2025 PIPE Securities), at a combined purchase price of $1.75 per November 2025 Private Placement Share and accompanying November 2025 Common Warrant. The November 2025 Private Placement closed on March 4, 2026 (the Closing Date). The November 2025 Common Warrants are immediately exercisable upon issuance at an exercise price of $2.625 per share, subject to adjustment as set forth therein, and will expire five years from the issuance date. The November 2025 Common Warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of our common stock underlying the November 2025 Common Warrants. A holder of the November 2025 Common Warrants will not have the right to exercise any portion of its November 2025 Common Warrants if the holder (together with such holders affiliates, and any persons acting as a group together with such holder or any of such holders affiliates or any other persons whose beneficial ownership of shares of our common stock would be aggregated with the holders or any of the holders affiliates), would beneficially own shares of common stock in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. In connection with the November 2025 Purchase Agreement, we entered into a registration rights agreement on November 5, 2025 (the November 2025 Registration Rights Agreement) with the Investors. Pursuant to the November 2025 Registration Rights Agreement, we are required to file a resale registration statement (the November 2025 Registration Statement) with the SEC to register for resale the November 2025 Private Placement Shares and the shares of our common stock issuable upon exercise of the November 2025 Common Warrants within thirty (30) calendar days after the Closing Date (the Filing Date), and to have such Registration Statement declared effective within sixty (60) calendar days after the Filing Date in the event the Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the Filing Date in the event the November 2025 Registration Statement is reviewed by the SEC. If, due to a shutdown or suspension of operations of the U.S. federal government or the SEC, the Registration Statement cannot be declared effective, the Corporation shall not be deemed to be in breach of the Registration Rights Agreement for failure to cause such Registration Statement to be declared effective during such period. | 61 | | We also entered into an advisory agreement (the Advisory Agreement) with L.I.A. Pure Capital Ltd. (the Advisor) pursuant to which the Advisor provided advisory services in connection with the November 2025 Private Placement. We paid a commission to the Advisor of (i) a cash fee of $70,000 and (ii) a warrant to purchase 32,000 shares of our common stock (the Advisor Warrant), which was conditioned upon the closing of the November 2025 Private Placement. The Advisor Warrant has the same terms as the November 2025 Common Warrants. In addition, in connection with the closing of the November 2025 Private Placement, we repaid $200,000 of the outstanding loan amount owed to the Advisor pursuant to that certain Amended and Restated Facility Agreement, dated July 22, 2024, by and between Viewbix and by and between certain lenders including the Advisor. Aggregate gross proceeds to us in respect of the November 2025 Private Placement were approximately $1.4 million, before deducting fees payable to the Advisor and other offering expenses payable by us. If the November 2025 Common Warrants are exercised in cash in full this would result in an additional $1.68 million of gross proceeds. ** *Sale of Cortex* ** On November 9, 2025, Gix Media, a wholly-owned subsidiary of the Company, Cortex, and the Founders entered into the Cortex Purchase Agreement with Pro Sportority, a subsidiary of Minute Media. Pursuant to the Cortex Purchase Agreement, Pro Sportority acquired from Gix Media all of the issued and outstanding share capital of Cortex held by Gix Media, constituting 80% of Cortexs issued and outstanding share capital, and, together with similar agreements entered into with the other shareholders of Cortex and the cancellation of all outstanding options, warrants, and other convertible securities of the Cortex, which resulted in Pro Sportority owning 100% of Cortexs issued and outstanding share capital on a fully diluted basis. The Cortex Sale was signed and closed on November 9, 2025 (the Cortex Closing). As a result, Cortex became a wholly-owned subsidiary of Pro Sportority and Cortex ceased being a majority-owned direct subsidiary of Gix Media and an indirect subsidiary of Viewbix. The aggregate consideration payable to Gix Media is $800,000, consisting of (i) $200,000 in cash, and (ii) $600,000 in the form of 5,161 newly issued Preferred J Shares of Minute Media (the Minute Media Shares), the most senior class of preferred shares of Minute Media. Minute Media retains a call option to repurchase the Minute Media Shares from Gix Media under certain conditions, including insolvency or a change of control of Gix Media. Gix Media is subject to a two-year non-compete and non-solicitation covenant following the Cortex Closing. As a result of the Cortex Sale, Cortex is presented as discontinued operations in our audited consolidated financial statements for the years ended December 31, 2025 and 2024. ** *July 2025 PIPE* ** On July 11, 2025, the Company entered into a securities purchase agreement (the July 2025 Purchase Agreement) with certain accredited investors pursuant to which the Company issued and sold in a private placement, (the July 2025 Private Placement) an aggregate of 848,763 shares of common stock, pre-funded warrants to purchase up to 77,160 shares of common stock and common warrants to purchase up to an aggregate of 925,923 shares of common stock, at an offering price of $4.86 per share of common stock and associated common warrant and an offering price of $4.8599 per pre-funded warrant and associated common warrant. The pre-funded warrants were immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. The common warrants were immediately exercisable upon issuance at an exercise price of $4.74 per share, subject to adjustment as set forth therein, and will expire five and a half years from the issuance date. The common warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of shares of common stock underlying the common warrants. | 62 | | In connection with the July 2025 Purchase Agreement, we entered into a registration rights agreement (the July 2025 Registration Rights Agreement) with each investor. Pursuant to the July 2025 Registration Rights Agreement, the Company was required to file a resale registration statement with the SEC (the July 2025 PIPE Registration Statement) to register for resale the shares of common stock issued in the July 2025 Private Placement and the shares of common stock issuable upon exercise of the pre-funded warrants and common warrants issued in the July 2025 Private Placement within fourteen (14) trading days of the signing date of the July 2025 Purchase Agreement (the July 2025 PIPE Signing Date) and to have such July 2025 PIPE Registration Statement declared effective within sixty (60) calendar days after the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is reviewed by the SEC. The Company filed the July 2025 PIPE Registration Statement on July 23, 2025, which was declared effective by the SEC on July 31, 2025. In connection with the July 2025 Private Placement, the Company also entered into a letter agreement (the July 2025 Placement Agent Agreement) with Aegis Capital Corp., as placement agent (the Placement Agent) dated July 11, 2025, pursuant to which the Placement Agent served as the placement agent for in connection with the July 2025 Private Placement. The Company paid the Placement Agent a cash placement fee equal to 7.0% of the gross proceeds received in the July 2025 Private Placement and $50,000 for reasonable legal fees and disbursements for the Placement Agents counsel. In addition, pursuant to the July 2025 Placement Agent Agreement, the Company agreed to abide by certain customary standstill restrictions for a period of thirty (30) days following the later of the closing of the July 2025 Private Placement and the date that the July 2025 PIPE Registration Statement is declared effective by the SEC. Aggregate gross proceeds to the Company in respect of the July 2025 Private Placement were approximately $4.5 million, before deducting fees payable to the Placement Agent and other offering expenses payable by us. If the warrants are exercised in cash in full this would result in an additional $4.4 million of gross proceeds. The July 2025 Private Placement closed on July 14, 2025. ** *Filing of Insolvency Petition Against Gix Media* On March 27, 2025, a petition (the Petition) was filed with the District Court of Tel Aviv-Jaffa (the Court) for a court order to commence insolvency proceedings under the Insolvency and Economic Rehabilitation Law, 5778 2018 against Gix Media. The Petition was filed by a primary service provider (the Service Provider) of Gix Media claiming that Gix Media owes it approximately $260,000 (excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider. On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Provider and other creditors of Gix Media that joined the Petition (collectively, the Service Providers) with respect to the debts owed by Gix Media to the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix Media to the Service Providers. On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $1.13 million to the Service Providers as payment in full of the debts owed to the Service Providers. As a result of such payment in full by Gix Media to the Service Providers, the Petition was dismissed. ** *Nasdaq Uplisting* ** On June 4, 2025, we issued a press release announcing that our shares of common stock, par value $0.0001 per share were approved for listing on the Nasdaq Capital Market. Our shares of common stock began trading under the symbol VBIX on The Nasdaq Capital Market on June 5, 2025 (the Uplist). Our shares of common stock were previously quoted on the OTC Markets, Pink Tier under the symbol VBIX, and ceased to be quoted on the OTC Markets, Pink Tier at the close of business on June 4, 2025. ** *Metagramm Acquisition* ** On March 24, 2025, we entered into a securities exchange agreement with Metagramm and the Metagramm Shareholders pursuant to which we issued to the Metagramm Shareholders an aggregate of 19.99% of our issued and outstanding capital stock on a pro rata and post-closing basis, equal to 1,323,000 shares of our common stock in exchange for 100% of Metagramms issued and outstanding share capital on a fully diluted and post-closing basis, equal to 718,520 Metagramm ordinary shares. The transaction closed on March 24, 2025 and resulted in Metagramm becoming a wholly-owned subsidiary of Viewbix. ** ** | 63 | | ** *Financing Agreement* Effective as of January 29, 2025, Gix Media and Leumi entered into a fifth addendum, to a certain financing agreement with Leumi for the provision of a line of credit in the total amount of up to $3.5 million and a long-term loan totaling $6 million, which Gix Media used to finance the acquisition of Cortex on October 13, 2021 (the Cortex Acquisition and Financing Agreement), which was effective as of January 29, 2025, pursuant to which, inter alia: (i) the existing credit facility to Gix Media was extended to March 31, 2025; (ii) the repayment schedule of all outstanding obligations under the long term bank loans of Gix Media under the Financing Agreement, was deferred until the actual deposit by the Company in Gix Medias account of an investment account equal to the amounts of the deferred long term bank loans owned by Gix Media (the Investment Amount), which in any event shall be no later than March 31, 2025 (the Deposit Date); (iii) upon such deposit date, all deferred payments shall be immediately repaid using the deposited amounts and any remaining amounts from any other sources; (iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each long term bank loan. On March 30, 2025, Gix Media and Leumi entered into a sixth additional addendum to the Financing Agreement, which extended the Deposit Date until May 20, 2025. On July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement (the July 2025 Repayment and Financing Agreement), which further extended the Deposit Date until October 1, 2025. In connection with the July 2025 Repayment Financing Agreement, Gix Media agreed to repay $2.4 million to Leumi by October 1, 2025. In addition, in connection with the July 2025 Repayment Financing Agreement, as of October 1, 2025, Bank Leumi shall grant to Gix Media a loan in an amount equal to Gix Medias then-current outstanding principal portion of the loan plus interest, fees and expenses. The loan shall accrue interest at Bank Leumis applicable rate as of October 1, 2025, shall be repaid on a monthly basis and shall have a term of 24 months. During July 2025, Gix Media repaid a total of $2.4 million to Bank Leumi in accordance with the July 2025 Repayment and Financing Agreement. On July 10, 2025, Gix Media received a new loan in the amount of $1.56 million to be repaid in 24 consecutive monthly payments beginning in October 2025, at an annual interest rate of SOFR + 4.92%. *Cortex Adverse Effect* On November 9, 2025, Gix Media completed the Cortex Sale, which resulted in Cortex ceasing to be a consolidated indirect subsidiary of the Company and a direct, majority-owned subsidiary of Gix Media. In addition, Cortex is presented as discontinued operations in the Companys audited consolidated financial statements for the years ended December 31, 2025 and 2024. For additional information, see Managements Discussion and Analysis of Financial Condition and Results of OperationsRecent DevelopmentsSale of Cortex above. Prior to the Cortex Sale, in April 2024, the Company was informed by Cortex, that certain recent developments relating to publishers that are categorized by a number of programmatic advertisers as Made for Advertising (MFA) sites, including decisions made by leading media programmatic advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA, have materially affected Cortexs business and operations. In connection with the foregoing, a significant customer of Cortex notified Cortex that in light of the foregoing changes relating to MFA that customer decided to stop advertising on Cortexs Websites, which decision significantly and negatively impacted Cortexs future revenue streams (the Cortex Adverse Effect). **Consolidated Results of Operations** **** Following the Cortex Sale, Cortex is presented as discontinued operations in the Companys audited consolidated financial statements for the years ended December 31, 2025 and 2024. For additional information, see Managements Discussion and Analysis of Financial Condition and Results of OperationsRecent DevelopmentsSale of Cortex above and Note 3 to our consolidated financial statements. *Results of Operations during the year ended December 31, 2025, as compared to the year ended December 31, 2024* Revenues for the year ended December 31, 2025, were $1,569 thousand a decrease of $3,400 thousand as compared to $4,969 thousand for the year end December 31, 2024. | 64 | | Our revenue from Gix Medias Search Platforms direct model was $1,518 thousand for the year ended December 31, 2025, compared to $3,200 thousand for the year ended December 31, 2024. During the year ended December 31, 2025, the number of search referrals to the Gix Major Customer conducted by users from the direct model was 21.51 million, compared to 55.1 million for the year ended December 31, 2024. The decrease in user search referrals is primarily due to changes and updates in internet browsers technology, which have reduced the scale of distribution of the Companys products through the direct model. The Company anticipates that its revenues from add-ons to internet browsers will continue to decrease due to changes and updates in internet browsers technology while its revenues from the Search to Search model will increase. Our revenue from Gix Medias Search Platforms indirect model was $25 thousand for the year ended December 31, 2025, compared to $1,769 thousand for the year ended December 31, 2024. During the year ended December 31, 2025, the number of search referrals to the Gix Major Customer conducted by users from the indirect model was 0.5 million, as compared to 42.1 million for the year ended December 31, 2024. The decrease in user search referrals through the indirect model is primarily due to: (i) a decrease in the number of searches received from Gix Medias third-party strategic partners through the indirect model mainly as a result of decrease in the credit received from third-party strategic partners and (ii) global changes in a main Search Engine which led to reductions in search base advertising budgets of Gix Medias customers. In order to increase the revenues from the Search Platforms indirect model, the Company engaged with new third-party strategic partners in 2025. Traffic acquisition and related costs for the year ended December 31, 2025, were $297 thousand, a decrease of $1,433 thousand as compared to $1,730 thousand for the year ended December 31, 2024. The reason for the decrease in the year ended December 31, 2025, is due to the decrease in revenues as compared to the year ended December 31, 2024, as mentioned above. Research and development expenses for the year ended December 31, 2025, were $69 thousand as compared to $830 thousand for the year ended December 31, 2024. The reason for the decrease in the year ended December 31, 2025 is due to the expense reduction primarily in salaries and professional services during the year ended December 31, 2025. Sales and marketing expenses for the year ended December 31, 2025, were $100 thousand as compared to $309 thousand for the year ended December 31, 2024. The reason for the decrease in the year ended December 31, 2025, is due to the expense reduction primarily in salaries, as compared to the year ended December 31, 2024. General and administration expenses for the year ended December 31, 2025, were $1,625 thousand as compared to $1,853 thousand for the year ended December 31, 2024. The reason for the decrease in the year ended December 31, 2025, is due to expense reduction primarily in salaries, rental and headquarters expenses, offset by an increase due to higher professional services expenses in the period following the Uplist in the year ended December 31, 2025, as compared to the year ended December 31, 2024. Our depreciation and amortization expenses for the year ended December 31, 2025, were $848 thousand, a slight increase as compared to $813 thousand during the same period in the prior year. Our other expenses were $814 thousand for the year ended December 31, 2025, compared to $271 during the year ended December 31, 2024. Other expenses for the year ended December 31, 2025, were primarily related to costs incurred in connection with the Uplist and registration for the resale of the Companys common stock. Other expenses for the year ended December 31, 2024, were primarily related to costs incurred in connection with the Uplist which were offset by other income attributable to governmental grants received by Gix Media from the Israel Tax Authority in connection with the war in Israel. | 65 | | Our net financial expense was $11,253 thousand for the year ended December 31, 2025, as compared to net financial expense of $2,610 thousand for the year ended December 31, 2024. The reason for the increase during the year ended December 31, 2025 is mainly attributable to financing expenses related to financial instruments arising from facility agreements entered into during June and July 2024, which are measured at fair value. Our income tax benefit was $39 thousand for the year ended December 31, 2025, as compared to $131 thousand income tax expense for the year ended December 31, 2024. The reason for the increase in our income tax benefit during the year ended December 31, 2025, is due to the decrease in income before tax. Net loss from discontinued operations decreased by $3,111 thousand to $7,417 thousand in the year ended December 31, 2025, as compared to $10,528 thousand for the year ended December 31, 2024. For further details regarding the amounts recorded in respect of discontinued operations in the years ended December 31, 2025 and 2024, please refer to note 3 to our consolidated financial statements. *Liquidity and Capital Resources* As of December 31, 2025, we had current assets of $1,652 thousand consisting of $1,018 thousand in cash and cash equivalents, $20 thousand in restricted deposits, $315 thousand in accounts receivable and $299 thousand in other current assets. As of December 31, 2025, we had non-current assets of $9,105 thousand consisting of $12 thousand in deferred taxes, $56 thousand in property and equipment net, $600 thousand in financial assets measured at cost method, $2,045 thousand in intangible assets net and $6,392 thousand in goodwill. As of December 31, 2025, we had $4,063 thousand in current liabilities consisting of $1,204 thousand in accounts payable, $951 thousand in other payables, $1,041 thousand in short term loans and current maturities of a long-term loans and $867 thousand in short-term convertible loans. As of December 31, 2025, we had $1,705 thousand in non-current liabilities consisting of $586 thousand long-term loans, $793 thousand in earn out liability and $326 thousand in deferred taxes. As of December 31, 2024, we had current assets of $7,752 thousand consisting of $24 thousand in cash and cash equivalents, $30 thousand in restricted deposits, $557 thousand in accounts receivable, $775 thousand in other current assets, $2,385 thousand in current assets of discontinued operations and $3,981 thousand in the loan to our parent company, in accordance with the Second Loan Agreement, as defined below. As of December 31, 2024, we had non-current assets of $14,214 thousand consisting of $56 thousand in deferred taxes, $17 thousand in property and equipment net, $1,886 thousand in intangible assets net, $1,083 thousand in goodwill and $11,172 thousand in non-current assets of discontinued operations. As of December 31, 2024, we had $12,929 thousand in current liabilities consisting of $2,442 thousand in accounts payable, $597 thousand in other payables, $4,544 thousand in short term loans and current maturities of a long-term loans, $29 thousand in embedded derivatives, $779 thousand in short-term convertible loans and $4,538 thousand in current liabilities of discontinued operations. As of December 31, 2024, we had $1,530 thousand in non-current liabilities consisting of $496 thousand long-term loans, $222 thousand in deferred taxes and $812 thousand in non-current liabilities of discontinued operations. We had a negative working capital of $2,411 thousand as of December 31, 2025, as compared to a negative working capital of $5,177 thousand as of December 31, 2024. During the fiscal year ended December 31, 2025, we had negative cash flows from operating activities of continuing operations of $2,769 thousand as compared to positive cash flows from operating activities of continuing operations of $1,400 thousand during the year ended December 31, 2024. The reason for the decrease in the year ended December 31, 2025 is due to: (i) a decrease in changes in assets and liabilities items in an amount of $760 thousand during the year ended December 31, 2025 as compared an increase in the amount of $2,042 thousand during the year ended December 31, 2024 mainly due to fact that Gix Media paid approximately $1.13 million to the Service Providers as part of the settlement agreement, and (ii) an increase in the net loss continuing operations for the year ended December 31, 2025 in an amount of $9,820 thousand as compared to the year ended December 31, 2024 due to the decrease in the companys revenues. During the fiscal year ended December 31, 2025, we had negative cash flows from operating activities of discontinuing operations of $694 thousand as compared to positive cash flows from operating activities of discontinuing operations of $143 thousand during the year ended December 31, 2024. | 66 | | During the fiscal year ended December 31, 2025, we had $151 thousand negative cash flow from investing activities of continuing operations as compared to $0 thousand cash flow from investing activities of continuing operations during the year ended December 31, 2024. The decrease in the cash flow from investing activities of continuing operations is due to net cash from the sale of Cortex shares. During the fiscal year ended December 31, 2025, we had $0 thousand cash flow from investing activities of discontinuing operations as compared to $1 thousand negative cash flow from investing activities of discontinuing operations during the year ended December 31, 2024. During the fiscal year ended December 31, 2025, we had $3,800 thousand positive cash flow from financing activities of continuing operations as compared to $2,113 thousand negative cash flow from financing activities of continuing operations during the year ended December 31, 2024. The increase was primarily attributable to proceeds of $2,222 thousand from the exercise of warrants in connection with facility agreements and a private placement, $4,023 thousand received under the July 2025 Purchase Agreement, net repayments of bank loans and convertible loans, which totaled $2,441 thousand compared to $2,242 thousand net repayments of bank loans and convertible loans during the year ended December 31, 2024. During the fiscal year ended December 31, 2025, we had $170 thousand positive cash flow from financing activities of discontinuing operations as compared to $670 thousand negative cash flow from financing activities of discontinuing operations during the year ended December 31, 2024. There are no limitations in the Companys Certificate of Incorporation on the Companys ability to borrow funds or raise funds through the issuance of shares of its common stock to affect a business combination. Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a floating lien on Gix Medias assets; (2) a lien on Gix Medias bank account in Leumi; (3) a lien on Gix Medias rights under the Cortex Transaction; (4) a fixed lien on Gix Medias intellectual property; and (5) a lien on all of Gix Medias holdings in Cortex. The Company has also provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a guarantee to Leumi of all of Gix Medias obligations and undertakings to Leumi unlimited in amount; (2) a subordination letter signed by the company to Leumi; (3) A first ranking all asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Companys bank accounts. According to the Financing Agreement, Gix Media undertook to meet a financial covenant over the life of the loans. As of December 31, 2025, Gix Media is in compliance with the financial covenant in connection with the Financing Agreement. *Going Concern* During the period ended December 31 2025, we experienced a decrease in its revenues from the Search Platforms and Cortexs digital content platform as a result of the Cortex Adverse Effect, a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers technology, which adversely impacted the Companys ability to acquire traffic in the Search Segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the Search Segment, as a result of lack of availability of suppliers credit from such third party strategic partners. As a result of the foregoing, the Companys operations were adversely affected. As a result of such decreases, for the year ended December 31, 2025, we recorded an operating loss from continuing operations of $2,184 thousand compared to $837 thousand during the year ended December 31, 2024, and a net loss of $20,815 thousand compared to $14,106 thousand during the year ended December 31, 2024. As of December 31, 2025, we had cash and cash equivalents $1,018 thousand, bank loans and convertible loans of $2,494 thousand and an accumulated deficit of $46,047 thousand. Such a decline in revenues raise a substantial doubt about our ability to continue as a going concern during the 12-month period following the issuance date of our consolidated financial statements for the year ended December 31, 2025. Managements response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research and development, selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well as creation of new partnerships and other new income sources. In addition, the company entered into the facility agreements and a private placement, through which it has raised capital. Additionally, following the consummation of the Uplist, the Company received additional funds from the exercise of warrants and the receipt of additional loans in connection with a private placement and facility agreements. Furthermore, on July 14, 2025, the Company closed the July 2025 Private Placement with certain accredited investors, pursuant to which the Company received gross proceeds of $4.5 million. In addition, on March 4, 2026, the Company closed the November 2025 Private Placement with certain accredited investors, pursuant to which the Company received gross proceeds of $1.4 million. However, there is significant uncertainty as to whether the Company will be able to secure additional funds when needed. Our consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | 67 | | *Availability of Additional Capital* Our potential financing transactions may include the issuance of equity and/or debt securities including convertible debt, obtaining credit facilities, or other financing mechanisms. In the event that we seek to raise funds through additional private placements of equity or convertible debt, the trading price of our common stock could be adversely affected. Further, any adverse conditions in the financial markets could make it more difficult to obtain future financing through the issuance of equity or debt securities when and if needed. Even if we are able to raise a sufficient amount of funds that may be required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek additional and/or alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we may have to curtail our plan of operations. *Critical Accounting Policies and Estimates* Our significant accounting policies are summarized in note 2 to our consolidated financial statements. We identify here a policy that entail significant judgments or estimates by management. Business Combination - Metagramm acquisition See notes 1C and 8C to our consolidated financial statements. In March 24, 2025 (the acquisition date), the Company completed the acquisition of 100% of the issued and outstanding share capital of Metagramm for a total consideration of $6.17 million, of which $1,010 thousands was recorded as contingent consideration related to a potential earn-out provision, which is based on achieving certain financing and revenue milestones of Metagramm during the years of the earn-out provision terms. The transaction was accounted for as a business combination in accordance with ASC 805 Business Combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values which primarily consisted of technology, customer relationships and goodwill intangible assets of $550 thousands, $390 thousands and $5,309 thousands, respectively (collectively the Intangible Assets). In addition, the Company estimated the fair value of the contingent consideration (Earn-out Liability) of $1,010 thousands as of the acquisition date. Third party appraisal firms and other consultants are engaged to assist management in determining the fair values of the Intangible Assets and Earn-out Liability. The Company primarily uses the income approach in the valuation of intangible assets and uses the Monte Carlo Method in the valuation of the Earn-Out Liability. The income approach to valuation is based on the present value of future cash flows attributable to each identifiable intangible asset. This approach to valuation requires management to make significant estimates and assumptions including but not limited to: discount rates, future cash flows, technology, and customer relationships. The Monte Carlo Method requires management to make significant estimates and assumptions including but not limited to: discount rates, future cash flows and other managements estimates. These estimates are based on historical experience and information obtained from the management of the company and the acquired company and are inherently uncertain. **ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK** As a smaller reporting company as defined by Item 10 of Regulation S-K, we are not required to provide this information. | 68 | | **** **ITEM 8. FINANCIAL STATEMENTS** **VIEWBIX INC.** **CONSOLIDATED FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **CONTENTS** | | Page | | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1197) | F-2 | | | | | | | Consolidated Balance Sheets | F-4 | | | | | | | Consolidated Statements of Operations | F-6 | | | | | | | Consolidated Statements of Changes in Shareholders Equity | F-7 | | | | | | | Consolidated Statements of Cash Flows | F-9 | | | | | | | Notes to the Consolidated Financial Statements | F-12 | | | F-1 | | * **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **To the Stockholders and Board of Directors of Viewbix Inc.** **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheets of Viewbix Inc. and its subsidiaries (the Company) as of December 31, 2025, and 2024 and the related consolidated statements of operations, changes in shareholders equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. **Going Concern** **** The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1I to the financial statements, the decrease in revenues and cash flows from operations may result in the Companys inability to repay its debt obligations during the 12-month period following the issuance date of these financial statements. Managements plans in regard to these matters are also described in Note 1I. These conditions raise a substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **** **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. **Critical Audit Matter** **** The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the board of directors and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. **** **** | F-2 | | **** **** **** **Business combinations accounting for the acquisition of Metagramm Software Ltd. Refer to Note 1c and 8c to the Consolidated Financial Statements** **** Critical Audit Matter Description* In March 24, 2025 (the acquisition date), the Company completed the acquisition of 100% of the issued and outstanding share capital of Metagramm Software Ltd. (Metagramm) for a total consideration of $6.17 million, of which $1,010 thousands was recorded as contingent consideration related to a potential earn-out provision, which is based on achieving certain financing and revenue milestones of Metagramm during the years of the earn-out provision terms. The transaction was accounted for as a business combination in accordance with ASC 805 Business Combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values which primarily consisted of technology, customer relationships and goodwill intangible assets of $550 thousands, $390 thousands and $5,309 thousands, respectively (collectively the Intangible Assets). In addition, the Company estimated the fair value of the contingent consideration (Earn-out Liability) of $1,010 thousands as of the acquisition date. We identified the valuation of the Intangible Assets and Earn-out Liability as a critical audit matter because auditing managements estimations of the fair value of the Intangible Assets and Earn-out Liability were complex due to the significant assumptions and judgment required by management in determining the fair value of the Intangible Assets and Earn-out Liability. The Company used the income approach to measure the fair value of the Intangible Assets and the Monte Carlo Method to measure the fair value of the Earn-out Liability (the Valuation Models). The significant assumptions used to estimate the fair value of the Intangible Assets and Earn-out Liability included, among others, forecasted revenues, revenues growth rates and discount rates. These significant assumptions are forward-looking and could be affected by future economic and market conditions. ** *How the Critical Audit Matter Was Addressed in the Audit* ** Our audit procedures related to forecasts used by management to estimate the fair value of the Intangible Assets and Earn-out Liability included the following, among others: | | We assessed the reasonableness of managements forecasts of future cash flows by comparing the forecasts to historical results and by evaluating revenue trends and material events that occurred after the acquisition date and their potential influence on managements forecasts, as well as by testing the other underlying source information for accuracy and completeness. | | | | We assessed the reasonableness of managements estimations relating to the Earn-out Liability milestones by inquiring management personnel, comparing them to historical results and by evaluating trends, circumstances and material events that occurred after the acquisition date and their potential influence on managements estimations. | | | | | With the assistance of our fair value specialists, we evaluated the Valuation Models and the reasonableness of the significant assumptions including discount rate, tested the mathematical accuracy of the calculations, developed a range of independent estimates and compared those to the discount rate selected by management. | | /s/ Brightman Almagor Zohar & Co. Certified Public Accountants A Firm in the Deloitte Global Network Tel Aviv, Israel March 27, 2026 We have served as the Companys auditor since 2012. | F-3 | | **VIEWBIX INC.** **CONSOLIDATED BALANCE SHEETS** **U.S. dollars in thousands (except share data)** | | | | | As of December 31 | | | As of December 31 | | | | | | Note | | 2025 | | | 2024 | | | | | | | | | | | | | | | ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | CURRENT ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | | | | 1,018 | | | | 24 | | | | Restricted deposits | | 14 | | | 20 | | | | 30 | | | | Accounts receivable | | | | | 315 | | | | 557 | | | | Loan to parent company | | 17 | | | - | | | | 3,981 | | | | Other current assets | | 4 | | | 299 | | | | 775 | | | | Current assets of discontinued operations | | 3 | | | - | | | | 2,385 | | | | | | | | | | | | | | | | | Total current assets | | | | | 1,652 | | | | 7,752 | | | | | | | | | | | | | | | | | NON-CURRENT ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | Deferred taxes | | 13 | | | 12 | | | | 56 | | | | Property and equipment, net | | 5 | | | 56 | | | | 17 | | | | Financial assets measured at cost method | | 8B | | | 600 | | | | - | | | | Intangible assets, net | | 7 | | | 2,045 | | | | 1,886 | | | | Goodwill | | 7 | | | 6,392 | | | | 1,083 | | | | Non-current assets of discontinued operations | | 3 | | | - | | | | 11,172 | | | | | | | | | | | | | | | | | Total non-current assets | | | | | 9,105 | | | | 14,214 | | | | | | | | | | | | | | | | | Total assets | | | | | 10,757 | | | | 21,966 | | | **The accompanying notes are an integral part of these consolidated financial statements.** | F-4 | | **VIEWBIX INC.** **CONSOLIDATED BALANCE SHEETS (Cont.)** **U.S. dollars in thousands (except share data)** | | | | | As of December 31 | | | As of December 31 | | | | | | Note | | 2025 | | | 2024 | | | | | | | | | | | | | | | LIABILITIES AND SHAREHOLDERS EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | CURRENT LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable | | 9 | | | 1,204 | | | | 2,442 | | | | Short-term loans | | 11 | | | 260 | | | | 1,480 | | | | Current maturities of long-term loans | | 11 | | | 781 | | | | 3,064 | | | | Embedded derivatives | | 11,12 | | | - | | | | 29 | | | | Short-term convertible loans | | 11 | | | 867 | | | | 779 | | | | Other payables | | 10 | | | 951 | | | | 597 | | | | Current liabilities of discontinued operations | | 3 | | | - | | | | 4,538 | | | | | | | | | | | | | | | | | Total current liabilities | | | | | 4,063 | | | | 12,929 | | | | | | | | | | | | | | | | | NON-CURRENT LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | Long-term loans, net of current maturities | | 11 | | | 586 | | | | 496 | | | | Deferred taxes | | 13 | | | 326 | | | | 222 | | | | Earn-out liability | | 8 | | | 793 | | | | - | | | | Non-current liabilities of discontinued operations | | 3 | | | - | | | | 812 | | | | | | | | | | | | | | | | | Total non-current liabilities | | | | | 1,705 | | | | 1,530 | | | | | | | | | | | | | | | | | Commitments and Contingencies | | 14 | | | - | | | | - | | | | | | | | | | | | | | | | | SHAREHOLDERS EQUITY | | 15 | | | | | | | | | | | | | | | | | | | | | | | | Common stock of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 10,670,392 and 5,296,945 shares as of December 31, 2025, and December 31, 2024, respectively (*). | | | | | 4 | | | | 3 | | | | Additional paid-in capital | | | | | 51,032 | | | | 28,482 | | | | Accumulated deficit | | | | | (46,047 | ) | | | (22,714 | ) | | | Equity attributed to shareholders of Viewbix Inc. | | | | | 4,989 | | | | 5,771 | | | | Non-controlling interests | | | | | - | | | | 1,736 | | | | Total equity | | | | | 4,989 | | | | 7,507 | | | | | | | | | | | | | | | | | Total liabilities and shareholders equity | | | | | 10,757 | | | | 21,966 | | | | (*) | Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 15.E). | | **** **The accompanying notes are an integral part of these consolidated financial statements.** | F-5 | | **VIEWBIX INC.** **CONSOLIDATED STATEMENTS OF OPERATIONS** **U.S. dollars in thousands (except share data)** | | | Note | | 2025 | | | 2024 | | | | | | | | Year ended December 31, | | | | | | Note | | 2025 | | | 2024 | | | | | | | | | | | | | | | Revenues | | | | | 1,569 | | | | 4,969 | | | | | | | | | | | | | | | | | Costs and Expenses: | | | | | | | | | | | | | Traffic-acquisition and related costs | | 16A | | | 297 | | | | 1,730 | | | | Research and development | | 16B | | | 69 | | | | 830 | | | | Selling and marketing | | 16C | | | 100 | | | | 309 | | | | General and administrative | | 16D | | | 1,625 | | | | 1,853 | | | | Depreciation and amortization | | 5,7 | | | 848 | | | | 813 | | | | Other expenses, net | | 1D,6 | | | 814 | | | | 271 | | | | | | | | | | | | | | | | | Operating loss | | | | | 2,184 | | | | 837 | | | | | | | | | | | | | | | | | Financial expense, net | | 16E | | | 11,253 | | | | 2,610 | | | | | | | | | | | | | | | | | Loss from continuing operations, before taxes | | | | | 13,437 | | | | 3,447 | | | | | | | | | | | | | | | | | Income tax expense (benefit) | | 13 | | | (39 | ) | | | 131 | | | | | | | | | | | | | | | | | Net loss from continuing operations | | | | | 13,398 | | | | 3,578 | | | | Net loss from discontinued operations | | | | | 7,417 | | | | 10,528 | | | | Net loss | | | | | 20,815 | | | | 14,106 | | | | | | | | | | | | | | | | | Less: net loss attributable to non-controlling interests | | | | | 1,530 | | | | 2,053 | | | | Net loss attributable to shareholders of Viewbix Inc. | | | | | 19,285 | | | | 12,053 | | | | | | | | | | | | | | | | | Net loss from continuing operations attributable to: | | | | | | | | | | | | | Shareholders of Viewbix Inc. | | | | | 13,398 | | | | 3,578 | | | | Non-controlling interests | | | | | - | | | | - | | | | Net loss from continuing operations | | | | | 13,398 | | | | 3,578 | | | | Net loss from discontinued operations attributable to: | | | | | | | | | | | | | Shareholders of Viewbix Inc. | | | | | 5,887 | | | | 8,475 | | | | Non-controlling interests | | | | | 1,530 | | | | 2,053 | | | | Net loss from discontinued operations | | | | | 7,417 | | | | 10,528 | | | | | | | | | | | | | | | | | Net loss per share from continuing operations Basic and diluted attributed to shareholders: | | | | | 1.58 | | | | 0.80 | | | | Net loss per share from discontinued operations Basic and diluted attributed to shareholders: | | | | | 0.69 | | | | 1.89 | | | | Total net loss per share Basic and diluted attributed to shareholders: | | | | | 2.28 | | | | 2.69 | | | | | | | | | | | | | | | | | Weighted average number of shares Basic and diluted (*): | | | | | 8,474,057 | | | | 4,476,013 | | | | (*) | Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 15.E). | | **The accompanying notes are an integral part of these financial statements.** | F-6 | | **VIEWBIX INC.** **CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY** **U.S. dollars in thousands (except share data)** **** | | | Number | | | Amount (*) | | | capital | | | Deficit | | | Shareholders | | | Interests | | | Equity | | | | | | Common stock (*) | | | Additional paid-in | | | Accumulated | | | Total Attributed to the companys | | | Non- Controlling | | | Total | | | | | | Number | | | Amount | | | capital | | | Deficit | | | Shareholders | | | Interests | | | Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of January 1, 2025 | | | 5,296,945 | | | | 3 | | | | 28,482 | | | | (22,714 | ) | | | 5,771 | | | | 1,736 | | | | 7,507 | | | | Net loss | | | - | | | | - | | | | - | | | | (19,285 | ) | | | (19,285 | ) | | | (1,530 | ) | | | (20,815 | ) | | | Share-based compensation (see note 15.A) | | | 37,500 | | | | -(** | ) | | | 75 | | | | - | | | | 75 | | | | 3 | | | | 78 | | | | Shares issued in connection with the Reverse Stock Split (see note 15.E) | | | 14 | | | | -(** | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | Issuance of shares in connection with acquisition of a subsidiary (see note 8.C) | | | 1,323,000 | | | | -(** | ) | | | 5,159 | | | | - | | | | 5,159 | | | | - | | | | 5,159 | | | | Issuance of shares and warrants in connection with conversion of loans (see notes 11.D, 11.E, 11.F) | | | 922,957 | | | | -(** | ) | | | 11,072 | | | | - | | | | 11,072 | | | | - | | | | 11,072 | | | | Issuance of shares and warrants in connection with a private placement (see note 15.C) | | | 848,763 | | | | -(** | ) | | | 4,023 | | | | - | | | | 4,023 | | | | | | | | 4,023 | | | | Exercise of warrants (see notes 15.A, 15.B, 15.C) | | | 2,241,213 | | | | 1 | | | | 2,221 | | | | - | | | | 2,222 | | | | - | | | | 2,222 | | | | Redemption of loan to parent company (see note 17) | | | - | | | | - | | | | - | | | | (4,048 | ) | | | (4,048 | ) | | | - | | | | (4,048 | ) | | | Deconsolidation of Cortex (see note 8.B) | | | - | | | | - | | | | - | | | | - | | | | - | | | | (209 | ) | | | (209 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2025 | | | 10,670,392 | | | | 4 | | | | 51,032 | | | | (46,047 | ) | | | 4,989 | | | | - | | | | 4,989 | | | **** | (*) | Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 15.E). | | | (**) | Represents an amount less than $1. | | **The accompanying notes are an integral part of these consolidated financial statements.** **** **** | F-7 | | **** **VIEWBIX INC.** **CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY** **U.S. dollars in thousands (except share data)** **** | | | Number | | | Amount (*) | | | capital | | | Deficit | | | Shareholders | | | Interests | | | Equity | | | | | | Common stock (*) | | | Additional paid-in | | | Accumulated | | | Total Attributed to the companys | | | Non- Controlling | | | Total | | | | | | Number | | | Amount | | | capital | | | Deficit | | | Shareholders | | | Interests | | | Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of January 1, 2024 | | | 3,732,169 | | | | 3 | | | | 25,476 | | | | (10,661 | ) | | | 14,818 | | | | 3,806 | | | | 18,624 | | | | Balance | | | 3,732,169 | | | | 3 | | | | 25,476 | | | | (10,661 | ) | | | 14,818 | | | | 3,806 | | | | 18,624 | | | | Net loss | | | - | | | | - | | | | - | | | | (12,053 | ) | | | (12,053 | ) | | | (2,053 | ) | | | (14,106 | ) | | | Share-based compensation (see note 15.F) | | | - | | | | - | | | | 12 | | | | - | | | | 12 | | | | (1 | ) | | | 11 | | | | Expiration of options granted to subsidiarys employees | | | - | | | | - | | | | 16 | | | | - | | | | 16 | | | | (16 | ) | | | - | | | | Issuance of shares upon RSUs vesting (see note 15.F) | | | 6,378 | | | | -(** | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | Issuance of shares to consultants (see note 15.A) | | | 120,000 | | | | -(** | ) | | | 57 | | | | - | | | | 57 | | | | - | | | | 57 | | | | Issuance of shares and warrants in connection with short-term loan and convertible loans (see notes 11, 15.A) | | | 1,168,679 | | | | -(** | ) | | | 890 | | | | - | | | | 890 | | | | - | | | | 890 | | | | Issuance of shares and warrants in connection with a private placement (see note 15.B) | | | 269,719 | | | | -(** | ) | | | 198 | | | | - | | | | 198 | | | | - | | | | 198 | | | | Reclassification of derivative warrant liability to equity (see note 11.D) | | | - | | | | - | | | | 1,833 | | | | - | | | | 1,833 | | | | - | | | | 1,833 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2024 | | | 5,296,945 | | | | 3 | | | | 28,482 | | | | (22,714 | ) | | | 5,771 | | | | 1,736 | | | | 7,507 | | | | Balance | | | 5,296,945 | | | | 3 | | | | 28,482 | | | | (22,714 | ) | | | 5,771 | | | | 1,736 | | | | 7,507 | | | | (*) | Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 15.E). | | | (**) | Represents an amount less than $1. | | **The accompanying notes are an integral part of these consolidated financial statements.** | F-8 | | **VIEWBIX INC.** **CONSOLIDATED STATEMENTS OF CASH FLOWS** **U.S. dollars in thousands (except share data)** | | | 2025 | | | 2024 | | | | | | Year ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Cash flows from Operating Activities of Continuing Operations | | | | | | | | | | | Net loss | | | 20,815 | | | | 14,106 | | | | Less: net loss from discontinued operations | | | 7,417 | | | | 10,528 | | | | Net loss from continuing operations | | | 13,398 | | | | 3,578 | | | | | | | | | | | | | | | Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities: | | | | | | | | | | | Depreciation and amortizations | | | 848 | | | | 813 | | | | Share-based compensation | | | 75 | | | | 69 | | | | Deferred taxes | | | (68 | ) | | | (40 | ) | | | Accrued interest, net | | | 23 | | | | 33 | | | | Interest income | | | (63 | ) | | | (160 | ) | | | Amortization of loan discounts | | | 38 | | | | 59 | | | | Change in the fair value of financial liabilities at fair value through profit or loss (see note 12) | | | 9,904 | | | | (11 | ) | | | Amortization of deferred debt issuance costs (see notes 11.D, 11.E, 11.F) | | | 632 | | | | 152 | | | | Equity based debt issuance costs (see note 11.D) | | | - | | | | 26 | | | | Loss from substantial debt terms modification (see note 11.C) | | | - | | | | 1,914 | | | | Loss on sale and disposal of property and equipment | | | - | | | | 73 | | | | Loss from termination of lease agreement | | | - | | | | 8 | | | | | | | | | | | | | | | Changes in assets and liabilities items: | | | | | | | | | | | Decrease in accounts receivable | | | 297 | | | | 1,967 | | | | Decrease (increase) in other current assets | | | (153 | ) | | | 319 | | | | Decrease in accounts payable | | | (1,226 | ) | | | (372 | ) | | | Increase in other payables | | | 322 | | | | 128 | | | | | | | | | | | | | | | Net cash provided by (used in) operating activities from continuing operations | | | (2,769 | ) | | | 1,400 | | | **The accompanying notes are an integral part of these consolidated financial statements.** | F-9 | | **VIEWBIX INC.** **CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont.)** **U.S. dollars in thousands (except share data)** | | | Year ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Cash flows from Investing Activities of Continuing Operations | | | | | | | | | | | Net cash from acquisition of a subsidiary (see appendix A) | | | 12 | | | | - | | | | Net cash from deconsolidation of a subsidiary (see appendix B) | | | (163 | ) | | | - | | | | | | | | | | | | | | | Net cash used in investing activities from continuing operations | | | (151 | ) | | | - | | | | | | | | | | | | | | | Cash flows from Financing Activities of Continuing Operations | | | | | | | | | | | Receipt of short-term bank loans | | | 8,325 | | | | 935 | | | | Receipt of short-term convertible loans | | | 630 | | | | 630 | | | | Repayment of short-term bank loans | | | (9,203 | ) | | | (3,297 | ) | | | Receipt of a long-term bank loan (see note 11.B) | | | 1,562 | | | | - | | | | Repayment of long-term bank loans | | | (3,755 | ) | | | (510 | ) | | | Increase in loan to parent company | | | (4 | ) | | | (69 | ) | | | Proceeds from issuance of shares and warrants in connection with 2024 Private Placement, net of issuance costs (see note 15.B) | | | - | | | | 198 | | | | Proceeds from issuance of shares and warrants in connection with July 2025 Private Placement, net of issuance costs (see note 15.C) | | | 4,023 | | | | - | | | | Proceeds from exercise of warrants | | | 2,222 | | | | - | | | | | | | | | | | | | | | Net cash provided by (used in) financing activities from continuing operations | | | 3,800 | | | | (2,113 | ) | | | | | | | | | | | | | | Cash flows of Discontinued Operations | | | | | | | | | | | Net cash provided by (used in) operating activities from discontinued operations | | | (694 | ) | | | 143 | | | | Net cash used in investing activities from discontinued operations | | | - | | | | (1 | ) | | | Net cash provided by (used in) financing activities from discontinued operations | | | 170 | | | | (670 | ) | | | | | | | | | | | | | | Net cash used in discontinued operations | | | (524 | ) | | | (528 | ) | | | | | | | | | | | | | | Increase (decrease) in cash and cash equivalents and restricted cash | | | 356 | | | | (1,241 | ) | | | | | | | | | | | | | | Cash and cash equivalents and restricted cash at beginning of period | | | 682 | | | | 1,923 | | | | | | | | | | | | | | | Cash and cash equivalents and restricted cash at end of period | | | 1,038 | | | | 682 | | | | | | | | | | | | | | | Supplemental Disclosure of Cash Flow Activities: | | | | | | | | | | | | | | | | | | | | | | Cash paid during the period | | | | | | | | | | | Taxes paid | | | (8 | ) | | | (123 | ) | | | Interest paid | | | (405 | ) | | | (676 | ) | | | Total Cash paid during the period | | | (413 | ) | | | (799 | ) | | | | | | | | | | | | | | Substantial non-cash activities: | | | | | | | | | | | Deemed extinguishment and re-issuance of debt (see note 11.C) | | | - | | | | 500 | | | | Termination of operating lease agreement (see note 6) | | | - | | | | 389 | | | | Redemption of loan to parent company (see note 17) | | | 4,048 | | | | - | | | | Conversion of loans into shares and warrants (see notes 11.D, 11.E, 11.F) | | | 922 | | | | - | | | | Investment in shares received in connection with deconsolidation of Cortex (see note 8.B) | | | 600 | | | | - | | | **The accompanying notes are an integral part of these consolidated financial statements.** | F-10 | | **VIEWBIX INC.** **CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont.)** **U.S. dollars in thousands (except share data)** **Appendix A:** | | | As of March 24, 2025 | | | | Consolidation of Metagramm (see note 8.C): | | | | | | | Other current assets | | | 18 | | | | Net working capital other than cash | | | | | | | Property and equipment | | | 106 | | | | Deferred taxes | | | | | | | Goodwill | | | 5,309 | | | | Technology, net of deferred taxes | | | 424 | | | | Customer Relations, net of deferred taxes | | | 300 | | | | Short-term loan | | | | | | | Earn-out liability | | | (1,010 | ) | | | Derecognition of non-controlling interests | | | | | | | Consideration paid in Companys shares | | | (5,159 | ) | | | Gain from deconsolidation of Cortex | | | | | | | | | | | | | | Balance as of March 24, 2025 | | | (12 | ) | | **Appendix B:** | | | As of November 9, 2025 | | | | Deconsolidation of Cortex (see note 8.B): | | | | | | | Net working capital other than cash | | | 2,000 | | | | Property and equipment | | | (3 | ) | | | Deferred taxes | | | (152 | ) | | | Technology, net of deferred taxes | | | (1,860 | ) | | | Customer Relations, net of deferred taxes | | | (1,457 | ) | | | Short-term loan | | | 1,000 | | | | Derecognition of non-controlling interests | | | 209 | | | | Consideration paid in shares | | | 600 | | | | Gain from deconsolidation of Cortex | | | (174 | ) | | | | | | | | | | Balance as of November 9, 2025 | | | 163 | | | | Balance | | | 163 | | | **The accompanying notes are an integral part of these Interim Condensed Consolidated financial statements.** | F-11 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **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. In 2015 the Company changed its name to Emerald Medical Applications Corp., subsequent to which the Company, through its subsidiary, was engaged in the development of technology for use in detection of skin cancer. On January 29, 2018, the Company ceased its business operations in this field. On January 17, 2018, the Company formed a new wholly owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (VCT Israel), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies. Effective as of March 7, 2018, the Companys name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. VCT Israel ceased its business operation in 2019 and prior to consummation of the Recapitalization Transaction. On January 27, 2020, VCT Israel was sold to a third party for NIS 50 thousand (approximately $13). On February 7, 2019, the Company entered into a share exchange agreement (the Share Exchange Agreement or the Recapitalization Transaction) with Gix Internet Ltd., a company organized under the laws of the State of Israel (Gix or Parent Company), pursuant to which, Gix assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd., a company organized under the laws of the State of Israel (Viewbix Israel), to the Company in exchange for shares of the Company, which resulted in Viewbix Israel becoming a subsidiary of the Company. In connection with the Share Exchange Agreement, effective as of August 7, 2019, the Companys name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc. **B. Reorganization Transaction** On December 5, 2021, the Company entered into a certain Agreement and Plan of Merger with Gix Media Ltd. (Gix Media), an Israeli company and the majority-owned (77.92%) subsidiary of Gix, the Parent Company and Vmedia Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of the Company (Merger Sub), pursuant to which, Merger Sub merged with and into Gix Media, with Gix Media being the surviving entity and a wholly-owned subsidiary of the Company (the Reorganization Transaction). On September 19, 2022, the Reorganization Transaction was consummated and as a result, all outstanding ordinary shares of Gix Media, having no par value (the Gix Media Shares) were delivered to the Company in exchange for the Companys shares of common stock, par value $0.0001 per share (Common Stock). As a result of the Reorganization Transaction, the former holders of Gix Media Shares, who previously held approximately 68% of the Companys Common Stock, hold approximately 97% of the Companys Common Stock, and Gix Media became a wholly owned subsidiary of the Company. | F-12 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 1: GENERAL (Cont.)** **B. Reorganization Transaction (Cont.)** In connection with the closing of the Reorganization Transaction, the Company filed an Amended and Restated Certificate of Incorporation (the Amended COI) with the Secretary of State of Delaware, effective as of August 31, 2022, pursuant to which, concurrently with the effectiveness of the Amended COI, the Company, among other things, effected a reverse stock split of its common stock at a ratio of 1-for-28. As the Company and Gix Media were consolidated both by the Parent Company and Xylo Technologies Ltd. (formerly known as Medigus Ltd.) (the Ultimate Parent), before and after the Reorganization Transaction, the Reorganization Transaction was accounted for as a transaction between entities under common control. Accordingly, the financial information of the Company and Gix Media is presented in these financial statements, for all periods presented, reflecting the historical cost of the Company and Gix Media, as it is reflected in the consolidated financial statements of the Parent Company, for all periods preceding March 1, 2022, the date the Ultimate Parent obtained a controlling interest in the Parent Company and as it is reflected in the consolidated financial statements of the Ultimate Parent for all periods subsequent to March 1, 2022. **C. Business Overview** The Company and its subsidiaries (the Group), Gix Media and the former majority-owned subsidiary of Gix Media, Cortex Media Group Ltd. (Cortex), operate in the field of digital advertising. As of November 2025, the Group had two main activities which were reported as separate operating segments: the search segment and the digital content segment. On November 9, 2025, Gix Media sold all of its holdings in Cortex (see notes 8.A, 8.B). Subsequently, the Group ceased its operations in the digital content segment. The search segment develops a variety of technological software solutions, which perform automation, optimization, and monetization of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers. The search segment activity is conducted by Gix Media. The digital content segment was engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, by utilizing such content to obtain and route internet user traffic for its customers. The digital content segment activity was conducted by Cortex until November 9, 2025 (see note 8.B). On March 24, 2025, the Company entered into a securities exchange agreement with Metagramm Software Ltd. (Metagramm) and all of the shareholders of Metagramm, pursuant to which the Company acquired 100% of Metagramms share capital in exchange for consideration equal to $5,159. The consideration was paid to Metagramms shareholders in the form of 1,323,000 shares of common stock of the Company, representing 19.99% of the Companys issued and outstanding share capital (see note 8.C). Metagramm specializes in developing advanced writing assistance tools that leverage artificial intelligence, machine learning and natural language processing technologies. Metagramms main product, Bubbl is a writing tool designed to provide personalized and customized text tailored to the users unique expression and can translate various languages into English. Metagramm licenses its products on a subscription basis to businesses and individual customers. | F-13 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 1: GENERAL (Cont.)** **** **D. Impact of the War in Israel** In October 2023, Israel was attacked by the Hamas terrorist organization and entered a state of war on several fronts (the War). In January 2024, Gix Media and Cortex filed a request with the Israeli Tax Authority (the ITA) to receive compensation for the decrease in revenues related to the War. In April and May 2024, Gix Media and Cortex received a total of $337 from the ITA that were recorded as a reduction of other expenses, net in the Companys consolidated statement of operations for the year ended December 31, 2024. In June 2025, following escalating threats and intelligence reports of imminent attacks, Israel conducted preemptive strikes on military and nuclear infrastructure in Iran. Iran responded with drones and missiles attacks, some of which caused civilian casualties and infrastructure damage. After 12 days of hostilities, a ceasefire between Israel and Iran was reached in June 2025. In October 2025, Israel and Hamas entered into a ceasefire agreement calling for a permanent end of the War. However, the situation remains volatile, and the risk of a broader regional escalation involving additional actors still exists. On February 28, 2026, after the reporting date, The Lions Roar Operation (the Operation) commenced, a joint military operation by the United States and Israel involving attacks in Iran. In response, Iran launched ballistic missiles and unmanned aerial vehicles toward Israel, Europe and neighboring countries in the Gulf region, and also launched counter-strikes against U.S. forces and allied bases throughout the Gulf region. These events have resulted in civilian casualties and property damage in Israel. Additionally, Hezbollah, a terrorist organization in Lebanon, joined the attacks against Israel and Israel has started military operations in Lebanon. Following the commencement of the Operation, Israels Home Front Command announced a special home front situation and updated safety guidelines that include, among other measures, restrictions on passenger flights, limitations on gatherings, broad reserve recruitment, and temporary closure of certain businesses, which has contributed to a partial reduction in economic activity. As the Groups customers are mainly in the U.S. and Europe, its operations, revenues, and profitability are not directly affected by the Operation. However, this is an ongoing event and there is uncertainty regarding its duration, nature, and scope, management is unable to reasonably estimate the extent of the impact at this time. **E. Cortex Adverse Effect** In April 2024, the Company was informed by Cortex that a significant customer of Cortex recently notified Cortex it will stop advertising on Cortexs sites, as part of its policy decision to cease advertising on Made for Advertising (MFA) sites (the Cortex Adverse Effect). The Cortex Adverse Effect, which has materially affected Cortexs business and operations, has occurred following certain recent developments relating to publishers that are categorized by a number of on-line advertisers as MFA, including decisions made by leading media on-line advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA. Due to the Cortex Adverse Effect and additional circumstances as explained in note 3, the Company recorded impairments in the goodwill and intangible assets related to the digital content segment of $5,525 and $7,675 as of December 31, 2025 and 2024, respectively. On November 9, 2025, Gix Media sold all of its holdings in Cortex (see notes 3 and 8.B). | F-14 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **** **NOTE 1: GENERAL (Cont.)** **F. Filing of Insolvency Petition Against Gix Media** **** On March 27, 2025, a petition (the Petition) was filed with the District Court of Tel Aviv-Jaffa (the Court) for a court order to commence insolvency proceedings against Gix Media. The Petition was filed by a primary service provider of Gix Media (the Service Provider) alleging that Gix Media owes it approximately $260 (excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider. On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Provider and other creditors of Gix Media that joined the Petition (collectively, the Service Providers) with respect to the debts owed by Gix Media to the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix Media to the Service Providers. On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $1.13 million to the Service Providers as payment in full of the debts owed to the Service Providers. As a result of such payment in full by Gix Media to the Service Providers, the Petition was dismissed. **G. Nasdaq Uplisting** On June 4, 2025, the Companys shares of common stock were approved for listing on The Nasdaq Capital Market (Nasdaq). The Companys shares began trading under the symbol VBIX on the Nasdaq on June 5, 2025 (the Uplist Date). The Companys shares were previously quoted on the OTC Markets, Pink Tier under the symbol VBIX, and ceased to be quoted on the OTC Markets, Pink Tier at the close of business on June 4, 2025 (the Uplist). As a result of the Uplist, the Company received during June and July 2025, aggregate gross proceeds of $2,852 in connection with a private placement and three facility agreements, consisting of $630 from the receipt of additional loans and $2,222 from the exercise of warrants (see notes 11.D, 11.E and 11.F). **H. Quantum Acquisition and Private Placement** **** On December 15, 2025, the Company entered into a securities exchange agreement (the Quantum Exchange Agreement) with Quantum X Labs Ltd. (Quantum) and certain of the shareholders of Quantum (the Quantum Shareholders) pursuant to which the Company agreed to issue to the Quantum Shareholders an aggregate amount of up to 40.0% of the Companys issued and outstanding capital stock as of December 15, 2025, inclusive of 800,000 shares of the Companys common stock issuable by the Company in a private placement offering (the Private Placement Shares) that the Company entered into in November 2025 (see also note 20.B), consisting of (i) up to 2,666,000 shares of our common stock, representing 19.99% of the Companys issued and outstanding capital stock (the Viewbix Exchange Shares), inclusive of the Private Placement Shares, and (ii) pre-funded warrants to purchase up to 4,447,595 shares of the Companys common stock, representing the balance of up to the 40.0%, as of December 15, 2025, less the Viewbix Exchange Shares, in exchange for up to 100%, but not less than 85%, of Quantums issued and outstanding share capital on a fully diluted and post-closing basis, equal to an amount up to 589,319 of Quantums ordinary shares (the Quantum Acquisition). In addition, pursuant to the Quantum Exchange Agreement, the Company may issue to the Quantum Shareholders up to 12,702,847 additional shares of the Companys common stock or pre-funded warrants to purchase shares of the Companys common stock, only following the 12-month anniversary of the closing date of the Quantum Acquisition and upon the achievement of specified post-closing milestones as defined in the Quantum Exchange Agreement. On March 4, 2026, the Quantum Acquisition was closed along with a private placement transaction (see note 20). | F-15 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 1: GENERAL (Cont.)** **I. Going Concern** During the second half of 2023 and the year ended December 31, 2024, the Company experienced a decrease in its revenues from the digital content and search segments, as a result of the Cortex Adverse Effect (see note 1.E), a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers technology, which adversely impacted the Companys ability to acquire traffic in the search segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the search segment, as a result of lack of availability of suppliers credit from such third party strategic partners. As a result of the foregoing, during the year ended December 31, 2025, the Company recorded an operating loss from continuing operations of $2,184 compared to $837 during the year ended December 31, 2024. Additionally, the Company recorded a net loss of $20,815 during the year ended December 31, 2025, compared to $14,106 during the year ended December 31, 2024. As of December 31, 2025, the Company had cash and cash equivalents of $1,018, bank loans of $1,627 and accumulated deficit of $46,047. The decline in revenues and other circumstances described above raise substantial doubts about the Companys ability to continue as a going concern during the 12-month period following the issuance date of these financial statements. Managements response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research and development and selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well as creation of new partnerships and other new income sources. In addition, the Company raised funds during 2025, increasing its cash balance, as follows: (1) pursuant to the consummation of the Uplist (as described in note 1.G above), the Company received during June and July 2025, aggregate gross proceeds of $2,852 in connection with a private placement (see note 15.B) and three facility agreements (see notes 11.D, 11.E, 11.F), consisting of $630 from the receipt of additional loans and $2,222 from the exercise of warrants and (2) on July 14, 2025, the Company closed an additional private placement transaction with certain accredited investors, pursuant to which the Company received gross proceeds of $4.5 million (see note 15.C). Moreover, on March 4, 2026, the Company closed a private placement transaction with certain accredited investors, pursuant to which the Company received gross proceeds of $1.4 million (see note 20.B). | F-16 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 1: GENERAL (Cont.)** **I. Going Concern (Cont.)** Notwithstanding the foregoing, there remains uncertainty as to whether the Company will be able to secure additional funding when needed. Such conditions raise substantial doubts about the Companys ability to continue as a going concern for at least a year after the issuance date of the accompanying financial statements. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. **NOTE 2: SIGNIFICANT ACCOUNTING POLICIES** **A. Basis of Presentation and Principles of Consolidation:** The accompanying 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). All intercompany accounts and transactions have been eliminated in consolidation. **B. Use of Estimates** The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported of assets and liabilities and disclosure at the date of the consolidated financial statements and the reported amounts of income and expense during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, income taxes, deferred taxes, share-based compensation and leases. Actual results could differ from those estimates. **C. 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 Companys 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 Accounting Standard Codification (ASC) No. 830 Foreign Currency Matters (ASC No. 830). | F-17 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)** **C. Functional Currency and Foreign Currency Transactions (Cont.)** Under 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 net, as appropriate. **D. Cash and cash equivalents** 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. **E. Restricted Deposits** Restricted deposits are held as security for the Groups credit card and rental obligations. **F. 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. Changes in the allowance for expected credit losses are recorded under general and administrative expenses in the consolidated statements of operations. **G. 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 PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES | | | % | | | | Computers and peripherals equipment | | | 33 | | | | Office furniture and equipment | | | 6-15 | | | | F-18 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)** **H. 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 right-of-use asset, operating lease liabilities current, and non-current operating lease liabilities in the Companys consolidated balance sheets. Operating lease assets represent the Companys right to control the use of an underlying asset for the lease term and lease liabilities represent the Companys 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 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 Companys lease terms were the noncancelable periods, including any rent-free periods provided by the lessor, and included options to extend or terminate the lease when it was reasonably certain that the Company will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimated the lease term based on its assessment of extension and termination options that were reasonably certain to be exercised. Lease costs were 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. When a lease is terminated before the expiration of the lease term, the Company derecognizes the right of use asset and corresponding lease liability. Any difference is recognized as a gain or loss related to the termination of the lease. The Company had a material non-functional currency lease. Lease liabilities in respect of leases denominated in a foreign currency were remeasured using the exchange rate at each reporting date. Lease assets were measured at historical rates, which were not affected by subsequent changes in the exchange rates. | F-19 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)** **I. Revenue Recognition** As described in note 1.C, 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 monetized by its customers. The Companys 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 Companys payments terms are less than one year. Therefore, no finance component is recognized. As the Company operates as the primary obligor in its arrangements and has sole discretion in determining which of its customers internet user traffic is to be routed, revenues are presented on a gross basis. **J. Traffic-acquisition and related costs** Traffic acquisition and related costs consist primarily of fees paid to suppliers in connection with the Companys internet traffic sources, as well as internal costs incurred in connection with the acquisition of such traffic. Traffic acquisition costs are expensed as incurred. **K. Research and development expenses** Research and development expenses consist of costs incurred in the process of developing improvements of software products and systems or new products and are charged to the consolidated statements of operations as incurred. **** **L. 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. | F-20 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)** **M. Contingencies** The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. **N. Fair Value of Financial Instruments** Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: | | | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. | | | | | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | | | | | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | | **O. Debt Modification and Extinguishments** The Company evaluates amendments to its debt in accordance with ASC 470-50 DebtModification and Extinguishments for modification and extinguishment accounting. This evaluation includes comparing the net present value of cash flows of the new debt to the old debt to determine if changes greater than 10 percent occurred. In instances where the net present value of future cash flows changed more than 10 percent, the Company applies extinguishment accounting and determines the fair value of its debt based on factors available to the Company. | F-21 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)** **P. 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 Companys 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. For transactions between entities under common control see note 1.B. **Q. Deconsolidation of a Subsidiary** **** The Company accounts for the deconsolidation of a subsidiary by recognizing a net income attributable to the shareholders of the Company measured as the difference between: (a) the aggregate of all of the following: (1) the fair value of any consideration received and (2) the carrying amount of any non-controlling interest in the former subsidiary (including any accumulated other comprehensive income attributable to the non-controlling interest) at the date the subsidiary is deconsolidated, and (b) the carrying amount of the former subsidiarys assets and liabilities. **R. Goodwill** The Companys 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 (see note 7.B). | F-22 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)** **S. 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-lived to finite-lived is treated prospectively. Intangible assets with a finite 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 finite useful life is treated prospectively. The useful life used to amortize intangible assets with a finite useful life is at the following annual rates: SCHEDULE OF AMORTIZE INTANGIBLE ASSETS | | | % | | | | Customer relations | | | 14.3-40.0 | | | | Technology | | | 16.7-20.0 | | | | Internal-use software | | | 33.3 | | | **** **T. Impairment of long-lived assets** The Companys 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. **U. Derivative Financial Instruments** The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. **V. Equity Investments** **** The Company measures equity investments at fair value with changes in fair value recognized in net income. The Company accounts for equity investments that do not have a readily determinable fair value as cost method investments under the measurement alternative to the extent such investments are not subject to consolidation or the equity method. Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly for triggering events), adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. | F-23 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)** **W. 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 Companys consolidated statement of operations. 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 recognizes share-based compensation cost for option awards on an accelerated basis over the employees requisite service period and accounts for forfeitures as they occur. The Company recognized share-based compensation expenses of restricted stock units based on the grant-date fair values. The compensation expenses are recognized using the graded vesting attribution method based on the vesting terms of each unit included in the award resulting in an accelerated recognition of compensation costs. **** **X. Warrants** The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants specific terms and in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480), and ASC 815, Derivatives and Hedging (ASC 815). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Companys own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued warrants that meet all of the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance. For issued warrants that do not meet all the criteria for equity classification, the warrants are classified as liability and are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. **Y. Net loss 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. For periods in which the Company has generated a net loss, the Companys basic net loss per share is the same as diluted net loss per share, as the effects of common stock equivalents outstanding and shares issuable upon exercise of share options or warrants are antidilutive and therefore excluded from the calculation of diluted net income (loss) per share. | F-24 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)** **Z. 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 entitys 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 segments activity. **AA. Discontinued Operations** The Company classifies as discontinued operations a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale and will have a major effect on the Companys operations and financial results (see note 3). **AB. Recent accounting pronouncements** *ASU 2023-07, Segment Reporting (Topic 280)* In November 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures,. The ASUs effective date is for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of the ASU 2023-07 will enhance expense disclosures in segment reporting and other qualitative disclosures and allows for disclosing multiple measures of segment profit or loss (see also note 19). *ASU 2023-09, Income Taxes (Topic 740)* December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted starting January 1, 2025. Early adoption is permitted, and the amendments should be applied on a prospective basis. There is no material impact from the adoption of this standard on the Companys financial statements. *ASU 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20)* In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments in this Update affect entities that settle convertible debt instruments for which the conversion privileges were changed to induce conversion. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. There is no material impact from the adoption of this standard on the Companys financial statements. | F-25 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)** **AB. Recent accounting pronouncements (Cont.)** **** The following are accounting pronouncements that are not yet effective for the Company: *ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)* In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this Update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)(e). 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. Disclose the total amount of selling expenses and, in annual reporting periods, an entitys definition of selling expenses. An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information. This ASU is effective for Fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is in the process of evaluating the potential impacts on its consolidated financial statements that could derive from the adoption of this standard. *ASU 2025-11, Interim Reporting (Topic 270)* ** In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (ASU 2025-11), to amend the guidance in Interim Reporting (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for annual and interim periods beginning January 1, 2028. The Company is currently evaluating the impact the adoption of ASU 2025-11 will have on its consolidated financial statements and related disclosures. | F-26 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 3: DISCONTINUED OPERATIONS** On November 9, 2025, Gix Media sold all of its holdings in Cortex (see note 8.B), following which the Group ceased its operations in the digital content segment activity. The Company has determined that the sale of Cortex has a major effect on the Companys operations and financial results. In this respect, the results of operations and cash flows of the digital content segment, as well as its assets and liabilities, are reported as discontinued operations. The comparative figures in these consolidated financial statements have been adjusted on the basis of presenting separately the discontinued operations figures. SCHEDULE OF DISCONTINUED OPERATIONS The components of assets and liabilities of discontinued operations in the consolidated balance sheet at December 31, 2024 consisted of the following: **** | | | As of December 31 | | | | | | 2024 | | | | | | | | | | CURRENT ASSETS | | | | | | | Cash and cash equivalents | | | 600 | | | | Restricted deposits | | | 28 | | | | Accounts receivable | | | 1,275 | | | | Other current assets | | | 482 | | | | Total current assets of discontinued operations | | | 2,385 | | | | | | | | | | | NON-CURRENT ASSETS | | | | | | | Property and equipment, net | | | 10 | | | | Intangible assets, net | | | 7,666 | | | | Goodwill | | | 3,496 | | | | Total non-current assets of discontinued operations | | | 11,172 | | | | | | | | | | | CURRENT LIABILITIES | | | | | | | Accounts payable | | | 3,493 | | | | Short-term loan (a) | | | 830 | | | | Other payables | | | 215 | | | | Total current liabilities of discontinued operations | | | 4,538 | | | | | | | | | | | NON-CURRENT ASSETS | | | | | | | Deferred taxes | | | 812 | | | | Total non-current liabilities of discontinued operations | | | 812 | | | | (a) | Includes a renewable monthly credit line, determined each month at 80% of Cortexs customers balance, and bears annual interest at a rate of SOFR + 4.35%. As of December 31, 2024, Cortex has drawn $830 under this credit line. | | | F-27 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 3: DISCONTINUED OPERATIONS (Cont.)** **** The components of the loss from discontinued operations for the year ended December 31, 2024 and for the period ended November 9, 2025, in the consolidated statements of income consisted of the following: | | | 2025 | | | 2024 | | | | | | For the period ended November 9, 2025 | | | Year ended December 31, 2024 | | | | | | | | | | | | | Revenues | | | 8,406 | | | | 21,972 | | | | | | | | | | | | | | | Costs and Expenses: | | | | | | | | | | | Traffic-acquisition and related costs | | | 7,863 | | | | 20,257 | | | | Research and development | | | 358 | | | | 1,049 | | | | Selling and marketing | | | 565 | | | | 1,332 | | | | General and administrative | | | 274 | | | | 415 | | | | Depreciation and amortization | | | 1,874 | | | | 2,199 | | | | Impairment of intangible assets and goodwill (b) | | | 5,525 | | | | 7,675 | | | | Other income, net | | | (174 | ) | | | (237 | ) | | | | | | | | | | | | | | Operating loss | | | 7,879 | | | | 10,718 | | | | | | | | | | | | | | | Financial expense, net | | | 24 | | | | 154 | | | | | | | | | | | | | | | Loss from discontinued operations before taxes | | | 7,903 | | | | 10,872 | | | | | | | | | | | | | | | Income tax benefit | | | (486 | ) | | | (344 | ) | | | | | | | | | | | | | | Net loss from discontinued operations | | | 7,417 | | | | 10,528 | | | | (b) | On September 30, 2025, the Company identified indicators of impairment of the digital content reporting unit. As a result, the Company performed an impairment test which included a quantitative analysis of the fair value of the reporting unit. The estimation of the fair value was based on indications of the consideration payable, as of September 30, 2025, in connection with the sale of Cortex (see note 8.B), whose operations are attributable to the digital content reporting unit. The Company determined that the fair value of the reporting unit was less than its carrying amount and recognized an impairment loss of $5,525 for the period ended November 9, 2025. As of December 31, 2024, the Company recognized impairment losses related to the digital content reporting unit of $7,675 | | **NOTE 4: OTHER CURRENT ASSETS** **Composition:** ****SCHEDULE OF OTHER CURRENT ASSETS | | | 2025 | | | 2024 | | | | | | As of December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Prepaid expenses | | | 172 | | | | 1 | | | | Government authorities | | | 92 | | | | 136 | | | | Deferred debt issuance costs | | | 6 | | | | 638 | | | | Other receivables | | | 29 | | | | - | | | | Other current assets | | | 299 | | | | 775 | | | | F-28 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 5: PROPERTY AND EQUIPMENT, NET** **Composition:** SCHEDULE OF PROPERTY AND EQUIPMENT, NET | | | 2025 | | | 2024 | | | | | | As of December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Cost: | | | | | | | | | | | Computer programs and equipment | | | 679 | | | | 354 | | | | Office furniture and equipment | | | 1 | | | | 1 | | | | | | | | | | | | | | | Total cost | | | 680 | | | | 355 | | | | Less: accumulated depreciation | | | (624 | ) | | | (338 | ) | | | Property and equipment, net | | | 56 | | | | 17 | | | Depreciation expenses totaled $67 and $115 for the years ended December 31, 2025, and 2024, respectively. **NOTE 6: LEASES** On February 25, 2021, Gix Media entered into a lease agreement for a new corporate office of 479 square meters in Ramat Gan, Israel, at a monthly rent fee of $10. The lease period was for 36 months (the Initial Lease Period) with an option by the Company to extend the lease period for two additional terms of 24 months each. In accordance with the lease agreement, the Company made leasehold improvements in exchange for a rent fee discount of $67 which will be spread over the Initial Lease Period. The Company included renewal options that it was reasonably certain to exercise in the measurement of the lease liabilities. In December 2023, the Company exercised the option to extend the lease period for an additional term of 24 months (from March 1, 2024, to February 28, 2026). On June 20, 2024, Gix Media and the lessor of its offices entered into a lease termination agreement. According to the agreement, the lease, which originally had a termination date of February 28, 2026, terminated on June 30, 2024. In compensation for the lessors consent to an early termination, Gix Media paid the lessor $7 in cash and $62 in office furniture and equipment, as per the carrying values of such assets on the Companys books as of the early termination date. As a result of the early termination of the agreement, the Company recorded a capital loss of $46 in other expenses, net in its statement of operations for the year ended December 31, 2024. | F-29 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 7: GOODWILL AND INTANGIBLE ASSETS, NET** **A. Composition:** SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS | | | Internal-use Software | | | Customer Relations | | | Technology | | | Goodwill | | | Total | | | | Cost: | | | | | | | | | | | | | | | | | | | | | | | Balance as of January 1, 2025 | | | 465 | | | | 870 | | | | 2,523 | | | | 1,083 | | | | 4,941 | | | | | | | | | | | | | | | | | | | | | | | | | | | Consolidation of Metagramm (note 8.C) | | | - | | | | 390 | | | | 550 | | | | 5,309 | | | | 6,249 | | | | Balance as of December 31, 2025 | | | 465 | | | | 1,260 | | | | 3,073 | | | | 6,392 | | | | 11,190 | | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated amortization: | | | | | | | | | | | | | | | | | | | | | | | Balance as of January 1, 2025 | | | 429 | | | | 351 | | | | 1,192 | | | | - | | | | 1,972 | | | | | | | | | | | | | | | | | | | | | | | | | | | Amortization recognized during the period | | | 36 | | | | 241 | | | | 504 | | | | - | | | | 781 | | | | Balance as of December 31, 2025 | | | 465 | | | | 592 | | | | 1,696 | | | | - | | | | 2,753 | | | | | | | | | | | | | | | | | | | | | | | | | | | Amortized cost: | | | | | | | | | | | | | | | | | | | | | | | As of December 31, 2025 | | | - | | | | 668 | | | | 1,377 | | | | 6,392 | | | | 8,437 | | | | | | Internal-use Software | | | Customer Relations | | | Technology | | | Goodwill | | | Total | | | | Cost: | | | | | | | | | | | | | | | | | | | | | | | Balance as of January 1, 2024 | | | 465 | | | | 870 | | | | 2,523 | | | | 1,083 | | | | 4,941 | | | | Cost, beginning balance | | | 465 | | | | 870 | | | | 2,523 | | | | 1,083 | | | | 4,941 | | | | | | | | | | | | | | | | | | | | | | | | | | | Additions | | | - | | | | - | | | | - | | | | - | | | | - | | | | Balance as of December 31, 2024 | | | 465 | | | | 870 | | | | 2,523 | | | | 1,083 | | | | 4,941 | | | | Cost, ending balance | | | 465 | | | | 870 | | | | 2,523 | | | | 1,083 | | | | 4,941 | | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated amortization: | | | | | | | | | | | | | | | | | | | | | | | Balance as of January 1, 2024 | | | 276 | | | | 227 | | | | 771 | | | | - | | | | 1,274 | | | | Accumulated amortization, beginning balance | | | 276 | | | | 227 | | | | 771 | | | | - | | | | 1,274 | | | | | | | | | | | | | | | | | | | | | | | | | | | Amortization recognized during the year | | | 153 | | | | 124 | | | | 421 | | | | - | | | | 698 | | | | Balance as of December 31, 2024 | | | 429 | | | | 351 | | | | 1,192 | | | | - | | | | 1,972 | | | | Accumulated amortization, ending balance | | | 429 | | | | 351 | | | | 1,192 | | | | - | | | | 1,972 | | | | | | | | | | | | | | | | | | | | | | | | | | | Amortized cost: | | | | | | | | | | | | | | | | | | | | | | | As of December 31, 2024 | | | 36 | | | | 519 | | | | 1,331 | | | | 1,083 | | | | 2,969 | | | | Amortized cost | | | 36 | | | | 519 | | | | 1,331 | | | | 1,083 | | | | 2,969 | | | | F-30 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 7: GOODWILL AND INTANGIBLE ASSETS, NET (Cont.)** **B. Impairment of intangible assets and goodwill:** As of December 31, 2025, the Company performed a quantitative impairment test of the search reporting unit. The Company did not recognize impairment losses regarding this reporting unit for the years ended December 31, 2025 and 2024. **C. Estimated annual amortization expense for each of the next five years is as follows:** SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION EXPENSE | | | | | | | | 2026 | | | 811 | | | | 2027 | | | 772 | | | | 2028 | | | 302 | | | | 2029 | | | 133 | | | | 2030 | | | 27 | | | **** **NOTE 8: BUSINESS COMBINATION** **A. Cortex Acquisition** On October 13, 2021, Gix Media acquired 70% (on a fully diluted basis) of the shares of Cortex (the Cortex Transaction), a private company operating in the field of online media and advertising. In consideration for the Cortex Transaction, Gix Media paid NIS 35 million in cash (approximately $11 million). The Cortex Transaction was financed by Gix Medias existing cash balances and substantially by debt through a bank financing in the aggregate amount of $9.5 million, that consists of a line of credit of up to $3.5 million and a long-term loan of $6 million (see note 11.B). On January 23, 2023, Gix Media acquired an additional 10% of Cortex, increasing its holdings to 80% of the share capital of Cortex in consideration for $2.6 million (the Subsequent Purchase). The Subsequent Purchase was financed by Gix Medias existing cash balances and by a long-term bank loan received on January 17, 2023, in the amount of $1.5 million (see note 11.B). **B. Cortex Sale** On November 9, 2025 (the Cortex Closing Date), Gix Media, Cortex, and certain founders of Cortex entered into a share purchase agreement (the Cortex Sale Agreement) with Pro Sportority (Israel) Ltd. (the Purchaser), a subsidiary of Minute Media Inc. (the Parent). Pursuant to the Cortex Sale Agreement, the Purchaser acquired from Gix Media all of its holdings in Cortex, representing 80% of Cortexs issued and outstanding share capital. The aggregate consideration paid to Gix Media was $800, consisting of (i) $200 in cash, and (ii) $600 in the form of 5,161 newly issued Preferred J Shares of the Parent (the Parent Shares), the most senior class of preferred shares of the Parent. The Parent retains a call option to repurchase the Parent Shares from Gix Media under certain conditions, including insolvency or a change of control of Gix Media. In addition, Gix Media is subject to a two-year non-compete and non-solicitation covenant following the Cortex Closing Date. | F-31 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 8: BUSINESS COMBINATION (Cont.)** **C. Metagramm Acquisition:** On July 31, 2024, the Company entered into a securities exchange agreement with Metagramm pursuant to which the Company agreed to issue to Metagramm 9.99% of its issued and outstanding share capital in exchange for 19.99% of Metagramms issued and outstanding share capital (the 2024 SEA). On March 24, 2025 (the Closing Date), the Company entered into a new securities exchange agreement with Metagramm and all of the shareholders of Metagramm which replaced and terminated the 2024 SEA (the 2025 SEA). Pursuant to the 2025 SEA, the Company acquired 100% of Metagramms shares in exchange for consideration of $5,159. The consideration was paid to Metagramms shareholders in the form of 1,323,000 shares of common stock of the Company, representing 19.99% of the Companys issued and outstanding share capital immediately following the acquisition (the Metagramm Acquisition). In addition, the Company agreed to pay Metagramms shareholders cash earn-out payments on a pro rata basis of up to a cumulative sum of $2.0 million, contingent on achieving certain financing and revenue milestones within 3 years following the Closing Date (see note 15.C). **Fair Value of Metagramms Identifiable Assets and Liabilities:** SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES | | | | | | | | Cash and cash equivalents | | | 12 | | | | Other current assets | | | 18 | | | | Property and equipment | | | 106 | | | | Goodwill arising from the acquisition | | | 5,309 | | | | Technology, net of deferred taxes | | | 424 | | | | Customer Relations, net of deferred taxes | | | 300 | | | | Total cost of the acquisition | | | 6,169 | | | | | | | | | | | Earn-out liability arising from the acquisition | | | 1,010 | | | | Total liabilities | | | 1,010 | | | | | | | | | | | Consideration paid in Companys shares | | | 5,159 | | | The total consideration has been allocated between assets acquired and liabilities assumed based on estimated fair values, with the residual of the total consideration recorded as goodwill. The goodwill that arose from the acquisition consists of synergies expected from the activities of the Company and Metagramm. The estimation of the fair value of these intangible assets was determined using the income approach, which is based on the present value of the future cash flows attributable to each identifiable intangible asset. The estimation of the fair value of the earn-out liability was calculated based on Monte Carlo method. Other current assets were estimated to have fair values that approximate their carrying values due to the short-term maturities of these instruments. The estimated useful lives for the acquired technology and customer relations of Metagramm Acquisition are 5 years and 2.5 years, respectively. The goodwill will not be deductible for income tax purposes. **NOTE 9: ACCOUNTS PAYABLE** SCHEDULE OF ACCOUNTS PAYABLE | | | 2025 | | | 2024 | | | | | | As of December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Trade payables | | | 762 | | | | 1,566 | | | | Accrued expenses | | | 442 | | | | 876 | | | | Accounts payable | | | 1,204 | | | | 2,442 | | | **NOTE 10: OTHER PAYABLES** SCHEDULE OF OTHER ACCOUNTS PAYABLE | | | 2025 | | | 2024 | | | | | | As of December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Government authorities | | | 355 | | | | 284 | | | | Employees and payroll accruals | | | 124 | | | | 170 | | | | Accrued interest | | | 65 | | | | 42 | | | | Other payables | | | 407 | | | | 101 | | | | Accounts payable other | | | 951 | | | | 597 | | | | F-32 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 11: LOANS** **A. Composition of long-term loans, short-term loans, and credit lines of the Group:** The following is the composition of the balance of the Groups loans according to their nominal value: SCHEDULE OF COMPOSITION OF BALANCE OF GROUPS LOANS | | | Interest rate | | | As of December 31, 2025 | | | As of December 31, 2024 | | | | Short-term bank loans Gix Media | | | SOFR + 4.60 | % | | | 260 | | | | 1,138 | | | | Short-term bank loan | | | SOFR + 4.60 | % | | | 260 | | | | 1,138 | | | | Long-term bank loan, including current maturity Gix Media (received on October 13, 2021) | | | SOFR + 4.12 | % | | | - | | | | 2,564 | | | | Long-term bank loan, including current maturity Gix Media (received on January 17, 2023) | | | SOFR + 5.37 | % | | | - | | | | 996 | | | | Long-term bank loan, including current maturity Gix Media (received on July 10, 2025) | | | SOFR + 4.92 | % | | | 1,367 | | | | - | | | | Long-term loan | | | SOFR + 4.92 | % | | | 1,367 | | | | - | | | | Short-term loan June 2024 Facility Agreement Viewbix Inc | | | 12 | % | | | - | | | | 342 | | | | Short-term convertible loan June 2024 Facility Agreement Viewbix Inc | | | 12 | % | | | 867 | | | | 649 | | | | Short-term convertible loan First July 2024 Facility Agreement Viewbix Inc | | | 12 | % | | | - | | | | 50 | | | | Short-term convertible loan Second July 2024 Facility Agreement Viewbix Inc | | | 12 | % | | | - | | | | 80 | | | | Line of credit | | | 12 | % | | | - | | | | 80 | | | | | | | | | | | | | | | | | | | Bank Loan | | | | | | | 2,494 | | | | 5,819 | | | **Maturities of the Groups loans as of December 31, 2025, are as follows:** SCHEDULE OF MATURITIES OF DEBT | | | | | | | | 2026 | | | 1,908 | (*) | | | 2027 | | | 586 | | | | Total | | | 2,494 | | | | | (*) | Includes renewable monthly credit lines of $260 and convertible loans of $867. | | | F-33 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **** **NOTE 11: LOANS (Cont.)** **B. Gix Medias Loan Agreement and short-term loans:** In connection with the Cortex Transaction (see note 8.A), on October 13, 2021, Gix Media entered into a financing agreement with Bank Leumi Le Israel Ltd (Leumi), an Israeli bank, for the provision of a line of credit in the total amount of up to $3,500 and a long-term loan totaling $6,000, which Gix Media used to finance the Cortex Transaction (the Financing Agreement). The Financing Agreement included the following main terms: | | 1) | A loan of $6,000 to be provided to Gix Media which will be repaid in 48 monthly payments at an annual interest rate of LIBOR + 4.12%. | | | | | | | | | 2) | A renewable monthly line of credit, of up to $3,500 to be provided to Gix Media, which will be available for utilization for a period of two years and will be determined on a monthly basis, at 80% of Gix Medias accounts receivable balance (Gix Media Credit Line). The amounts that will be withdrawn from the Gix Media Credit Line will bear annual interest of LIBOR + 3.2%. | | | | | | | | | 3) | Gix Media undertook to meet financial covenants over the life of the loans as follows: the ratio of debt to EBITDA, based on the Gix Medias consolidated financial statements in all 4 consecutive quarters, will not exceed 2.4 in the first two years and will not exceed 1.75 in the following two years. As of December 31, 2023, Gix Media didnt meet the financial covenants in connection with the Financing Agreement, however, Gix Media has received a waiver by Leumi to be effected until April 16, 2024, according to which, Leumi agreed to delay its right for immediate repayment of the loans. Accordingly, the Company did not reclassify long-term loans, net of current maturities item in the balance sheet as a current liability. | | | | | | | | | 4) | As part of the Financing Agreement, Gix Media and the Company provided several liens in favor of Leumi (see note 14). | | On July 25, 2022, Gix Media and Leumi entered into an addendum to the Financing Agreement, according to which, Leumi will provide Gix Media with a loan of $1,500, to be withdrawn at the discretion of Gix Media no later than January 31, 2023 (the Additional Loan). On January 23, 2023, Gix Media acquired an additional 10% of Cortexs capital shares (see note 8.A) which was financed by Gix Medias existing cash balances and by the Additional Loan received on January 17, 2023, in the amount of $1,500 to be repaid in 42 monthly payments at an annual interest rate of SOFR + 5.37%. On October 10, 2023, Gix Media and Leumi entered into a second addendum to the Financing Agreement, according to which, Leumi extended the Gix Media Credit Line by one year, until October 13, 2024. The amounts that are drawn from the Gix Media Credit Line bear an annual interest of SOFR + 4.05%. In addition, according to the second addendum the 2.4 ratio of debt to EBITDA was extended by nine months to June 30, 2024. On June 13, 2024, Gix Media and Leumi entered into a third addendum to the Financing Agreement between the parties which was effective from May 15, 2024, pursuant to which, inter alia: (i) the addendum will be effective until August 31, 2024; (ii) the Company is obligated to transfer to Gix Media $600; (iii) a new covenant which replaced the previous financial covenant, measured by reference to positive EBTIDA was implemented; (iv) all payments due to Leumi Long-term bank loan were deferred to August 31, 2024 and from September 1, 2024, payments will be repaid as schedule until the end of the Long-term bank loan; (v) a new loan of $350 was granted to Gix Media on June 13, 2024, to be repaid until August 30, 2024, alongside the Gix Media Credit Line; (vi) Gix Media is obligated to perform a reduction in expenses, including reduction in human capital. As of December 31, 2024 and 2025, Gix Media met the new covenant in connection with the Financing Agreement. | F-34 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **** **NOTE 11: LOANS (Cont.)** **B. Gix Medias Loan Agreement and short-term loans (Cont.):** **** Effective as of August 30, 2024, Gix Media and Leumi entered into a fourth addendum to the Financing Agreement, pursuant to which, inter alia: (i) subject to the receipt of at least $2,000 from the Company by no later than January 1, 2025, the Gix Media Credit Line will be extended until February 27, 2025 and (ii) the repayment of the outstanding principal amounts of the long-term bank loans of Gix Media under the Financing Agreement and an additional short-term loan in the amount of $160, will be deferred until December 31, 2024 and from January 1, 2025, all due payments will be repaid as schedule until the end of the term of the long term bank loans. On September 16, 2024, Gix Media repaid an aggregate amount of $350, consisting of the short-term bank loan in the amount of $160 and principal amounts of the long-term bank loans totaling $190. On the same date, Gix Media received a new short-term bank loan of $350 which replaced the repaid amounts. The new loan bore an annual interest rate of SOFR + 4.60% and is was repaid in one single payment on January 2, 2025. On September 19, 2024, Gix Media received a short-term loan of $75. The loan bore an annual interest rate of SOFR + 4.60% and was repaid in monthly installments of $25 over a 3-month period from October to December 2024. As of December 31, 2024, Gix Media has drawn $788 of the Gix Media Credit Line. On February 4, 2025, Gix Media and Leumi entered into a fifth addendum to the Financing Agreement, which was effective as of January 29, 2025, according to which, inter alia: (i) the Gix Media Credit Line was extended to March 31, 2025; (ii) the repayment the outstanding principal amounts of the long term bank loans of Gix Media under the Financing Agreement, was deferred until the actual deposit by the Company in Gix Medias account of an investment account equal to the amounts of the deferred long term bank loans owned by Gix Media (the Investment Amount), which in any event shall be no later than March 31, 2025 (the Deposit Date); (iii) upon such Deposit Date, all deferred payments will be immediately repaid using the deposited amounts and any remaining amounts from any other sources; (iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each long term bank loan. On March 30, 2025, Gix Media and Leumi entered into a sixth additional addendum to the Financing Agreement, which extended the Deposit Date until May 20, 2025. On June 18, 2025, Gix Media received a short-term loan of $1,722, bearing an annual interest rate of SOFR + 4.65%, which was repaid in a single payment on July 3, 2025. | F-35 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 11: LOANS (Cont.)** **B. Gix Medias Loan Agreement and short-term loans (Cont.):** On July 3, 2025, Gix Media received a short-term loan of $1,948, bearing an annual interest rate of SOFR + 4.65%, which was repaid in a single payment on August 4, 2025. On July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement, (the July 2025 Repayment and Financing Agreement) according to which, inter alia: (i) the Deposit Date will be extended until October 1, 2025 (ii) Gix Media agreed to repay $2.4 million to Leumi by October 1, 2025, and (iii) subject to the full repayment of the $2.4 million, Leumi would provide a new loan equal to the then outstanding balance of the debt. The loan will be repaid in up to 24 monthly payments at an annual interest rate of Leumis applicable rate at the time of the granting of the loan. In July 2025, Gix Media repaid a total of $2.4 million to Leumi in accordance with the July 2025 Repayment and Financing Agreement. As a result, the outstanding balance of the existing short-term loan of $1,948 and the long-term loans under the Financing Agreement were extinguished on July 10, 2025. On the same date, Gix Media received a new loan in the amount of $1,562 to be repaid in 24 consecutive monthly payments beginning in October 2025, at an annual interest rate of SOFR + 4.92%. As of December 31, 2025, Gix Media has drawn $260 of the Gix Media Credit Line. | F-36 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 11: LOANS (Cont.)** **C. Long term loan and issuance of warrants:** On November 15, 2023, Viewbix Israel entered into a loan agreement with certain lenders, pursuant to which Viewbix Israel received aggregate loans of $480 (the 2023 Loan). In connection with the 2023 Loan, the Company issued to each lender a warrant to purchase shares of common stock (the 2023 Warrants). The 2023 Warrants are exercisable to 120,000 shares of common stock, at an exercise price of $2.00 per share and will expire on December 31, 2025. The Company recorded the 2023 Warrants as an equity instrument. The terms of the 2023 Loan were substantially amended on June 18, 2024, by the June 2024 Facility Agreement (see note 11.D). These amendments represented a substantial modification in accordance with ASC Topic 470. Accordingly, the terms modification was accounted for as an extinguishment of the original financial liability and the initial recognition of new financial instruments issued at their fair value as of the effective date of the June 2024 Facility Agreement. As a result of the substantial modification of terms, the Company recognized finance expense of $1,914 during the year ended December 31, 2024. As of December 31, 2025, all remaining 2023 Warrants were expired. **D. June 2024 Facility Agreement:** On June 18, 2024, the Company entered into a credit facility agreement with a group of lenders including a lead lender (the June 2024 Lead Lender, and collectively, the June 2024 Lenders) for an amount of up to $1.0 million which was amended and restated on July 22, 2024 (the June 2024 Facility Agreement). The June 2024 Facility Agreement also includes $531 of outstanding debt owed by the Company to the lenders of the 2023 Loan (see note 11.C), such that the total amount of the credit line reached $1.53 million (the Total Credit Facility Amount). The Total Credit Facility Amount will be due for repayment following 12 months from the date of the June 2024 Facility Agreement (the Initial Maturity Date) or alternatively, in the event the completion of the Uplist (as defined in note 1.G) prior to the Initial Maturity Date, then the Total Credit Facility Amount will be due for repayment following 12 months from the Uplist Date. The Total Credit Facility Amount will be available for use as follows: (a) $350 upon the date of the June 2024 Facility Agreement, (b) $150 upon submitting a prospectus for the registration of shares to be issued to the June 2024 Lenders, and (c) $500 upon the completion of the Uplist. The Total Credit Facility Amount will accrue interest at a rate of 12% per annum, to be paid in advance. | F-37 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 11: LOANS (Cont.)** **** **D. June 2024 Facility Agreement (Cont.):** The interest for the first year of the June 2024 Facility Agreement, which was equal to $184, was paid by the Company in advance in: (a) 183,679 shares of the Companys common stock, reflecting a value of $1.00 per share for each dollar of interest accrued on the Total Credit Facility Amount, and (b) 183,679 warrants to purchase 183,679 shares of the Companys common stock at an exercise price of $1.00 per share. The warrants will be exercisable for a 3three-year period from the date of the June 2024 Facility Agreement. Immediately following the effectiveness of the Uplist, $663 of the Total Credit Facility Amount will be automatically converted into units, which will include shares of common stock at a conversion rate of $1.00 per share, equal to an aggregate of 662,957 shares of common stock and the same amount of warrants to purchase common stock of the Company with an exercise price of $1.00 per share. The warrants will be exercisable for a three-year period from the Uplist Date. During the term of the June 2024 Facility Agreement, some of the June 2024 Lenders whose portion of the Total Credit Facility Amount is not automatically converted as part of the Uplist will have the right to convert their portion of the Total Credit Facility Amount within 12 months from the Uplist Date into units, which will include shares of common stock of the Company at a conversion rate of $1.00 per share, equal to an aggregate of up to 362,004 shares of common stock and the same amount of warrants to purchase common stock of the Company with an exercise price of $1.00 per share. The warrants will be exercisable for a three-year period from the issuance date. In addition, the Company paid to the June 2024 Lead Lender a commission consisting of: (a) 50,000 shares of common stock of the Company, (b) 50,000 warrants to purchase 50,000 shares of common stock of the Company at an exercise price of $1.00 per share (c) 625,000 warrants for the purchase of 625,000 shares of common stock with an exercise price of $4.00 per share (June 2024 Lead Lender Fee Warrants). The June 2024 Lead Lender Fee Warrants are exercisable for a three-year period from the date of the June 2024 Facility Agreement. The June 2024 Lead Lender Fee Warrants, which were exercisable immediately after the closing of the June 2024 Facility Agreement, were allocated subject to certain ownership restrictions, adjustments, and anti-dilution protections. In July 2024, following the closing of the 2024 Private Placement (as defined in note 15.B), the exercise price of the June 2024 Lead Lender Fee Warrants was adjusted to $0.472, which is equal to the effective price per share of common stock in the 2024 Private Placement, and the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrants was also adjusted to a total of 5,296,610 shares, such that the adjusted exercise price and number of warrants issued is equal to an aggregate amount of $2.5 million. The conversion related features of the June 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each balance sheet date. Loans received in connection with the June 2024 Facility Agreement were initially recorded at their fair value and subsequently measured at cost. The shares and warrants issued as prepayment of interest and as commission to the June 2024 Lead Lender were initially recognized at fair value and classified in equity. | F-38 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 11: LOANS (Cont.)** **** **D. June 2024 Facility Agreement (Cont.):** In connection with the June 2024 Facility Agreement, the Company incurred deferred debt issuance costs of $60, consisting of an annual advance interest payment. The deferred debt issuance costs were recorded in other current assets in the Companys balance sheet and are amortized as financial expense over the term of the June 2024 Facility Agreement. Deferred debt issuance costs amounted to $21 and $6 as of December 31, 2025 and 2024, respectively. The June 2024 Lead Lender Fee Warrants were initially recognized in fair value at the amount of $1,833 and classified as a liability measured at fair value at each balance sheet date. Following the closing of the 2024 Private Placement (see note 15.B) and the adjustments made to the number of shares in the June 2024 Lead Lender Fee Warrants as part of the June 2024 Facility Agreement, the June 2024 Lead Lender Fee Warrants were reclassified to equity. On June 5, 2025, upon completion of the Uplist, the Company drew additional $500 of the Total Credit Facility Amount (the Additional Amount). The Additional Amount was provided by the June 2024 Lead Lender, which has the right to convert the Additional Amount within 12 months from the Uplist Date into units, which will include shares of common stock of the Company at a conversion rate of $1.00 per share, equal to an aggregate of up to 500,000 shares of common stock and the same amount of warrants to purchase shares of common stock of the Company with an exercise price of $1.00 per share. The warrants will be exercisable for a three-year period from the issuance date. The Additional Amount was recorded as a short-term convertible loan. In addition, immediately following the Uplist, $663 of the Total Credit Facility Amount was converted into units, which included 662,957 shares of common stock and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $1.00 per share for a three-year period from the Uplist Date. The warrants were recorded at fair value and were classified as equity. During June and July 2025, out of 896,636 warrants granted under the June 2024 Facility Agreement, 722,495 warrants were exercised into 722,495 shares of common stock. The Company received total proceeds of $722 upon exercise of the warrants. **E. First July 2024 Facility Agreement** **** On July 4, 2024, the Company entered into a credit line agreement with a certain lender (the First July 2024 Facility Agreement). Under the First July 2024 Facility Agreement and amendments from July 22, 2024, and July 25, 2024, the lender will provide a total credit line of $2.5 million (the First July 2024 Facility Loan Amount), which will be available for use as follows: (a) $50 upon the date of the First July 2024 Facility Agreement, (b) $50 upon the Uplist, and (c) after the Uplist, $200 will be available for use on a quarterly basis until the total amount reaches $2.5 million. The First July 2024 Facility Agreement will remain available until the earliest of: (a)(1) full utilization of the First July 2024 Facility Loan Amount, (a)(2) after 36 months from the date of the First July 2024 Facility Agreement, and (b) upon such date that the Company completes a $2.0 million financing transaction (the First July 2024 Facility Term). In the event the First July 2024 Facility Term lapses, the First July 2024 Facility Loan Amount will be repaid to the lender immediately (see note 15.C). | F-39 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 11: LOANS (Cont.)** **** **E. First July 2024 Facility Agreement (Cont.)** The First July 2024 Facility Agreement Amount will accrue interest at a rate of 12% per annum. The interest for the first year was paid in advance in: (a) 300,000 shares of the Companys common stock at a conversion rate of $1.00 for each dollar of interest accrued on the total amount, and (b) 300,000 warrants to purchase 300,000 shares of the Companys common stock an exercise price of $1.00 per share. The warrants are exercisable upon issuance at an exercise price of $1.00 per share of common stock and will be exercisable for a three-year3 period from the date of the First July 2024 Facility Agreement. Immediately after the Uplist, $100 from the First July 2024 Facility Loan Amount will be automatically converted into common stock of the Company at an exercise price of $1.00 per share. Additionally, the Company will issue an identical number of warrants to purchase common stock of the Company at an exercise price of $1.00 per share. Furthermore, the Company paid the lender of the First July 2024 Facility Agreement a one-time fee consisting of: (a) 125,000 shares of common stock of the Company, which representing a fee of five percent (5%) of the First July 2024 Facility Loan Amount, at a share price of $1.00 per share, and (b) 250,000 warrants to purchase 250,000 shares of common stock of the Company at an exercise price of $1.00 per share. The warrants are exercisable for three years3 from the date of the First July 2024 Facility Agreement. The conversion related features of the First July 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each balance sheet date. In connection with the First July 2024 Facility Agreement, the Company incurred deferred debt issuance costs of $375, which consisted of a one-time fee to the lender of the First July 2024 Facility Agreement, an annual advance interest payment and other additional direct costs. The deferred debt issuance costs were recorded in other current assets in the Companys balance sheet and were amortized as financial expense over the term of the First July 2024 Facility Agreement. Deferred debt issuance costs amounted to $315 as of December 31, 2024, and were fully amortized during year ended December 31, 2025, following the termination of the First July 2024 Facility Agreement (see note 15.C). Under the terms of the First July 2024 Facility Agreement, the Company received in July 2024 a loan of $50 which was recorded as a short-term convertible loan. The fair value of this loan was substantially the same as the amount received. Warrants associated with the First July 2024 Facility Agreement were measured at fair value and recorded as equity. On the Uplist Date, the Company drew additional $50 of the First July 2024 Facility Loan Amount. In addition, immediately following the Uplist Date, $100 of the First July 2024 Facility Loan Amount was converted into units, which included 100,000 shares of common stock and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $1.00 per share for a three-year period from the Uplist Date. The warrants were recorded at fair value and were classified as equity. During June 2025, all 650,000 warrants granted under the First July 2024 Facility Agreement were exercised into 650,000 shares of common stock. The Company received total proceeds of $650 upon exercise of the warrants. On July 14, 2025, following the closing of the July 2025 Private Placement and the proceeds received by the Company (see note 15.C), the First July 2024 Facility Agreement was terminated. | F-40 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 11: LOANS (Cont.)** **F. Second July 2024 Facility Agreement** On July 28, 2024, the Company entered into a credit line agreement with certain lenders (the Second July 2024 Facility Agreement) for a total amount of $3.0 million (the Second July 2024 Facility Loan Amount). The Second July 2024 Facility Loan Amount will remain available until the earliest of: (a) (1) full utilization of the Second July 2024 Facility Loan Amount, (a)(2) after 40 months from the date of Second July 2024 Facility Agreement, and (b) upon such date that the Company completes a $2.5 million financing transaction. The Second July 2024 Facility Loan Amount will accrue interest at a rate of 12% per annum. The interest for the first year was paid in advance in: (a) 360,000 shares of the Companys common stock, reflecting a share price of $1.00 per share for each dollar of interest accrued on the total amount, and (b) 360,000 warrants to purchase 360,000 shares of common stock of the Company at an exercise price of $1.00 per share. The warrants are exercisable for three years from the date of the Second July 2024 Facility Agreement. Starting from the second year of the Second July 2024 Facility Agreement, the interest will be paid in cash to the lenders. Immediately after the Uplist, $160 out of the Second July 2024 Facility Loan Amount will be automatically converted into common stock of the Company at an exercise price of $1.00 per share. Additionally, the Company will issue an identical number of warrants to purchase common stock of the Company at an exercise price of $1.00 per share. Furthermore, the Company paid the lenders of the Second July 2024 Facility Agreement a one-time fee consisting of 150,000 shares of common stock of the Company, which represents a fee of five percent (5%) of the Second July 2024 Facility Loan Amount at a share price of $1.00 per share. The conversion related features of the Second July 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each balance sheet date. In connection with the Second July 2024 Facility Agreement, the Company incurred deferred debt issuance costs of $355, which consisted of a one-time fee to the lenders of the Second July 2024 Facility Agreement, an annual advance interest payment and other additional direct costs. The deferred debt issuance costs were recorded in other current assets in the Companys balance sheet and were amortized as financial expense over the term of the Second July 2024 Facility Agreement. Deferred debt issuance costs amounted to $302 as of December 31, 2024, and were fully amortized during the year ended December 31, 2025, following the termination of the Second July 2024 Facility Agreement (see note 15.C). | F-41 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 11: LOANS (Cont.)** **F. Second July 2024 Facility Agreement (Cont.)** Under the terms of the Second July 2024 Facility Agreement, the Company received in July 2024 a loan of $80 which was recorded as a short-term convertible loan. The fair value of this loan was substantially the same as the amount received. Warrants associated with the Second July 2024 Facility Agreement were measured at fair value and recorded as equity. On the Uplist Date, the Company drew additional $80 of the Second July 2024 Facility Loan Amount. In addition, immediately following the Uplist Date, $160 of the Second July 2024 Facility Loan Amount was converted into units, which included 160,000 shares of common stock and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $1.00 per share for a three-year period from the Uplist Date. The warrants were recorded at fair value and were classified as equity. During June 2025, all 520,000 warrants granted under the Second July 2024 Facility Agreement were exercised into 520,000 shares of common stock. The Company received total proceeds of $520 upon exercise of the warrants. On July 14, 2025, following the closing of the July 2025 Private Placement and the proceeds received by the Company (see note 15.C), the Second July 2024 Facility Agreement was terminated. | F-42 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 12: FINANCIAL INSTRUMENTS AT FAIR VALUE** **Financial instruments:** The Company has financial instruments measured at level 3 arising from the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement (see notes 11.D, 11.E, 11.F). Embedded derivatives were identified and recognized at fair value upon initial recognition of each of the financial instruments and measured at fair value at each balance sheet date. The fair value of the financial instruments as of December 31, 2024, was calculated using the following unobservable inputs: share price: $0.472, expected volatility: 148%, exercise price: $1.00, risk-free interest rate: 4.24%-4.32%, expected life: 0.46-0.50 years. On June 5, 2025, immediately after the Uplist, the Company converted all embedded derivatives to equity. At the Uplist Date and before the conversion, these embedded derivatives were measured at their intrinsic value through profit or loss. The following table presents the financial instruments that were measured at fair value through profit or loss: SCHEDULE OF FINANCIAL INSTRUMENTS | | | Embedded derivatives | | | Earn-out liability | | | | | | | | | | | | | Balance as of January 1, 2025 | | | 29 | | | | - | | | | Earn-out liability recorded in connection with Metagramm Acquisition (see note 8.C) | | | - | | | | 1,010 | | | | Earn-out payable amounts upon achieving financing milestone in connection with Metagramm Acquisition (see note 8.C) | | | - | | | | (201 | ) | | | Embedded derivatives recorded in connection with the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement | | | | | | | | | | | Warrants issued to the June 2024 Lead Lender (see note 10.E) | | | | | | | | | | | Reclassification of derivative warrant liability into equity (see note 10.E) | | | | | | | | | | | Net changes at fair value recognized through profit or loss | | | 10,121 | | | | (16 | ) | | | Embedded derivatives converted to equity | | | (10,150 | ) | | | - | | | | Balance as of December 31, 2025 | | | - | | | | 793 | | | | | | Embedded derivatives | | | | Balance as of January 1, 2024 | | | - | | | | Embedded derivatives, Balance | | | - | | | | Embedded derivatives recorded in connection with the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement | | | 40 | | | | Warrants issued to the June 2024 Lead Lender (see note 11.D) | | | 1,833 | | | | Reclassification of derivative warrant liability into equity (see note 11.D) | | | (1,833 | ) | | | Net changes at fair value recognized through profit or loss | | | (11 | ) | | | Balance as of December 31, 2024 | | | 29 | | | | Embedded derivatives, Balance | | | 29 | | | | F-43 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 13: INCOME TAX EXPENSE** **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, 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 2025 and 2024. 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 December 31, 2025, Gix Media has a final tax assessment for all tax year up to the year ended December 31, 2020. Viewbix Israel has a final tax assessment for all tax year up to the year ended December 31, 2019. **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 December 31 | | | As of December 31 | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Deferred tax assets | | | | | | | | | | | Deferred research and development expenses | | | 12 | | | | 57 | | | | Employee compensation and benefits | | | - | | | | 1 | | | | Operating loss carryforward | | | 9,178 | | | | 8,766 | | | | Total deferred tax assets | | | 9,190 | | | | 8,824 | | | | | | | | | | | | | | | Deferred tax liabilities: | | | | | | | | | | | Intangible assets associated with business combinations | | | 326 | | | | 222 | | | | Total deferred tax liabilities | | | 326 | | | | 222 | | | | | | | | | | | | | | | Net deferred tax assets before valuation allowance | | | 8,864 | | | | 8,602 | | | | Valuation allowance | | | (9,178 | ) | | | (8,768 | ) | | | Net deferred tax liabilities | | | 314 | | | | 166 | | | | F-44 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 13: INCOME TAX EXPENSE (Cont.)** **** **C. Deferred taxes are comprised of the following components: (Cont.)** As of December 31, 2025 and 2024, the Company has recorded a valuation allowance of $9,178 and $8,768 respectively, in respect of the deferred tax assets resulting primarily from tax loss carryforward of Viewbix Inc. and Viewbix Israel, as management currently believes these deferred tax assets will not be realized in the foreseeable future. **Income tax expenses are comprised as follows:** SCHEDULE OF INCOME TAX EXPENSES (BENEFITS) | | | 2025 | | | 2024 | | | | | | Year ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Current tax expenses | | | 29 | | | | 171 | | | | Deferred tax income | | | (68 | ) | | | (40 | ) | | | Income tax expense (benefit) | | | (39 | ) | | | 131 | | | **D. Reconciliation of the theoretical tax expenses to the actual tax expenses:** The Company adopted ASU 2023-09 for the year ended December 31, 2025, on a prospective basis. 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 statements of operations is as follows: SCHEDULE OF RECONCILIATION THEORETICAL TAX EXPENSES | | | 2025 | | | | | | | | Year ended December 31, 2025 | | | | | | Amount | | | Percent | | | | | | | | | | | | | US federal statutory tax rate | | $ | 2,822 | | | | 21 | % | | | Foreign tax effects: | | | | | | | Statutory tax rate difference between Israel and the United States | | | 26 | | | | (0.2 | )% | | | Changes in Valuation Allowances: | | | 410 | | | | (3.1 | )% | | | Non-taxable or non-deductible items: | | | | | | | | Stock-based payments awards | | | 16 | | | (0.1 | )% | | | Change in the fair value of financial assets at fair value through profit or loss | | | 2,126 | | | | (15.8 | )% | | | Other | | | 8 | | | | (0.1 | )% | | | Other Adjustments: | | | 197 | | | | (1.4 | )% | | | Income tax benefit | | $ | (39 | ) | | | 0.3 | % | | Reconciliation between the Companys theoretical tax benefit to the actual tax expense prior to the adoption of ASU 2023-09: SCHEDULE OF RECONCILIATION THEORETICAL TAX BENEFIT | | | Year ended December 31 | | | | | | 2024 | | | | | | | | | | Loss before income taxes as reported in the consolidated statements of operations | | | 3,447 | | | | Statutory tax rate in the U.S. | | | 21 | % | | | Theoretical tax benefit | | | 724 | | | | Increase (decrease) in tax expenses resulting from: | | | | | | | Lower tax rates for preferred technology enterprises | | | (27 | ) | | | Non-deductible expenses | | | 35 | | | | Change in valuation allowance | | | 835 | | | | Others | | | 12 | | | | Income tax expense | | | 131 | | | | F-45 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 13: INCOME TAX EXPENSE (Cont.)** **E. Available carryforward tax losses:** As of December 31, 2025, Viewbix Israel incurred operating losses of approximately $14,506 which may be carried forward and offset against taxable income in the future for an indefinite period. As of December 31, 2025, the Company incurred operating losses in the U.S. of approximately $27,532. 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 before taxes includes the following components:** SCHEDULE OF INCOME (LOSS) BEFORE TAXES ON INCOME | | | 2025 | | | 2024 | | | | | | Year ended December 31, | | | | | | 2025 | | | 2024 | | | | USA | | | 13,342 | | | | 3,711 | | | | Israel | | | 95 | | | | (264 | ) | | | Total income (loss) before taxes on income | | | 13,437 | | | | 3,447 | | | **NOTE 14: COMMITMENTS AND CONTINGENCIES** **Liens:** On September 19, 2022, as part of the Reorganization Transaction terms, the Company has provided several liens under Gix Medias Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a guarantee to Bank Leumi of all of Gix Medias obligations and undertakings to Bank Leumi unlimited in amount; (2) a subordination letter signed by the Company to Leumi Bank; (3) A first ranking all asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Companys bank accounts. Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a floating lien on Gix Medias assets; (2) a lien on Gix Medias bank account in Leumi; (3) a lien on Gix Medias rights under the Cortex Transaction; (4) a fixed lien on Gix Medias intellectual property; and (5) a lien on Gix Medias full holdings in Cortex. On November 9, 2025, under the Cortex Sale Agreement (see note 8.B), Gix Media provided Leumi a lien on the consideration received in the form of shares and Leumi released its lien on the shares of Cortex sold by Gix Media. Gix Medias restricted deposits in the amount of $20 as of December 31, 2025, are held as a security in respect of credit cards and its rented offices. | F-46 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 15: SHAREHOLDERS EQUITY** **A. Shares of Common Stock:** Shares of Common Stock confer the rights to: (i) participate in the general meetings, to one vote per share for any purpose, to an equal part, on 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. On June 18, 2024, as part of the June 2024 Facility Agreement, the Company issued to the June 2024 Lenders 233,679 shares of common stock and 233,679 warrants to purchase such number of shares of common stock with an exercise price of $1.00 per share. In addition, the Company issued to the June 2024 Lead Lender a warrant to purchase 625,000 shares of common stock with an exercise price of $4.00 per share, representing an aggregate exercise amount of $2.5 million (see note 11.D). In July 2024, following the closing of the 2024 Private Placement (as defined in note 15.B), the exercise price of the June 2024 Lead Lender Fee Warrants was adjusted to $0.472, which is equal to the effective price per share of common stock in the 2024 Private Placement, and the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrants was also adjusted to a total of 5,296,610 shares, such that the adjusted exercise price and number of warrants issued is equal to an aggregate amount of $2.5 million On July 4, 2024, as part of the First July 2024 Facility Agreement, the Company issued to the First July 2024 Lender 425,000 shares of common stock and 550,000 warrants to purchase such number of shares of common stock with an exercise price of $1.00 per share (see note 11.E). On July 14, 2024 and July 25, 2024, the Company entered into consulting agreements with certain consultants (the Consultants) pursuant to which the Consultants agreed to provide certain services to the Company in connection with the Uplist (as defined in note 1.G). In consideration with the Consultants services, the Company issued to the Consultants 120,000 shares of common stock in July 2024. The Company recorded a share-based compensation expense of $57 in other expenses, net in connection with the issuance of shares to the Consultants, for the year ended December 31, 2024. On July 28, 2024, as part of the Second July 2024 Facility Agreement, the Company issued to the lenders of the Second July 2024 Facility Agreement 510,000 shares of common stock and 360,000 warrants to purchase such number of shares of common stock with an exercise price of $4.00 per share (see note 11.F). On March 24, 2025, the Company entered into the 2025 SEA with Metagramm and all of the shareholders of Metagramm, pursuant to which the Company issued to Metagramms shareholders 1,323,000 of the Companys shares representing 19.99% of its issued and outstanding share capital in exchange for 100% of Metagramms issued and outstanding share capital (see note 8.C). On June 5, 2025, following the Uplist and as part of the June 2024 Facility Agreement, $663 of the Total Credit Facility Amount was converted into an aggregate of 662,957 shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $1.00 per share. In addition, during June and July 2025, out of 896,636 warrants granted under the June 2024 Facility Agreement, 722,495 warrants were exercised into 722,495 shares of common stock (see note 11.D). | F-47 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 15: SHAREHOLDERS EQUITY (Cont.)** **A. Shares of Common Stock: (Cont.)** On June 5, 2025, following the Uplist and as part of the First July 2024 Facility Agreement, $100 of the First July 2024 Facility Loan Amount was converted into an aggregate of 100,000 shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $1.00 per share. In addition, during June 2025, all 650,000 warrants granted under the First July 2024 Facility Agreement were exercised into 650,000 shares of common stock (see note 11.E). On June 5, 2025, following the Uplist and as part of the Second July 2024 Facility Agreement, $160 of the Second July 2024 Facility Loan Amount was converted into an aggregate of 160,000 shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $1.00 per share. In addition, during June 2025, all 520,000 warrants granted under the Second July 2024 Facility Agreement were exercised into 520,000 shares of common stock (see note 11.F). On June 15, 2025, the Company issued 37,500 shares of common stock to a consultant as consideration for services provided in connection with the Uplist. The Company recognized $75 of share-based compensation expense, recorded in other expenses, net, during the year ended December 31, 2025. **B. 2024 Private Placement** **** On July 3, 2024, the Company entered into a definitive securities purchase agreement with a certain investor (the Lead Investor) for the purchase and sale in a private placement (the 2024 Private Placement) of units consisting of (i) 256,875 shares of the Companys common stock at a purchase price of $1.00 per share and (ii) 385,332 warrants to purchase 385,332 shares of the Companys common stock (the PIPE Warrants) to the Lead Investor and other investors acceptable to the Lead Investor and the Company. The PIPE Warrants are exercisable upon issuance at an exercise price of $1.00 per share and have a 3three-year term from the issuance date. In addition, the PIPE Warrants are subject to an automatic exercise provision in the event that the Companys shares of common stock are approved for listing on the Nasdaq Capital Market. The aggregate gross proceeds received by the Company from the 2024 Private Placement were $257, of which $237 received in June 2024 and the $20 remaining received in July 2024. Upon the closing of the 2024 Private Placement, the Company agreed to pay the Lead Investor: (1) $10 for actual and documented fees and expenses incurred and, (2) a commission consisting of (i) a cash fee of $13 and (ii) 12,844 shares of the Companys common stock. The Company incurred share issuance costs of $65 ($59 in cash and $6 in shares of common stock) which were recognized as a reduction of additional paid-in capital. In July 2024, the Company issued 269,719 shares of common stock and 385,332 warrants in connection with the 2024 Private Placement. Following the Uplist Date, out of 385,332 warrants granted under the 2024 Private Placement, 328,142 warrants were exercised during June and July 2025 into 328,142 shares of common stock. The Company received total proceeds of $328 upon exercise of the warrants. | F-48 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 15: SHAREHOLDERS EQUITY (Cont.)** **C. July 2025 Private Placement** On July 11, 2025, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company issued and sold in a private placement, (the July 2025 Private Placement) an aggregate of 848,763 shares of common stock, pre-funded warrants to purchase up to 77,160 shares of common stock and common warrants to purchase up to an aggregate of 925,923 shares of common stock, at an offering price of $4.86 per share of common stock and associated common warrant and an offering price of $4.8599 per pre-funded warrant and associated common warrant. The pre-funded warrants were immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. The common warrants were immediately exercisable upon issuance at an exercise price of $4.74 per share, subject to adjustment as set forth therein, and will expire five and a half years from the issuance date. The common warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of common stock underlying the common warrants. In connection with the July 2025 Private Placement, the Company also entered into a letter agreement with a placement agent on July 11, 2025, according to which the Company paid a cash placement fee equal to 7.0% of the gross proceeds and $50 for reasonable legal fees and disbursements. The July 2025 Private Placement closed on July 14, 2025. The aggregate gross proceeds received by the Company on the closing date were $4,500. The Company incurred share issuance costs of $477 which were recognized as a reduction of additional paid-in capital. In connection with the closing of the July 2025 Private Placement and the related proceeds, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement were terminated. In addition, the shareholders of Metagramm became entitled to partial earn-out payments on a pro rata basis pursuant to the 2025 SEA (see note 8.C). On September 5, 2025, 20,576 pre-funded warrants were exercised into 20,576 shares of common stock. | F-49 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 15: SHAREHOLDERS EQUITY (Cont.)** **D. Warrants:** The following table summarizes information of outstanding warrants as of December 31, 2025: SCHEDULE OF OUTSTANDING WARRANTS | | | Warrants | | | Warrant Term | | Exercise Price | | | Exercisable | | | | | | | | | | | | | | | | | | Class J Warrants | | | 32,584 | | | July 2029 | | | 53.76 | | | | 32,584 | | | | Class K Warrants | | | 32,584 | | | July 2029 | | | 89.60 | | | | 32,584 | | | | June 2024 Facility Agreement Warrants (note 11.D) | | | 174,141 | | | June 2027 | | | 1.00 | | | | 174,141 | | | | June 2024 Lead Lender Fee Warrants (note 11.D) | | | 5,296,610 | | | June 2027 | | | 0.472 | | | | 5,296,610 | | | | 2024 PIPE Warrants (note 15.B) | | | 57,190 | | | July 2027 | | | 1.00 | | | | 57,190 | | | | 2025 July Private Placement - pre-funded warrants (note 15.C) | | | 56,584 | | | Until exercised in full | | | 0.00 | | | | 56,584 | | | | 2025 July Private Placement common warrants (note 15.C) | | | 925,923 | | | January 2031 | | | 4.74 | | | | 925,923 | | | The following table summarizes the activity in outstanding warrants during the year ended December 31, 2025: SUMMARY OF ACTIVITY IN OUTSTANDING WARRANTS | | | Warrants outstanding as of January 1, 2025 | | | Warrants granted | | | Warrants Exercised | | | Warrants Expired | | | Warrants outstanding as of December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | Class J Warrants | | | 32,584 | | | | - | | | | - | | | | - | | | | 32,584 | | | | Class K Warrants | | | 32,584 | | | | - | | | | - | | | | - | | | | 32,584 | | | | 2023 Warrants (note 11.C) | | | 120,000 | | | | - | | | | - | | | | (120,000 | ) | | | - | | | | June 2024 Facility Agreement Warrants (note 11.D) | | | 233,679 | | | | 662,957 | | | | (722,495 | ) | | | - | | | | 174,141 | | | | June 2024 Lead Lender Fee Warrants (note 11.D) | | | 5,296,610 | | | | - | | | | - | | | | - | | | | 5,296,610 | | | | First July 2024 Facility Warrants (note 11.E) | | | 550,000 | | | | 100,000 | | | | (650,000 | ) | | | - | | | | - | | | | Second July 2024 Facility Warrants (note 11.F) | | | 360,000 | | | | 160,000 | | | | (520,000 | ) | | | - | | | | - | | | | 2024 PIPE Warrants (note 15.B) | | | 385,332 | | | | - | | | | (328,142 | ) | | | - | | | | 57,190 | | | | 2025 July Private Placement - pre-funded warrants (note 15.C) | | | - | | | | 77,160 | | | | (20,576 | ) | | | - | | | | 56,584 | | | | 2025 July Private Placement common warrants (note 15.C) | | | - | | | | 925,923 | | | | - | | | | - | | | | 925,923 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | 7,010,789 | | | | 1,926,040 | | | | (2,241,213 | ) | | | (120,000 | ) | | | 6,575,616 | | | | F-50 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 15: SHAREHOLDERS EQUITY (Cont.)** **E. Reverse Stock Split:** On July 15, 2024, the Company filed an amendment to its Amended COI to effect a 1-for-4 reverse stock split of the Companys Common Stock (the Reverse Stock Split). The Reverse Stock Split became effective on March 14, 2025. As a result of the Reverse Stock Split, every 4 outstanding shares of the Companys common stock were converted into 1 share of the Companys common stock. The Reverse Stock Split did not change the par value of the Companys common stock or the number of its authorized shares. Share and per share data in these financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. **** **F. Share option plan**: On March 2, 2023, the Board approved the adoption of the 2023 Stock Incentive Plan (the 2023 Plan). The 2023 Plan permits the issuance of up to (i) 625,000 shares of Common Stock, plus (ii) an annual increase equal to the lesser of (A) 5% of the Companys outstanding capital stock on the last day of the immediately preceding calendar year; and (B) such smaller amount as determined by the Board, provided that no more than 625,000 shares of Common Stock may be issued upon the exercise of Incentive Stock Options. If any outstanding awards expire, are canceled or are forfeited, the underlying shares would be available for future grants under the 2023 Plan. The 2023 Plan provides for the grant of stock options, restricted stock, restricted stock units, stock or other stock-based awards, under various tax regimes, including, without limitation, in compliance with Section 102 and Section 3(i) of the Israeli Income Tax Ordinance (New Version) 5271-1961, and for awards granted to United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 and Section 409A of the United States Internal Revenue Code of 1986. In connection with the adoption of the 2023 Plan, on March 7, 2023, the Company entered into certain intercompany reimbursement agreements with two of its subsidiaries, Viewbix Israel and Gix Media (the Recharge Agreements). The Recharge Agreements provide for the offer of awards under the 2023 Plan to employees or service providers of Viewbix Israel and Gix Media (the Affiliates) under the 2023 Plan. Under the Recharge Agreements, the Affiliates will each bear the costs of awards granted to its employees or its service providers under the 2023 Plan and will reimburse the Company upon the issuance of shares of Common Stock pursuant to an award, for the costs of shares issued, but in any event not prior to the vesting of an award. The reimbursement amount will be equal to the lower of (a) the book expense for such award as recorded on the financial statements of one of the respective Affiliates, determined and calculated according to U.S. GAAP, or any other financial reporting standard that may be applicable in the future, or (b) the fair value of the shares of Common Stock at the time of exercise of an option or at the time of vesting of an RSU, as applicable. | F-51 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 15: SHAREHOLDERS EQUITY (Cont.)** **** **F. Share option plan**: **(Cont.)** On July 20, 2023, the Company granted 12,756 restricted share units (the RSUs) under the 2023 Plan to Gix Medias CEO, as part of his employment terms, (the Grantee) under the following terms and conditions: (1) 12,756 of Common Stock underlying the grant of RSUs (2) Vesting Commencement Date: July 1, 2023 (3) vesting schedule: 50% of the RSUs vested immediately upon the Vesting Commencement Date (the First Tranche) and the remaining 50% of the RSUs vested 12 months after the Vesting Commencement Date (the Second Tranche), provided, in each case, that the Grantee remains continuously as a Service Provider (as defined under the 2023 Plan) of Gix Media or its affiliates throughout each such vesting date (the Grant). On July 1, 2023, upon the vesting of the First Tranche, the Company issued 6,378 shares of Common Stock to the Grantee. On July 1, 2024, upon the vesting of the Second Tranche, the Company issued 6,378 shares of Common Stock to the Grantee. The Company recorded a share-based compensation expense of $12 in general and administrative expenses in connection with the Grant for the year ended December 31, 2024. On July 11, 2025, in accordance with the terms of the 2023 Plan, the Companys board of directors approved an increase in the number of shares of common stock reserved for issuance under the 2023 Plan by up to 2,713,613 shares. The Company recognized stock-based compensation expenses in the statement of operations as follows: SCHEDULE OF STOCK BASED COMPENSATION EXPENSES | | | 2025 | | | 2024 | | | | | | For the year ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | General and administrative | | | - | | | | 12 | | | | Other expenses, net (see note 15.A) | | | 75 | | | | 57 | | | | | | | | | | | | | | | Total | | | 75 | | | | 69 | | | | F-52 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 16: ADDITIONAL INFORMATION REGARDING PROFIT AND LOSS ITEMS** **Composition:** SCHEDULE OF INFORMATION REGARDING TO ACQUISITION RELATED COSTS **A. Traffic-acquisition and related costs:** | | | 2025 | | | 2024 | | | | | | For the year ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Search ads | | | 297 | | | | 1,730 | | | | Traffic- acquisition and related costs | | $ | 297 | | | $ | 1,730 | | | **B. Research and development expenses:** SCHEDULE OF INFORMATION REGARDING TO PROFIT AND LOSS | | | 2025 | | | 2024 | | | | | | For the year ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Salaries and related expenses | | $ | - | | | $ | 369 | | | | Professional services and subcontractors | | | 64 | | | | 392 | | | | Other | | | 5 | | | | 69 | | | | Research and development expenses | | $ | 69 | | | $ | 830 | | | **C. Selling and marketing expenses:** | | | 2025 | | | 2024 | | | | | | For the year ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Salaries and related expenses | | $ | - | | | $ | 216 | | | | Advertising and marketing expenses | | | 100 | | | | 44 | | | | Other | | | - | | | | 49 | | | | Selling and marketing expenses | | $ | 100 | | | $ | 309 | | | **D**. **General and administrative expenses:** | | | 2025 | | | 2024 | | | | | | For the year ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Salaries and related expenses | | $ | 592 | | | $ | 738 | | | | Professional services | | | 748 | | | | 910 | | | | Share-based compensation | | | - | | | | 12 | | | | Other | | | 285 | | | | 193 | | | | General and administrative expenses | | $ | 1,625 | | | $ | 1,853 | | | | F-53 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 16: ADDITIONAL INFORMATION REGARDING PROFIT AND LOSS ITEMS (Cont.)** **E**. **Financial expense, net:** **Financial income:** | | | 2025 | | | 2024 | | | | | | For the year ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Exchange rate differences | | $ | 157 | | | $ | 9 | | | | Interest income on loan to Parent Company | | | 63 | | | | 160 | | | | Change in the fair value of financial assets at fair value through profit or loss | | | - | | | | 11 | | | | Other | | | - | | | | 13 | | | | Financial income | | $ | 220 | | | $ | 193 | | | **** **Financial expenses:** | | | 2025 | | | 2024 | | | | | | For the year ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Bank interest and fees | | $ | 19 | | | $ | 34 | | | | Interest expense on bank loans | | | 298 | | | | 578 | | | | Loss from substantial debt terms modification (note 11.C) | | | - | | | | 1,914 | | | | Exchange rate differences | | | 249 | | | | 22 | | | | Amortization of deferred debt issuance costs | | | 632 | | | | 152 | | | | Change in the fair value of financial assets at fair value through profit or loss (note 12) | | | 10,121 | | | | - | | | | Other | | | 154 | | | | 103 | | | | Financial expenses | | $ | 11,473 | | | $ | 2,803 | | | | F-54 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** N**OTE 17: LOAN TO PARENT COMPANY** SCHEDULE OF LOAN FROM TO PARENT COMPANY | | | 2025 | | | 2024 | | | | | | As of December 31, | | | | | | 2025 | | | 2024 | | | | Loan to Parent Company | | | - | | | | 3,981 | | | The balance with the Parent Company represents a balance of an intercompany loan under a loan agreement signed between Gix Media and the Parent Company on March 22, 2020. The loan bore interest at a rate determined from time to time in accordance with Section 3(j) of the Income Tax Ordinance, new version, and the Income Tax Regulations (Determination of Interest Rate for the purposes of Section 3(j), 1986) or according to a market interest rate decision as agreed between the parties. The amount of the loan is in U.S. dollars. On March 19, 2025, the Companys board of directors approved to extend the loan between Gix Media and the Parent Company until September 1, 2025. All other terms and conditions of the loan will remain unchanged. On April 10, 2025, the Companys board of directors approved the redemption of the loan between Gix Media and the Parent Company. As a result, Gix Media and the Parent Company entered into a redemption agreement, effective as of May 27, 2025, pursuant to which the outstanding loan was redeemed in consideration for the transfer to Gix Media of all of the Parent Companys intangible assets, including, inter alia, intellectual property rights, trademarks, software, algorithms, domains, technological know-how and any other intangible asset (the Redemption). Since this transaction is between entities under common control, the intangible assets received from the Parent Company were recorded at their historical carrying amount as they were recorded at the Parent Companys financial statements which is $0. As a result, the outstanding loan amount including accrued interest, totaling $4,048, was redeemed in full. The Redemption was recorded as an increase to the accumulated deficit in the Companys statement of changes in shareholders equity for the year ended December 31, 2025. For the year ended December 31, 2025 and 2024, Gix Media recognized interest income in the amount of $63 and $160, respectively. N**OTE 18: MAJOR CUSTOMERS** The following table sets forth the customers that represent 10% or more of the Groups total revenues in each of the periods presented below: SCHEDULE OF TOTAL REVENUES | | | For the year ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Customer A | | | 79 | % | | | 88 | % | | | Customer B | | | 19 | % | | | 5 | % | | | F-55 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 19: SEGMENT REPORTING** The Group operates in such a way that each company in the Group represents a 2separate business segment. These business segments currently do not include Metagramms operations as they do not meet the segment definition criteria. **Search segment**- the search segment develops a variety of technological software solutions, which perform automation, optimization and monetization of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers. The search segment activity is conducted by Gix Media. **Digital content segment**- the digital content segment was 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 digital content segment activity was conducted by Cortex until November 9, 2025 (see note 8.B), after which the Group ceased operations in this segment and continued to operate solely in the search segment (see note 3). The segments results include items that directly serve and/or are used by the segments business activity and are directly allocated to the segment. As such they do not include depreciation and amortization expenses for intangible assets created at the time of the purchase of those companies and financing expenses incurred on loans taken for the purpose of purchasing those companies. Therefore, these items are not allocated to the various segments. The chief executive officer, who is the Companys chief operating decision maker (CODM), assesses performance for these segments and decides how to allocate resources based the segments operating income or loss and income or loss before tax. Segments assets and liabilities are not reviewed by the CODM and therefore were not reflected in the segment reporting. The significant expense categories comprising segments profit and loss regularly reviewed by the CODM for the years ended December 31, 2025 and 2024 are set forth in the table below. The substantial amount of non-current assets is derived from Israel and the substantial amount of revenues is derived from United States. **Segments revenues and operating results:** ****SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS | | | Search segment | | | Adjustments and eliminations (See below) | | | Total | | | | | | For the year ended December 31, 2025 | | | | | | Search Segment | | | Adjustments and eliminations (See below) | | | Total | | | | | | | | | | | | | | | | Revenues from external customers | | | 1,543 | | | | 26 | | | | 1,569 | | | | Traffic-acquisition and related costs | | | 242 | | | | 55 | | | | 297 | | | | Research and development expenses | | | 69 | | | | - | | | | 69 | | | | Sales and marketing expenses | | | 100 | | | | - | | | | 100 | | | | General and administrative expenses | | | 250 | | | | 1,375 | | | | 1,625 | | | | Depreciation and amortization | | | - | | | | 848 | | | | 848 | | | | Other expenses (income), net | | | (144 | ) | | | 958 | | | | 814 | | | | Segment operating income (loss) | | | 1,026 | | | | (3,210 | ) | | | (2,184 | ) | | | Financial expenses, net | | | (317 | ) | | | (10,936 | )(*) | | | (11,253 | ) | | | Segment income (loss), before income taxes | | | 709 | | | | (14,146 | ) | | | (13,437 | ) | | | F-56 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 19: SEGMENT REPORTING (Cont.)** **** **Segments revenues and operating results: (Cont.)** | | | Search segment | | | Adjustments and eliminations (See below) | | | Total | | | | | | For the year ended December 31, 2024 | | | | | | Search Segment | | | Adjustments and eliminations (See below) | | | Total | | | | | | | | | | | | | | | | Revenues from external customers | | | 4,969 | | | | - | | | | 4,969 | | | | Traffic-acquisition and related costs | | | 1,989 | | | | (259 | ) | | | 1,730 | | | | Research and development expenses | | | 818 | | | | 12 | | | | 830 | | | | Sales and marketing expenses | | | 304 | | | | 5 | | | | 309 | | | | General and administrative expenses | | | 549 | | | | 1,304 | | | | 1,853 | | | | Depreciation and amortization | | | - | | | | 813 | | | | 813 | | | | Other expenses (income), net | | | (5 | ) | | | 276 | | | | 271 | | | | Segment operating income (loss) | | | 1,314 | | | | (2,151 | ) | | | (837 | ) | | | Financial expenses, net | | | (16 | ) | | | (2,594 | )(**) | | | (2,610 | ) | | | Segment income (loss), before income taxes | | | 1,298 | | | | (4,745 | ) | | | (3,447 | ) | | | | (*) | Mainly consist of financial expenses arising from changes in the fair value of financial assets measured at fair value through profit or loss (see note 12). | | | | | | | | | (**) | Mainly consist of financial expenses from substantial debt terms modification loss and interest expenses on bank loans in connection with the Financing Agreement (see notes 11.B, 11.C). | | The adjustments and eliminations column for segment operating income includes unallocated selling, general, and administrative expenses and certain items which management excludes from segment results when evaluating segment performance, as follows: SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS | | | Year ended December 31, 2025 | | | Year ended December 31, 2024 | | | | | | | | | | | | | Depreciation and amortization expenses not attributable to segments (***) | | | (848 | ) | | | (813 | ) | | | Revenues, research and development expenses, sales and marketing expenses, general and administrative expenses and other expenses, net not attributable to the segments (****) | | | (2,362 | ) | | | (1,338 | ) | | | | | | (3,210 | ) | | | (2,151 | ) | | | | (*) | Mainly consist of financial expenses arising from changes in the fair value of financial assets measured at fair value through profit or loss (see note 12). | | | | | | | | | (**) | Mainly consist of financial expenses from substantial debt terms modification loss and interest expenses on bank loans in connection with the Financing Agreement (see notes 11.B, 11.C). | | | | (***) | Mainly consist of technology and customer relations amortization costs from business combinations. | | | | | | | | | (****) | Mainly consist of general and administrative expenses such as salaries and related expenses and professional services. | | | F-57 | | **VIEWBIX INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **U.S. dollars in thousands (except share data)** **NOTE 20: SUBSEQUENT EVENTS** **** The Company has evaluated subsequent events from December 31, 2025 through March 27, 2026, the date of issuance of these financial statements: | | A. | On March 4, 2026, the Company closed the Quantum Acquisition (the Quantum Closing Date), pursuant to which the Company acquired 100% of Quantums issued and outstanding share capital on a fully diluted, post-closing basis and Quantum became a wholly owned subsidiary of the Company. On the Quantum Closing Date, the Company issued to the Quantum Shareholders 1,866,000 shares of its common stock and pre-funded warrants to purchase 4,447,595 shares of its common stock. The pre-funded warrants were exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. | | | | | | | | | B. | On January 1, 2026, the Company entered into an amended and restated securities purchase agreement with certain accredited investors pursuant to which the Company agreed to sell and issue in a private placement, an aggregate amount of 800,000 shares of common stock (the 2026 Private Placement) and common warrants to purchase up to an aggregate amount of 640,000 shares of common stock (the 2026 PIPE Warrants), at an offering price of $1.75 per share of common stock and associated common warrant. The 2026 PIPE Warrants are exercisable upon issuance at an exercise price of $2.625 per share and will expire five years from the issuance date. | | In connection with the 2026 Private Placement, the Company also entered into an advisory agreement, as amended, with L.I.A. Pure Capital Ltd. (the Advisor) pursuant to which the Company agreed to pay the Advisor a commission consisting of (i) a cash fee of $70 and (ii) a warrant to purchase 32,000 shares of the Companys common stock on the same terms as the 2026 PIPE Warrants. Payment of the commission is conditioned upon the closing of the 2026 Private Placement. In addition, in connection with the closing of the 2026 Private Placement, the Company agreed to repay $200 of the outstanding loan amount owed to the Advisor pursuant to the June 2024 Facility Agreement (see note 11.D). The 2026 Private Placement closed on March 4, 2026, pursuant to which the Company issued 800,000 shares of its common stock and warrants to purchase 640,000 shares of its common stock. The aggregate gross proceeds received by the Company were $1,400, before deducting fees payable to the Advisor and other offering expenses payable by the Company. | F-58 | | **ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE** None. **ITEM 9A. CONTROLS AND PROCEDURES** | A. | Disclosure Controls and Procedures | | Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025. | B. | Managements Report on Internal Control over Financial Reporting | | Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Companys internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As previously described in this Annual Report, the exchange agreement with the shareholders of Metagramm was consummated on March 24, 2025. For financial reporting purposes, Metagramm and its subsidiary are considered the acquired business. In accordance with guidance issued by the SEC staff, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Accordingly, our managements evaluation of internal control over financial reporting excluded the internal control activities of Metagramm which is included in the 2025 consolidated financial statements and constituted approximately 1% of total assets excluding goodwill and intangible assets as of December 31, 2025, and less than 1% of revenues for the year then ended. Management assessed the effectiveness of our internal control over financial reporting on December 31, 2025, considering that the assets of the acquired business excluded from managements assessment are not material to the Companys consolidated financial statements. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework, in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment under those criteria, management has determined that, as of December 31, 2025, our internal control over financial reporting was effective. | C. | Attestation Report of the Registered Public Accounting Firm | | This Annual Report on Form 10-K does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to rules of the SEC that permit the Company, as a non-accelerated filer, to provide only managements report in this annual report on Form 10-K. | D. | Changes in Internal Control over Financial Reporting | | There were no changes in internal control over financial reporting during the year ended December 31, 2025 that have materially affected or are reasonably likely to materially affect the Companys internal control over financial reporting. **ITEM 9B. OTHER INFORMATION** During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408 of Regulation S-K). **Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS** Not applicable. | 69 | | **** **PART III** **ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE** The following table sets forth the name, age and position held with respect to our present executive officers and directors: | Name | | Age | | Title | | | Amihay Hadad | | 48 | | Chief Executive Officer | | | Shahar Marom | | 46 | | Chief Financial Officer | | | Eliyahu Yoresh | | 55 | | Chairman of the Board of Directors, Class II Director | | | Amitay Weiss*(1)(2) | | 62 | | Class I Director | | | Alon Dayan*(1)(2) | | 48 | | Class II Director | | | Kineret Tzedef*(1) | | 45 | | Class III Director | | | Ronen Rosenbloom*(2) | | 53 | | Class I Director | | * Independent as that term is defined by the rules of the Nasdaq Stock Market | (1) | Member of our audit committee | | | | | | | (2) | Member of our compensation committee | | **Amihay Hadad** has served as our Chief Executive Officer since February 20, 2020, Chief Financial Officer from July 25, 2019 and until June 28, 2022, and served as a member of our Board of Directors from January 1, 2020 to September 25, 2026. From 2011 until 2018, Mr. Hadad served as the Chief Financial Officer of Yedioth Internet. As of January 30, 2020, Mr. Hadad serves as the Chief Executive Officer of Gix Internet and served as the Chief Financial Officer of Gix Internet until September 19, 2022. Mr. Hadad holds both a B.A. and an MBA from the College of Management Academic Studies in Rishon LeZion, Israel, and an M.A. in law from Bar-Ilan University, Israel. Mr. Hadad is also a certified public accountant in Israel. **Shahar Marom** has served as our Chief Financial Officer since July 1, 2022. Mr. Shahar Marom previously served as the Director of Finance of Raft Technologies Ltd. from 2018 to 2022, and held several financial positions at Supercom Ltd. (Nasdaq: SPCB) from 2013 to 2017. Mr. Marom is a certified public accountant and holds a B.A. in economics and accounting from the Tel Aviv University, Israel. **Eliyahu Yoresh**has served as a member of our board of directors since September 19, 2022. Mr. Yoresh also serves as the chairman of the board of directors of Gix Internet Ltd. (TASE: GIX) since September 2022 (prior to which he served as a director since November 2020) and as the chairman of the board of directors of Rail Vision Ltd (Nasdaq: RVSN) since January 2024 (prior to which he served as a director since 2017). Additionally, Mr. Yoresh has served as a member of the Board of Directors of Xylo Technologies Ltd. (Nasdaq: XYLO) since September 2018. He also served as Chairman of the Board of Xylo from 2020 to 2025. Mr. Yoresh also serves as Chief Financial Officer of Foresight Autonomous Holdings Ltd. (Nasdaq, TASE: FRSX). In addition, Mr. Yoresh serves as a director of Elbit Imagining Ltd (TASE: EMITF) since August 2021. Mr. Yoresh served as the Chief Executive Officer of Tomcar Global Holdings Ltd., a global manufacturer of off-road vehicles, from 2005 to 2008. Mr. Yoresh is an Israeli Certified Public Accountant. Yoresh acquired a B.A. in business administration from the Business College, Israel and an M.A. in Law Study from Bar-Ilan University, Israel. **Amitay Weiss**has served as a member of our board of directors since September 19, 2022. Additionally, Mr. Weiss has served as the chief executive officer of Gix Internet Ltd. (TASE: GIX) since September 19, 2022, and serves as director in multiple other public companies, including but not limited to, Arazim Investments Ltd. (TASE: ARZM), and Upsellon Brands Holdings Ltd. (TASE: UPSL). Mr. Weiss also serves as Chairman of the Board of Directors of Save Foods, Inc. (Nasdaq: SVFD), Maris-Tech Ltd. (Nasdaq: MTEK), Automax Motors Ltd. (TASE: AMX), Clearmind Medicine Inc. (CNSX: CMND) and SciSparc Ltd. (Nasdaq: SPRC), amongst others. In April 2016, Mr. Weiss founded Amitay Weiss Management Ltd., an economic consulting company and now serves as its Chief Executive Officer. Mr. Weiss holds a B.A in economics from New England College, an M.B.A. in business administration from Ono Academic College in Israel, an Israeli branch of University of Manchester and an LL.B from the Ono Academic College. | 70 | | **Alon Dayan** has served as a member of our board of directors since March 14, 2018, and from January 24, 2018, until July 25, 2019, he served as our chief executive officer. From July 2014 to the present, Mr. Dayan served as the Chief Executive Officer and founder of L1 Systems Ltd., an Israeli based company engaged in the business of providing the public and private sectors with advanced security solutions. Since July 2013, Mr. Dayan has served as Chief Executive Officer and was the founder of Polaris Star, an Israeli-based company which is engaged in providing advanced cyber security telecommunication for utilities world-wide. Mr. Dayan earned his B.Tech degree in electronic engineering from Ariel University in Israel. **Kineret Tzedef** has served as a member of our board of directors since September 2025. In addition, Ms. Tzedef has served as a member of the board of directors of Charging Robotics Inc. (OTC: CHEV) since September 2025 and previously served as a member of the board of directors of Xylo Technologies Ltd. (Nasdaq: XYLO) from 2019 to 2025. Ms. Tzedef also serves as a director of sports division and served in other positions at Hapoel Organization (Israeli Sport Federation) since 2007. Ms. Tzedef serves as an external director at Upsellon Brands Holdings Ltd. (TASE: UPSL), and as an external director of Augwind Energy Tech Storage Ltd. (TASE: AUGN). Ms. Tzedef is admitted to the Israel Bar Association since 2014. Ms. Tzedef holds a LL.B. from the Academic Center for Law and Science, Israel and a B.Ed. in Law Study from the Academic College at Wingate, Israel. **Ronen Rosenbloom** has served as a member of our board of directors since September 2025. In addition, Mr. Rosenbloom has served as a member of the board of directors of N2OFF. Inc. (Nasdaq: NITO) since August 2020. Mr. Rosenbloom is an independent lawyer and has been working for a self-owned law firm specializing in white collar offences since 2004. Mr. Rosenbloom previously served on the board of directors of Xylo Technologies Ltd. (Nasdaq: XYLO) from 2018 to 2025 and Odysight.ai Inc. (Nasdaq: ODYS) (f/k/a ScoutCam Inc.) from 2019 to 2023. Prior to that, Mr. Rosenbloom served as chairman of the Israeli Money Laundering Prohibition committee and the Prohibition of Money Laundering Committee of the Tel Aviv District, both of the Israel Bar Association from November 2015 to December 2019. Mr. Rosenbloom holds an LL.B. from the Ono Academic College, an Israeli branch of University of Manchester. *Involvement in Certain Legal Proceedings* Our director, officers or affiliates have not, within the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any such person the subject or any order, judgment or decree involving the violation of any state or federal securities laws. *Family Relationships* There are no family relationships between or among any of our directors or executive officers. *Arrangements between Officers and Directors* To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer. ** *Compliance with Section 16(a) Compliance.* Section 16(a) of the Securities and Exchange Act of 1934 requires that directors and executive officers, and persons who own beneficially more than ten percent (10%) of our common stock, to file reports of ownership and changes of ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Section 16(a). Our officers and directors are current in their filings as required under Section 16(a), other than with respect to the late filing of a Form 4 by Eli Yoresh, the Chairman of the Board of Directors, which was filed with the SEC on March 12, 2026. | 71 | | *Director Independence* Our Board of Directors has determined that Amitay Weiss, Alon Dayan, Kineret Tzedef and Ronen Rosenbloom do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is independent as that term is defined under the Nasdaq rules. *Composition of the Board of Directors* Under our Certificate of Incorporation and Bylaws, the number of directors on our Board of Directors is determined by our Board of Directors and is divided into three classes with staggered three-year terms. At each annual general meeting of our stockholders, the election or re-election of directors following the expiration of the term of office of the directors of that class of directors will be for a term of office that expires on the third annual general meeting following such election or re-election, such that each year the term of office of only one class of directors expires. Under our Certificate of Incorporation, unless otherwise prohibited under exchange rules, and for so long as our common stock is not approved for listing on the Nasdaq, we are not required to hold annual stockholder meetings and may seek written consent in lieu of a meeting signed by the stockholders. We currently do not hold annual stockholder meetings. The members of our Board of Directors are divided to the three staggered director classes, as follows: | | Class I consists of Amitay Weiss and Ronen Rosenbloom (with their terms expiring at our 2028 annual meeting of stockholders and members of such class serving successive three-year terms); | | | | | | | | Class II consists of Eliyahu Yoresh and Alon Dayan (with terms expiring at our 2026 annual meeting of stockholders and members of such class serving successive three-year terms); | | | | | | | | Class III consists of Kineret Tzedef (with term expiring at our 2027 annual meeting of stockholders and member of such class serving successive three-year term); | | The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of management or a change of control of our company. **Committees of the Board** *Audit Committee* Our audit committee is comprised of Amitay Weiss, Kineret Tzedef and Alon Dayan. Ms. Tzedef serves as chairman of the audit committee. The audit committee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independent registered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committees composition and meetings. The audit committee charter is available on our website *www.view-bix.com*. The Board of Directors has determined that each member of the audit committee is independent, as that term is defined by applicable SEC rules. In addition, the Board of Directors has determined that each member of the audit committee is independent, as that term is defined by the rules of the Nasdaq Stock Market. The Board of Directors has determined that Amitay Weiss is an audit committee financial expert serving on its audit committee, and is independent, as the SEC has defined that term in Item 407 of Regulation S-K. | 72 | | *Compensation Committee* Our compensation committee is comprised of Amitay Weiss, Ronen Rosenbloom and Alon Dayan. Mr. Weiss serves as chairman of the compensation committee. The compensation committees roles and responsibilities include making recommendations to the Board of Directors regarding the compensation for our executives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, and other executives. Our compensation committee also administers our 2023 Stock Incentive Plan. The compensation committee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committees composition and meetings. The compensation committee charter is available on our website *www.view-bix.com*. Our Board of Directors has determined that all of the members of the compensation committee are independent as that term is defined by the rules of the Nasdaq Stock Market. **** *Director Nominations* We do not have a standing nominating committee. In accordance with Nasdaq Rule 5605(e)(2), a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who shall participate in the consideration and recommendation of director nominees are Amitay Weiss, Alon Dayan, Kineret Tzedef and Ronen Rosenbloom. In accordance with Nasdaq Rule 5605(e)(1)(a), Amitay Weiss, Alon Dayan, Kineret Tzedef and Ronen Rosenbloom are currently independent as that term is defined under the Nasdaq rules. As there is no standing nominating committee, we do not have a nominating committee charter in place. Our Board of Directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to Our Board of Directors should follow the procedures set forth in our bylaws. *Code of Conduct and Ethics* Our Board of Directors has approved a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is publicly available on our website at *www.view-bix.com*. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be posted on the Investors section of our website at *www.view-bix.com* or will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver. *Boards Role in Risk Oversight.* Our Board of Directors assess on an ongoing basis the risks faced by us. These risks include financial, technological, competitive, and operational risks. Upon the effectiveness of the Uplist, our audit committee will be responsible for the assessment and oversight of the Companys financial risk exposures. *Involvement in Certain Legal Proceedings.* We are not aware of any material legal proceedings that have occurred within the past ten years concerning any director or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting ones participation in the securities or banking industries, or a finding of securities or commodities law violations. *Insider Trading Policy* We have adopted an insider trading policy and procedures applicable to our and our directors, officers and employees purchase, sale or other disposition of our securities that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations. This policy and the procedures are set forth in our Insider Trading Compliance Policy included as Exhibit 19.1 to this Annual Report. *Clawback Policy* We have adopted an Executive Officer Clawback Policy (the Clawback Policy) in accordance with the Nasdaq listing standards and Exchange Act Rule 10D-1, which will apply to our current and former executive officers. Under the Clawback Policy, we will be required to recoup the amount of any Erroneously Awarded Compensation (as defined in the Clawback Policy) on a pre-tax basis within a specified lookback period in the event of any Accounting Restatement (as defined in the Clawback Policy), subject to limited impracticability exception. Our Clawback Policy is included as Exhibit 97.1 to this Annual Report. | 73 | | **ITEM 11. EXECUTIVE COMPENSATION** Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf. The following table sets out the compensation paid for the fiscal years ended December 31, 2025 and 2024 as applicable, to our principal executive officer, the two other most highly paid executive officers and one additional individual for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at the end of December 31, 2025. (Named Executive Officers): The table is in U.S. dollars. | Name and principal position | | Year | | Salary | | | Bonus | | | Stock Awards | | | Option Awards | | | All Other Compensation | | | Total | | | | Mr. Amihay Hadad | | 2025 | | | 257,430 | | | | - | | | | - | | | | - | | | | 3,276 | | | | 260,706 | | | | Chief Executive Officer | | 2024 | | | 226,376 | | | | - | | | | - | | | | - | | | | 3,798 | | | | 230,174 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shmuel Bendahan | | 2025 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Former Chief Executive Officer of Gix Media(1) | | 2024 | | | 158,107 | | | | 37,947 | | | | 12,500 | | | | - | | | | 12,042 | | | | 220,596 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shahar Marom | | 2025 | | | 187,636 | | | | - | | | | - | | | | - | | | | - | | | | 187,636 | | | | Chief Financial Officer | | 2024 | | | 165,568 | | | | - | | | | - | | | | - | | | | - | | | | 165,568 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ofir Peral | | 2025 | | | 47,721 | | | | - | | | | - | | | | - | | | | - | | | | 47,721 | | | | Chief Executive Officer of Cortex(2) | | 2024 | | | 183,683 | | | | - | | | | - | | | | - | | | | - | | | | 183,683 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Asael Sharabi | | 2025 | | | 55,212 | | | | - | | | | - | | | | - | | | | - | | | | 55,212 | | | | Chief Operations Officer of Cortex(3) | | 2024 | | | 206,557 | | | | - | | | | - | | | | - | | | | - | | | | 206,557 | | | | | (1) | Shmuel Bendahan served as the Chief Executive Officer of Gix Media until July 20, 2024. The amounts presented in the table include a total of $70,194 that the Company received from the Israeli National Insurance Institute, as reimbursement for the salary paid to Mr. Bendahan during his reserve services in the Israeli army. | | | | (2) | Ofir Peral served as the Chief Executive Officer of Cortex until November 9, 2025. | | | | (3) | Asael Sharabi served as the Chief Financial Officer of Cortex until November 9, 2025. | | | 74 | | *Directors Compensation* The following table sets forth the compensation we paid our non-executive directors during the fiscal year ended December 31, 2025. | Name | | Fees earned or paid in cash ($) | | | Stock awards ($) | | | Option awards ($) | | | All other compensation ($) | | | Total ($) | | | | Yoram Baumann(1) | | | 99,768 | | | | - | | | | - | | | | - | | | | 99,768 | | | | Alon Dayan | | | 11,584 | | | | - | | | | - | | | | - | | | | 11,584 | | | | Amitay Weiss | | | 11,584 | | | | - | | | | - | | | | - | | | | 11,584 | | | | Liron Carmel(2) | | | 8,688 | | | | - | | | | - | | | | - | | | | 8,688 | | | | Eliyahu Yoresh | | | 11,584 | | | | - | | | | - | | | | - | | | | 11,584 | | | | Kineret Tzedef(3) | | | 2,896 | | | | - | | | | - | | | | - | | | | 2,896 | | | | Ronen Rosenbloom(4) | | | 2,896 | | | | - | | | | - | | | | - | | | | 2,896 | | | | | (1) | Yoram Baumann resigned from our Board of Directors on June 9, 2025 | | | | (2) | Liron Carmel resigned from our Board of Directors on September 25, 2025 | | | | (3) | Kineret Tzedef was appointed to our Board of Directors on September 25, 2025 | | | | (4) | Ronen Rosenbloom was appointed to our Board of Directors on September 25, 2025 | | Effective as of October 1, 2022, our non-executive directors, excluding the chairman of our Board of Directors, are each entitled to a quarterly compensation fee of NIS 10,000 (approximately $3,134). On November 25, 2025, our Board of Directors approved, beginning on January 1, 2026 and effective upon the closings of the November 2025 Private Placement and the Quantum acquisition, a monthly director service fee to the chairman of our Board of Directors of $12,000, payable by Xylo Technologies Ltd., a subsidiary of one of our stockholders, and that the chairman of our Board of Directors shall be eligible for an annual bonus in an amount determined by our Board of Directors on an annual basis. *Compensation Policies and Practices as They Relate to the Companys Risk Management* We believe that our compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on us. *Compensatory Arrangements* Except for our Chief Executive Officer and Chief Financial Officer, we do not have any formal employment or consulting agreement with any of our officers. Any future compensation will be determined by the Board of Directors, and, as appropriate, an employment agreement will be executed. *Chief Executive Officer* We have entered into an employment agreement, through Viewbix Israel, with Mr. Amihay Hadad, our Chief Executive Officer, pursuant to which as of December 1, 2022, he is entitled to receive the following terms of compensation: (i) a gross monthly base salary of NIS 50,000 (approximately $16,000) and (ii) certain additional performance-based cash awards, including (a) the Companys achievement of certain pre-determined financial targets (as evaluated pursuant to adjusted EBITDA metrics), (b) completion of certain merger and acquisition transactions, and (c) pursuant to the discretion of the Board of Directors following a review of Mr. Hadads performance upon the completion of the fiscal year (collectively the Bonus Payments). The Bonus Payments, in the aggregate, are limited to an amount equal to six (6) months base salary*.*In accordance with the terms of Mr. Hadads employment agreement, he will also receive additional benefits customary for a chief executive officer of his experience and for companies of similar stature and standing to that of the Company. The foregoing description of Mr. Hadads employment agreement is qualified in its entirety by reference to the full text of the employment agreement, a copy of which is filed as Exhibit 4.8 hereto. | 75 | | *Chief Financial Officer* We have entered into an employment agreement, through Viewbix Israel, with Mr. Shahar Marom, our Chief Financial Officer, pursuant to which as of July 1, 2022, he is entitled to receive the following terms of compensation: (i) a gross monthly base salary of NIS 40,000 (approximately $12,914) and (ii) certain additional performance-based cash awards, including (a) the Companys achievement of certain pre-determined financial targets (as evaluated pursuant to adjusted EBITDA metrics), and (b) pursuant to the discretion of the Board of Directors following a review of Mr. Maroms performance upon the completion of the fiscal year (collectively the Bonus Payments). The Bonus Payments, in the aggregate, are limited to an amount equal to one (1) to two (2) months base salary*.*In accordance with the terms of Mr. Maroms employment agreement, he will also receive additional benefits customary for a chief financial officer of his experience and for companies of similar stature and standing to that of the Company. The foregoing description of Mr. Maroms employment agreement is qualified in its entirety by reference to the full text of the employment agreement, a copy of which is filed as Exhibit 4.39 hereto. *Outstanding Equity Awards* As of the end of the year ended December 31, 2025, our executive officers did not hold any outstanding equity awards to purchase shares of our common stock. There were no awards made to our executive officers in the last completed fiscal year. *Option Grants* During the year ended December 31, 2025, the Board of Directors did not authorize the issuance of equity awards to executive officers and directors to purchase shares of our common stock. *Aggregated Option Exercises and Fiscal Year-End Option Value* There were no stock options exercised during the year ending December 31, 2025, by our executive officers. *Indebtedness of Management* No officer, director or security holder known to us to own of record or beneficially more than 5% of our common stock or any member of the immediate family or sharing the household (other than a tenant or employee) of any of the foregoing persons is indebted to us in the years 2025 and 2024. **Pay Versus Performance** We are required by SEC rules to disclose the following information regarding compensation paid to our Principal Executive Officer (the PEO) and our other named executive officers (collectively, the Non-PEO NEOs). The amounts set forth below under the headings Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs have been calculated in a manner prescribed by the SEC rules and do not necessarily align with how we or the compensation committee views the link between our performance and pay of our named executive officers. The footnotes below set forth the adjustments from the total compensation for each of our NEOs reported in the Summary Compensation Table above. As permitted under the rules applicable to smaller reporting companies, we are including two years of data and are not including a peer group total shareholder return or company-selected measure, as contemplated under Item 402(v) of Regulation S-K. The following table sets forth additional compensation information of our PEO and Non-PEO NEOs, along with total shareholder return, and net loss results for the years ended December 31, 2025 and 2024: | Year(1) | | | Summary Compensation Table Total for PEO(2) | | | Compensation Actually Paid to PEO(3) | | | Average Summary Compensation Table Total for Non-PEO NEOs(4) | | | Average Compensation Actually Paid to Non-PEO NEOs(3) | | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) | | | Net Loss (in 000s)(6) | | | | | 2025 | | | $ | 260,706 | | | $ | 260,706 | | | $ | 96,856 | | | $ | 96,856 | | | $ | 340 | | | $ | (20,815 | ) | | | | 2024 | | | | 230,174 | | | | 230,174 | | | | 194,101 | | | | 194,101 | | | | 1,138 | | | | (14,106 | ) | | (1) Mr. Amihay Hadad served as our Chief Executive Officer for the entirety of 2025 and 2024. The Non-PEO NEOs for 2025 were Mr. Shahar Marom, Mr. Ofir Peral, the chief executive officer of Cortex, and Mr. Asael Sharabi, the chief operations officer of Cortex. The Non-PEO NEOs for 2024 were Mr. Shmuel Bendahan, the former chief executive officer of Gix Media Ltd. until July 20, 2024, Mr. Ofir Peral, the chief executive officer of Cortex, and Mr. Asael Sharabi, the chief operations officer of Cortex. On November 9, 2025, Gix Media all of the issued and outstanding share capital of Cortex held by Gix Media, constituting 80% of Cortexs issued and outstanding share capital pursuant to which Cortex ceased being a majority-owned direct subsidiary of Gix Media and ceased being an indirect subsidiary of Viewbix. | 76 | | (2) The dollar amounts reported herein represent the amount of total compensation reported for each covered fiscal year in the Total column of the Summary Compensation Table for each applicable year. (3) The dollar amounts reported below represent the amount of compensation actually paid to our PEO and Non-PEO NEOs (as an average) as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the PEOs and Non-PEO NEOs during the applicable fiscal year. For purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions and no dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date were not otherwise included in the total compensation for the covered fiscal year. In calculating the compensation actually paid amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. The following table details the applicable adjustments that were made to the determine compensation actually paid (all amounts are averages for Non-PEO NEOs). | | | PEO | | | Non-PEO NEO Average | | | | | | 2025 | | | 2024 | | | 2025 | | | 2024 | | | | Summary Compensation Table Total | | $ | 260,706 | | | $ | 230,174 | | | $ | 96,856 | | | $ | 194,101 | | | | - Grant date fair value of awards granted during the covered fiscal year | | | - | | | | - | | | | - | | | | - | | | | + Fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested at the end of the covered year | | | - | | | | - | | | | - | | | | - | | | | Compensation Actually Paid | | $ | 260,706 | | | $ | 230,174 | | | $ | 96,856 | | | $ | 194,101 | | | (4) The dollar amounts reported herein represent the average of the amounts of total compensation reported for our Non-PEO NEOs as a group for each covered fiscal year in the Total column of the Summary Compensation Table for each applicable year. (5) Cumulative total stockholder return (TSR) assumes $100 was invested on December 31, 2023 and is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period (December 31, 2023) by our stock price at the beginning of the measurement period. At December 31, 2025, 2024 and 2023, the per share closing prices for our common stock were $1.53, $5.12 and $0.45, respectively. No dividends were paid on stock or option awards for all periods presented. (6) Net loss is reflected as reported in our audited consolidated financial statements for the applicable fiscal year. **Pay Versus Performance Comparative Disclosure** The Companys executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the PVP table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Companys performance measures with CAP (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following narrative disclosure regarding the relationships between information presented in the PVP table. | 77 | | *Compensation Actually Paid and Company TSR* During fiscal 2024 and 2025, compensation actually paid to our PEO increased from $230,174 in fiscal 2024 to $260,706 in fiscal 2025. Average compensation actually paid to our Non-PEO NEOs decreased from $194,101 in fiscal 2024 to $96,856 in fiscal 2025. Over the same period, the value of an investment of $100 in our common stock on the last trading day of 2023 increased by $1,118 to $1,138 during fiscal 2024, and further decreased by $798 to $340 during fiscal 2025, for a total increase over fiscal 2024 and 2025 of $320. *Compensation Actually Paid and Net Loss* During fiscal 2024 and 2025, compensation actually paid to our PEO increased from $230,174 in fiscal 2024 to $260,706 in fiscal 2025. Average compensation actually paid to our Non-PEO NEOs decreased from $194,101 in fiscal 2024 to $96,856 in fiscal 2025. Over the same period, our net loss increased by $5,419 thousand during fiscal 2024 (from a net loss in fiscal 2023 of $8,687 thousand to a net loss in fiscal 2024 of $14,016 thousand), and increased by $6,799 thousand during fiscal 2025 (from a net loss in fiscal 2024 of $14,016 thousand to a net loss in fiscal 2025 of $20,815 thousand). **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS** **** The following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 26, 2026 by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable. | Name of Beneficial Owner | | Common Stock Beneficially Owned (1) | | | Percentage of Stock Owned (1) | | | | 5% Owners | | | | | | | | | | | Gix Internet Ltd. | | | 2,883,753 | (2) | | | 21.52 | % | | | L.I.A. Pure Capital Ltd. | | | 1,311,866 | (3) | | | 9.84 | % | | | Capitalink Ltd. | | | 672,007 | (4) | | | 5.04 | % | | | Nissim Daniel | | | 873,330 | (5) | | | 6.55 | % | | | Executive Officers and Directors | | | | | | | | | | | Amihay Hadad, Chief Executive Officer | | | 47,008 | (6) | | | * | % | | | Shahar Marom, Chief Financial Officer | | | 23,504 | (7) | | | * | % | | | Eliyahu Yoresh, Chairman of the Board of Directors | | | 488,103 | (8) | | | 3.62 | % | | | Amitay Weiss, Director | | | 74,786 | (9) | | | * | % | | | Alon Dayan, Director | | | 447 | (10) | | | * | % | | | Kineret Tzedef, Director | | | - | | | | - | % | | | Ronen Rosenbloom, Director | | | - | | | | - | % | | | Officers and Directors as a Group (7 persons) | | | 633,848 | (11) | | | 4.71 | % | | | * | Less than 1%. | | | (1) | The calculation in this column is based upon 13,336,392 shares of common stock outstanding on March 26, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock that are currently exercisable or exercisable within 60 days of March 26, 2026 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person | | | 78 | | | (2) | Consists of (i) 2,818,585 shares of common stock, (ii) warrants to purchase up to 65,168 shares of common stock issuable upon the exercise of warrants. The address of Gix Internet Ltd. is 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel 6971068. Gix Internet Ltd. is a publicly traded company. To the best of our knowledge, Gix Internet Ltd. does not have any controlling shareholders. As of January 1, 2026, as reported by the Tel Aviv Stock Exchange, Xylo Technologies Ltd., a wholly-owned subsidiary of L.I.A. Pure Capital Ltd., holds approximately 31.53% of the issued and outstanding share capital of Gix Internet Ltd. The chief executive officer of Gix Internet Ltd. is Mr. Amitay Weiss, a member of our board of directors, and the chief financial officer of Gix Internet Ltd is Mr. Amihay Hadad, our chief financial officer. Mr. Eliyahu Yoresh, the chairman of the board of directors, is also the chairman of the board of directors of Gix Internet Ltd. | | | | | | | (3) | Consists of 1,311,866 shares of common stock. Does not include (i) 7,079,877 shares of common stock issuable upon the exercise warrants, (ii) 500,000 shares of common stock issuable upon the conversion of the outstanding loan amount of a convertible loan entered into in June 2024 and (iii) 500,000 shares of common stock issuable upon the exercise of warrants that are issuable upon the conversion of the outstanding loan amount of a convertible loan entered into in June 2024. All of the warrants have a blocker provision that subject the exercise/conversion of such securities to a 4.99% beneficial ownership limitation. If the foregoing securities did not contain such beneficial ownership limitation, the selling stockholder would beneficial own approximately 43.85% of our outstanding shares of common stock. Kfir Silberman is the officer, sole director, chairman of the board of directors and controlling shareholder of L.I.A. Pure Capital Ltd., and its address is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916. L.I.A. Pure Capital Ltd. was the lead lender in a credit facility entered that we entered into in June 2024, an investor in a private placement that we entered into in July 2025, an advisor in connection with the private placement that we closed in March 2026 and a shareholder of Quantum X Labs Ltd. | | | | | | | (4) | Consists of 672,007 shares of common stock, of which (A) 513,689 shares of common stock are owned by Capitalink Ltd. (Capitalink) and (B) 158,318 shares of common stock are owned by Lavi Krasney. Does not include 395,636 shares of common stock issuable upon the exercise of warrants, of which (A) warrants to purchase 18,286 shares of common stock are owned by Capitalink and (B) warrants to purchase 377,350 shares of common stock are owned by Lavi Krasney. All of the warrants have a blocker provision that subject the exercise/conversion of such securities to a 4.99% beneficial ownership limitation. If the foregoing securities did not contain such beneficial ownership limitation, the selling stockholder would beneficial own approximately 7.77% of our outstanding shares of common stock. Lavi Krasney is the officer, sole director, chairman of the board of directors and controlling shareholder of Capitalink, and its address is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916. Capitalink was an investor in a private placement that we closed in March 2026 and Lavi Krasney was a shareholder of Quantum X Labs Ltd. | | | | | | | (5) | Consists of 873,330 shares of common stock. Does not include 44,283 shares of common stock issuable upon the exercise warrants. All of the warrants have a blocker provision that subject the exercise/conversion of such securities to a 4.99% beneficial ownership limitation. If the foregoing securities did not contain such beneficial ownership limitation, the selling stockholder would beneficial own approximately 6.86% of our outstanding shares of common stock. Nissim Daniels address is 5 Harav Levin Street, Ramat Gan, Israel 5226039. Nissim Daniel was a shareholder of Quantum X Labs Ltd. | | | | | | | (6) | Consists of (i) 2,518 shares of common stock, (ii) warrants to purchase up to 2,518 shares of common stock issuable upon the exercise of warrants, (iii) 20,986 shares of common stock issuable upon the conversion of the outstanding loan amount of a convertible loan entered into in June 2024 and (iv) 20,986 shares of common stock issuable upon the exercise of warrants that are issuable upon the conversion of the outstanding loan amount of a convertible loan entered into in June 2024. | | | | | | | (7) | Consists of (i) 1,259 shares of common stock, (ii) warrants to purchase up to 1,259 shares of common stock issuable upon the exercise of warrants, (iii) 10,493 shares of common stock issuable upon the conversion of the outstanding loan amount of a convertible loan entered into in June 2024 and (iv) 10,493 shares of common stock issuable upon the exercise of warrants that are issuable upon the conversion of the outstanding loan amount of a convertible loan entered into in June 2024. | | | 79 | | | (8) | Consists of (A) (i) 349,794 shares of common stock and (ii) 93,819 shares of common stock issuable upon the exercise warrants, each of which are held by Eliyahu Yoresh, and (B) (i) 2,518 shares of common stock issuable upon the exercise of warrants, (ii) 20,986 shares of common stock issuable upon the conversion of the outstanding loan amount of a convertible loan entered into in June 2024 and (iii) 20,986 shares of common stock issuable upon the exercise of warrants that are issuable upon the conversion of the outstanding loan amount of a convertible loan entered into in June 2024, each of which are held by Yoresh Capital Ltd., of which Eliyahu Yoresh is the officer, sole director, chairman of the board of directors and controlling shareholder. All of the warrants have a blocker provision that subject the exercise/conversion of such securities to a 4.99% beneficial ownership limitation. Eli Yoresh is the officer, sole director, chairman of the board of directors and controlling shareholder of Yoresh Capital Ltd., and its address is Yitzhak Rabin 5 Kiryat Ono, Israel. Eliyahu Yoresh was an investor in a private placement that we entered into in July 2025 and a shareholder of Quantum X Labs Ltd. | | | | | | | (9) | Amitay Weiss is the officer, sole director, chairman of the board of directors and controlling shareholder of Amitay Weiss Management Ltd., and its address is Haatsmaut St 41, Petah Tikva, Israel. Consists of (i) 30,296 shares of common stock, (ii) warrants to purchase up to 2,518 shares of common stock issuable upon the exercise of warrants, (iii) 20,986 shares of common stock issuable upon the conversion of the outstanding loan amount of a convertible loan entered into in June 2024 and (iv) 20,986 shares of common stock issuable upon the exercise of warrants that are issuable upon the conversion of the outstanding loan amount of a convertible loan entered into in June 2024. | | | | | | | (10) | Represents shares held by L1 Systems Limited (L1 Systems) over which shares Mr. Dayan, as sole officer and director of L1 Systems, has voting and dispositive power. | | | | | | | (11) | See footnotes (2)-(10) for certain information regarding beneficial ownership. | | **Change in Control** To our knowledge, other than as disclosed in the table above, our other filings with the SEC and this Annual Report, we are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in the Companys control. **** **ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORS INDEPENDENCE** During years ended December 31, 2025 and 2024, except for compensation arrangements described elsewhere herein and the transactions described below, we did not participate in any transaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect material interest. Compensation arrangements for our named executive officers and directors are described in the section entitled Executive Compensation. **Securities Exchange Agreement Quantum** **** Mr. Eliyahu Yoresh, the chairman of our board of directors, was a shareholder of Quantum and held 25,000 shares (approximately 4.24%) of Quantum. In connection with our acquisition of Quantum Mr. Yoresh received 179,159 shares of common stock and pre-funded warrants to purchase 88,675 shares of our common stock. Mr. Yoresh may receive up to an additional 538,878 shares of common stock or pre-funded warrants upon the achievement of certain milestones as set forth in the Quantum Exchange Agreement. For additional information, see Item 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsRecent Developments Quantum Acquisition. **** **** | 80 | | **** **July 2025 Private Placement** **** Mr. Eliyahu Yoresh, the chairman of our board of directors, was an investor in the July 2025 Private Placement pursuant to which Mr. Yoresh purchased 5,144 shares of our common stock and a common warrant to purchase 5,144 shares of our common stock at a purchase price of $4.86 per share of common stock and associated common warrant. For additional information, see Item 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsRecent DevelopmentsJuly 2025 PIPE. **** **Intercompany Loan** **** On April 10, 2025, our Board of Directors approved the redemption of the loan between Gix Media and Gix Internet Ltd. (Gix Internet). As a result, Gix Media and Gix Internet entered into a redemption agreement, effective as of May 27, 2025, pursuant to which the outstanding loan was redeemed in consideration for the transfer to Gix Media of all of Gix Internets intangible assets, including, inter alia, intellectual property rights, trademarks, software, algorithms, domains, technological know-how and any other intangible assets. **** **Employment Agreements** We, including through Viewbix Israel, have entered into written employment agreements with certain of our executive officers. These agreements generally provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary and benefits. We have also entered into customary non-competition, confidentiality of information and ownership of inventions arrangements with our executive officers. However, the enforceability of the noncompetition provisions may be limited under applicable law. **Options** Since our inception we have granted options to purchase our common stock to our officers and directors. Such option agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions. **Restricted Stock and Restricted Stock Unit Grants** Since our inception we have granted restricted stock and Restricted Stock Unit awards to our officers and directors. Such restricted stock award agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions. **Indemnification Agreements and Directors and Officers Liability Insurance** We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could be indemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities laws. **Director Independence** See Item 10. Directors, Executive Officers and Corporate Governance above for a discussion regarding the independence of the members of our board of directors. | 81 | | **ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES** **Independent Public Accountants** Our Board of Directors has appointed Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, an independent registered public accounting firm, as our independent public accountant for the fiscal years ended December 31, 2025 and December 31, 2024. **Principal Accounting Fees** Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, an independent registered public accounting firm, or Deloitte, has served as our principal independent registered public accounting firm for the year ended December 31, 2025, and 2024. The following are Deloittes fees for professional services in each of the respective fiscal years: | | | Year Ended | | | Year Ended | | | | | | December 31, 2025 | | | December 31, 2024 | | | | Audit fees (1) | | $ | 194,500 | | | $ | 190,000 | | | | Tax -related fees (2) | | | - | | | | 55,000 | | | | Total | | | 194,500 | | | | 245,000 | | | | (1) | Audit fees for the years ended December 31, 2024 and December 31, 2025, consisted of audit and review services, consents and review of documents filed with the SEC. | | | | | | | (2) | Tax fees consist of, among other items, tax assessment and filings, review of quarterly estimated tax payments, consultation concerning tax compliance issues, and services related to filing a rolling to the Israeli Tax Authority. | | | 82 | | **** **PART IV** **ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES** (a) The following documents are filed as exhibits to this report on Form 10-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document. **Exhibit No. Description** | Exhibit No. | | Exhibit Description | | | 3.1 | | Amended and Restated Certificate of Incorporation of Viewbix Inc. (incorporated by reference to Exhibit 3.1 to the Companys 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 Companys Current Report on Form 8-K, filed with the SEC on September 20, 2022) | | | | | | | | 3.3 | | Certificate of Amendment to Certificate of Incorporation filed July 15, 2024 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K, filed with the SEC on July 19, 2024) | | | | | | | | 4.1* | | Description of Securities Registered under Section 12 | | | | | | | | 4.2 | | Form of Warrant by and between the Company and Gix Media Ltd., dated July 25, 2019 (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the SEC on July 25, 2019) | | | | | | | | 4.3 | | Form of Warrant by and between the Company and the holders thereto, dated December 7, 2023 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the SEC on December 12, 2023) | | | | | | | | 4.4 | | 2017 Employee Incentive Plan (incorporated by reference to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on April 17, 2018) | | | | | | | | 4.5 | | 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 24, 2023) | | | | | | | | 4.6 | | Form of Stock Subscription Agreement between the Company and the investors set forth therein (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 21, 2020) | | | | | | | | 4.7 | | Agreement and Plan of Merger, dated December 5, 2021 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on December 6, 2021) | | | | | | | | 4.8 | | Employment Agreement by and between Viewbix Ltd. and Amihay Hadad, dated February 23, 2023 (incorporated by reference to Exhibit 10.5 to the Companys Annual Report on Form 10-K filed with the SEC on March 25, 2024) | | | | | | | | 4.9 | | Loan Agreement by and between Viewbix Ltd. and the lenders thereto, dated November 15, 2023 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on December 12, 2023) | | | | | | | | 4.10 | | Form of Securities Purchase Agreement, dated July 3, 2024, by and between Viewbix Inc. and the purchasers parties thereto (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on July 5, 2024) | | | 83 | | | 4.11 | | Form of July 2024 Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.11 to the Companys Registration Statement on Form S-1 (File No.: 333-281143) filed with the SEC on July 31, 2024) | | | | | | | | 4.12 | | Form of Registration Rights Agreement, dated July 3, 2024, by and between Viewbix Inc. and the purchasers parties thereto (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed with the SEC on July 5, 2024) | | | | | | | | 4.13 | | Form of Amended and Restated Facility Agreement, dated July 22, 2024, by and between Capitalink Ltd. and Viewbix Inc. (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed with the SEC on July 22, 2024) | | | | | | | | 4.14 | | Form of First July 2024 Warrant (incorporated by reference to Exhibit 10.14 to the Companys Registration Statement on Form S-1 (File No.: 333-281143) filed with the SEC on July 31, 2024) | | | | | | | | 4.15 | | Form of Amended and Restated Facility Agreement, dated July 22, 2024, by and between Viewbix Inc. and the lenders thereto (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on July 22, 2024) | | | | | | | | 4.16 | | Form of June 2024 Facility Warrants (incorporated by reference to Exhibit 10.16 to the Companys Registration Statement on Form S-1 (File No.: 333-281143) filed with the SEC on July 31, 2024) | | | | | | | | 4.17 | | Form of June 2024 Lead Lender Warrant (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed with the SEC on July 22, 2024) | | | | | | | | 4.18 | | Form of Facility Agreement, dated July 28, 2024, by and between M.R.M. Merhavit Holdings and Management Ltd. and Viewbix Inc. (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed with the SEC on July 30, 2024) | | | | | | | | 4.19 | | Form of Second July 2024 Warrant (incorporated by reference to Exhibit 10.19 to the Companys Registration Statement on Form S-1 (File No.: 333-281143) filed with the SEC on July 31, 2024) | | | | | | | | 4.20 | | Form of Amended and Restated Securities Exchange Agreement, dated July 31, 2024, by and between Viewbix Inc. and Metagramm Software Ltd. (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on July 31, 2024) | | | | | | | | 4.21 | | Form of Second Amendment, dated July 25, 2024, to the Amended and Restated Facility Agreement, dated July 22, 2024, by and between Capitalink Ltd. and Viewbix Inc. (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the SEC on July 30, 2024) | | | | | | | | 4.22 | | Form of Securities Exchange Agreement, dated March 24, 2025, by and between Viewbix Inc., Metagramm Software Ltd. and the Shareholders of Metagramm Software Ltd. (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on March 24, 2025) | | | | | | | | 4.23 | | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on July 14, 2025) | | | | | | | | 4.24 | | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the SEC on July 14, 2025) | | | | | | | | 4.25 | | Form of Common Warrant (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed with the SEC on July 14, 2025) | | | | | | | | 4.26 | | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed with the SEC on July 14, 2025) | | | 84 | | | 4.27 | | Form of Placement Agent Agreement (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K filed with the SEC on July 14, 2025) | | | | | | | | 4.28 | | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on November 5, 2025) | | | | | | | | 4.29 | | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the SEC on November 5, 2025) | | | | | | | | 4.30 | | Form of Common Warrant (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed with the SEC on November 5, 2025) | | | | | | | | 4.31 | | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed with the SEC on November 5, 2025) | | | | | | | | 4.32*# | | Share Purchase Agreement, dated November 9, 2025, by and between Gix Media Ltd., Cortex Media Group Ltd. (Cortex), certain founders of Cortex and Pro Sportority (Israel) Ltd. | | | | | | | | 4.33 | | Form of Securities Exchange Agreement, by and between Viewbix Inc., Quantum X Labs Ltd. and the shareholders of Quantum X Labs Ltd., dated December 15, 2025 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on December 15, 2025) | | | | | | | | 4.34 | | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the SEC on December 15, 2025) | | | | | | | | 4.35 | | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on January 2, 2026) | | | | | | | | 4.36 | | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the SEC on January 2, 2026) | | | | | | | | 4.37 | | Form of Common Warrant (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed with the SEC on January 2, 2026) | | | | | | | | 4.38 | | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed with the SEC on January 2, 2026) | | | | | | | | 4.39 | | Employment Agreement by and between Viewbix Ltd. and Shahar Marom, dated June 28, 2022 (incorporated by reference to Exhibit 10.6 to the Companys Annual Report on Form 10-K, filed with the SEC on March 24, 2023) | | | | | | | | 19.1 | | Insider Trading Compliance Policy (incorporated by reference to Exhibit 19.1 to the Companys Annual Report on Form 10-K, filed with the SEC on March 21, 2025) | | | | | | | | 21.1* | | Subsidiaries of the Company | | | | | | | | 23.1 | | Consent of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, an independent registered public accounting firm | | | | | | | | 31.1* | | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | | | | | | | | 31.2* | | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer | | | | | | | | 32.1* | | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | | | | | | | | 32.2* | | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer | | | | | | | | 97.1 | | Executive Officer Clawback Policy (incorporated by reference to Exhibit 97.1 to the Companys Annual Report on Form 10-K, filed with the SEC on March 21, 2025) | | | | | | | | 101.INS* | | Inline XBRL Instance Document | | | | | | | | 101.SCH* | | 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. | | | # | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. | | | 85 | | **** **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned. | | VIEWBIX INC. | | | | | | | Date: March 27, 2026 | By: | /s/ Amihay Hadad | | | | | Amihay Hadad | | | | | Chief Executive Officer | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 26th day of March, 2026 by the following persons on behalf of the registrant and in the capacities indicated, including a majority of the directors. | Signature | | Title | | | | | | | | /s/ Amihay Hadad | | Chief Executive Officer and Director | | | Amihay Hadad | | (Principal Executive Officer) | | | | | | | | /s/ Shahar Marom | | Chief Financial Officer | | | Shahar Marom | | (Principal Financial and Accounting Officer) | | | | | | | | /s/ Eliyahu Yoresh | | Chairman of the Board of Directors | | | Eliyahu Yoresh | | | | | | | | | | /s/ Amitay Weiss | | Director | | | Amitay Weiss | | | | | | | | | | /s/ Alon Dayan | | Director | | | Alon Dayan | | | | | | | | | | /s/ Kineret Tzedef | | Director | | | Kineret Tzedef | | | | | | | | | | /s/ Ronen Rosenbloom | | Director | | | Ronen Rosenbloom | | | | | 86 | |