VBIX ViewBix Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2024

 

or

 

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

 

For the transition period from __________________ to __________________

 

Commission file number: 000-15746

 

VIEWBIX INC.

(Exact Name Of Registrant As Specified In Its Charter)

 

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

 

3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel		5268104
(Address of Principal Executive Officers)		(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: +972-73-391-2900

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

On November 19, 2024, the Registrant had 21,179,686 shares of common stock issued and outstanding.

 

 

 

VIEWBIX INC.

 

TABLE OF CONTENTS

 

Item		Description		Page
		PART I - FINANCIAL INFORMATION		3
ITEM 1.		FINANCIAL STATEMENTS		3
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS		33
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		45
ITEM 4.		CONTROLS AND PROCEDURES		46
		PART II - OTHER INFORMATION		46
ITEM 1.		LEGAL PROCEEDINGS		46
ITEM 1A.		RISK FACTORS		46
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		48
ITEM 3.		DEFAULT UPON SENIOR SECURITIES		48
ITEM 4.		MINE SAFETY DISCLOSURE		48
ITEM 5.		OTHER INFORMATION		48
ITEM 6.		EXHIBITS		48
		SIGNATURES		49

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

VIEWBIX INC.

 

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

September 30, 2024

 

CONTENTS

 

	Page
Interim Condensed Consolidated Balance Sheets (unaudited)	4 - 5
Interim Condensed Consolidated Statements of Operations (unaudited)	6
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)	7 – 9
Interim Condensed Consolidated Statements of Cash Flows (unaudited)	10 – 11
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)	12 - 32

 

 

VIEWBIX INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

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

 

					As of September 30				As of December 31
		Note			2024				2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents						1,405				1,774
Restricted deposits						42				149
Accounts receivable						6,091				11,359
Loan to parent company		3				3,923				3,752
Other current assets						1,433				771
Total current assets						12,894				17,805
NON-CURRENT ASSETS
Deferred taxes						83				147
Property and equipment, net						36				245
Operating lease right-of-use asset		4				-				397
Intangible assets, net		5				10,273				12,434
Goodwill		5				7,515				12,254
Total non-current assets						17,907				25,477
Total assets						30,801				43,282

 

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

 

 

VIEWBIX INC.

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

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

 

					As of September 30				As of December 31
		Note			2024				2023
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable						9,970				12,359
Short-term loans		6				2,601				5,000
Current maturities of long-term loans		6				2,480				1,440
Embedded derivatives		6,7				290				-
Short-term convertible loans		6				756				-
Other payables						834				889
Operating lease liabilities - short term		4				-				85
Total current liabilities						16,931				19,773
NON-CURRENT LIABILITIES
Long-term loans, net of current maturities		6				1,080				3,064
Operating lease liabilities - long term		4				-				304
Deferred taxes						1,224				1,517
Total non-current liabilities						2,304				4,885
Commitments and Contingencies		8				-				-
SHAREHOLDERS’ EQUITY		9
Common stock of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 21,179,686 and 14,920,585 shares as of September 30, 2024, and December 31, 2023, respectively.						3				3
Additional paid-in capital						28,466				25,476
Accumulated deficit						(19,427	)			(10,661	)
Equity attributed to shareholders of Viewbix Inc.						9,042				14,818
Non-controlling interests						2,524				3,806
Total equity						11,566				18,624
Total liabilities and shareholders’ equity						30,801				43,282

 

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

 

 

VIEWBIX INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

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

 

					For the nine months ended September 30,								For the three months ended September 30,
		Note			2024				2023				2024				2023
Revenues						23,616				63,731				6,281				15,715
Costs and Expenses:
Traffic-acquisition and related costs						19,214				56,557				5,145				14,526
Research and development						1,600				2,213				338				700
Selling and marketing						1,440				2,118				329				680
General and administrative						1,737				2,119				435				727
Depreciation and amortization						2,282				2,202				727				734
Goodwill impairment		5B				4,739				-				-				-
Other expenses		1D,4				-				-				213				-
Operating loss						(7,396	)			(1,478	)			(906	)			(1,652	)
Financial expense (income), net		10				2,755				691				(152	)			260
Loss before income taxes						(10,151	)			(2,169	)			(754	)			(1,912	)
Income tax expense (benefit)						(82	)			40				(59	)			(131	)
Net loss						(10,069	)			(2,209	)			(695	)			(1,781	)
Less: net loss attributable to non-controlling interests						(1,303	)			(178	)			(105	)			(271	)
Net loss attributable to shareholders of Viewbix Inc.						(8,766	)			(2,031	)			(590	)			(1,510	)
Net income per share – Basic and diluted attributed to shareholders:						(0.52	)			(0.14	)			(0.03	)			(0.10	)
Weighted average number of shares – Basic and diluted						16,804,202				14,847,913				20,398,405				14,920,585

 

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

 

 

VIEWBIX INC.

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

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 company’s				Non- Controlling				Total
		Number				Amount				capital				Deficit				Shareholders				Interests				Equity
Balance as of January 1, 2024			14,920,585				3				25,476				(10,661	)			14,818				3,806				18,624
Net loss			-				-				-				(8,766	)			(8,766	)			(1,303	)			(10,069	)
Share-based compensation (see note 9.F)			-				-				12				-				12				21				33
Issuance of shares upon RSUs vesting (see note 9.F)			25,510				-(*	)			-				-				-				-				-
Issuance of shares to consultants (see note 9.A)			480,000				-(*	)			57				-				57				-				57
Issuance of shares and warrants in connection with short-term loan and convertible loans (see notes 6, 9.A)			4,674,716				-(*	)			890				-				890				-				890
Issuance of shares and warrants in connection with private placement (see note 9.B)			1,027,500				-(*	)			257				-				257				-				257
Issuance costs in connection with private placement (see note 9.B)			51,375				-(*	)			(59	)			-				(59	)			-				(59	)
Reclassification of derivative warrant liability to equity (see note 6.E)			-				-				1,833				-				1,833				-				1,833
Balance as of September 30, 2024			21,179,686				3				28,466				(19,427	)			9,042				2,524				11,566

 

(*)	Represents an amount less than $1.

 

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

 

 

VIEWBIX INC.

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

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

 

		Common stock								Additional paid-in				Accumulated				Total Attributed to the company’s				Non- Controlling				Total
		Number				Amount				capital				Deficit				Shareholders				Interests				Equity
Balance as of July 1, 2024			15,855,301				3				25,905				(18,837	)			7,071				2,625				9,696
Net loss			-				-				-				(590	)			(590	)			(105	)			(695	)
Share-based compensation			-				-				-				-				-				4				4
Issuance of shares upon RSUs vesting (see note 9.F)			25,510				-(*	)			-				-				-				-				-
Issuance of shares to consultants (see note 9.A)			480,000				-(*	)			57				-				57				-				57
Issuance of shares and warrants in connection with convertible loans (see notes 6, 9.A)			3,740,000				-(*	)			710				-				710				-				710
Issuance of shares and warrants in connection with private placement (see note 9.B)			1,027,500				-(*	)			20				-				20				-				20
Issuance costs in connection with private placement (see note 9.B)			51,375				-(*	)			(59	)			-				(59	)			-				(59	)
Reclassification of derivative warrant liability to equity (see note 6.E)			-				-				1,833				-				1,833				-				1,833
Balance as of September 30, 2024			21,179,686				3				28,466				(19,427	)			9,042				2,524				11,566

 

(*)	Represents an amount less than $1.

 

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

 

 

VIEWBIX INC.

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

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

 

		Common stock								Additional paid-in				Accumulated				Total Attributed to the company’s				Non- Controlling				Total
		Number				Amount				capital				Deficit				Shareholders				Interests				Equity
Balance as of January 1, 2023			14,783,964				3				25,350				(3,338	)			22,015				7,884				29,899
Net loss			-				-				-				(2,031	)			(2,031	)			(178	)			(2,209	)
Share-based compensation (see note 9.A)			111,111				-(*	)			82				-				82				11				93
Issuance of shares upon RSUs vesting (see note 9.F)			25,510				-(*	)			25				-				25				-				25
Transaction with non-controlling interests (see note 1.C)			-				-				-				-				-				(2,625	)			(2,625	)
Dividend declared to non-controlling interests			-				-				-				-				-				(153	)			(153	)
Balance as of September 30, 2023			14,920,585				3				25,457				(5,369	)			20,091				4,939				25,030

 

		Common stock								Additional paid-in				Accumulated				Total Attributed to the company’s				Non- Controlling				Total
		Number				Amount				capital				Deficit				Shareholders				Interests				Equity
Balance as of July 1, 2023			14,895,075				3				25,417				(3,859	)			21,561				5,207				26,768
Balance			14,895,075				3				25,417				(3,859	)			21,561				5,207				26,768
Net loss			-				-				-				(1,510	)			(1,510	)			(271	)			(1,781	)
Share-based compensation (see note 9.A)			-				-				15				-				15				3				18
Share-based compensation			-				-				15				-				15				3				18
Issuance of shares upon RSUs vesting (see note 9.F)			25,510				-(*	)			25				-				25				-				25
Balance as of September 30, 2023			14,920,585				3				25,457				(5,369	)			20,091				4,939				25,030
Balance			14,920,585				3				25,457				(5,369	)			20,091				4,939				25,030

 

(*)	Represents an amount less than $1.

 

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

 

 

VIEWBIX INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

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

 

		2024				2023				2024				2023
		For the nine months ended September 30,								For the three months ended September 30,
		2024				2023				2024				2023
Cash flows from Operating Activities
Net loss			(10,069	)			(2,209	)			(695	)			(1,781	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			2,282				2,202				727				734
Share-based compensation			90				118				61				43
Deferred taxes			(229	)			(159	)			(70	)			(67	)
Accrued interest, net			4				(13	)			(30	)			(7	)
Interest income			(119	)			(64	)			(40	)			(21	)
Amortization of loan discount			44				-				29				-
Change in the fair value of financial assets at fair value through profit or loss			(375	)			-				(375	)			-
Amortization of deferred debt issuance costs (see note 6.E)			36				-				30				-
Goodwill Impairment (see note 5.B)			4,739				-				-				-
Equity based debt issuance costs (see note 6.E)			26				-				-				-
Loss from substantial debt terms modification (see note 6.D)			2,515				-				-				-
Loss on sale and disposal of property and equipment			72				-				-				-
Loss from termination of lease agreement			8				-				-				-
Changes in assets and liabilities items:
Decrease (increase) in accounts receivable			5,268				9,452				(18	)			6,922
Decrease (increase) in other current assets			79				166				20				(114	)
Decrease in operating lease right-of-use asset			-				67				-				23
Decrease in severance pay, net			-				(100	)			-				-
Increase (decrease) in accounts payable			(2,346	)			(8,040	)			1,173				(5,603	)
Increase in other payables			(35	)			(592	)			(278	)			(374	)
Decrease in operating lease liabilities			-				(89	)			-				(31	)
Net cash provided by (used in) operating activities			1,990				739				534				(276	)

 

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

 

 

VIEWBIX INC.

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

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

 

		For the nine months ended September 30,								For the three months ended September 30,
		2024				2023				2024				2023
Cash flows from Investing Activities
Purchase of property and equipment			-				(13	)			-				(3	)
Net cash used in investing activities			-				(13	)			-				(3	)
Cash flows from Financing Activities
Cash paid to non-controlling interests (see note 1.C)			-				(2,625	)			-				-
Receipt of short-term bank loans			4,985				1,200				3,235				-
Receipt of short-term convertible loans			630				-				280				-
Repayment of short-term bank loans			(7,717	)			(200	)			(3,006	)			-
Repayment of short-term loan			-				(69	)			-				-
Receipt of long-term bank loan (see note 6.B)			-				1,500				-				-
Repayment of long-term bank loans			(510	)			(1,339	)			(190	)			(465	)
Payment of dividend to non-controlling interests			-				(598	)			-				-
Payment of dividend to shareholders (see note 9.E.1)			-				(130	)			-				-
Increase in loan to parent company			(52	)			(112	)			(18	)			(8	)
Issuance of shares and warrants in connection with private placement (see note 9.B)			257				-				20				-
Issuance costs in connection with private placement (see note 9.B)			(59	)			-				(59	)			-
Net cash provided by (used in) financing activities			(2,466	)			(2,373	)			262				(473	)
Increase (decrease) in cash and cash equivalents and restricted cash			(476	)			(1,647	)			796				(752	)
Cash and cash equivalents and restricted cash at beginning of period			1,923				4,381				651				3,486
Cash and cash equivalents and restricted cash at end of period			1,447				2,734				1,447				2,734
Supplemental Disclosure of Cash Flow Activities:
Cash paid during the period
Taxes paid			114				575				34				63
Interest paid			562				696				173				252
Total Cash paid during the period			676				1,271				207				315
Substantial non-cash activities:
Deemed extinguishment and re-issuance of debt (note 6.D)			500				-				-				-
Termination of operating lease agreement (note 4)			389				-				-				-

 

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

 

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 1: GENERAL

 

A. Organizational Background

 

Viewbix Inc. (formerly known as Virtual Crypto Technologies, Inc.) (the “Company”) was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”). On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc (“Zaxis”). In 2015 the Company changed its name to Emerald Medical Applications Corp., subsequent to which the Company, through its 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 Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. VCT Israel ceased its business operation in 2019 and prior to consummation of the Recapitalization Transaction. On January 27, 2020, VCT Israel was sold to a third party for NIS 50 thousand (approximately $13).

 

On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement” or the “Recapitalization Transaction”) with Gix Internet Ltd., a company organized under the laws of the State of Israel (“Gix” or “Parent Company’’), pursuant to which, Gix assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd., a company organized under the laws of the State of Israel (“Viewbix Israel”), to the Company in exchange for shares of the Company, which resulted in Viewbix Israel becoming a subsidiary of the Company. In connection with the Share Exchange Agreement, effective as of August 7, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc. 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 “Closing Date”) the Reorganization Transaction was consummated and as a result, all outstanding ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) were delivered to the Company in exchange for the Company’s shares of common stock, par value $0.0001 per share (“Common Stock”). As a result of the Reorganization Transaction, the former holders of Gix Media Shares, who previously held approximately 68% of the Company’s Common Stock, hold approximately 97% of the Company’s Common Stock, and Gix Media became a wholly owned subsidiary of the Company.

 

-13-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 Ltd. were consolidated both by the Parent Company and Medigus Ltd. (the “Ultimate Parent”), before and after the Reorganization Transaction, the Reorganization Transaction was accounted for as a transaction between entities under common control. Accordingly, the financial information of the Company and Gix Media Ltd. is presented in these financial statements, for all periods presented, reflecting the historical cost of the Company and Gix Media Ltd., as it is reflected in the consolidated financial statements of the 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 Cortex Media Group Ltd. (“Cortex”), operate in the field of digital advertising. The Group has two main activities that are reported as separate operating segments: the search segment and the digital content segment.

 

The search segment develops a variety of technological software solutions, which perform automation, optimization, and monetization of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers. The search segment activity is conducted by Gix Media.

 

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

 

On January 23, 2023, Gix Media acquired an additional 10% of the share capital of Cortex, increasing its holdings to 80% in consideration for $2,625 (the “Subsequent Purchase”). The Subsequent Purchase was financed by Gix Media’s existing cash balances and by a long-term bank loan received on January 17, 2023, in the amount of $1,500 (see also note 6.B).

 

The Subsequent Purchase was recorded as a transaction with non-controlling interests in the Company’s statement of changes in shareholders equity for the nine months ended September 30, 2023.

 

-14-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 1: GENERAL (Cont.)

 

D. Impact of the “Iron Swords” War on Israel

 

On October 7, 2023, following the brutal attacks on Israel by Hamas, a terrorist organization located in the Gaza Strip that infiltrated Israel’s southern border and conducted a series of attacks on civilian and military targets, Israel’s security cabinet declared war (the “War”). Following the commencement of the War, hostilities also intensified between Israel and Hezbollah, a terrorist organization located in Lebanon. This may escalate in the future into a greater regional conflict. The War led to a reduction of business activities in Israel, evacuation of residences located in the northern and southern borders of Israel, a significant call up of military reserves and lower availability of work force.

 

As the Group’s customers are mainly in the US and Europe, its operations, revenues, and profitability were indirectly affected due to recruitment of senior employees to military reserves for an extended period of time.

 

In January 2024, Gix Media and Cortex filed a request with the Israeli Tax Authority (the “ITA”) to receive compensation for the decrease in revenues related to the War. In April and May 2024, Gix Media and Cortex received a total of $337 from the ITA that were recorded as other income in the Company’s consolidated statement of operations for the nine months period ended September 30, 2024.

 

As of the date of these financial statements the war is still on going. Therefore, there is no assurance that future developments of the War will not have any impact for reasons beyond the Company’s control, such as expansion of the War to additional regions. The Company has business continuity procedures in place, and will continue to follow developments, assessing potential impact, if any, on the Company’s business, financials, and operations.

 

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 Cortex’s sites, as part of its policy decision to cease advertising on Made for Advertising (“MFA”) sites (the “Cortex Adverse Effect”). The Cortex Adverse Effect, which has materially affected Cortex’s business and operations, has occurred following certain recent developments relating to publishers that are categorized by a number of on-line advertisers as MFA, including decisions made by leading media on-line advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA. Due to the Cortex Adverse Effect and additional circumstances as explained in note 5.B, the Company recorded an impairment of $4,739 in the goodwill related to the digital content segment as of June 30, 2024.

 

-15-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 1: GENERAL (Cont.)

 

F. Going Concern

 

During the second half of 2023 and the nine months ended September 30, 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 Company’s ability to acquire traffic in the search segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the search segment, as a result of lack of availability of suppliers credit from such third party strategic partners. As a result of the foregoing, during the nine months ended September 30, 2024, the Company recorded an operating loss of $7,396 compared to $1,478 in the nine months ended September 30, 2023. Additionally, the Company recorded a net loss of $10,069 during the nine months ended September 30, 2024, compared to $2,209 in the nine months ended September 30, 2023. As of September 30, 2024, the Company had cash and cash equivalents of $1,405, bank loans of $5,828 and accumulated deficit of $19,427.

 

The decline in revenues and other circumstances described above raise substantial doubts about the Company’s ability to continue as a going concern during the 12-month period following the issuance date of these financial statements.

 

Management’s response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research and development, selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well as creation of new partnerships and other new income sources. In addition, during the period from June to August 2024, the Company raised through a private placement and through three facility agreements with certain investors and lenders (see note 6) aggregate gross proceeds of $887. Additionally, the Company plans to uplist its shares of common stock to a national securities exchange (the “Uplist”), after which, in accordance with the terms of the aforesaid private placement and facility agreements, the company is expected to receive additional funds. Furthermore, the Company’s subsidiaries entered into an addendum to a loan agreement with Bank Leumi pursuant to which loans repayments were deferred while short term credit lines with Bank Leumi continued to be utilized. However, there is significant uncertainty as to whether the Company will further succeed to implement its plans or be able to secure additional funds when needed.

 

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

 

-16-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A. Unaudited Interim Financial Statements

 

The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

B. Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

 

C. Use of estimates

 

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

 

D. Derivative Financial Instruments

 

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations.

 

E. Fair Value of Financial Instruments

 

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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.

 

F. Significant Accounting Policies

 

The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements other than the significant accounting policies of derivative financial instruments and fair value of financial instruments (see notes 2.D and 2.E above).

 

G. Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s interim condensed consolidated financial statements.

 

-17-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 3: LOAN TO PARENT COMPANY

 SCHEDULE OF LOAN FROM TO PARENT COMPANY

		As of September 30 2024				As of December 31 2023
Loan to Parent Company		$	3,923			$	3,752

 

The balance with the Parent Company represents a balance of an intercompany loan under a loan agreement signed between Gix Media and the Parent Company on March 22, 2020. The loan bears interest at a rate to be determined from time to time in accordance with Section 3(j) of the Income Tax Ordinance, new version, and the Income Tax Regulations (Determination of Interest Rate for the purposes of Section 3(j), 1986) or according to a market interest rate decision as agreed between the parties. The amount of the loan is in U.S. dollars. On March 20, 2024, the Company’s board of directors approved to extend the loan between Gix Media and the Parent Company by 6 months until July 1, 2024. All other terms and conditions of the loan remained unchanged.

 

For the nine months ended September 30, 2024 and 2023, Gix Media recognized interest income in the amount of $119 and $64, respectively.

 

NOTE 4: LEASES

 

On February 25, 2021, Gix Media entered into a lease agreement for a new corporate office of 479 square meters in Ramat Gan, Israel, at a monthly rent fee of $10. The lease period is for 36 months (the “initial lease period”) with an option by the Company to extend 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 includes renewal options that it is reasonably certain to exercise in the measurement of the lease liabilities. In December 2023, the Company exercised the option to extend the lease period for an additional term of 24 months (from March 1, 2024, to February 28, 2026).

 

On June 20, 2024, Gix Media and the lessor of its offices entered into a lease termination agreement. According to the agreement, the lease, which originally had a termination date of February 28, 2026, terminated on June 30, 2024. In compensation for the lessor’s consent to early termination Gix Media paid to the lessor $7 in cash and $62 in office furniture and equipment, as per the carrying values of such assets on the Company’s books as of the early termination date.

 

As a result of the early termination of the agreement, the Company recorded a capital loss of $46 in other expenses in its statement of operations for the nine months period ended September 30, 2024.

 

-18-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 5: 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, 2024			465				6,234				11,008				12,254				29,961
Additions			-				-				-				-				-
Impairment of goodwill			-				-				-				(4,739	)			(4,739	)
Balance as of September 30, 2024			465				6,234				11,008				7,515				25,222
Accumulated amortization:
Balance as of January 1, 2024			276				1,631				3,366				-				5,273
Amortization recognized during the period			115				668				1,378				-				2,161
Balance as of September 30, 2024			391				2,299				4,744				-				7,434
Amortized cost:
As of September 30, 2024			74				3,935				6,264				7,515				17,788

 

		Internal-use Software				Customer Relations				Technology				Goodwill				Total
Cost:
Balance as of January 1, 2023			465				6,234				11,008				17,361				35,068
Cost, beginning balance			465				6,234				11,008				17,361				35,068
Additions			-				-				-				-				-
Impairment of goodwill			-				-				-				(5,107	)			(5,107	)
Balance as of December 31, 2023			465				6,234				11,008				12,254				29,961
Cost, ending balance			465				6,234				11,008				12,254				29,961
Accumulated amortization:
Balance as of January 1, 2023			122				741				1,531				-				2,394
Accumulated amortization, beginning balance			122				741				1,531				-				2,394
Amortization recognized during the year			154				890				1,835				-				2,879
Balance as of December 31, 2023			276				1,631				3,366				-				5,273
Accumulated amortization, ending balance			276				1,631				3,366				-				5,273
Amortized cost:
As of December 31, 2023			189				4,603				7,642				12,254				24,688
Amortized cost			189				4,603				7,642				12,254				24,688

 

-19-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 5: GOODWILL AND INTANGIBLE ASSETS, NET (Cont.)

 

B. Impairment of goodwill:

 

As of June 30, 2024, the Company identified indicators of impairment of the digital content reporting unit. As a result, the Company performed an impairment test which included a quantitative analysis of the fair value of the reporting unit. The fair value was estimated using the income approach, which is based on the present value of the future cash flows attributable to the reporting unit. The Company compared the fair value of the reporting unit to its carrying amount. As the carrying amount exceeded the fair value, the Company recognized an impairment loss of $4,739 which was driven mainly due to the Cortex Adverse Effect (see note 1.E) and due to a decrease in the cash flow projections.

 

As of December 31, 2023, the Company recognized an impairment loss of $5,107 related to the digital content reporting unit.

 

NOTE 6: LOANS

 

A. Composition of long-term and short-term loans and convertible loans of the Group:

 SCHEDULE OF COMPOSITION OF BALANCE OF GROUP’S LOANS

		Interest rate				As of September 30, 2024				As of December 31, 2023
Short-term bank loan – Gix Media			SOFR + 4.60	%			893				3,500
Short-term bank loan – Gix Media (received on September 16, 2024)			SOFR + 4.60	%			350				-
Short-term bank loan – Gix Media (received on September 19, 2024)			SOFR + 4.60	%			75				-
Short-term bank loan – Cortex			SOFR + 4.35	%			950				1,500
Short-term bank loan			SOFR + 4.35	%			950				1,500
Long-term bank loan, including current maturity – Gix Media (received on October 13, 2021)			SOFR + 4.12	%			2,564				2,963
Long-term bank loan, including current maturity – Gix Media (received on January 17, 2023)			SOFR + 5.37	%			996				1,107
Long-term loan – Viewbix Israel			9	%			-				434
Long-term loan			9	%			-				434
Short-term loan - June 2024 Facility Agreement – Viewbix Inc			12	%			333				-
Short-term convertible loan - June 2024 Facility Agreement – Viewbix Inc			12	%			626				-
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	%			333				-
Bank Loan							6,917				9,504

 

-20-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 6: LOANS (Cont.)

 

B. Gix Media’s Loan Agreement and short-term loans

 

On January 23, 2023, Gix Media acquired an additional 10% of Cortex’s capital shares which was financed by Gix Media’s existing cash balances and by a long-term bank loan received on January 17, 2023, in the amount of $1,500 to be repaid in 42 monthly payments at an annual interest rate of SOFR + 5.37%.

 

On June 13, 2024, Gix Media and Leumi entered into an addendum to an existing loan 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, 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 $350 loan was granted to Gix Media on June 13, 2024 which was repaid in full on August 30, 2024, alongside the existing credit facility to Gix Media, which remains equal to 80% of Gix Media’s customer balance (“Gix Media Credit Line”); (vi) Gix Media is obligated to perform a reduction in expenses, including reduction in force.

 

As of September 30, 2024, Gix Media has drawn $893 of the Gix Media Credit Line.

 

Effective as of August 30, 2024, Gix Media and Leumi entered into a fourth addendum to the Financing Agreement, pursuant to which, inter alia: (i) subject to the receipt of at least $2,000 from the Company by no later than January 1, 2025, the existing credit facility to Gix Media shall 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 bears an annual interest rate of SOFR + 4.60% and is to be repaid in one single payment on January 2, 2025.

 

On September 19, 2024, Gix Media received a short-term loan of $75. The loan bears an annual interest rate of SOFR + 4.60% and is to be repaid in monthly installments of $25 over a 3-month period from October to December 2024.

 

C. Cortex’s Loan Agreement:

 

On September 21, 2022, Cortex and Leumi entered into an addendum to an existing loan agreement between the parties, dated August 15, 2020 (“Cortex Loan Agreement”). As part of the addendum to the Cortex Loan Agreement, Leumi provided Cortex with a monthly renewable credit line of $1,500 (the “Cortex Credit Line”). The Cortex Credit Line is determined every month at the level of 70% of Cortex’s customers’ balance. The amounts that are drawn from the Cortex Credit Line bear an annual interest of SOFR + 3.52%.

 

On April 27, 2023, Leumi increased the Cortex Credit Line by $1,000. In September 2023, Cortex and Leumi entered into an additional addendum to the Cortex Loan Agreement, in which Leumi extended the Cortex Credit Line of $2,500 by one year which will expire on September 20, 2024. The amounts that are drawn from the Cortex Credit Line bear an annual interest of SOFR + 4.08%.

 

On May 27, 2024, Cortex and Leumi entered into an amendment to Cortex Loan Agreement, pursuant to which, the credit line to Cortex will be 80% of Cortex’s customer balance and up to $2,000.

 

On August 15, 2024, Cortex and Leumi entered into an additional amendment to Cortex’s Loan Agreement, pursuant to which, the credit line in the amount of $2,000 to Cortex will be extended until February 27, 2025 and bears an annual interest of SOFR + 4.35%.

 

As of September 30, 2024, Cortex has drawn $950 of the Cortex Credit Line.

 

-21-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 6: LOANS (Cont.)

 

D. Long term loan and issuance of warrants:

 

On November 15, 2023, Viewbix Israel entered into a Loan Agreement (the “2023 Loan”) with certain lenders (the “Lenders”) whereby the Lenders provided Viewbix Israel with loans in the aggregate amount of $480. In connection with the 2023 Loan, the Company issued to each lender a warrant to purchase shares of common stock (the “2023 Warrants”). The 2023 Warrants are exercisable to 480,000 shares of common stock, at an exercise price of $0.50 per share and will expire and cease to be exercisable 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 6.E). These amendments represent a substantial modification in accordance with ASC Topic 470. Accordingly, the terms modification was accounted for as an extinguishment of the original financial liability and the initial recognition of new financial instruments issued at their fair value as of the effective date of the June 2024 Facility Agreement. As a result of the substantial modification of terms, the Company recognized finance expense of $2,515 in its interim condensed consolidated statement of operations for the nine months period ended September 30, 2024.

 

E. June 2024 Facility Agreement:

 

On June 18, 2024, the Company entered into a credit facility agreement which was amended and restated on July 22, 2024 (the “June 2024 Facility Agreement”) for a $1 million credit facility (the “June 2024 Facility Loan Amount”) with a group of lenders including L.I.A. Pure Capital Ltd (the “June 2024 Lead Lender”, and collectively, the “June 2024 Lenders”). In addition to the June 2024 Facility Loan Amount, the June 2024 Facility Agreement includes $531 of outstanding debt owed by the Company to the June 2024 Lenders (the “June 2024 Prior Loan Amount”, and together with the June 2024 Facility Loan Amount, the “June 2024 Loan Amount”).

 

The term (the “June 2024 Facility Term”) of the June 2024 Facility Agreement expires 12 months following the date of the June 2024 Facility Agreement (the “Initial Maturity Date”), provided that, if the effectiveness of an uplisting of the Company’s shares of common stock to a national securities exchange (the “Uplist”) occurs prior to the Initial Maturity Date, the June 2024 Facility Term will expire 12 months following the effective date of the Uplist. The June 2024 Facility Agreement sets forth a drawdown schedule as follows: (i) an aggregate amount of $350 was drawn down on the date of the Prior June 2024 Facility Agreement, (ii) an aggregate amount of $150 drawn down upon the filing of the Company’s PIPE Registration Statement (as defined in note 12.A) and (iii) an amount of $500 drawn down upon the effectiveness of the Uplist.

 

The June 2024 Facility Loan Amount accrues interest at a rate of 12% per annum, and the Company will also pay such interest on the June 2024 Prior Loan Amount, which is equal to $184 (the “June 2024 Facility Interest”). The June 2024 Facility Interest was paid in advance for the first year of the June 2024 Facility in (i) shares of the Company’s common stock at a conversion rate of $0.25 for each U.S. dollar of June 2024 Facility Interest accrued on the respective June 2024 Loan Amount, equal to an aggregate of 734,716 shares of common stock (the “June 2024 Facility Shares”) and (b) a warrant to purchase a number of shares of common stock equal to the June 2024 Facility Shares (the “June 2024 Facility Warrant”).

 

-22-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 6: LOANS (Cont.)

 

E. June 2024 Facility Agreement (Cont.):

 

Immediately following the effectiveness of the Uplist, (i) $663 of the June 2024 Loan Amount will convert into shares of common stock at a conversion rate equal to $0.25 per share of the Company’s common stock (the “June 2024 Convertible Stock”) and (ii) the company will issue a warrant in substantially the same form and on substantially the same terms as a June 2024 Facility Warrant to purchase a number of shares of the Company’s common stock equal to the June 2024 Convertible Stock with an exercise price of $0.25 per share (the “June 2024 Conversion Warrant”, and (i) and (ii), collectively a “June 2024 Conversion Unit”). Such portion of the June 2024 Loan Amount that is not converted into a June 2024 Conversion Unit will remain outstanding and will not convert following the Uplist. For the duration of the June 2024 Facility Term of the June 2024 Facility Agreement, the June 2024 Lenders may elect to convert after the effectiveness of the Uplist such unconverted portion of the June 2024 Loan Amount into additional June 2024 Conversion Units or, upon the expiration of the June 2024 Facility Term, such unconverted portion of the June 2024 Loan Amount will be repaid in accordance with the terms of the June 2024 Facility Agreement.

 

The June 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock and will have a three-year term from the issuance date.

 

In addition and in connection with the June 2024 Facility Agreement, the Company agreed to pay the June 2024 Lead Lender a commission consisting of (i) 200,000 shares of common stock, (ii) a warrant in substantially the same form and on substantially the same terms as the June 2024 Facility Warrant to purchase 200,000 shares of common stock with an exercise price of $0.25 per share (the “June 2024 Lead Lender Warrant”) and (iii) a warrant to purchase 2,500,000 shares of common stock with an exercise price of $1.00 per share, representing an aggregate exercise amount of $2.5 million, subject to beneficial ownership limitations and adjustments (the “June 2024 Lead Lender Fee Warrant” and together with the June 2024 Lead Lender Warrant and the June 2024 Facility Warrants, the “June 2024 Warrants”).

 

In July 2024, following the closing of the Private Placement (as defined in note 9.B), the exercise price of the June 2024 Lead Lender Warrant was adjusted to $0.118, which is the effective price per share of common stock in the Private Placement, and the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrant was also adjusted to a total of 21,186,440 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 loan were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each cut-off date. The facility loan was initially recorded at its fair value and subsequently measured at cost. The shares and Warrants A issued as prepayment of interest and as commission to the 2024 Lead Lender were initially recognized at fair value and classified in equity.

 

The June 2024 Lead Lender Fee Warrants was initially recognized in fair value at the amount of $1,833 and classified as a liability measured at fair value at each cut-off date. Following the closing of the Private Placement and the adjustments made to the number of shares in the June 2024 Lead Lender Fee Warrants as part of the June 2024 Facility Agreement, the June 2024 Lead Lender Fee Warrants were reclassified as equity.

 

-23-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 6: LOANS (Cont.)

 

F. First July 2024 Facility Agreement

 

On July 4, 2024, the Company entered into a credit facility agreement, as restated on July 22, 2024, and amended on July 25, 2024 (the “First July 2024 Facility Agreement”) for a $2.5 million (the “First July 2024 Facility Loan Amount”) with a certain lender (the “First July 2024 Lender”).

 

The First July 2024 Facility Loan Amount will remain available until the earliest of (a)(i) its drawing down in full, (ii) the 36-month anniversary of the First July 2024 Facility Agreement and (b) upon such date that the Company completes a $2.0 million financing transaction (the “First July 2024 Facility Term”). In the event the First July 2024 Facility Term lapses, the First July 2024 Facility Loan Amount will be repaid to the lender immediately.

 

The First July 2024 Facility Agreement sets forth a drawdown schedule as follows: (i) an aggregate of $50 was drawn down on July 4, 2024, (ii) an aggregate of $50 will be drawn down upon the effectiveness of the Uplist (see note 6.E), and (iii) following the Uplist, an aggregate of $200 will be drawn down on a quarterly basis until the First July 2024 Facility Loan Amount is exhausted.

 

The First July 2024 Facility Amount will accrue interest at a rate of 12% per annum. The interest for the first year was paid in advance in (i) 1,200,000 shares of the Company’s common stock at a conversion rate of $0.25, and (ii) 1,200,000 warrants to purchase such number of shares of the Company’s common stock at a conversion rate of $0.25 (the “First July 2024 Facility Warrants”). The First July 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock and will have a three-year term from the issuance date.

 

Immediately following the effectiveness of the Uplist, (i) $100 of the First July 2024 Facility Loan Amount will convert in shares of common stock at a conversion rate of $0.25 per share (such amount of shares converted, the “First July 2024 Convertible Stock”), and, (ii) the Company will issue a warrant to purchase such amount of First July 2024 Convertible Stock, with an exercise price of $0.25 per share (the “First July 2024 Conversion Warrant”). The remaining First July 2024 Facility Loan Amount outstanding and not converted following the Uplist will remain available for the duration of the First July 2024 Facility Term, whereby, upon the lapse of the First July 2024 Facility Term, such amount will be repaid to the First July 2024 Lender.

 

In addition, the Company agreed to pay the First July 2024 Lender a one-time fee consisting of: (i) 500,000 shares of the Company’s common stock, representing five percent (5%) of the First July 2024 Facility Loan Amount at a conversion rate of $0.25 and (ii) a warrant to purchase 1,000,000 shares of the Company’s common stock with an exercise price of $0.25 per share.

 

In connection with the First July 2024 Facility Agreement, the Company received a loan of $50 which was recorded as a short-term convertible loan. The fair value of this loan was substantially the same as the amount received. Warrants associated with the First July 2024 Facility Agreement were measured at fair value and recorded as equity.

 

As of September 30, 2024, the Company incurred deferred debt issuance costs of $375 which were recorded in other current assets in the Company’s Balance Sheet. These costs consisted of a one-time fee to the First July 2024 Lender, annual advance interest payment and other additional direct costs.

 

-24-

 

 VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 6: LOANS (Cont.)

 

G. Second July 2024 Facility Agreement

 

On July 28, 2024, the Company entered into a credit facility agreement (the “Second July 2024 Facility Agreement”) for a $3.0 million (the “Second July 2024 Facility Loan Amount”) with certain lenders (the “Second July 2024 Lenders”).

 

The Second July 2024 Facility Loan Amount will remain available until the earliest of (a)(i) its drawing down in full, (ii) the 40-month anniversary of the 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 Term”). In the event the Second July 2024 Facility Term lapses, the Second July 2024 Facility Loan Amount will be repaid to the Second July 2024 Lenders immediately thereafter.

 

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 (i) 1,440,000 shares of the Company’s common stock at a conversion rate of $0.25, and (ii) 1,440,000 warrants to purchase such number of shares of the Company’s common stock at a conversion rate of $0.25 (the “Second July 2024 Facility Warrants”). the interest for the second year will be paid by the Company in cash. The Second July 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock and will have a three-year term from the issuance date.

 

Immediately following the effectiveness of the Uplist, (i) $160 of the Second July 2024 Facility Loan Amount will convert in shares of common stock at a conversion rate of $0.25 per share (such amount of shares converted, the “Second July 2024 Convertible Stock”), and, (ii) the Company will issue a warrant to purchase such amount of Second July 2024 Convertible Stock, with an exercise price of $0.25 per share (the “Second July 2024 Conversion Warrant”). The remaining Second July 2024 Facility Loan Amount outstanding and not converted following the Second Uplist Conversion will remain available for the duration of the Second July 2024 Facility Term, whereby, upon the lapse of the Second July 2024 Facility Term, such amount will be repaid to the Second July 2024 Lenders.

 

In addition, the Company agreed to pay the Second July 2024 Lenders a one-time fee consisting of 600,000 shares of the Company’s common stock, representing five percent (5%) of the Second July 2024 Facility Loan Amount at a conversion rate of $0.25.

 

In connection with the Second July 2024 Facility Agreement, the Company received a loan of $80 which was recorded as a short-term convertible loan. The fair value of this loan was substantially the same as the amount received. Warrants associated with the Second July 2024 Facility Agreement were measured at fair value and recorded as equity.

 

As of September 30, 2024, the Company incurred deferred debt issuance costs of $355 which were recorded in other current assets in the Company’s Balance Sheet. These costs consisted of a one-time fee to the Second July 2024 Lenders, annual advance interest payment and other additional direct costs.

 

-25-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 7: FINANCIAL INSTRUMENTS AT FAIR VALUE

 

Financial instruments:

 

The Company has financial instruments measured at level 3 under the June 2024 Facility Agreement (see note 6.E).

 

The fair value of the financial instruments under the June 2024 Facility Agreement, as of June 18, 2024, was calculated using the following unobservable inputs: share price: $0.118, expected volatility: 125%, exercise price: $0.25, risk-free interest rate: 4.41%, expected life: 3.0 years.

 

The following table presents the level 3 financial liabilities - embedded derivatives roll-forward that were measured at fair value through profit or loss:

 SCHEDULE OF FINANCIAL LIABILITIES

		Embedded derivatives
Balance as of January 1, 2024			-
Embedded derivatives derived from June 2024 Facility Agreement			665
Changes at fair value recognized through profit or loss			(375	)
Balance as of September 30, 2024			290

 

NOTE 8: COMMITMENTS AND CONTINGENCIES

 

Liens:

 

On September 19, 2022, as part of the Reorganization Transaction terms, the Company has provided several liens under Gix Media’s Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a guarantee to Bank Leumi of all of Gix Media’s obligations and undertakings to Bank Leumi unlimited in amount; (2) a subordination letter signed by the Company to Leumi Bank; (3) A first ranking all asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Company’s bank accounts.

 

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

 

Gix Media restricted deposits in the amount of $8 as of September 30, 2024, are used as a security in respect of credit cards. Cortex has a restricted deposit in the amount of $34 as of September 30, 2024, is used as a security in respect of its leased offices.

 

-26-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 9: 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 May 18, 2023, the Company’s Board of Directors (the “Board”) approved to issue and grant 111,111 shares of restricted Common Stock (“Equity Grant”) to one of the Company’s directors (the “Director”). The Equity Grant was granted for consulting services provided to the Company by the Director, specifically in connection with securing favorable terms for a bank financing. The Company recorded a share-based compensation expense of $34 in general and administrative expenses in connection to the Equity Grant.

 

On June 18, 2024, as part of the June 2024 Facility Agreement the Company issued to June 2024 Lenders 934,716 shares of common stock and 934,716 warrants to purchase such number of shares of common stock with an exercise price of $0.25 per share. In addition, the Company issued to the June 2024 Lead Lender a warrant to purchase 2,500,000 shares of common stock with an exercise price of $1.00 per share, representing an aggregate exercise 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 1,700,000 shares of common stock and 2,200,000 warrants to purchase such number of shares of common stock with an exercise price of $0.25 per share.

 

On July 14, 2024 and July 25, 2024, the Company entered into consulting agreements with certain consultants (the “Consultants”) pursuant to which the Consultants agreed to provide certain services to the Company in connection with the Uplist (as defined in note 1.F). In consideration with the Consultants’ services, the Company issued to the Consultants 480,000 shares of common stock in July 2024. The Company recorded a share-based compensation expense of $57 in other expenses in connection with the issuance of shares to the Consultants.

 

On July 28, 2024, as part of the Second July 2024 Facility Agreement the Company issued to the Second July 2024 Lenders 2,040,000 shares of common stock and 1,440,000 warrants to purchase such number of shares of common stock with an exercise price of $0.25 per share.

 

B. Private Placement

 

On July 3, 2024, the Company entered into a definitive securities purchase agreement (the “Purchase Agreement”) with a certain investor (the “Lead Investor”) for the purchase and sale in a private placement (the “Private Placement”) of units consisting of (i) 1,027,500 shares of the Company’s common stock at a purchase price of $0.25 per share (the “PIPE Shares”) and (ii) common stock purchase warrants to purchase up to 1,541,250 shares of the Company’s common stock (the “PIPE Warrants”) to the Lead Investor and other investors (collectively, the “Investors”) acceptable to the Lead Investor and the Company.

 

The aggregate gross proceeds received by the Company from the Private Placement were $257, of which $237 received in June 2024 and the $20 remaining received in July 2024. The PIPE Warrants are exercisable upon issuance at an exercise price of $0.25 per share and will have a three-year term from the issuance date. In addition, the PIPE Warrants are subject to an automatic exercise provision in the event that the Company’s shares of common stock are approved for listing on the Nasdaq Capital Market.

 

Upon the closing of the Private Placement, the Company agreed to pay the Lead Investor: (1) $10 for actual and documented fees and expenses incurred and, (2) a commission consisting of (i) a cash fee of $13 and (ii) 51,375 shares of the Company’s common stock.

 

In July 2024, the Company issued 1,078,875 shares of common stock and 1,541,250 warrants in connection with the Private Placement. The Company incurred share issuance costs of $65 ($59 in cash and $6 in shares of common stock) which were recognized as a reduction of additional paid-in capital.

 

-27-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 9: SHAREHOLDERS’ EQUITY (Cont.)

 

C. Warrants

 

The following table summarizes information of outstanding warrants as of September 30, 2024:

 SCHEDULE OF OUTSTANDING WARRANTS

		Warrants				Warrant Term		Exercise Price				Exercisable
Class J Warrants			130,333			July 2029			13.44				130,333
Class K Warrants			130,333			July 2029			22.40				130,333
2023 Warrants (see note 6.D)			480,000			December 2025			0.50				480,000
June 2024 Facility Agreement Warrants (see note 6.E)			934,716			June 2027			0.25				934,716
June 2024 Lead Lender Fee Warrants (see note 6.E)			21,186,440			June 2027			0.118				21,186,440
First July 2024 Facility Warrants (see note 6.F)			2,200,000			July 2027			0.25				2,200,000
Second July 2024 Facility Warrants (see note 6.G)			1,440,000			July 2027			0.25				1,440,000
PIPE Warrants (see note 9.B)			1,541,250			July 2027			0.25				1,541,250

 

D. Reverse stock split

 

On July 15, 2024, the Company filed an amendment to its Certificate of Incorporation (the “Amendment”) to effect a 1-for-4 reverse stock split of the Company’s Common Stock. As of the issuance date of this interim condensed consolidated financial statements, the reverse stock split is not yet effective.

 

E. Securities Exchange Agreement

 

On July 31, 2024, the Company entered into a Securities Exchange Agreement, with Metagramm Software Ltd. (“Metagramm”) pursuant to which the Company agreed to issue to Metagramm 9.99% of its issued and outstanding share capital in exchange for 19.99% of Metagramm’s issued and outstanding share capital. As of the date of approval of these financial statements, the Securities Exchange Agreement has not yet closed, and no shares have been issued.

 

F. Share option plan

 

In 2017, after the completion of Gix Media’s acquisition by the Parent Company, the Parent Company granted options to Gix Media’s employees. These options entitle the employees to purchase ordinary shares of the Parent Company that are traded on Tel-Aviv Stock Exchange.

 

On March 2, 2023, the Board approved the adoption of the 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan permits the issuance of up to (i) 2,500,000 shares of Common Stock, plus (ii) an annual increase equal to the lesser of (A) 5% of the Company’s outstanding capital stock on the last day of the immediately preceding calendar year; and (B) such smaller amount as determined by the Board, provided that no more than 2,500,000 shares of Common Stock may be issued upon the exercise of Incentive Stock Options. If any outstanding awards expire, are canceled or are forfeited, the underlying shares would be available for future grants under the 2023 Plan. As of the date of approval of the financial statements, the Company had reserved 2,500,000 shares of Common Stock for issuance under the 2023 Plan.

 

-28-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 9: SHAREHOLDERS’ EQUITY (Cont.)

 

F. Share option plan (Cont.)

 

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.

 

On July 20, 2023, the Company granted 51,020 restricted share units (the “RSUs”) under the 2023 Plan to Gix Media’s CEO, as part of his employment terms, (the “Grantee”) under the following terms and conditions: (1) 51,020 of Common Stock underlying the grant of RSUs (2) Vesting Commencement Date: July 1, 2023 (3) vesting schedule: 50% of the RSUs will vest immediately upon the Vesting Commencement Date (the “First Tranche”) and the remaining 50% of the RSUs will vest 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 25,510 shares of Common Stock to the Grantee. On July 1, 2024, upon the vesting of the Second Tranche, the Company issued 25,510 shares of Common Stock to the Grantee.

 

As of September 30, 2024 and December 31, 2023, the Company recorded a share-based compensation expense in general and administrative expenses of $38 and $12 in connection with the Grant.

 

-29-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 9: SHAREHOLDERS’ EQUITY (Cont.)

 

G. Dividends

 

On September 14, 2022, Gix Media declared a dividend to its shareholders prior to the consummation of the Reorganization Transaction in the amount of $1,000, of which an amount of $83 was paid as tax to the Israeli Tax Authority. During 2022 Gix Media distributed an amount of $787 out of the remaining amount of $917, which an amount of $714 that was distributed to the Parent Company, was offset from the loan to Parent Company. The remaining amount of $130 was distributed by Gix Media in January 2023.

 

On December 25, 2022, Cortex declared a dividend in the total amount of $445 to the non-controlling interests. The amount was distributed by Cortex to non-controlling interests in two payments of $219 and $226 in February and March 2023, respectively.

 

No dividends were distributed during the nine-month period ending September 30, 2024.

 

NOTE 10: FINANCIAL EXPENSE, NET

SCHEDULE OF FINANCIAL EXPENSE NET 

		2024				2023				2024				2023
		For the nine months ended September 30,								For the three months ended September 30,
		2024				2023				2024				2023
Financial expense (income):
Bank fees			64				59				20				26
Exchange rate differences			(7	)			16				42				(9	)
Interest expense on bank loans			548				682				142				245
Loss from substantial debt terms modification			2,515				-				-				-
Change in the fair value of financial assets at fair value through profit or loss			(375	)			-				(375	)			-
Interest income on loans from Parent Company			(119	)			(64	)			(40	)			(21	)
Amortization of deferred debt issuance costs			36				-				30				-
Amortization of loan discounts			43				-				29				-
Other			50				(2	)			-				19
Financial expense (income), net			2,755				691				(152	)			260

 

-30-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 11: SEGMENT REPORTING

 

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

 

Search segment- the search segment develops a variety of technological software solutions, which perform automation, optimization and monetization of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers.

 

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

 

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

 

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

 

Segments revenues and operating results:

 SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS

		Search segment				Digital content segment				Adjustments (See below)				Total
		For the nine months ended September 30, 2024
		Search segment				Digital content segment				Adjustments (See below)				Total
Revenues from external customers			4,376				19,240				-				23,616
Inter segment revenues			-				183				(183	)			-
Total revenues			4,376				19,423				(183	)			23,616
Depreciation and amortization			-				-				2,282				2,282
Goodwill impairment			-				-				4,739				4,739
Segment operating income (loss)			1,053				(186	)			(8,263	)			(7,396	)
Financial expenses, net			(21	)			(131	)			(2,603	)(*)			(2,755	)
Segment income (loss), before income taxes			1,032				(317	)			(10,866	)			(10,151	)

 

		Search segment				Digital content segment				Adjustments (See below)				Total
		For the nine months ended September 30, 2023
		Search segment				Digital content segment				Adjustments (See below)				Total
Revenues from external customers			16,593				47,138				-				63,731
Depreciation and amortization			-				-				2,202				2,202
Segment operating income (loss)			1,053				796				(3,327	)			(1,478	)
Financial expenses, net			(89	)			(159	)			(443	)(**)			(691	)
Segment income (loss), before income taxes			964				637				(3,770	)			(2,169	)

 

-31-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 11: SEGMENT REPORTING (Cont.)

 

		Search segment				Digital content segment				Adjustments (See below)				Total
		For the three months ended September 30, 2024
		Search segment				Digital content segment				Adjustments (See below)				Total
Revenues from external customers			789				5,492				-				6,281
Inter segment revenues			-				183				(183	)			-
Total revenues			789				5,675				(183	)			6,281
Depreciation and amortization			-				-				727				727
Segment operating income (loss)			335				13				(1,254	)			(906	)
Financial income (expenses), net			(11	)			(57	)			220	(*)			152
Segment income (loss), before income taxes			324				(44	)			(1,034	)			(754	)

 

		Search segment				Digital content segment				Adjustments (See below)				Total
		For the three months ended September 30, 2023
		Search segment				Digital content segment				Adjustments (See below)				Total
Revenues from external customers			5,641				10,074				-				15,715
Depreciation and amortization			-				-				734				734
Segment operating income (loss)			287				(868	)			(1,071	)			(1,652	)
Financial expenses, net			(8	)			(113	)			(139	)(**)			(260	)
Segment income (loss), before income taxes			279				(981	)			(1,210	)			(1,912	)

 

	(*)	Mainly consist of financial expenses from substantial debt terms modification loss, change in the fair value of financial assets and interest expenses on bank loans in connection with the Financing Agreement (see notes 6.B, 6.D, 6.E and 7).
	(**)	Mainly consist of interest expenses on bank loans in connection with the Financing Agreement (see note 6.A, 6.B).

 

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

 SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS

		For the nine months ended September 30, 2024				For the three months ended September 30, 2024
Depreciation and amortization expenses not attributable to segments (***)			(2,282	)			(727	)
General and administrative not attributable to the segments (****)			(1,242	)			(527	)
Goodwill Impairment			(4,739	)			-
			(8,263	)			(1,254	)

 

-32-

 

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 

NOTE 11: SEGMENT REPORTING (Cont.)

 

		For the nine months ended September 30, 2023				For the three months ended September 30, 2023
Depreciation and amortization expenses not attributable to segments (***)			(2,202	)			(734	)
General and administrative not attributable to the segments (****)			(1,125	)			(337	)
			(3,327	)			(1,071	)

 

	(*)	Mainly consist of financial expenses from substantial debt terms modification loss, change in the fair value of financial assets and interest expenses on bank loans in connection with the Financing Agreement (see notes 6.B, 6.D, 6.E and 7).
	(**)	Mainly consist of interest expenses on bank loans in connection with the Financing Agreement (see note 6.A, 6.B).

 

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

 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

 

Special Note Regarding Forward-Looking Statements

 

The following management’s discussion and analysis section should be read in conjunction with the Company’s unaudited financial statements as of September 30, 2024 and 2023, and the related statements of statement operation, statement of changes in shareholders’ equity and statements of cash flows for the nine and three months then ended, and the related notes thereto contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”).

 

Our reporting currency and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S. dollars.

 

On July 10, 2024, our board of directors approved to effect a one-for-four consolidation of our share capital, pursuant to which holders of our shares of common stock will receive one share of common stock for every four shares of common stock held. The reverse split is not yet in effect, and will be effectuated upon approval by FINRA. Unless the context expressly indicates otherwise, all references to share and per share amounts referred to herein reflect the amounts before giving effect to the reverse split.

 

Forward-Looking Statements

 

This management discussion and analysis section contains forward-looking statements, such as statements of the Company’s plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions “will,” “may,” “could,” “should,” etc., or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

 

● the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of digital advertising as effective alternatives to traditional offline marketing products and service;

 

● our ability to retain and attract a programmatic advertiser, and the associated payments received from such programmatic advertisers’ ads on websites which have been categorized as “Made for Advertising”;

 

● our ability to generate enough cash flow to meet our debt obligations or fund our other liquidity needs, and substantial doubt regarding our ability to continue as a going concern;

 

● 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 common stock may not be approved for listing on the Nasdaq Stock Market LLC (“Nasdaq”) or another recognized national exchange and many potential investors may be unwilling to purchase our common stock;

 

● our ability to receive credit facility or utilize existing credit facilities, to fund our operations, at favorable terms, or at all;

 

● our ability to pay our obligations when they become due, including our loan and facility agreements and Financing Agreement (as defined below);

 

● our subsidiaries’ future performance, including our ability to instill potential measures to assist Cortex and Gix Media in mitigating future economic harm;

 

● entry of new competitors and products, the impact of large and established internet and technology companies and potential technological obsolescence of our offered platforms; and

 

● political, economic and military conditions in Israel, including the attack by Hamas and the military hostilities with Hezbollah and Iran and other terrorist organizations from the Gaza Strip and elsewhere in the region and Israel’s war against them, as well as the war’s potential impact on our business and operation.

 

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with which may cause our actual results to differ from those anticipated in our forward-looking statements. For a discussion of these and other risks that relate to our business and investing in our common stock, you should carefully review the risks and uncertainties described in this Quarterly Report on Form 10-Q, and those contained in section captioned “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2024 (the “Annual Report”). The Company’s actual results could differ materially from those contemplated in these forward-looking statements as a result of these factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.

 

 

Overview and Background

 

Viewbix Inc. (the “Registrant”, “Viewbix” or the “Company”) is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbix’s operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging (“Video Advertising Platform”). With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video. The Video Advertising Platform measures when a viewer performs a specific action while watching a video and collects and reports the results to the client. However, due to the Company’s failure to meet predetermined sales targets which were set pursuant to the Recapitalization Transaction (as defined in note 1.A to the interim condensed consolidated financial statements). 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 Video Advertising Platform.

 

The Company, through its subsidiaries Gix Media Ltd. (“Gix Media”) and Cortex Media Group Ltd. (“Cortex”), expanded its digital advertising operations across two main sectors: ad search and digital content (the “Search Platform” and the “Content Platform”, respectively”). Gix Media and Cortex develop and market a variety of technological software solutions that automate, optimize and monetize online campaigns. Cortex also creates, edits and markets content in various languages to different target audiences in order to generate revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms. These technological tools enable advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their sites.

 

Through its Search Platform, the Company provides services to leading search engines worldwide (“Search Engines”) by developing, marketing and distributing software products to internet users. The operations and activity on this platform are powered by Gix Media.

 

Through the Content Platform, the Company provides editing and marketing services of content in different languages and to different target audiences with the goal of generating revenues from advertising employed in such content, which is based on digital content marketing and advertising platforms. The operations and activity on this platform are powered by Cortex.

 

Search Platform

 

Gix Media’s Search Platform allows for the referral of user traffic (i.e., searches that are performed by internet users) to the Search Engines, such as Yahoo and Bing, where the Search Engines display the ads of their customers. The Search Engines pay Gix Media for the searches that were referred by it, based on the amount of consideration that the Search Engine receives from the advertisers for the user traffic generated, less a certain percentage from the revenues attributed to the Search Engine. Since the customers of Gix Media are the Search Engines, and not the advertisers, Gix Media recognizes revenues for the actual amount received from the Search Engines, and not from the advertisement revenue itself.

 

The referral of user traffic by Gix Media to the Search Engines is possible after users download Gix Media’s products, which are browser add-ons, usually from the browser stores (mostly Google Chrome browsers) and by downloading desktop software products, free of charge, for the Apple operating system (for Mac computers) and for the Microsoft operating system (for PC computers). When downloading Gix Media’s products, the users grant permission to Gix Media to refer the searches performed while using Gix Media’s products to the Search Engines.

 

In addition, Gix Media provides user traffic referral services to Search Engines through the referral of traffic of browsers who engage content generated by Gix Media. This content is displayed on ad spaces that are purchased by the Company by content recommendation companies (such as Yahoo!, Outbrain, Taboola and Gemini). When occasional users click on such content, Gix Media transfers user traffic to a Search Engine which contains search words that are related to the advertising content.

 

 

Content Platform

 

Cortex’s Content Platform produces engaging content and marketing material in various languages to various target audiences, in order to generate revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms. Cortex acts as a digital content platform that publishes content written by creative writers and editors which it employs. The content is displayed on several different content websites owned by Cortex, covering various subjects including culture, history, trips, pets, entertainment and leisure, food, etc. (the “Cortex Websites”). Cortex developed capabilities that enable it and its customers to profit from the original content which it publishes by advertising the content on leading international third-party websites and online ad platforms (the “Third Party Platforms”). Readers are exposed to the articles on the Third-Party Platforms and may choose to read them by clicking an ad, after which readers are directed automatically to the Cortex Websites where the content is posted.

 

The technological tools developed by Cortex allow businesses in the digital advertising market (Search Engines, ad exchanges, advertisers, content owners and brand owners) to earn more from their advertising campaigns and generate additional profit from their websites, both from its content and from its advertising.

 

Advertisers display ads on various platforms for potential customers (internet users and readers). In order to help maximize the effectiveness of advertising, Cortex developed different advertising systems and tools for content management, content distribution and campaigns and measurement of performance on the various platforms that display the content.

 

Recent Developments

 

Credit Facilities of the Company

 

2023 Loan Agreement

 

On November 15, 2023, Viewbix Ltd., the Company’s subsidiary (“Viewbix Israel”) entered into a Loan Agreement (the “2023 Loan”) with certain lenders (the “2023 Loan Lenders”) whereby the Lenders provided Viewbix Israel with loans in the aggregate amount of $480,000 (which sum may be increased to up to $1,000,000, at the discretion of the 2023 Loan Lenders). In accordance with the terms of the 2023 Loan, the principal amount bears an annual interest at a rate of 9% and shall be repaid over the course of two years following January 1, 2024. In the event that Viewbix Israel fails to repay a part or all of the loan amount (including the accrued interest) and subject to certain conditions, the outstanding loan amount may be converted, at each 2023 Loan Lender’s discretion, into shares of the Company’s Common Stock, at a price per share equal to the 30-day average of the closing bid price of the Common Stock, calculated as of such date the respective portion of the outstanding loan amount becomes repayable.

 

In connection with the 2023 Loan, the Company issued to each 2023 Loan Lender a warrant to purchase shares of Common Stock (the “2023 Warrants”), such that the number of shares of Common Stock underlying each 2023 Warrant will reflect (one-for-one) the number of dollars provided by each Lender as part of the principal amount. Each 2023 Warrant has an exercise price per share of Common Stock of $0.50 and will expire and cease to be exercisable on December 31, 2025. The 2023 Warrants were issued to the Lenders pursuant to Regulation S of the Securities Act of 1933, as amended (“Regulation S”).

 

June 2024 Facility Agreement

 

On July 22, 2024, we entered into an amended and restated facility agreement (the “June 2024 Facility Agreement”) for a $1 million (the “June 2024 Facility Loan Amount”) credit facility (the “June 2024 Credit Facility”) with the 2023 Loan Lenders and certain lenders set forth therein (the “June 2024 Lenders”) that amends and restates the prior facility agreement entered into on June 18, 2024 between the Company and the June 2024 Lenders (the “Prior June 2024 Facility Agreement”). In addition to the June 2024 Facility Loan Amount, the June 2024 Facility Agreement contemplates the inclusion of an additional $530,657 of outstanding debt owed by us to the June 2024 Lenders (the “June 2024 Prior Loan Amount”, and together with the June 2024 Facility Loan Amount, the “June 2024 Loan Amount”), which June 2024 Prior Loan Amount is entitled to certain rights under the June 2024 Credit Facility.

 

 

The term (the “June 2024 Facility Term”) of the June 2024 Credit Facility expires 12 months following the date of the June 2024 Facility Agreement (the “Initial Maturity Date”), provided that, if the effectiveness of an uplisting of our shares of common stock to a Nasdaq securities exchange (the “Uplist”) occurs prior to the Initial Maturity Date, the June 2024 Facility Term shall expire 12 months following the effective date of the Uplist. The June 2024 Facility Agreement sets forth a drawdown schedule as follows: (i) an aggregate of $350,000 was drawn down on the date of the Prior June 2024 Facility Agreement, (ii) an aggregate of $150,000 was drawn down upon the filing of the Registration Statement (as defined below) and (iii) an aggregate of $500,000 drawn down upon the effectiveness of the Uplist.

 

The June 2024 Credit Facility accrues interest at a rate of 12% per annum, and we will also pay such interest on the June 2024 Prior Loan Amount, which is equal to $183,679 (the “June 2024 Facility Interest”). The June 2024 Facility Interest was paid in advance for the first year of the June 2024 Facility in (i) shares of our common stock at a conversion rate of $0.25 for each U.S. dollar of June 2024 Facility Interest accrued on the respective June 2024 Loan Amount, equal to an aggregate of 734,716 shares of common stock (the “June 2024 Facility Shares”) and (b) a warrant to purchase a number of shares of common stock equal to the June 2024 Facility Shares (the “June 2024 Facility Warrant”).

 

Immediately following the effectiveness of the Uplist, (i) $662,957 of the June 2024 Loan Amount will convert into shares of common stock at a conversion rate equal to $0.25 per share of our common stock (the “June 2024 Convertible Stock”) and (ii) we will issue a warrant in substantially the same form and on substantially the same terms as a June 2024 Facility Warrant to purchase a number of shares of our common stock equal to the June 2024 Convertible Stock with an exercise price of $0.25 per share (the “June 2024 Conversion Warrant”, and (i) and (ii), collectively a “June 2024 Conversion Unit”). Such portion of the June 2024 Loan Amount that is not converted into a June 2024 Conversion Unit will remain outstanding and will not convert following the Uplist. For the duration of the June 2024 Facility Term of the June 2024 Credit Facility, the June 2024 Lenders may elect to convert such unconverted portion of the June 2024 Loan Amount into additional June 2024 Conversion Units or, upon the expiration of the June 2024 Facility Term, such unconverted portion of the June 2024 Loan Amount will be repaid in accordance with the terms of the June 2024 Facility Agreement.

 

The June 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock, subject to certain beneficial ownership limitations and price adjustments set forth therein, and will have a three-year term from the issuance date.

 

In addition and in connection with the June 2024 Credit Facility, we agreed to pay L.I.A. Pure Capital Ltd. (the “June 2024 Lead Lender”) a commission consisting of (i) 200,000 shares of common stock, (ii) a warrant in substantially the same form and on substantially the same terms as the June 2024 Facility Warrant to purchase 200,000 shares of common stock with an exercise price of $0.25 per share (the “June 2024 Lead Lender Warrant”) and (iii) a warrant to purchase 2,500,000 shares of common stock with an exercise price of $1.00 per share, representing an aggregate exercise amount of $2.5 million, subject to beneficial ownership limitations and adjustments (the “June 2024 Lead Lender Fee Warrant” and together with the June 2024 Lead Lender Warrant and the June 2024 Facility Warrants, the “June 2024 Warrants”).

 

The June 2024 Lead Lender Fee Warrants were immediately exercisable upon issuance and have a three-year term from the issuance date. Following the closing of the Private Placement (as defined below), the exercise price of the June 2024 Lead Lender Fee Warrant was adjusted to $0.118, which is the effective price per share of common stock in the Private Placement, or the June 2024 Lead Lender Fee Warrant Adjusted Exercise Price, and the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrant was also adjusted to a total 21,186,440 shares, or the June 2024 Lead Lender Fee Warrant Adjusted Shares, such that the product of the June 2024 Lead Lender Fee Warrant Adjusted Exercise Price and the June 2024 Lead Lender Fee Warrant Adjusted Shares is equal to an aggregate exercise amount of $2.5 million. The June 2024 Lead Lender Fee Warrant was recognized at fair value and as of September 30, 2024, was classified as additional paid-in capital on the Company’s condensed consolidated balance sheets (see also note 6.E to our interim condensed consolidated financial statements ended September 30,2024)

 

 

We undertook to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register, inter alia, the resale by the June 2024 Lenders of shares of common stock underlying the June 2024 Credit Facility, the June 2024 Warrants and the June 2024 Conversion Units, which we filed on July 31, 2024.

 

On September 13, 2024, we submitted an application to uplist to the Nasdaq. The timing of the uplisting process depends on a variety of factors, including, but not limited to, overall market conditions. No assurance can be given that our application will be approved or that a trading market will develop.

 

Private Placement

 

On July 3, 2024, we entered into a definitive securities purchase agreement (the “Purchase Agreement”) with a global investment firm (the “Lead Investor”) for the purchase and sale in a private placement (the “Private Placement”) of units (the “Units”) consisting of (i) 1,027,500 shares of our common stock (the “PIPE Shares”) and (ii) common stock purchase warrants (the “PIPE Warrants”) to purchase up to 1,541,250 shares of our common stock (the “PIPE Warrant Shares”) to the Lead Investor and other investors (collectively, the “Investors”) acceptable to the Lead Investor and us. The Private Placement closed on July 3, 2024. The purchase price per Unit was $0.25.

 

The PIPE Warrants are exercisable upon issuance at an exercise price of $0.25 per share, subject to certain adjustments and certain anti-dilution protection set forth therein, and will have a three-year term from the issuance date. In addition, the PIPE Warrants are subject to an automatic exercise provision in the event that our shares of common stock are approved for listing on the Nasdaq Capital Market.

 

The aggregate gross proceeds to us from the Private Placement were $256,875.

 

In connection with the Private Placement, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors. Pursuant to the Registration Rights Agreement, we are required to file a resale registration statement (the “PIPE Registration Statement”) with the SEC to register for resale of the PIPE Shares issued in the Private Placement and the PIPE Warrant Shares issuable upon exercise of the PIPE Warrants, within 30 days of the date of the Purchase Agreement, and to have such PIPE Registration Statement declared effective within 30 days following the filing date of the PIPE Registration Statement in the event the PIPE Registration Statement is not reviewed by the SEC, or 60 days following the filing date of the PIPE Registration Statement in the event the PIPE Registration Statement is reviewed by the SEC. We will be obligated to pay certain liquidated damages if we fail to file the PIPE Registration Statement when required, fail to cause the PIPE Registration Statement to be declared effective by the SEC when required, or if we fail to maintain the effectiveness of the PIPE Registration Statement. We filed the PIPE Registration Statement on July 31, 2024.

 

The Purchase Agreement and the Registration Rights Agreement also contain representations, warranties, indemnification and other provisions customary for transactions of this nature. In addition, pursuant to the Purchase Agreement, we agreed to abide by certain customary standstill restrictions for a period of 30 days following the effective date of the PIPE Registration Statement. In addition, while the PIPE Warrants are outstanding, the Investors shall not, and shall cause its affiliates to not enter into or effect, directly or indirectly, hedging transactions that establish a net short position. Upon the closing of the Private Placement, we reimbursed the Lead Investor $10,000 for actual and documented fees and expenses incurred. In addition, we paid a commission to the Lead Investor of (i) a cash fee of $12,844 and (ii) 51,375 shares of our common stock.

 

First July 2024 Facility Agreement

 

On July 22, 2024, we entered into an amended and restated facility agreement, as amended on July 25, 2024 (as amended, the “First July 2024 Facility Agreement”) for a $2.5 million (the “First July 2024 Facility Loan Amount”) credit facility (the “First July 2024 Credit Facility”) with a certain lender (the “First July 2024 Lender”) that amends and restates the prior facility agreement entered into on July 4, 2024 between the Company and the July 2024 Lender (the “Prior First July 2024 Facility Agreement”).

 

 

The First July 2024 Facility Loan Amount will remain available until the earliest to occur of (a)(i) its drawing down in full, (ii) the 36-month anniversary 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 shall be repaid to the First July 2024 Lender immediately thereafter.

 

The First July 2024 Facility Agreement sets forth a drawdown schedule as follows: (i) an aggregate of $50,000 was drawn down on the effective date of the Prior First July 2024 Facility Agreement, (ii) an aggregate of $50,000 shall be drawn down upon the effectiveness of the Uplist, and (iii) following the Uplist, an aggregate of $200,000 shall be drawn down on a quarterly basis until the First July 2024 Facility Loan Amount is exhausted.

 

The First July 2024 Credit Facility will accrue interest at a rate of 12% per annum (the “First July 2024 Facility Interest”). The First July 2024 Facility Interest was paid in advance for the first year of the First July 2024 Facility in (i) 1,200,000 shares of our common stock at a conversion rate of $0.25 for each U.S. dollar of First July 2024 Facility Interest accrued on the respective First July 2024 Facility Loan Amount, and (ii) 1,200,000 warrants to purchase a number of shares of our common stock at a conversion rate of $0.25 for each U.S. dollar of First July 2024 Facility Interest accrued on the respective First July 2024 Facility Loan Amount (the “First July 2024 Facility Warrants”). The First July 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock, subject to certain beneficial ownership limitations and price adjustments set forth therein, and will have a three-year term from the issuance date.

 

Immediately following the effectiveness of the Uplist, (i) $100,000 of the First July 2024 Facility Loan Amount will convert in shares of common stock at a conversion rate of $0.25 per share (such amount of shares converted, the “First July 2024 Convertible Stock”), and, (ii) we will issue a warrant to purchase such amount of First July 2024 Convertible Stock, with an exercise price of $0.25 per share (the “First July 2024 Conversion Warrant”, and together with the First July 2024 Convertible Stock, a “First July 2024 Conversion Unit”, and collectively the “First Uplist Conversion”). The remaining First July 2024 Facility Loan Amount outstanding and not converted following the First Uplist Conversion shall remain available for the duration of the First July 2024 Facility Term, whereby, upon the lapse of the First July 2024 Facility Term, such amount shall be repaid to such First July 2024 Lender.

 

In addition and in connection with the First July 2024 Credit Facility, we agreed to pay the First July 2024 Lender a one-time fee consisting of: (i) 500,000 shares of our common stock, representing five percent (5%) of the First July 2024 Facility Loan Amount at a conversion rate of $0.25 and (ii) a warrant to purchase 1,000,000 shares of our common stock with an exercise price of $0.25 per share (the “First July 2024 Facility Fee Warrant” and together with the First July 2024 Facility Warrants, the “First July 2024 Warrants).

 

We undertook to file a registration statement with the SEC to register, inter alia, the resale by the First July 2024 Lender of shares of common stock underlying the First July 2024 Credit Facility, the First July 2024 Warrants and the First July 2024 Conversion Units, which we filed on July 31, 2024.

 

Second July 2024 Facility Agreement

 

On July 28, 2024, we entered into a facility agreement (the “Second July 2024 Facility Agreement”) for a $3.0 million (the “Second July 2024 Facility Loan Amount”) credit facility (the “Second July 2024 Credit Facility”) with certain lenders (the “Second July 2024 Lenders”).

 

The Second July 2024 Facility Loan Amount will remain available until the earliest to occur of (a)(i) its drawing down in full, (ii) the 40-month anniversary of the 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 Term”). In the event the Second July 2024 Facility Term lapses, the Second July 2024 Facility Loan Amount shall be repaid to the Second July 2024 Lenders immediately thereafter.

 

 

The Second July 2024 Facility Agreement sets forth a drawdown schedule as follows: (i) an aggregate of $80,000 was drawn down on the effective date of the Second July 2024 Facility Agreement, (ii) an aggregate of $80,000 shall be drawn down upon the effectiveness of the Uplist, and (iii) following the Uplist, an aggregate of $80,000 shall be drawn down on a monthly basis until the Second July 2024 Facility Loan Amount is exhausted.

 

The Second July 2024 Credit Facility will accrue interest at a rate of 12% per annum (the “Second July 2024 Facility Interest”). The Second July 2024 Facility Interest was paid in advance for the first year of the Second July 2024 Facility in (i) 1,440,000 shares of our common stock at a conversion rate of $0.25 for each U.S. dollar of Second July 2024 Facility Interest accrued on the respective Second July 2024 Facility Loan Amount, and (ii) 1,440,000 warrants to purchase a number of shares of our common stock at a conversion rate of $0.25 for each U.S. dollar of Second July 2024 Facility Interest accrued on the respective Second July 2024 Facility Loan Amount (the “Second July 2024 Facility Warrants”). As of the second-year anniversary of the Second July 2024 Credit Facility, the Second July 2024 Facility Interest will be paid by us in cash to the Second July 2024 Lenders. The Second July 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock, subject to certain beneficial ownership limitations and price adjustments set forth therein, and will have a three-year term from the issuance date.

 

Immediately following the effectiveness of the Uplist, (i) $160,000 of the Second July 2024 Facility Loan Amount will convert in shares of common stock at a conversion rate of $0.25 per share (such amount of shares converted, the “Second July 2024 Convertible Stock”), and (ii) we will issue a warrant to purchase such amount of Second July 2024 Convertible Stock, with an exercise price of $0.25 per share (the “Second July 2024 Conversion Warrant”, and together with the Second July 2024 Convertible Stock, a “Second July 2024 Conversion Unit”, and collectively the “Second Uplist Conversion”). The remaining Second July 2024 Facility Loan Amount outstanding and not converted following the Second Uplist Conversion shall remain available for the duration of the Second July 2024 Facility Term, whereby, upon the lapse of the Second July 2024 Facility Term, such amount shall be repaid to such Second July 2024 Lender.

 

In addition and in connection with the Second July 2024 Credit Facility, we agreed to pay the Second July 2024 Lenders a one-time fee consisting of 600,000 shares of our common stock, representing five percent (5%) of the Second July 2024 Facility Loan Amount at a conversion rate of $0.25.

 

We undertook to file a registration statement with the SEC to register, inter alia, the resale by the Second July 2024 Lenders of shares of common stock underlying the Second July 2024 Credit Facility, the Second July 2024 Facility Warrants and the Second July 2024 Conversion Units, which we filed on July 31, 2024.

 

Securities Exchange Agreement

 

On July 31, 2024, we entered into an amended and restated securities exchange agreement, or the Securities Exchange Agreement, with Metagramm Software Ltd., or Metagramm, pursuant to which we agreed to issue to Metagramm 9.99% of our issued and outstanding capital stock on a post-closing basis in exchange for 19.99% of Metagramm’s issued and outstanding share capital on a post-closing basis. The transactions contemplated by the Securities Exchange Agreement are expected to close following the Uplist (as defined above), subject to satisfaction of customary closing conditions.

 

Services Agreements

 

On July 14, 2024 and July 25, 2024, we entered into consulting agreements (the “Consultant Agreements”) with certain consultants (the “Consultants”) pursuant to which the Consultants agreed to provide certain services to us. As partial compensation, we issued 480,000 shares of our common stock (the “Consultant Shares”) to the Consultants.

 

 

Amendment to Certificate of Incorporation

 

On July 15, 2024, the Company filed an Amendment to its Certificate of Incorporation (the “Amendment”) to effect a 1-for-4 reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock” and the “Reverse Stock Split”). The Amendment became effective upon filing, however the Reverse Stock Split is not yet in effect, and will be effectuated upon approval by FINRA. Upon the effectiveness of the Reverse Stock Split, every four (4) outstanding shares of the Company’s Common Stock will be converted into one (1) share of the Company’s Common Stock. The Reverse Stock Split will not change the par value of the Common Stock or the number of authorized shares of Common Stock, which is 490,000,000 shares of Common Stock. As a result of the Reverse Stock Split and upon its effectiveness, the number of shares of the Company’s Common Stock that may be purchased upon the exercise of outstanding warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion prices for these securities, will be ratably adjusted in accordance with their terms. All descriptions of our capital stock, including share amounts and per share amounts in this Quarterly Report, are presented before giving effect to the Reverse Stock Split.

 

Recent Developments Regarding Cortex

 

On October 13, 2021, Gix Media acquired 70% (on a fully diluted basis) of the share capital of Cortex (the “Cortex Acquisition”), an Israeli private company operating in the field of online media and advertising. In consideration for the Cortex Acquisition, Gix Media paid NIS 35 million in cash (approximately $11 million), out of which an amount of $0.5 million was deposited in trust for a period of 12 months from the closing date. The Cortex Acquisition also includes the obligation and right of Gix Media to acquire 30% of Cortex’s share capital in three equal tranches, each at the beginning of 2023, 2024 and 2025 (“Remaining Balance Shares”), such that following the acquisition of all of the Remaining Balance Shares, Gix Media will hold 100% of Cortex’s share capital on a fully diluted basis. On January 23, 2023, Gix Media purchased an additional 10% of Cortex’s share capital. In January 2024, Gix Media did not purchase an additional 10% of Cortex’s share capital, as Cortex did not meet certain Key Performance Indicators (KPIs), as conditioned in the definitive agreements of the Cortex Acquisition.

 

In connection with the acquisition of Cortex on October 13, 2021 (the “Cortex Acquisition”), Gix Media entered into a financing agreement with Bank Leumi Le Israel (“Leumi”), for the provision of a line of credit in the total amount of up to $3.5 million and a long-term loan totaling $6 million, which Gix Media used to finance the Cortex Acquisition (the “Financing Agreement”). On July 25, 2022, Gix Media and Leumi entered into an addendum to the Financing Agreement according to which Leumi will provide Gix Media with a loan of up to $1,500,000 to be withdrawn at the discretion of Gix Media by no later than January 31, 2023 (the “Additional Loan”). The Additional Loan was withdrawn in connection with the purchase of the additional 10% of Cortex’s share capital on January 17, 2023. On October 10, 2023, Gix Media and Leumi entered into a second addendum to the Financing Agreement (the “Second Addendum”), according to which, effective as of September 26, 2023, certain provisions, including among others, the conditions of the financial covenants contained therein and the interest rate quote, were amended according to the agreed terms between the parties.

 

In April 2024, the Company was informed by Cortex, that certain recent developments relating to publishers that are categorized by a number of programmatic advertisers as “Made for Advertising” (“MFA”) sites, including decisions made by leading media programmatic advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA, have materially affected Cortex’s business and operations. In connection with the foregoing, a significant customer of Cortex notified Cortex that in light of the foregoing changes relating to MFA that customer decided to stop advertising on Cortex’s Websites, which decision significantly and negatively impacted Cortex’s future revenue streams (the “Cortex Adverse Effect”). Upon receipt of this update, the Company’s board of directors convened a meeting to discuss the implications on the Company as well as potential measures to assist Cortex in mitigating any future economic harm to Cortex and the Company, including (inter alia), assisting with reducing operating expenses, helping identify new revenues sources for Cortex, participating in any negotiations with Cortex’s and Gix Media’s bank regarding the terms of its outstanding loans and business plans in an effort to provide additional liquidity and ensure continued compliance with Cortex’s and Gix Media’s obligations towards the bank, and assisting with fundraising prospects in debt or equity capital in order to help enable Cortex’s and Gix Media’s continued business and operations.

 

On July 13 2024, Gix Media and Leumi entered into a third addendum to the Financing Agreement according to which, inter alia, effective as of May 15, 2024 and until August 31, 2024: (i) the Company is obligated to transfer to Gix Media $600,000; (ii) a new covenant, measured by reference to positive EBTIDA was implemented; (iii) all payments due to the long-term bank loan from Leumi 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; (iv) a new $350,000 loan was granted to Gix Media on June 13, 2024, to be repaid until August 30, 2024, alongside the existing credit facility to Gix Media, which remains equal to 80% of Gix Media’s customer balance and (v) Gix Media is obligated to perform a reduction in expenses, including reduction in force.

 

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 $2,000,000 from the Company by no later than January 1, 2025, the existing credit facility to Gix Media shall 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 Financing Agreement and an additional loan in the amount of $160,000, 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 (see also note 6.B to our interim condensed consolidated financial statements ended September 30, 2024).

 

 

Reincorporation in Nevada

 

On September 27, 2023, our stockholders approved to grant to the board of directors the power to effect a reincorporation of the Company from the State of Delaware to the State of Nevada by way of a parent-subsidiary merger (the “Reincorporation”). The Reincorporation will be effected pursuant to an Agreement and Plan of Merger to be entered between the Company and Viewbix Inc., a soon to be formed wholly-owned subsidiary under the laws of the State of Nevada (the “Surviving Corporation”), which will provide that the Company, as parent in this transaction, will merge with and into the Surviving Corporation. Upon the consummation of the Reincorporation, the Company will cease its legal existence as a Delaware corporation, and the Surviving Corporation will continue the Company’s business as the surviving corporation under the name “Viewbix Inc.” succeeding to all of the Company’s rights, assets, liabilities and obligations, except that its affairs will cease to be governed by the Delaware General Corporation Law and will be subject to the Nevada Revised Statutes. In addition, as approved by our stockholders, upon completion of the Reincorporation, the Company will adopt an Articles of Incorporation and new bylaws under the Nevada Revised Statues, which will replace its current Certificate of Incorporation and Bylaws. As of the date of this Quarterly Report, our Board of Directors has not effected the Reincorporation. The Reincorporation remains subject to obtaining approval of a tax ruling from the Israeli Tax Authority and the approval of FINRA. We anticipate that the Reincorporation will take effect in the first quarter of 2025.

 

Corporate Information

 

We were incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”). On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc.

 

Our principal executive offices are located at: 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel and our telephone number is +972-73-391-2900. Our website address is www.viewbix.com. The information contained on, or that can be accessed through, our websites is not incorporated by reference into this prospectus and is intended for informational purposes only.

 

Results of Operations

 

Results of Operations During the Three Months Ended September 30, 2024 as Compared to the Three Months Ended September 30, 2023

 

Our revenues were $6,281 thousand for the three months ended September 30, 2024, compared to $15,715 thousand during the same period in the prior year.

 

 

Our revenues from the Content Platform (excluding inter-segment revenues) were $5,492 thousand for the three months ended September 30, 2024, a decrease of $4,582 as compared to 10,074 thousand during the same period in the prior year. The reason for the decrease during the three months ended September 30, 2024, is due to the Cortex Adverse Effect.

 

Our revenues from Gix Media’s Search Platform were $789 thousand for the three months ended September 30, 2024, a decrease of $4,852 as compared to $5,641 thousand during the same period in the prior year. The reasons for the decrease during the three months ended September 30, 2024, is due to: (1) decrease in the amount of search referrals conducted by users, provided by Gix Media to Search Engines, caused primarily by changes and updates to internet browsers’ technology, which have caused a decrease in revenues from the direct model, and (2) a decrease in the number of searches received from Gix Media’s third-party strategic partners in the indirect model mainly as a result of decrease in the credit lines received from third-party strategic partners.

 

Our traffic-acquisition and related costs were $5,145 thousand for the three months ended September 30, 2024, a decrease of $9,381 compared to $14,526 thousand during the same period in the prior year. The reason for the decrease in the three months ended September 30, 2024, is due to the decrease in revenues from both the Content and Search Platforms during the three months ended September 30, 2024, as mentioned above.

 

Our research and development expenses were $338 thousand for the three months ended September 30, 2024, as compared to $700 thousand during the same period in the prior year. The reason for the decrease in the three months ended September 30, 2024, is due to the expense reduction in both the Content and Search Platforms during the three months ended September 30, 2024, as compared to the same period in the prior year.

 

Our selling and marketing expenses decreased to $329 thousand for the three months ended September 30, 2024, as compared to $680 thousand during the same period in the prior year. The reason for the decrease in the three months ended September 30, 2024, is due to the expense reduction primarily in salaries in the Content Platforms during the three months ended September 30, 2024, as compared to the same period in the prior year.

 

Our general and administrative expenses were $435 thousand for the three months ended September 30, 2024, as compared to $727 thousand during the same period in the prior year. The reason for the decrease in the three months ended September 30, 2024, is due to the expense reduction primarily in salaries, rental and headquarters expenses in the three months ended September 30, 2024, as compared to the same period in the prior year.

 

Our depreciation and amortization expenses for the three months ended September 30, 2024, were $727 thousand as compared to $734 thousand during the same period in the prior year.

 

Our other expenses for the three months ended September 30, 2024, were $213 compared to $0 during the three months ended September 30, 2023. The increase in our other expenses during the three months ended September 30, 2024, is mainly due to professional expenses incurred in connection with the Company’s planned Uplist.

 

Our net financial income was $152 thousand for the three months ended September 30, 2024, compared to $260 thousand net financial expenses during the same period in the prior year. The reason for the decrease in our net financial expenses and an increase in our financial income during the three months ended September 30, 2024, is mainly due to financing income recorded due to accounting treatment of financial instruments, created and recorded as part of the Company’s credit facilities.

 

 

Our income tax benefit was $59 thousand for the three months ended September 30, 2024, as compared to a $131 thousand tax benefit during the same period in the prior year. The reason for the decrease during the three months ended September 30, 2024, is due to the fact that during the three months ended September 30, 2023, the Company recorded a loss before tax on income from the Content Platform, which retroactively decreased the income tax expenses recorded for the previous quarters.

 

Results of Operations During the Nine Months Ended September 30, 2024 as Compared to the Nine Months Ended September 30, 2023

 

Our revenues were $ 23,616 thousand for the nine months ended September 30, 2024, compared to $ 63,731 thousand during the same period in the prior year.

 

Our revenues from Cortex’s Content Platform (excluding inter-segment revenues) were $19,240 thousand for the nine months ended September 30, 2024, a decrease of $27,898 as compared to $47,138 thousand during the same period in the prior year. The reason for the decrease during the nine months ended September 30, 2024, is due to the Cortex Adverse Effect.

 

Our revenues from Gix Media’s Search Platform were $4,376 thousand for the nine months ended September 30, 2024, a decrease of $12,217 thousand as compared to $16,593 thousand during the same period in the prior year. The reasons for the decrease during the nine months ended September 30, 2024, is due to: (1) decrease in the amount of search referrals conducted by users, provided by Gix Media to Search Engines, caused primarily by changes and updates to internet browsers’ technology, which have caused a decrease in revenues from the direct model, and (2) a decrease in the number of searches received from Gix Media’s third-party strategic partners in the indirect model mainly as a result of decrease in the credit lines received from third-party strategic partners.

 

Our traffic-acquisition and related costs were $19,214 thousand for the nine months ended September 30, 2024, a decrease of $37,343 compared to $56,557 thousand during the same period in the prior year. The reason for the decrease in the nine months ended September 30, 2024, is due to the decrease in revenues from both the Content and Search Platforms during the three months ended September 30, 2024, as mentioned above.

 

Our research and development expenses were $1,600 thousand for the nine months ended September 30, 2024, compared to $ 2,213 thousand during the same period in the prior year. The reason for the decrease in the nine months ended September 30, 2024, is due to the reduction of expenses in the Search and Content Platform, primarily in salaries and technological services.

 

Our selling and marketing expenses were $1,440 thousand for the nine months ended September 30, 2024, which is a decrease of $678 thousand as compared to $2,118 thousand during the same period in the prior year. The reason for the decrease in the nine months ended September 30, 2024, is due to the expense reduction primarily in salaries in the Content and Search Platforms during the nine months ended September 30, 2024, as compared to the same period in the prior year.

 

Our general and administrative expenses were $1,737 thousand for the nine months ended September 30, 2024, compared to $2,119 thousand during the same period in the prior year. The reason for the decrease in the nine months ended September 30, 2024, is due to the Company’s expenses reduction primarily in salaries and professional services during the nine months ended September 30, 2024, as compared to the same period in the prior year.

 

Our depreciation and amortization expenses were $2,282 thousand for the nine months ended September 30, 2024, as compared to $2,202 thousand during the same period in the prior year.

 

A goodwill impairment loss of $4,739 thousand was recorded during the nine months ended September 30, 2024, compared to $0 during the nine months ended September 30, 2023. The total amount of goodwill impairment loss recognized by us, during the nine months ended September 30, 2024, was related to the Content Platform (see also note 5.B to our interim condensed consolidated financial statements ended September 30,2024).

 

 

Our net financial expenses were $2,755 thousand for the nine months ended September 30, 2024, compared to $691 thousand during the same period in the prior year. The reason for the increase during the nine months ended September 30, 2024, is mainly due to financing expenses recorded due to accounting treatment of financial instruments, created and recorded as part of the Company’ credit facilities and private placement.

 

Our income tax benefit was $82 thousand for the nine months ended September 30, 2024, as compared to $40 thousand income tax expenses during the same period in the prior year. The reason for the change during the nine months ended September 30, 2024, is due to the decrease in income before tax.

 

Liquidity and Capital Resources

 

As of September 30, 2024, we had current assets of $12,894 thousand, consisting of $1,405 thousand in cash and cash equivalents, $42 thousand restricted deposits, $6,091 thousand in accounts receivable, $1,433 thousand in other current assets and $3,923 thousand in a loan to our Parent Company.

 

As of September 30, 2024, we had non-current assets of $17,907 thousand, consisting of $83 thousand in deferred taxes, $36 thousand in property and equipment net, $10,273 thousand in intangible assets net and $7,515 thousand in goodwill.

 

As of September 30, 2024, we had $16,931 thousand in current liabilities consisting of $9,970 thousand in accounts payable, $834 thousand in other payables and $5,081 thousand in short term loans and current maturities of long-term loans, $290 thousand in derivative warrant liability and $756 thousand in short-term convertible loans.

 

As of September 30, 2024, we had $2,304 thousand in non-current liabilities consisting of $1,080 thousand long-term loans and $1,224 thousand in deferred taxes.

 

As of December 31, 2023, we had current assets of $17,805 thousand consisting of $1,774 thousand in cash and cash equivalents, $149 thousand in restricted deposits, $11,359 thousand in accounts receivable, $771 thousand in other current assets and $3,752 thousand in the loan to our Parent Company.

 

As of December 31, 2023, we had non-current assets of $25,477 thousand consisting of $147 thousand in deferred taxes, $397 thousand in operating lease right-of-use assets, $245 thousand in property and equipment net, $12,434 thousand in intangible assets net and $12,254 thousand in goodwill.

 

As of December 31, 2023, we had $19,773 thousand in current liabilities consisting of $12,359 thousand in accounts payable, $889 thousand in other payables, $6,440 thousand in short term loans and current maturities of a long-term loans and $85 thousand in operating lease liabilities.

 

As of December 31, 2023, we had $4,885 thousand in non-current liabilities consisting of $3,064 thousand long-term loans, $304 thousand in operating lease liabilities - long term and $1,517 thousand in deferred taxes.

 

We had a negative working capital of $4,037 thousand compared to a negative working capital of $1,968 thousand as of September 30, 2024, and December 31, 2023, respectively.

 

During the three months ended September 30, 2024, we had a positive cash flow from operating activities of $534 thousand, which was the result of $695 thousand in net loss, $332 thousand from positive adjustments to operating activities, and $897 thousands from positive changes in assets and liabilities items.

 

 

During the nine months ended September 30, 2024, we had positive cash flow from operating activities of $1,990 thousand, which was the result of $10,069 thousand in net loss, $9,093 thousand from positive adjustments to operating activities, and $2,966 thousands from positive changes in assets and liabilities items.

 

There are no limitations in the Company’s Amended and Restated Certificate of Incorporation on the Company’s ability to borrow funds or raise funds through the issuance of shares of its common stock to affect a business combination.

 

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

 

As of September 30, 2024, the Company has also provided several liens under Financing Agreement with Leumi in connection with the Cortex Acquisition, as follows: (1) a guarantee to Leumi of all of Gix Media’s obligations and undertakings to Leumi, unlimited in amount; (2) a subordination letter on behalf of the Company to Leumi; (3) a first ranking asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Company’s bank accounts.

 

According to the Financing Agreement, Gix Media undertook to meet financial covenant of positive EBITDA over the life of the loans. As of September 30, 2024, Gix Media is in compliance with the financial covenant in connection with the Financing Agreement.

 

Going Concern

 

The Company experienced a decrease in its revenues from the digital content and search segments, as a result of the Cortex Adverse Effect, a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers’ technology, which adversely impacted the Company’s ability to acquire traffic in the search segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the search segment, as a result of lack of availability of suppliers credit from such third party strategic partners. As a result of the foregoing, the Company’s operations were adversely affected.

 

The decline in revenues and other circumstances described above raise substantial doubts about the Company’s ability to continue as a going concern during the 12-month period following the issuance date of this Quarterly Report.

 

Management’s response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research and development, selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well as creation of new partnerships and other new income sources. In addition, the Company entered into facility agreements and a private placement agreement, through which it has raised capital. Additionally, the Company plans to effect the Uplist and submitted an application to the Nasdaq, after which, if the Uplist is successful, in accordance with the terms of the aforesaid private placement and facility agreements, the Company is expected to receive additional funds. Furthermore, the Company’s subsidiaries entered into an addendum to the loan agreement with Leumi pursuant to which loans repayments were deferred while short term credit lines with Leumi continued to be utilized. However, there is significant uncertainty as to whether the Company will further succeed in implementing its plans or be able to secure additional funds when needed.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required for smaller reporting companies.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of September 30, 2024, the Company’s chief executive officer and chief financial officer, conducted an evaluation (the “Evaluation”) regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon the Evaluation, as required by Rules 13a-15 or 15d-15, the Company’s chief executive officer and chief financial officer concluded that, and pursuant to the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), the Company’s disclosure controls and procedures were effective as of the end of September 30, 2024.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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, except as set forth below. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive 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 1A. RISK FACTORS

 

Our business faces many risks, a number of which are described under the caption “Risk Factors” in our Annual Report. Other than as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report. The risks described in our Annual Report and below may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our Annual Report or described below occurs, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our Annual Report and below, and the information contained under the caption “Forward-Looking Statements” and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities.

 

Our common stock may never be listed on a recognized national exchange

 

Our common stock trades on the OTCQB Pink Sheets. You should not assume that any effort to uplist the trading of our common stock to a recognized national exchange would be successful, or if successful, that compliance with the listing requirements of such recognized national exchange will be maintained, including but not limited to requirements associated with maintenance of a minimum net worth, minimum stock price, minimum number of shareholders, and ability to establish a sufficient number of market makers. A failure or inability to uplist the trading of our common stock to a recognized national exchange, or any failure to maintain compliance with the listing requirements of such recognized national exchange, may materially adversely affect our Company and the trading price of our common stock.

 

In addition, failure to uplist to a recognize national exchange may adversely impact our ability to finance our operations through investments, which may in turn may impact our ability to pay our obligations, including under our financing agreements, loan agreements and credit facilities, when they become due.

 

 

The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 

Unless and until our common stock is approved for listing on a recognized national exchange, many potential investors may be unwilling to purchase our common stock

 

Our common stock currently trades on the OTCQB Pink Sheets. Many funds and other potential investors are unable or unwilling to purchase stocks on the OTCQB Pink Sheets, being required or simply preferring to purchase stocks that have been approved for listing on a recognized national exchange, such as the Nasdaq or the NYSE. Recognizing this situation, on September 13, 2024, we submitted an application to uplist to the Nasdaq. The timing of the Nasdaq uplisting process will depend on a variety of factors, including, but not limited to, overall market conditions. No assurance can be given that our application will be approved or that a trading market will develop. Unless and until we successfully uplist, potential investor interest in our common stock may be muted, which may adversely affect our company and the trading price of our common stock. The foregoing risks may have a material adverse effect on our Company and the trading price of our common stock.

 

We may not be able to retain and attract programmatic advertisers, and the associated payments received from such programmatic advertisers’ ads on websites which have been categorized as “Made for Advertising” may be adversely affected.

 

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 negatively impacted Cortex’s business and operations. In connection with the foregoing, a significant customer of Cortex has decided to stop advertising on Cortex’s sites. Additional advertising customers of Cortex may opt to stop advertising on Cortex’s sites, which will impact Cortex’s, and as a result thereof, the Company’s current and future revenue streams and results of operations. The foregoing issues could lead to decreased advertiser interest in Cortex’s sites, potentially resulting in lower bids for ad space, and as a result thereof, lower revenues from Cortex’s business, and decrease in the Company’s results of operation.

 

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 Quarterly Report. In addition, and as a result of the decrease in the Company’s 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 Quarterly Report), when they become due is contingent upon obtaining additional financing.

 

In addition, during August 2024, we renegotiated the terms of the Financing Agreement and entered into the Fourth Addendum to the Financing Agreement. The availability of the credit facilities to Gix Media is subject to us successfully raising additional capital and depositing at least $2,000,000 with Gix Media. If the Company, Cortex 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.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

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

 

Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation of Viewbix Inc. (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed with the SEC on September 6, 2022)
3.2		Amended and Restated Bylaws of Viewbix Inc. (incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8-K, filed with the SEC on September 20, 2022)
3.3		Certificate of Amendment to Certificate of Incorporation filed July 15, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K, filed with the SEC on July 19, 2024)
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.INS*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

 

*	Filed herewith.
**	Furnished herewith.

 

 

SIGNATURES

 

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

 

	VIEWBIX INC.
	By:	/s/ Amihay Hadad
	Name:	Amihay Hadad
	Title:	Chief Executive Officer
Date: November 19, 2024		(Principal Executive Officer)

 

	By:	/s/ Shahar Marom
	Name:	Shahar Marom
	Title:	Chief Financial Officer
Date: November 19, 2024		(Principal Financial Officer)

 

 

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Amihay Hadad, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of Viewbix Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period end covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period end presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period end in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period end covered by this report based on such evaluation;

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 19, 2024
/s/ Amihay Hadad
Amihay Hadad
Chief Executive Officer (principal executive officer)

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of Viewbix Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period end covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period end presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period end in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period end covered by this report based on such evaluation;

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 19, 2024
/s/ Shahar Marom
Shahar Marom
Chief Financial Officer (principal financial and accounting officer)

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Viewbix Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Amihay Hadad, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Amihay Hadad
Amihay Hadad
Chief Executive Officer (principal executive officer)
Viewbix Inc.
November 19, 2024

 

 

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Viewbix Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shahar Marom, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Shahar Marom
Shahar Marom
Chief Financial Officer (principal financial and accounting officer)
Viewbix Inc.
November 19, 2024

 

 

v3.24.3

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 19, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-15746
Entity Registrant Name	VIEWBIX INC.
Entity Central Index Key	0000797542
Entity Tax Identification Number	68-0080601
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3 Hanehoshet St
Entity Address, Address Line Two	Building B, 7th floor
Entity Address, City or Town	Tel Aviv
Entity Address, Country	IL
Entity Address, Postal Zip Code	5268104
City Area Code	+972
Local Phone Number	73-391-2900
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		21,179,686

v3.24.3

Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 1,405	$ 1,774
Restricted deposits	42	149
Accounts receivable	6,091	11,359
Loan to parent company	3,923	3,752
Other current assets	1,433	771
Total current assets	12,894	17,805
NON-CURRENT ASSETS
Deferred taxes	83	147
Property and equipment, net	36	245
Operating lease right-of-use asset		397
Intangible assets, net	10,273	12,434
Goodwill	7,515	12,254
Total non-current assets	17,907	25,477
Total assets	30,801	43,282
CURRENT LIABILITIES
Accounts payable	9,970	12,359
Short-term loans	2,601	5,000
Current maturities of long-term loans	2,480	1,440
Embedded derivatives	290
Short-term convertible loans	756
Other payables	834	889
Operating lease liabilities - short term		85
Total current liabilities	16,931	19,773
NON-CURRENT LIABILITIES
Long-term loans, net of current maturities	1,080	3,064
Operating lease liabilities - long term		304
Deferred taxes	1,224	1,517
Total non-current liabilities	2,304	4,885
Commitments and Contingencies
SHAREHOLDERS’ EQUITY
Common stock of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 21,179,686 and 14,920,585 shares as of September 30, 2024, and December 31, 2023, respectively.	3	3
Additional paid-in capital	28,466	25,476
Accumulated deficit	(19,427)	(10,661)
Equity attributed to shareholders of Viewbix Inc.	9,042	14,818
Non-controlling interests	2,524	3,806
Total equity	11,566	18,624
Total liabilities and shareholders’ equity	$ 30,801	$ 43,282

v3.24.3

Interim Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	490,000,000	490,000,000
Common stock, shares issued	21,179,686	14,920,585
Common stock, shares outstanding	21,179,686	14,920,585

v3.24.3

Interim Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 6,281,000	$ 15,715,000	$ 23,616,000	$ 63,731,000
Costs and Expenses:
Traffic-acquisition and related costs	5,145,000	14,526,000	19,214,000	56,557,000
Research and development	338,000	700,000	1,600,000	2,213,000
Selling and marketing	329,000	680,000	1,440,000	2,118,000
General and administrative	435,000	727,000	1,737,000	2,119,000
Depreciation and amortization	727,000	734,000	2,282,000	2,202,000
Goodwill impairment			4,739,000
Other expenses	213,000
Operating loss	(906,000)	(1,652,000)	(7,396,000)	(1,478,000)
Financial expense (income), net	(152,000)	260,000	2,755,000	691,000
Loss before income taxes	(754,000)	(1,912,000)	(10,151,000)	(2,169,000)
Income tax expense (benefit)	(59,000)	(131,000)	(82,000)	40,000
Net loss	(695,000)	(1,781,000)	(10,069,000)	(2,209,000)
Less: net loss attributable to non-controlling interests	(105,000)	(271,000)	(1,303,000)	(178,000)
Net loss attributable to shareholders of Viewbix Inc.	$ (590,000)	$ (1,510,000)	$ (8,766,000)	$ (2,031,000)
Net income per share - Basic attributed to shareholders	$ (0.03)	$ (0.10)	$ (0.52)	$ (0.14)
Net income per share - Diluted attributed to shareholders	$ (0.03)	$ (0.10)	$ (0.52)	$ (0.14)
Weighted average number of shares - Basic	20,398,405	14,920,585	16,804,202	14,847,913
Weighted average number of shares - Diluted	20,398,405	14,920,585	16,804,202	14,847,913

v3.24.3

Interim Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]		Additional Paid-in Capital [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2022	$ 3		$ 25,350	$ (3,338)	$ 22,015	$ 7,884	$ 29,899
Balance, shares at Dec. 31, 2022	14,783,964
Net loss				(2,031)	(2,031)	(178)	(2,209)
Share-based compensation		[1]	82		82	11	93
Share-based compensation, shares	111,111
Issuance of shares upon RSUs vesting (see note 9.F)		[1]	25		25		25
Issuance of shares upon RSUs vesting (see note 9.F), shares	25,510
Transaction with non-controlling interests (see note 1.C)						(2,625)	(2,625)
Dividend declared to non-controlling interests						(153)	(153)
Balance at Sep. 30, 2023	$ 3		25,457	(5,369)	20,091	4,939	25,030
Balance, shares at Sep. 30, 2023	14,920,585
Balance at Jun. 30, 2023	$ 3		25,417	(3,859)	21,561	5,207	26,768
Balance, shares at Jun. 30, 2023	14,895,075
Net loss				(1,510)	(1,510)	(271)	(1,781)
Share-based compensation			15		15	3	18
Share-based compensation, shares
Issuance of shares upon RSUs vesting (see note 9.F)		[1]	25		25		25
Issuance of shares upon RSUs vesting (see note 9.F), shares	25,510
Balance at Sep. 30, 2023	$ 3		25,457	(5,369)	20,091	4,939	25,030
Balance, shares at Sep. 30, 2023	14,920,585
Balance at Dec. 31, 2023	$ 3		25,476	(10,661)	14,818	3,806	18,624
Balance, shares at Dec. 31, 2023	14,920,585
Net loss				(8,766)	(8,766)	(1,303)	(10,069)
Share-based compensation			12		12	21	33
Share-based compensation, shares
Issuance of shares upon RSUs vesting (see note 9.F)		[2]
Issuance of shares upon RSUs vesting (see note 9.F), shares	25,510
Issuance of shares to consultants (see note 9.A)		[2]	57		57		57
Issuance of shares to consultants, shares	480,000
Issuance of shares and warrants in connection with short-term loan and convertible loans (see notes 6, 9.A)		[2]	890		890		890
Issuance of shares and warrants in connection with issuance of debt and convertible debt (see 6.E), shares	4,674,716
Issuance of shares and warrants in connection with private placement (see note 9.B)		[2]	257		257		257
Issuance of shares and warrants in connection with issuance of debt and convertible debt (see 6.E), shares	1,027,500
Issuance costs in connection with private placement (see note 9.B)			(59)		(59)		(59)
Issuance costs in connection with private placement shares	51,375
Reclassification of derivative warrant liability to equity (see note 6.E)			1,833		1,833		1,833
Balance at Sep. 30, 2024	$ 3		28,466	(19,427)	9,042	2,524	11,566
Balance, shares at Sep. 30, 2024	21,179,686
Balance at Jun. 30, 2024	$ 3		25,905	(18,837)	7,071	2,625	9,696
Balance, shares at Jun. 30, 2024	15,855,301
Net loss				(590)	(590)	(105)	(695)
Share-based compensation						4	4
Issuance of shares upon RSUs vesting (see note 9.F)		[3]
Issuance of shares upon RSUs vesting (see note 9.F), shares	25,510
Issuance of shares to consultants (see note 9.A)		[3]	57		57		57
Issuance of shares to consultants, shares	480,000
Issuance of shares and warrants in connection with issuance of debt and convertible debt (see 6.E), shares	3,740,000
Issuance of shares and warrants in connection with private placement (see note 9.B)		[3]	20		20		20
Issuance of shares and warrants in connection with issuance of debt and convertible debt (see 6.E), shares	1,027,500
Issuance of shares and warrants in connection with convertible loans (see notes 6, 9.A)		[3]	710		710		710
Issuance costs in connection with private placement (see note 9.B)		[3]	(59)		(59)		(59)
Issuance of shares and warrants in connection with private placement, shares	51,375
Reclassification of derivative warrant liability to equity (see note 6.E)			1,833		1,833		1,833
Balance at Sep. 30, 2024	$ 3		$ 28,466	$ (19,427)	$ 9,042	$ 2,524	$ 11,566
Balance, shares at Sep. 30, 2024	21,179,686
[1] Represents an amount less than $1. [2] Represents an amount less than $1. [3] Represents an amount less than $1.

v3.24.3

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash flows from Operating Activities
Net loss	$ (695,000)		$ (1,781,000)	$ (10,069,000)	$ (2,209,000)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	727,000		734,000	2,282,000	2,202,000
Share-based compensation	61,000		43,000	90,000	118,000
Deferred taxes	(70,000)		(67,000)	(229,000)	(159,000)
Accrued interest, net	(30,000)		(7,000)	4,000	(13,000)
Interest income	(40,000)		(21,000)	(119,000)	(64,000)
Amortization of loan discount	29,000			44,000
Change in the fair value of financial assets at fair value through profit or loss	(375,000)			(375,000)
Amortization of deferred debt issuance costs (see note 6.E)	30,000			36,000
Goodwill Impairment (see note 5.B)		$ 4,739		4,739,000		$ 5,107,000
Equity based debt issuance costs (see note 6.E)				26,000
Loss from substantial debt terms modification (see note 6.D)				2,515,000
Loss on sale and disposal of property and equipment				72,000
Loss from termination of lease agreement				8,000
Changes in assets and liabilities items:
Decrease (increase) in accounts receivable	(18,000)		6,922,000	5,268,000	9,452,000
Decrease (increase) in other current assets	20,000		(114,000)	79,000	166,000
Decrease in operating lease right-of-use asset			23,000		67,000
Decrease in severance pay, net					(100,000)
Increase (decrease) in accounts payable	1,173,000		(5,603,000)	(2,346,000)	(8,040,000)
Increase in other payables	(278,000)		(374,000)	(35,000)	(592,000)
Decrease in operating lease liabilities			(31,000)		(89,000)
Net cash provided by (used in) operating activities	534,000		(276,000)	1,990,000	739,000
Cash flows from Investing Activities
Purchase of property and equipment			(3,000)		(13,000)
Net cash used in investing activities			(3,000)		(13,000)
Cash flows from Financing Activities
Cash paid to non-controlling interests (see note 1.C)					(2,625,000)
Receipt of short-term bank loans	3,235,000			4,985,000	1,200,000
Receipt of short-term convertible loans	280,000			630,000
Repayment of short-term bank loans	(3,006,000)			(7,717,000)	(200,000)
Repayment of short-term loan					(69,000)
Receipt of long-term bank loan (see note 6.B)					1,500,000
Repayment of long-term bank loans	(190,000)		(465,000)	(510,000)	(1,339,000)
Payment of dividend to non-controlling interests					(598,000)
Payment of dividend to shareholders (see note 9.E.1)					(130,000)
Increase in loan to parent company	(18,000)		(8,000)	(52,000)	(112,000)
Issuance of shares and warrants in connection with private placement (see note 9.B)	20,000			257,000
Issuance costs in connection with private placement (see note 9.B)	(59,000)			(59,000)
Net cash provided by (used in) financing activities	262,000		(473,000)	(2,466,000)	(2,373,000)
Increase (decrease) in cash and cash equivalents and restricted cash	796,000		(752,000)	(476,000)	(1,647,000)
Cash and cash equivalents and restricted cash at beginning of period	651,000		3,486,000	1,923,000	4,381,000	4,381,000
Cash and cash equivalents and restricted cash at end of period	1,447,000	$ 651,000	2,734,000	1,447,000	2,734,000	$ 1,923,000
Cash paid during the period
Taxes paid	34,000		63,000	114,000	575,000
Interest paid	173,000		252,000	562,000	696,000
Total Cash paid during the period	207,000		315,000	676,000	1,271,000
Substantial non-cash activities:
Deemed extinguishment and re-issuance of debt (note 6.D)				500,000
Termination of operating lease agreement (note 4)				$ 389,000

v3.24.3

GENERAL	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
GENERAL	NOTE 1: GENERAL   A. Organizational Background   Viewbix Inc. (formerly known as Virtual Crypto Technologies, Inc.) (the “Company”) was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”). On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc (“Zaxis”). In 2015 the Company changed its name to Emerald Medical Applications Corp., subsequent to which the Company, through its 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 Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. VCT Israel ceased its business operation in 2019 and prior to consummation of the Recapitalization Transaction. On January 27, 2020, VCT Israel was sold to a third party for NIS 50 thousand (approximately $13).   On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement” or the “Recapitalization Transaction”) with Gix Internet Ltd., a company organized under the laws of the State of Israel (“Gix” or “Parent Company’’), pursuant to which, Gix assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd., a company organized under the laws of the State of Israel (“Viewbix Israel”), to the Company in exchange for shares of the Company, which resulted in Viewbix Israel becoming a subsidiary of the Company. In connection with the Share Exchange Agreement, effective as of August 7, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc. 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 “Closing Date”) the Reorganization Transaction was consummated and as a result, all outstanding ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) were delivered to the Company in exchange for the Company’s shares of common stock, par value $0.0001 per share (“Common Stock”). As a result of the Reorganization Transaction, the former holders of Gix Media Shares, who previously held approximately 68% of the Company’s Common Stock, hold approximately 97% of the Company’s Common Stock, and Gix Media became a wholly owned subsidiary of the Company.     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 Ltd. were consolidated both by the Parent Company and Medigus Ltd. (the “Ultimate Parent”), before and after the Reorganization Transaction, the Reorganization Transaction was accounted for as a transaction between entities under common control. Accordingly, the financial information of the Company and Gix Media Ltd. is presented in these financial statements, for all periods presented, reflecting the historical cost of the Company and Gix Media Ltd., as it is reflected in the consolidated financial statements of the 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 Cortex Media Group Ltd. (“Cortex”), operate in the field of digital advertising. The Group has two main activities that are reported as separate operating segments: the search segment and the digital content segment.   The search segment develops a variety of technological software solutions, which perform automation, optimization, and monetization of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers. The search segment activity is conducted by Gix Media.   The digital content segment is engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, including Google, Facebook, Yahoo and Apple, by utilizing such content to obtain and route internet user traffic for its customers. The digital content segment activity is conducted by Cortex.   On January 23, 2023, Gix Media acquired an additional 10% of the share capital of Cortex, increasing its holdings to 80% in consideration for $2,625 (the “Subsequent Purchase”). The Subsequent Purchase was financed by Gix Media’s existing cash balances and by a long-term bank loan received on January 17, 2023, in the amount of $1,500 (see also note 6.B).   The Subsequent Purchase was recorded as a transaction with non-controlling interests in the Company’s statement of changes in shareholders equity for the nine months ended September 30, 2023.     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 1: GENERAL (Cont.)   D. Impact of the “Iron Swords” War on Israel   On October 7, 2023, following the brutal attacks on Israel by Hamas, a terrorist organization located in the Gaza Strip that infiltrated Israel’s southern border and conducted a series of attacks on civilian and military targets, Israel’s security cabinet declared war (the “War”). Following the commencement of the War, hostilities also intensified between Israel and Hezbollah, a terrorist organization located in Lebanon. This may escalate in the future into a greater regional conflict. The War led to a reduction of business activities in Israel, evacuation of residences located in the northern and southern borders of Israel, a significant call up of military reserves and lower availability of work force.   As the Group’s customers are mainly in the US and Europe, its operations, revenues, and profitability were indirectly affected due to recruitment of senior employees to military reserves for an extended period of time.   In January 2024, Gix Media and Cortex filed a request with the Israeli Tax Authority (the “ITA”) to receive compensation for the decrease in revenues related to the War. In April and May 2024, Gix Media and Cortex received a total of $337 from the ITA that were recorded as other income in the Company’s consolidated statement of operations for the nine months period ended September 30, 2024.   As of the date of these financial statements the war is still on going. Therefore, there is no assurance that future developments of the War will not have any impact for reasons beyond the Company’s control, such as expansion of the War to additional regions. The Company has business continuity procedures in place, and will continue to follow developments, assessing potential impact, if any, on the Company’s business, financials, and operations.   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 Cortex’s sites, as part of its policy decision to cease advertising on Made for Advertising (“MFA”) sites (the “Cortex Adverse Effect”). The Cortex Adverse Effect, which has materially affected Cortex’s business and operations, has occurred following certain recent developments relating to publishers that are categorized by a number of on-line advertisers as MFA, including decisions made by leading media on-line advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA. Due to the Cortex Adverse Effect and additional circumstances as explained in note 5.B, the Company recorded an impairment of $4,739 in the goodwill related to the digital content segment as of June 30, 2024.     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 1: GENERAL (Cont.)   F. Going Concern   During the second half of 2023 and the nine months ended September 30, 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 Company’s ability to acquire traffic in the search segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the search segment, as a result of lack of availability of suppliers credit from such third party strategic partners. As a result of the foregoing, during the nine months ended September 30, 2024, the Company recorded an operating loss of $7,396 compared to $1,478 in the nine months ended September 30, 2023. Additionally, the Company recorded a net loss of $10,069 during the nine months ended September 30, 2024, compared to $2,209 in the nine months ended September 30, 2023. As of September 30, 2024, the Company had cash and cash equivalents of $1,405, bank loans of $5,828 and accumulated deficit of $19,427.   The decline in revenues and other circumstances described above raise substantial doubts about the Company’s ability to continue as a going concern during the 12-month period following the issuance date of these financial statements.   Management’s response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research and development, selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well as creation of new partnerships and other new income sources. In addition, during the period from June to August 2024, the Company raised through a private placement and through three facility agreements with certain investors and lenders (see note 6) aggregate gross proceeds of $887. Additionally, the Company plans to uplist its shares of common stock to a national securities exchange (the “Uplist”), after which, in accordance with the terms of the aforesaid private placement and facility agreements, the company is expected to receive additional funds. Furthermore, the Company’s subsidiaries entered into an addendum to a loan agreement with Bank Leumi pursuant to which loans repayments were deferred while short term credit lines with Bank Leumi continued to be utilized. However, there is significant uncertainty as to whether the Company will further succeed to implement its plans or be able to secure additional funds when needed.   These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   A. Unaudited Interim Financial Statements   The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2023.   B. Principles of Consolidation   The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.   C. Use of estimates   The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, stock-based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates.   D. Derivative Financial Instruments   The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations.   E. Fair Value of Financial Instruments   Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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.   F. Significant Accounting Policies   The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements other than the significant accounting policies of derivative financial instruments and fair value of financial instruments (see notes 2.D and 2.E above).   G. Recent Accounting Pronouncements   Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s interim condensed consolidated financial statements.     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)

v3.24.3

LOAN TO PARENT COMPANY	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
LOAN TO PARENT COMPANY	NOTE 3: LOAN TO PARENT COMPANY  SCHEDULE OF LOAN FROM TO PARENT COMPANY     As of September 30 2024     As of December 31 2023                     Loan to Parent Company   $ 3,923     $ 3,752     The balance with the Parent Company represents a balance of an intercompany loan under a loan agreement signed between Gix Media and the Parent Company on March 22, 2020. The loan bears interest at a rate to be determined from time to time in accordance with Section 3(j) of the Income Tax Ordinance, new version, and the Income Tax Regulations (Determination of Interest Rate for the purposes of Section 3(j), 1986) or according to a market interest rate decision as agreed between the parties. The amount of the loan is in U.S. dollars. On March 20, 2024, the Company’s board of directors approved to extend the loan between Gix Media and the Parent Company by 6 months until July 1, 2024. All other terms and conditions of the loan remained unchanged.   For the nine months ended September 30, 2024 and 2023, Gix Media recognized interest income in the amount of $119 and $64, respectively.

v3.24.3

LEASES	9 Months Ended
	Sep. 30, 2024
Leases
LEASES	NOTE 4: LEASES   On February 25, 2021, Gix Media entered into a lease agreement for a new corporate office of 479 square meters in Ramat Gan, Israel, at a monthly rent fee of $10. The lease period is for 36 months (the “initial lease period”) with an option by the Company to extend 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 includes renewal options that it is reasonably certain to exercise in the measurement of the lease liabilities. In December 2023, the Company exercised the option to extend the lease period for an additional term of 24 months (from March 1, 2024, to February 28, 2026).   On June 20, 2024, Gix Media and the lessor of its offices entered into a lease termination agreement. According to the agreement, the lease, which originally had a termination date of February 28, 2026, terminated on June 30, 2024. In compensation for the lessor’s consent to early termination Gix Media paid to the lessor $7 in cash and $62 in office furniture and equipment, as per the carrying values of such assets on the Company’s books as of the early termination date.   As a result of the early termination of the agreement, the Company recorded a capital loss of $46 in other expenses in its statement of operations for the nine months period ended September 30, 2024.     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)

v3.24.3

GOODWILL AND INTANGIBLE ASSETS, NET	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS, NET	NOTE 5: 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, 2024     465       6,234       11,008       12,254       29,961   Additions     -       -       -       -       -   Impairment of goodwill     -       -       -       (4,739 )     (4,739 ) Balance as of September 30, 2024     465       6,234       11,008       7,515       25,222                                             Accumulated amortization:                                         Balance as of January 1, 2024     276       1,631       3,366       -       5,273   Amortization recognized during the period     115       668       1,378       -       2,161   Balance as of September 30, 2024     391       2,299       4,744       -       7,434                                             Amortized cost:                                         As of September 30, 2024     74       3,935       6,264       7,515       17,788         Internal-use Software     Customer Relations     Technology     Goodwill     Total   Cost:                                         Balance as of January 1, 2023     465       6,234       11,008       17,361       35,068   Cost, beginning balance     465       6,234       11,008       17,361       35,068                                             Additions     -       -       -       -       -   Impairment of goodwill     -       -       -       (5,107 )     (5,107 ) Balance as of December 31, 2023     465       6,234       11,008       12,254       29,961   Cost, ending balance     465       6,234       11,008       12,254       29,961                                             Accumulated amortization:                                         Balance as of January 1, 2023     122       741       1,531       -       2,394   Accumulated amortization, beginning balance     122       741       1,531       -       2,394                                             Amortization recognized during the year     154       890       1,835       -       2,879   Balance as of December 31, 2023     276       1,631       3,366       -       5,273   Accumulated amortization, ending balance     276       1,631       3,366       -       5,273                                             Amortized cost:                                         As of December 31, 2023     189       4,603       7,642       12,254       24,688   Amortized cost     189       4,603       7,642       12,254       24,688       VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 5: GOODWILL AND INTANGIBLE ASSETS, NET (Cont.)   B. Impairment of goodwill:   As of June 30, 2024, the Company identified indicators of impairment of the digital content reporting unit. As a result, the Company performed an impairment test which included a quantitative analysis of the fair value of the reporting unit. The fair value was estimated using the income approach, which is based on the present value of the future cash flows attributable to the reporting unit. The Company compared the fair value of the reporting unit to its carrying amount. As the carrying amount exceeded the fair value, the Company recognized an impairment loss of $4,739 which was driven mainly due to the Cortex Adverse Effect (see note 1.E) and due to a decrease in the cash flow projections.   As of December 31, 2023, the Company recognized an impairment loss of $5,107 related to the digital content reporting unit.

v3.24.3

LOANS	9 Months Ended
	Sep. 30, 2024
Receivables [Abstract]
LOANS	NOTE 6: LOANS   A. Composition of long-term and short-term loans and convertible loans of the Group:  SCHEDULE OF COMPOSITION OF BALANCE OF GROUP’S LOANS     Interest rate     As of September 30, 2024     As of December 31, 2023                       Short-term bank loan – Gix Media     SOFR + 4.60 %     893       3,500   Short-term bank loan – Gix Media (received on September 16, 2024)     SOFR + 4.60 %     350       -   Short-term bank loan – Gix Media (received on September 19, 2024)     SOFR + 4.60 %     75       -   Short-term bank loan – Cortex     SOFR + 4.35 %     950       1,500   Short-term bank loan     SOFR + 4.35 %     950       1,500   Long-term bank loan, including current maturity – Gix Media (received on October 13, 2021)     SOFR + 4.12 %     2,564       2,963   Long-term bank loan, including current maturity – Gix Media (received on January 17, 2023)     SOFR + 5.37 %     996       1,107   Long-term loan – Viewbix Israel     9 %     -       434   Long-term loan     9 %     -       434   Short-term loan - June 2024 Facility Agreement – Viewbix Inc     12 %     333       -   Short-term convertible loan - June 2024 Facility Agreement – Viewbix Inc     12 %     626       -   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 %     333       -                             Bank Loan             6,917       9,504       VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 6: LOANS (Cont.)   B. Gix Media’s Loan Agreement and short-term loans   On January 23, 2023, Gix Media acquired an additional 10% of Cortex’s capital shares which was financed by Gix Media’s existing cash balances and by a long-term bank loan received on January 17, 2023, in the amount of $1,500 to be repaid in 42 monthly payments at an annual interest rate of SOFR + 5.37%.   On June 13, 2024, Gix Media and Leumi entered into an addendum to an existing loan 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, 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 $350 loan was granted to Gix Media on June 13, 2024 which was repaid in full on August 30, 2024, alongside the existing credit facility to Gix Media, which remains equal to 80% of Gix Media’s customer balance (“Gix Media Credit Line”); (vi) Gix Media is obligated to perform a reduction in expenses, including reduction in force.   As of September 30, 2024, Gix Media has drawn $893 of the Gix Media Credit Line.   Effective as of August 30, 2024, Gix Media and Leumi entered into a fourth addendum to the Financing Agreement, pursuant to which, inter alia: (i) subject to the receipt of at least $2,000 from the Company by no later than January 1, 2025, the existing credit facility to Gix Media shall 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 bears an annual interest rate of SOFR + 4.60% and is to be repaid in one single payment on January 2, 2025.   On September 19, 2024, Gix Media received a short-term loan of $75. The loan bears an annual interest rate of SOFR + 4.60% and is to be repaid in monthly installments of $25 over a 3-month period from October to December 2024.   C. Cortex’s Loan Agreement:   On September 21, 2022, Cortex and Leumi entered into an addendum to an existing loan agreement between the parties, dated August 15, 2020 (“Cortex Loan Agreement”). As part of the addendum to the Cortex Loan Agreement, Leumi provided Cortex with a monthly renewable credit line of $1,500 (the “Cortex Credit Line”). The Cortex Credit Line is determined every month at the level of 70% of Cortex’s customers’ balance. The amounts that are drawn from the Cortex Credit Line bear an annual interest of SOFR + 3.52%.   On April 27, 2023, Leumi increased the Cortex Credit Line by $1,000. In September 2023, Cortex and Leumi entered into an additional addendum to the Cortex Loan Agreement, in which Leumi extended the Cortex Credit Line of $2,500 by one year which will expire on September 20, 2024. The amounts that are drawn from the Cortex Credit Line bear an annual interest of SOFR + 4.08%.   On May 27, 2024, Cortex and Leumi entered into an amendment to Cortex Loan Agreement, pursuant to which, the credit line to Cortex will be 80% of Cortex’s customer balance and up to $2,000.   On August 15, 2024, Cortex and Leumi entered into an additional amendment to Cortex’s Loan Agreement, pursuant to which, the credit line in the amount of $2,000 to Cortex will be extended until February 27, 2025 and bears an annual interest of SOFR + 4.35%.   As of September 30, 2024, Cortex has drawn $950 of the Cortex Credit Line.     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 6: LOANS (Cont.)   D. Long term loan and issuance of warrants:   On November 15, 2023, Viewbix Israel entered into a Loan Agreement (the “2023 Loan”) with certain lenders (the “Lenders”) whereby the Lenders provided Viewbix Israel with loans in the aggregate amount of $480. In connection with the 2023 Loan, the Company issued to each lender a warrant to purchase shares of common stock (the “2023 Warrants”). The 2023 Warrants are exercisable to 480,000 shares of common stock, at an exercise price of $0.50 per share and will expire and cease to be exercisable 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 6.E). These amendments represent a substantial modification in accordance with ASC Topic 470. Accordingly, the terms modification was accounted for as an extinguishment of the original financial liability and the initial recognition of new financial instruments issued at their fair value as of the effective date of the June 2024 Facility Agreement. As a result of the substantial modification of terms, the Company recognized finance expense of $2,515 in its interim condensed consolidated statement of operations for the nine months period ended September 30, 2024.   E. June 2024 Facility Agreement:   On June 18, 2024, the Company entered into a credit facility agreement which was amended and restated on July 22, 2024 (the “June 2024 Facility Agreement”) for a $1 million credit facility (the “June 2024 Facility Loan Amount”) with a group of lenders including L.I.A. Pure Capital Ltd (the “June 2024 Lead Lender”, and collectively, the “June 2024 Lenders”). In addition to the June 2024 Facility Loan Amount, the June 2024 Facility Agreement includes $531 of outstanding debt owed by the Company to the June 2024 Lenders (the “June 2024 Prior Loan Amount”, and together with the June 2024 Facility Loan Amount, the “June 2024 Loan Amount”).   The term (the “June 2024 Facility Term”) of the June 2024 Facility Agreement expires 12 months following the date of the June 2024 Facility Agreement (the “Initial Maturity Date”), provided that, if the effectiveness of an uplisting of the Company’s shares of common stock to a national securities exchange (the “Uplist”) occurs prior to the Initial Maturity Date, the June 2024 Facility Term will expire 12 months following the effective date of the Uplist. The June 2024 Facility Agreement sets forth a drawdown schedule as follows: (i) an aggregate amount of $350 was drawn down on the date of the Prior June 2024 Facility Agreement, (ii) an aggregate amount of $150 drawn down upon the filing of the Company’s PIPE Registration Statement (as defined in note 12.A) and (iii) an amount of $500 drawn down upon the effectiveness of the Uplist.   The June 2024 Facility Loan Amount accrues interest at a rate of 12% per annum, and the Company will also pay such interest on the June 2024 Prior Loan Amount, which is equal to $184 (the “June 2024 Facility Interest”). The June 2024 Facility Interest was paid in advance for the first year of the June 2024 Facility in (i) shares of the Company’s common stock at a conversion rate of $0.25 for each U.S. dollar of June 2024 Facility Interest accrued on the respective June 2024 Loan Amount, equal to an aggregate of 734,716 shares of common stock (the “June 2024 Facility Shares”) and (b) a warrant to purchase a number of shares of common stock equal to the June 2024 Facility Shares (the “June 2024 Facility Warrant”).     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 6: LOANS (Cont.)   E. June 2024 Facility Agreement (Cont.):   Immediately following the effectiveness of the Uplist, (i) $663 of the June 2024 Loan Amount will convert into shares of common stock at a conversion rate equal to $0.25 per share of the Company’s common stock (the “June 2024 Convertible Stock”) and (ii) the company will issue a warrant in substantially the same form and on substantially the same terms as a June 2024 Facility Warrant to purchase a number of shares of the Company’s common stock equal to the June 2024 Convertible Stock with an exercise price of $0.25 per share (the “June 2024 Conversion Warrant”, and (i) and (ii), collectively a “June 2024 Conversion Unit”). Such portion of the June 2024 Loan Amount that is not converted into a June 2024 Conversion Unit will remain outstanding and will not convert following the Uplist. For the duration of the June 2024 Facility Term of the June 2024 Facility Agreement, the June 2024 Lenders may elect to convert after the effectiveness of the Uplist such unconverted portion of the June 2024 Loan Amount into additional June 2024 Conversion Units or, upon the expiration of the June 2024 Facility Term, such unconverted portion of the June 2024 Loan Amount will be repaid in accordance with the terms of the June 2024 Facility Agreement.   The June 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock and will have a three-year term from the issuance date.   In addition and in connection with the June 2024 Facility Agreement, the Company agreed to pay the June 2024 Lead Lender a commission consisting of (i) 200,000 shares of common stock, (ii) a warrant in substantially the same form and on substantially the same terms as the June 2024 Facility Warrant to purchase 200,000 shares of common stock with an exercise price of $0.25 per share (the “June 2024 Lead Lender Warrant”) and (iii) a warrant to purchase 2,500,000 shares of common stock with an exercise price of $1.00 per share, representing an aggregate exercise amount of $2.5 million, subject to beneficial ownership limitations and adjustments (the “June 2024 Lead Lender Fee Warrant” and together with the June 2024 Lead Lender Warrant and the June 2024 Facility Warrants, the “June 2024 Warrants”).   In July 2024, following the closing of the Private Placement (as defined in note 9.B), the exercise price of the June 2024 Lead Lender Warrant was adjusted to $0.118, which is the effective price per share of common stock in the Private Placement, and the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrant was also adjusted to a total of 21,186,440 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 loan were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each cut-off date. The facility loan was initially recorded at its fair value and subsequently measured at cost. The shares and Warrants A issued as prepayment of interest and as commission to the 2024 Lead Lender were initially recognized at fair value and classified in equity.   The June 2024 Lead Lender Fee Warrants was initially recognized in fair value at the amount of $1,833 and classified as a liability measured at fair value at each cut-off date. Following the closing of the Private Placement and the adjustments made to the number of shares in the June 2024 Lead Lender Fee Warrants as part of the June 2024 Facility Agreement, the June 2024 Lead Lender Fee Warrants were reclassified as equity.     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 6: LOANS (Cont.)   F. First July 2024 Facility Agreement   On July 4, 2024, the Company entered into a credit facility agreement, as restated on July 22, 2024, and amended on July 25, 2024 (the “First July 2024 Facility Agreement”) for a $2.5 million (the “First July 2024 Facility Loan Amount”) with a certain lender (the “First July 2024 Lender”).   The First July 2024 Facility Loan Amount will remain available until the earliest of (a)(i) its drawing down in full, (ii) the 36-month anniversary of the First July 2024 Facility Agreement and (b) upon such date that the Company completes a $2.0 million financing transaction (the “First July 2024 Facility Term”). In the event the First July 2024 Facility Term lapses, the First July 2024 Facility Loan Amount will be repaid to the lender immediately.   The First July 2024 Facility Agreement sets forth a drawdown schedule as follows: (i) an aggregate of $50 was drawn down on July 4, 2024, (ii) an aggregate of $50 will be drawn down upon the effectiveness of the Uplist (see note 6.E), and (iii) following the Uplist, an aggregate of $200 will be drawn down on a quarterly basis until the First July 2024 Facility Loan Amount is exhausted.   The First July 2024 Facility Amount will accrue interest at a rate of 12% per annum. The interest for the first year was paid in advance in (i) 1,200,000 shares of the Company’s common stock at a conversion rate of $0.25, and (ii) 1,200,000 warrants to purchase such number of shares of the Company’s common stock at a conversion rate of $0.25 (the “First July 2024 Facility Warrants”). The First July 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock and will have a three-year term from the issuance date.   Immediately following the effectiveness of the Uplist, (i) $100 of the First July 2024 Facility Loan Amount will convert in shares of common stock at a conversion rate of $0.25 per share (such amount of shares converted, the “First July 2024 Convertible Stock”), and, (ii) the Company will issue a warrant to purchase such amount of First July 2024 Convertible Stock, with an exercise price of $0.25 per share (the “First July 2024 Conversion Warrant”). The remaining First July 2024 Facility Loan Amount outstanding and not converted following the Uplist will remain available for the duration of the First July 2024 Facility Term, whereby, upon the lapse of the First July 2024 Facility Term, such amount will be repaid to the First July 2024 Lender.   In addition, the Company agreed to pay the First July 2024 Lender a one-time fee consisting of: (i) 500,000 shares of the Company’s common stock, representing five percent (5%) of the First July 2024 Facility Loan Amount at a conversion rate of $0.25 and (ii) a warrant to purchase 1,000,000 shares of the Company’s common stock with an exercise price of $0.25 per share.   In connection with the First July 2024 Facility Agreement, the Company received a loan of $50 which was recorded as a short-term convertible loan. The fair value of this loan was substantially the same as the amount received. Warrants associated with the First July 2024 Facility Agreement were measured at fair value and recorded as equity.   As of September 30, 2024, the Company incurred deferred debt issuance costs of $375 which were recorded in other current assets in the Company’s Balance Sheet. These costs consisted of a one-time fee to the First July 2024 Lender, annual advance interest payment and other additional direct costs.      VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 6: LOANS (Cont.)   G. Second July 2024 Facility Agreement   On July 28, 2024, the Company entered into a credit facility agreement (the “Second July 2024 Facility Agreement”) for a $3.0 million (the “Second July 2024 Facility Loan Amount”) with certain lenders (the “Second July 2024 Lenders”).   The Second July 2024 Facility Loan Amount will remain available until the earliest of (a)(i) its drawing down in full, (ii) the 40-month anniversary of the 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 Term”). In the event the Second July 2024 Facility Term lapses, the Second July 2024 Facility Loan Amount will be repaid to the Second July 2024 Lenders immediately thereafter.   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 (i) 1,440,000 shares of the Company’s common stock at a conversion rate of $0.25, and (ii) 1,440,000 warrants to purchase such number of shares of the Company’s common stock at a conversion rate of $0.25 (the “Second July 2024 Facility Warrants”). the interest for the second year will be paid by the Company in cash. The Second July 2024 Facility Warrants are exercisable upon issuance at an exercise price of $0.25 per share of common stock and will have a three-year term from the issuance date.   Immediately following the effectiveness of the Uplist, (i) $160 of the Second July 2024 Facility Loan Amount will convert in shares of common stock at a conversion rate of $0.25 per share (such amount of shares converted, the “Second July 2024 Convertible Stock”), and, (ii) the Company will issue a warrant to purchase such amount of Second July 2024 Convertible Stock, with an exercise price of $0.25 per share (the “Second July 2024 Conversion Warrant”). The remaining Second July 2024 Facility Loan Amount outstanding and not converted following the Second Uplist Conversion will remain available for the duration of the Second July 2024 Facility Term, whereby, upon the lapse of the Second July 2024 Facility Term, such amount will be repaid to the Second July 2024 Lenders.   In addition, the Company agreed to pay the Second July 2024 Lenders a one-time fee consisting of 600,000 shares of the Company’s common stock, representing five percent (5%) of the Second July 2024 Facility Loan Amount at a conversion rate of $0.25.   In connection with the Second July 2024 Facility Agreement, the Company received a loan of $80 which was recorded as a short-term convertible loan. The fair value of this loan was substantially the same as the amount received. Warrants associated with the Second July 2024 Facility Agreement were measured at fair value and recorded as equity.   As of September 30, 2024, the Company incurred deferred debt issuance costs of $355 which were recorded in other current assets in the Company’s Balance Sheet. These costs consisted of a one-time fee to the Second July 2024 Lenders, annual advance interest payment and other additional direct costs.     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)

v3.24.3

FINANCIAL INSTRUMENTS AT FAIR VALUE	9 Months Ended
	Sep. 30, 2024
Investments, All Other Investments [Abstract]
FINANCIAL INSTRUMENTS AT FAIR VALUE	NOTE 7: FINANCIAL INSTRUMENTS AT FAIR VALUE   Financial instruments:   The Company has financial instruments measured at level 3 under the June 2024 Facility Agreement (see note 6.E).   The fair value of the financial instruments under the June 2024 Facility Agreement, as of June 18, 2024, was calculated using the following unobservable inputs: share price: $0.118, expected volatility: 125%, exercise price: $0.25, risk-free interest rate: 4.41%, expected life: 3.0 years.   The following table presents the level 3 financial liabilities - embedded derivatives roll-forward that were measured at fair value through profit or loss:  SCHEDULE OF FINANCIAL LIABILITIES     Embedded derivatives   Balance as of January 1, 2024     -   Embedded derivatives derived from June 2024 Facility Agreement     665   Changes at fair value recognized through profit or loss     (375 ) Balance as of September 30, 2024     290

v3.24.3

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8: COMMITMENTS AND CONTINGENCIES   Liens:   On September 19, 2022, as part of the Reorganization Transaction terms, the Company has provided several liens under Gix Media’s Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a guarantee to Bank Leumi of all of Gix Media’s obligations and undertakings to Bank Leumi unlimited in amount; (2) a subordination letter signed by the Company to Leumi Bank; (3) A first ranking all asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Company’s bank accounts.   Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a floating lien on Gix Media’s assets; (2) a lien on Gix Media’s bank account in Leumi; (3) a lien on Gix Media’s rights under the Cortex Transaction; (4) a fixed lien on Gix Media’s intellectual property; and (5) a lien on Gix Media’s full holdings in Cortex.   Gix Media restricted deposits in the amount of $8 as of September 30, 2024, are used as a security in respect of credit cards. Cortex has a restricted deposit in the amount of $34 as of September 30, 2024, is used as a security in respect of its leased offices.     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)

v3.24.3

SHAREHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 9: 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 May 18, 2023, the Company’s Board of Directors (the “Board”) approved to issue and grant 111,111 shares of restricted Common Stock (“Equity Grant”) to one of the Company’s directors (the “Director”). The Equity Grant was granted for consulting services provided to the Company by the Director, specifically in connection with securing favorable terms for a bank financing. The Company recorded a share-based compensation expense of $34 in general and administrative expenses in connection to the Equity Grant.   On June 18, 2024, as part of the June 2024 Facility Agreement the Company issued to June 2024 Lenders 934,716 shares of common stock and 934,716 warrants to purchase such number of shares of common stock with an exercise price of $0.25 per share. In addition, the Company issued to the June 2024 Lead Lender a warrant to purchase 2,500,000 shares of common stock with an exercise price of $1.00 per share, representing an aggregate exercise 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 1,700,000 shares of common stock and 2,200,000 warrants to purchase such number of shares of common stock with an exercise price of $0.25 per share.   On July 14, 2024 and July 25, 2024, the Company entered into consulting agreements with certain consultants (the “Consultants”) pursuant to which the Consultants agreed to provide certain services to the Company in connection with the Uplist (as defined in note 1.F). In consideration with the Consultants’ services, the Company issued to the Consultants 480,000 shares of common stock in July 2024. The Company recorded a share-based compensation expense of $57 in other expenses in connection with the issuance of shares to the Consultants.   On July 28, 2024, as part of the Second July 2024 Facility Agreement the Company issued to the Second July 2024 Lenders 2,040,000 shares of common stock and 1,440,000 warrants to purchase such number of shares of common stock with an exercise price of $0.25 per share.   B. Private Placement   On July 3, 2024, the Company entered into a definitive securities purchase agreement (the “Purchase Agreement”) with a certain investor (the “Lead Investor”) for the purchase and sale in a private placement (the “Private Placement”) of units consisting of (i) 1,027,500 shares of the Company’s common stock at a purchase price of $0.25 per share (the “PIPE Shares”) and (ii) common stock purchase warrants to purchase up to 1,541,250 shares of the Company’s common stock (the “PIPE Warrants”) to the Lead Investor and other investors (collectively, the “Investors”) acceptable to the Lead Investor and the Company.   The aggregate gross proceeds received by the Company from the Private Placement were $257, of which $237 received in June 2024 and the $20 remaining received in July 2024. The PIPE Warrants are exercisable upon issuance at an exercise price of $0.25 per share and will have a three-year term from the issuance date. In addition, the PIPE Warrants are subject to an automatic exercise provision in the event that the Company’s shares of common stock are approved for listing on the Nasdaq Capital Market.   Upon the closing of the Private Placement, the Company agreed to pay the Lead Investor: (1) $10 for actual and documented fees and expenses incurred and, (2) a commission consisting of (i) a cash fee of $13 and (ii) 51,375 shares of the Company’s common stock.   In July 2024, the Company issued 1,078,875 shares of common stock and 1,541,250 warrants in connection with the Private Placement. The Company incurred share issuance costs of $65 ($59 in cash and $6 in shares of common stock) which were recognized as a reduction of additional paid-in capital.     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 9: SHAREHOLDERS’ EQUITY (Cont.)   C. Warrants   The following table summarizes information of outstanding warrants as of September 30, 2024:  SCHEDULE OF OUTSTANDING WARRANTS     Warrants     Warrant Term   Exercise Price     Exercisable                           Class J Warrants     130,333     July 2029     13.44       130,333   Class K Warrants     130,333     July 2029     22.40       130,333   2023 Warrants (see note 6.D)     480,000     December 2025     0.50       480,000   June 2024 Facility Agreement Warrants (see note 6.E)     934,716     June 2027     0.25       934,716   June 2024 Lead Lender Fee Warrants (see note 6.E)     21,186,440     June 2027     0.118       21,186,440   First July 2024 Facility Warrants (see note 6.F)     2,200,000     July 2027     0.25       2,200,000   Second July 2024 Facility Warrants (see note 6.G)     1,440,000     July 2027     0.25       1,440,000   PIPE Warrants (see note 9.B)     1,541,250     July 2027     0.25       1,541,250     D. Reverse stock split   On July 15, 2024, the Company filed an amendment to its Certificate of Incorporation (the “Amendment”) to effect a 1-for-4 reverse stock split of the Company’s Common Stock. As of the issuance date of this interim condensed consolidated financial statements, the reverse stock split is not yet effective.   E. Securities Exchange Agreement   On July 31, 2024, the Company entered into a Securities Exchange Agreement, with Metagramm Software Ltd. (“Metagramm”) pursuant to which the Company agreed to issue to Metagramm 9.99% of its issued and outstanding share capital in exchange for 19.99% of Metagramm’s issued and outstanding share capital. As of the date of approval of these financial statements, the Securities Exchange Agreement has not yet closed, and no shares have been issued.   F. Share option plan   In 2017, after the completion of Gix Media’s acquisition by the Parent Company, the Parent Company granted options to Gix Media’s employees. These options entitle the employees to purchase ordinary shares of the Parent Company that are traded on Tel-Aviv Stock Exchange.   On March 2, 2023, the Board approved the adoption of the 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan permits the issuance of up to (i) 2,500,000 shares of Common Stock, plus (ii) an annual increase equal to the lesser of (A) 5% of the Company’s outstanding capital stock on the last day of the immediately preceding calendar year; and (B) such smaller amount as determined by the Board, provided that no more than 2,500,000 shares of Common Stock may be issued upon the exercise of Incentive Stock Options. If any outstanding awards expire, are canceled or are forfeited, the underlying shares would be available for future grants under the 2023 Plan. As of the date of approval of the financial statements, the Company had reserved 2,500,000 shares of Common Stock for issuance under the 2023 Plan.     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 9: SHAREHOLDERS’ EQUITY (Cont.)   F. Share option plan (Cont.)   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.   On July 20, 2023, the Company granted 51,020 restricted share units (the “RSUs”) under the 2023 Plan to Gix Media’s CEO, as part of his employment terms, (the “Grantee”) under the following terms and conditions: (1) 51,020 of Common Stock underlying the grant of RSUs (2) Vesting Commencement Date: July 1, 2023 (3) vesting schedule: 50% of the RSUs will vest immediately upon the Vesting Commencement Date (the “First Tranche”) and the remaining 50% of the RSUs will vest 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 25,510 shares of Common Stock to the Grantee. On July 1, 2024, upon the vesting of the Second Tranche, the Company issued 25,510 shares of Common Stock to the Grantee.   As of September 30, 2024 and December 31, 2023, the Company recorded a share-based compensation expense in general and administrative expenses of $38 and $12 in connection with the Grant.     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 9: SHAREHOLDERS’ EQUITY (Cont.)   G. Dividends   On September 14, 2022, Gix Media declared a dividend to its shareholders prior to the consummation of the Reorganization Transaction in the amount of $1,000, of which an amount of $83 was paid as tax to the Israeli Tax Authority. During 2022 Gix Media distributed an amount of $787 out of the remaining amount of $917, which an amount of $714 that was distributed to the Parent Company, was offset from the loan to Parent Company. The remaining amount of $130 was distributed by Gix Media in January 2023.   On December 25, 2022, Cortex declared a dividend in the total amount of $445 to the non-controlling interests. The amount was distributed by Cortex to non-controlling interests in two payments of $219 and $226 in February and March 2023, respectively.   No dividends were distributed during the nine-month period ending September 30, 2024.

v3.24.3

FINANCIAL EXPENSE, NET	9 Months Ended
	Sep. 30, 2024
Financial Expense Net
FINANCIAL EXPENSE, NET	NOTE 10: FINANCIAL EXPENSE, NET SCHEDULE OF FINANCIAL EXPENSE NET      2024     2023     2024     2023       For the nine months ended September 30,     For the three months ended September 30,       2024     2023     2024     2023   Financial expense (income):                                                                   Bank fees     64       59       20       26   Exchange rate differences     (7 )     16       42       (9 ) Interest expense on bank loans     548       682       142       245   Loss from substantial debt terms modification     2,515       -       -       -   Change in the fair value of financial assets at fair value through profit or loss     (375 )     -       (375 )     -   Interest income on loans from Parent Company     (119 )     (64 )     (40 )     (21 ) Amortization of deferred debt issuance costs     36       -       30       -   Amortization of loan discounts     43       -       29       -   Other     50       (2 )     -       19   Financial expense (income), net     2,755       691       (152 )     260       VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)

v3.24.3

SEGMENT REPORTING	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
SEGMENT REPORTING	NOTE 11: SEGMENT REPORTING   The Group operates in two different segments in such a way that each company in the Group operates as a separate business segment.   Search segment- the search segment develops a variety of technological software solutions, which perform automation, optimization and monetization of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers.   Digital content segment- the digital content segment is engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, including Google, Facebook, Yahoo and Apple, by utilizing such content to obtain internet user traffic for its customers.   The segments’ results include items that directly serve and/or are used by the segment’s business activity and are directly allocated to the segment. As such they do not include depreciation and amortization expenses for intangible assets created at the time of the purchase of those companies, financing expenses created for loans taken for the purpose of purchasing those companies and therefore these items are not allocated to the various segments.   Segments’ assets and liabilities are not reviewed by the Group’s chief operating decision maker and therefore were not reflected in the segment reporting.   Segments revenues and operating results:  SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS     Search segment     Digital content segment     Adjustments (See below)     Total       For the nine months ended September 30, 2024       Search segment     Digital content segment     Adjustments (See below)     Total                             Revenues from external customers     4,376       19,240       -       23,616   Inter segment revenues     -       183       (183 )     -   Total revenues     4,376       19,423       (183 )     23,616                                     Depreciation and amortization     -       -       2,282       2,282   Goodwill impairment     -       -       4,739       4,739   Segment operating income (loss)     1,053       (186 )     (8,263 )     (7,396 ) Financial expenses, net     (21 )     (131 )     (2,603 )(*)     (2,755 ) Segment income (loss), before income taxes     1,032       (317 )     (10,866 )     (10,151 )       Search segment     Digital content segment     Adjustments (See below)     Total       For the nine months ended September 30, 2023       Search segment     Digital content segment     Adjustments (See below)     Total                             Revenues from external customers     16,593       47,138       -       63,731   Depreciation and amortization     -       -       2,202       2,202   Segment operating income (loss)     1,053       796       (3,327 )     (1,478 ) Financial expenses, net     (89 )     (159 )     (443 )(**)     (691 ) Segment income (loss), before income taxes     964       637       (3,770 )     (2,169 )     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 11: SEGMENT REPORTING (Cont.)       Search segment     Digital content segment     Adjustments (See below)     Total       For the three months ended September 30, 2024       Search segment     Digital content segment     Adjustments (See below)     Total                             Revenues from external customers     789       5,492       -       6,281   Inter segment revenues     -       183       (183 )     -   Total revenues     789       5,675       (183 )     6,281                                     Depreciation and amortization     -       -       727       727   Segment operating income (loss)     335       13       (1,254 )     (906 ) Financial income (expenses), net     (11 )     (57 )     220 (*)     152   Segment income (loss), before income taxes     324       (44 )     (1,034 )     (754 )       Search segment     Digital content segment     Adjustments (See below)     Total       For the three months ended September 30, 2023       Search segment     Digital content segment     Adjustments (See below)     Total                             Revenues from external customers     5,641       10,074       -       15,715   Depreciation and amortization     -       -       734       734   Segment operating income (loss)     287       (868 )     (1,071 )     (1,652 ) Financial expenses, net     (8 )     (113 )     (139 )(**)     (260 ) Segment income (loss), before income taxes     279       (981 )     (1,210 )     (1,912 )     (*) Mainly consist of financial expenses from substantial debt terms modification loss, change in the fair value of financial assets and interest expenses on bank loans in connection with the Financing Agreement (see notes 6.B, 6.D, 6.E and 7).   (**) Mainly consist of interest expenses on bank loans in connection with the Financing Agreement (see note 6.A, 6.B).   The “adjustment” column for segment operating income includes unallocated selling, general, and administrative expenses and certain items which management excludes from segment results when evaluating segment performance, as follows:  SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS     For the nine months ended September 30, 2024     For the three months ended September 30, 2024                 Depreciation and amortization expenses not attributable to segments (***)     (2,282 )     (727 ) General and administrative not attributable to the segments (****)     (1,242 )     (527 ) Goodwill Impairment     (4,739 )     -         (8,263 )     (1,254 )     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 11: SEGMENT REPORTING (Cont.)       For the nine months ended September 30, 2023     For the three months ended September 30, 2023                 Depreciation and amortization expenses not attributable to segments (***)     (2,202 )     (734 ) General and administrative not attributable to the segments (****)     (1,125 )     (337 )       (3,327 )     (1,071 )     (*) Mainly consist of financial expenses from substantial debt terms modification loss, change in the fair value of financial assets and interest expenses on bank loans in connection with the Financing Agreement (see notes 6.B, 6.D, 6.E and 7).         (**) Mainly consist of interest expenses on bank loans in connection with the Financing Agreement (see note 6.A, 6.B).     (***) Mainly consist of technology and customer relations amortization costs from business combinations.         (****) Mainly consist of salary and related expenses and professional consulting expenses.

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Unaudited Interim Financial Statements	A. Unaudited Interim Financial Statements   The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2023.
Principles of Consolidation	B. Principles of Consolidation   The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of estimates	C. Use of estimates   The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, stock-based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates.
Derivative Financial Instruments	D. Derivative Financial Instruments   The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations.
Fair Value of Financial Instruments	E. Fair Value of Financial Instruments   Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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.
Significant Accounting Policies	F. Significant Accounting Policies   The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements other than the significant accounting policies of derivative financial instruments and fair value of financial instruments (see notes 2.D and 2.E above).
Recent Accounting Pronouncements	G. Recent Accounting Pronouncements   Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s interim condensed consolidated financial statements.

v3.24.3

LOAN TO PARENT COMPANY (Tables)	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
SCHEDULE OF LOAN FROM TO PARENT COMPANY	SCHEDULE OF LOAN FROM TO PARENT COMPANY     As of September 30 2024     As of December 31 2023                     Loan to Parent Company   $ 3,923     $ 3,752

v3.24.3

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS	SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS     Internal-use Software     Customer Relations     Technology     Goodwill     Total   Cost:                                         Balance as of January 1, 2024     465       6,234       11,008       12,254       29,961   Additions     -       -       -       -       -   Impairment of goodwill     -       -       -       (4,739 )     (4,739 ) Balance as of September 30, 2024     465       6,234       11,008       7,515       25,222                                             Accumulated amortization:                                         Balance as of January 1, 2024     276       1,631       3,366       -       5,273   Amortization recognized during the period     115       668       1,378       -       2,161   Balance as of September 30, 2024     391       2,299       4,744       -       7,434                                             Amortized cost:                                         As of September 30, 2024     74       3,935       6,264       7,515       17,788         Internal-use Software     Customer Relations     Technology     Goodwill     Total   Cost:                                         Balance as of January 1, 2023     465       6,234       11,008       17,361       35,068   Cost, beginning balance     465       6,234       11,008       17,361       35,068                                             Additions     -       -       -       -       -   Impairment of goodwill     -       -       -       (5,107 )     (5,107 ) Balance as of December 31, 2023     465       6,234       11,008       12,254       29,961   Cost, ending balance     465       6,234       11,008       12,254       29,961                                             Accumulated amortization:                                         Balance as of January 1, 2023     122       741       1,531       -       2,394   Accumulated amortization, beginning balance     122       741       1,531       -       2,394                                             Amortization recognized during the year     154       890       1,835       -       2,879   Balance as of December 31, 2023     276       1,631       3,366       -       5,273   Accumulated amortization, ending balance     276       1,631       3,366       -       5,273                                             Amortized cost:                                         As of December 31, 2023     189       4,603       7,642       12,254       24,688   Amortized cost     189       4,603       7,642       12,254       24,688

v3.24.3

LOANS (Tables)	9 Months Ended
	Sep. 30, 2024
Receivables [Abstract]
SCHEDULE OF COMPOSITION OF BALANCE OF GROUP’S LOANS	SCHEDULE OF COMPOSITION OF BALANCE OF GROUP’S LOANS     Interest rate     As of September 30, 2024     As of December 31, 2023                       Short-term bank loan – Gix Media     SOFR + 4.60 %     893       3,500   Short-term bank loan – Gix Media (received on September 16, 2024)     SOFR + 4.60 %     350       -   Short-term bank loan – Gix Media (received on September 19, 2024)     SOFR + 4.60 %     75       -   Short-term bank loan – Cortex     SOFR + 4.35 %     950       1,500   Short-term bank loan     SOFR + 4.35 %     950       1,500   Long-term bank loan, including current maturity – Gix Media (received on October 13, 2021)     SOFR + 4.12 %     2,564       2,963   Long-term bank loan, including current maturity – Gix Media (received on January 17, 2023)     SOFR + 5.37 %     996       1,107   Long-term loan – Viewbix Israel     9 %     -       434   Long-term loan     9 %     -       434   Short-term loan - June 2024 Facility Agreement – Viewbix Inc     12 %     333       -   Short-term convertible loan - June 2024 Facility Agreement – Viewbix Inc     12 %     626       -   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 %     333       -                             Bank Loan             6,917       9,504

v3.24.3

FINANCIAL INSTRUMENTS AT FAIR VALUE (Tables)	9 Months Ended
	Sep. 30, 2024
Investments, All Other Investments [Abstract]
SCHEDULE OF FINANCIAL LIABILITIES	The following table presents the level 3 financial liabilities - embedded derivatives roll-forward that were measured at fair value through profit or loss:  SCHEDULE OF FINANCIAL LIABILITIES     Embedded derivatives   Balance as of January 1, 2024     -   Embedded derivatives derived from June 2024 Facility Agreement     665   Changes at fair value recognized through profit or loss     (375 ) Balance as of September 30, 2024     290

v3.24.3

SHAREHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
SCHEDULE OF OUTSTANDING WARRANTS	The following table summarizes information of outstanding warrants as of September 30, 2024:  SCHEDULE OF OUTSTANDING WARRANTS     Warrants     Warrant Term   Exercise Price     Exercisable                           Class J Warrants     130,333     July 2029     13.44       130,333   Class K Warrants     130,333     July 2029     22.40       130,333   2023 Warrants (see note 6.D)     480,000     December 2025     0.50       480,000   June 2024 Facility Agreement Warrants (see note 6.E)     934,716     June 2027     0.25       934,716   June 2024 Lead Lender Fee Warrants (see note 6.E)     21,186,440     June 2027     0.118       21,186,440   First July 2024 Facility Warrants (see note 6.F)     2,200,000     July 2027     0.25       2,200,000   Second July 2024 Facility Warrants (see note 6.G)     1,440,000     July 2027     0.25       1,440,000   PIPE Warrants (see note 9.B)     1,541,250     July 2027     0.25       1,541,250

v3.24.3

FINANCIAL EXPENSE, NET (Tables)	9 Months Ended
	Sep. 30, 2024
Financial Expense Net
SCHEDULE OF FINANCIAL EXPENSE NET	SCHEDULE OF FINANCIAL EXPENSE NET      2024     2023     2024     2023       For the nine months ended September 30,     For the three months ended September 30,       2024     2023     2024     2023   Financial expense (income):                                                                   Bank fees     64       59       20       26   Exchange rate differences     (7 )     16       42       (9 ) Interest expense on bank loans     548       682       142       245   Loss from substantial debt terms modification     2,515       -       -       -   Change in the fair value of financial assets at fair value through profit or loss     (375 )     -       (375 )     -   Interest income on loans from Parent Company     (119 )     (64 )     (40 )     (21 ) Amortization of deferred debt issuance costs     36       -       30       -   Amortization of loan discounts     43       -       29       -   Other     50       (2 )     -       19   Financial expense (income), net     2,755       691       (152 )     260

v3.24.3

SEGMENT REPORTING (Tables)	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS	SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS     Search segment     Digital content segment     Adjustments (See below)     Total       For the nine months ended September 30, 2024       Search segment     Digital content segment     Adjustments (See below)     Total                             Revenues from external customers     4,376       19,240       -       23,616   Inter segment revenues     -       183       (183 )     -   Total revenues     4,376       19,423       (183 )     23,616                                     Depreciation and amortization     -       -       2,282       2,282   Goodwill impairment     -       -       4,739       4,739   Segment operating income (loss)     1,053       (186 )     (8,263 )     (7,396 ) Financial expenses, net     (21 )     (131 )     (2,603 )(*)     (2,755 ) Segment income (loss), before income taxes     1,032       (317 )     (10,866 )     (10,151 )       Search segment     Digital content segment     Adjustments (See below)     Total       For the nine months ended September 30, 2023       Search segment     Digital content segment     Adjustments (See below)     Total                             Revenues from external customers     16,593       47,138       -       63,731   Depreciation and amortization     -       -       2,202       2,202   Segment operating income (loss)     1,053       796       (3,327 )     (1,478 ) Financial expenses, net     (89 )     (159 )     (443 )(**)     (691 ) Segment income (loss), before income taxes     964       637       (3,770 )     (2,169 )     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 11: SEGMENT REPORTING (Cont.)       Search segment     Digital content segment     Adjustments (See below)     Total       For the three months ended September 30, 2024       Search segment     Digital content segment     Adjustments (See below)     Total                             Revenues from external customers     789       5,492       -       6,281   Inter segment revenues     -       183       (183 )     -   Total revenues     789       5,675       (183 )     6,281                                     Depreciation and amortization     -       -       727       727   Segment operating income (loss)     335       13       (1,254 )     (906 ) Financial income (expenses), net     (11 )     (57 )     220 (*)     152   Segment income (loss), before income taxes     324       (44 )     (1,034 )     (754 )       Search segment     Digital content segment     Adjustments (See below)     Total       For the three months ended September 30, 2023       Search segment     Digital content segment     Adjustments (See below)     Total                             Revenues from external customers     5,641       10,074       -       15,715   Depreciation and amortization     -       -       734       734   Segment operating income (loss)     287       (868 )     (1,071 )     (1,652 ) Financial expenses, net     (8 )     (113 )     (139 )(**)     (260 ) Segment income (loss), before income taxes     279       (981 )     (1,210 )     (1,912 )     (*) Mainly consist of financial expenses from substantial debt terms modification loss, change in the fair value of financial assets and interest expenses on bank loans in connection with the Financing Agreement (see notes 6.B, 6.D, 6.E and 7).   (**) Mainly consist of interest expenses on bank loans in connection with the Financing Agreement (see note 6.A, 6.B).
SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS	The “adjustment” column for segment operating income includes unallocated selling, general, and administrative expenses and certain items which management excludes from segment results when evaluating segment performance, as follows:  SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS     For the nine months ended September 30, 2024     For the three months ended September 30, 2024                 Depreciation and amortization expenses not attributable to segments (***)     (2,282 )     (727 ) General and administrative not attributable to the segments (****)     (1,242 )     (527 ) Goodwill Impairment     (4,739 )     -         (8,263 )     (1,254 )     VIEWBIX INC. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data)   NOTE 11: SEGMENT REPORTING (Cont.)       For the nine months ended September 30, 2023     For the three months ended September 30, 2023                 Depreciation and amortization expenses not attributable to segments (***)     (2,202 )     (734 ) General and administrative not attributable to the segments (****)     (1,125 )     (337 )       (3,327 )     (1,071 )     (*) Mainly consist of financial expenses from substantial debt terms modification loss, change in the fair value of financial assets and interest expenses on bank loans in connection with the Financing Agreement (see notes 6.B, 6.D, 6.E and 7).         (**) Mainly consist of interest expenses on bank loans in connection with the Financing Agreement (see note 6.A, 6.B).     (***) Mainly consist of technology and customer relations amortization costs from business combinations.         (****) Mainly consist of salary and related expenses and professional consulting expenses.

v3.24.3

GENERAL (Details Narrative) $ / shares in Units, ₪ in Thousands							1 Months Ended		3 Months Ended				9 Months Ended		12 Months Ended
	Jul. 15, 2024	Jan. 23, 2023 USD ($)	Sep. 19, 2022 $ / shares	Aug. 31, 2022	Jan. 27, 2020 USD ($)	Jan. 27, 2020 ILS (₪)	May 31, 2024 USD ($)	Apr. 30, 2024 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Aug. 31, 2024 USD ($)	Jun. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Aug. 30, 2024 USD ($)	Jun. 13, 2024 USD ($)	Jan. 17, 2023 USD ($)	Dec. 05, 2021	Feb. 07, 2019
Common stock, par value | $ / shares			$ 0.0001						$ 0.0001				$ 0.0001		$ 0.0001
Related party transaction description			As a result of the Reorganization Transaction, the former holders of Gix Media Shares, who previously held approximately 68% of the Company’s Common Stock, hold approximately 97% of the Company’s Common Stock, and Gix Media became a wholly owned subsidiary of the Company.
Reverse stock split	1-for-4			reverse stock split of its common stock at a ratio of 1-for-28
Other income							$ 337,000	$ 337,000
Goodwill impairment loss											$ 4,739		$ 4,739,000		$ 5,107,000
Operating loss									(906,000)			(1,652,000)	(7,396,000)	(1,478,000)
Net loss									(695,000)			$ (1,781,000)	(10,069,000)	$ (2,209,000)
Cash and cash equivalents									1,405,000				1,405,000		1,774,000
Bank loan									5,828,000				5,828,000
Accumulated deficit									$ (19,427,000)				$ (19,427,000)		$ (10,661,000)
Proceeds										$ 887,000
Cortex Media Group Ltd [Member]
Business acquire percentage		10.00%
Business consideration		$ 2,625,000
Gix Media Ltd [Member]
Ownership percentage		80.00%																	77.92%
Long-term bank loan																$ 160,000	$ 350,000	$ 1,500,000
Share Exchange Agreement [Member] | Gix Internet Ltd [Member]
Ownership percentage																				99.83%
Virtual Crypto Israel [Member]
Proceeds from sale					$ 13,000	₪ 50

v3.24.3

SCHEDULE OF LOAN FROM TO PARENT COMPANY (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
Loan to Parent Company	$ 3,923	$ 3,752

v3.24.3

LOAN TO PARENT COMPANY (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Related Party Transactions [Abstract]
Interest income	$ 119	$ 64

v3.24.3

LEASES (Details Narrative) $ in Thousands			9 Months Ended
	Sep. 30, 2024 USD ($)	Feb. 25, 2021 USD ($) ft²	Sep. 30, 2024 USD ($)
Lessor paid	$ 7
Lease paid for office	$ 62		$ 62
Capital loss			$ 46
Gix Media Ltd [Member]
Area of land | ft²		479
Operating lease base monthly rent		$ 10
Lease description		The lease period is 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
Rent fee discount		$ 67
Lease extended maturiy date		Feb. 28, 2026

v3.24.3

SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Cost, beginning balance				$ 29,961,000	$ 35,068,000	$ 35,068,000
Additions
Impairment of goodwill		$ (4,739)		(4,739,000)		(5,107,000)
Cost, ending balance	25,222,000			25,222,000		29,961,000
Accumulated amortization, beginning balance				5,273,000	2,394,000	2,394,000
Amortization recognized during the year				2,161,000		2,879,000
Accumulated amortization, ending balance	7,434,000			7,434,000		5,273,000
Amortized cost	17,788,000			17,788,000		24,688,000
Internal Software [Member]
Finite-Lived Intangible Assets [Line Items]
Cost, beginning balance				465,000	465,000	465,000
Additions
Impairment of goodwill
Cost, ending balance	465,000			465,000		465,000
Accumulated amortization, beginning balance				276,000	122,000	122,000
Amortization recognized during the year				115,000		154,000
Accumulated amortization, ending balance	391,000			391,000		276,000
Amortized cost	74,000			74,000		189,000
Customer Relations [Member]
Finite-Lived Intangible Assets [Line Items]
Cost, beginning balance				6,234,000	6,234,000	6,234,000
Additions
Impairment of goodwill
Cost, ending balance	6,234,000			6,234,000		6,234,000
Accumulated amortization, beginning balance				1,631,000	741,000	741,000
Amortization recognized during the year				668,000		890,000
Accumulated amortization, ending balance	2,299,000			2,299,000		1,631,000
Amortized cost	3,935,000			3,935,000		4,603,000
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Cost, beginning balance				11,008,000	11,008,000	11,008,000
Additions
Impairment of goodwill
Cost, ending balance	11,008,000			11,008,000		11,008,000
Accumulated amortization, beginning balance				3,366,000	1,531,000	1,531,000
Amortization recognized during the year				1,378,000		1,835,000
Accumulated amortization, ending balance	4,744,000			4,744,000		3,366,000
Amortized cost	6,264,000			6,264,000		7,642,000
Goodwill [Member]
Finite-Lived Intangible Assets [Line Items]
Cost, beginning balance				12,254,000	17,361,000	17,361,000
Additions
Impairment of goodwill				(4,739,000)		(5,107,000)
Cost, ending balance	7,515,000			7,515,000		12,254,000
Accumulated amortization, beginning balance
Amortization recognized during the year
Accumulated amortization, ending balance
Amortized cost	$ 7,515,000			$ 7,515,000		$ 12,254,000

v3.24.3

GOODWILL AND INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment		$ 4,739		$ 4,739,000		$ 5,107,000

v3.24.3

SCHEDULE OF COMPOSITION OF BALANCE OF GROUP’S LOANS (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Bank Loan	$ 6,917,000	$ 9,504,000
Gix Media Ltd [Member] | October 13, 2021 [Member]
Debt instrument description	SOFR + 4.12	SOFR + 4.12
Long-term loan	$ 2,564,000	$ 2,963,000
Gix Media Ltd [Member] | January 17 2023 [Member]
Debt instrument description	SOFR + 5.37	SOFR + 5.37
Long-term loan	$ 996,000	$ 1,107,000
Gix Media Ltd [Member] | Short Term Bank Loan [Member]
Bank Loan	$ 893,000	$ 3,500,000
Debt instrument description	SOFR + 4.60	SOFR + 4.60
Line of credit	$ 893
Gix Media Ltd One [Member] | Short Term Bank Loan [Member]
Bank Loan	$ 350,000
Debt instrument description	SOFR + 4.60	SOFR + 4.60
Gix Media Ltd Two [Member] | Short Term Bank Loan [Member]
Bank Loan	$ 75,000
Debt instrument description	SOFR + 4.60	SOFR + 4.60
Cortex Media Group Ltd [Member] | Short Term Bank Loan [Member]
Bank Loan	$ 950,000	$ 1,500,000
Debt instrument description	SOFR + 4.35	SOFR + 4.35
Viewbix Israel [Member] | Long Term Bank Loan [Member]
Long-term loan		$ 434,000
Debt instrument interest rate	9.00%	9.00%
Viewbix Inc [Member] | June Facility [Member]
Debt instrument interest rate	12.00%	12.00%
Line of credit	$ 333,000
Viewbix Inc [Member] | Convertible Loan June Facility [Member]
Debt instrument interest rate	12.00%	12.00%
Line of credit	$ 626,000
Viewbix Inc [Member] | Convertible Loan First July Facility [Member]
Debt instrument interest rate	12.00%	12.00%
Line of credit	$ 50,000
Viewbix Inc [Member] | Convertible Loan Second July Facility [Member]
Debt instrument interest rate	12.00%	12.00%
Line of credit	$ 80,000

v3.24.3

LOANS (Details Narrative) - USD ($)									1 Months Ended		9 Months Ended
	Sep. 19, 2024	Sep. 16, 2024	Aug. 15, 2024	Jul. 28, 2024	Jul. 04, 2024	Jun. 18, 2024	Jan. 17, 2023	Sep. 21, 2022	Jul. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Aug. 30, 2024	Jun. 13, 2024	May 27, 2024	Dec. 31, 2023	Nov. 15, 2023	Apr. 27, 2023	Jan. 23, 2023
Short-term loans											$ 2,601,000				$ 5,000,000
short term bank loan											6,917,000				9,504,000
Finance expense											2,515,000
June 2024 Lead Lender Warrant [Member]
Warrants to purchase shares									21,186,440
Exercise price						$ 1.00			$ 0.118
Shares issued						2,500,000
Warrants exercise amount						$ 2,500,000			$ 1,833,000
Warrants exercise amount									$ 2,500,000
Cortex's Loan Agreement [Member]
Debt instrument description								SOFR + 3.52		SOFR + 4.08
Line of credit facility, remaining borrowing capacity percentage														80.00%
Line of credit								$ 1,500,000		$ 2,500,000	$ 950,000			$ 2,000,000			$ 1,000,000
Debt instrument interest rate								70.00%
Debt instrument maturity date										Sep. 20, 2024
Cortex And Leumi Loan Agreement [Member]
Debt instrument description			SOFR + 4.35
Line of credit			$ 2,000,000
Debt instrument maturity date			Feb. 27, 2025
Loan Agreement [Member] | Viewbix Israel [Member]
Lenders provided loans in the aggregate amount																$ 480,000
2023 Warrant [Member] | Viewbix Israel [Member]
Warrants to purchase shares											480,000
Exercise price											$ 0.50
Warrants expire date											Dec. 31, 2025
June 2024 Facility Agreement [Member]
Line of credit						1,000,000
Exercise price											$ 0.25
Line of credit facility, outstanding debt owed						$ 531,000
Line of credit facility, expiration period						12 months
Line of credit facility, withdrawn amount description						(i) an aggregate amount of $350 was drawn down on the date of the Prior June 2024 Facility Agreement, (ii) an aggregate amount of $150 drawn down upon the filing of the Company’s PIPE Registration Statement (as defined in note 12.A) and (iii) an amount of $500 drawn down upon the effectiveness of the Uplist.
Accrued interest percentage						12.00%
Line of credit facility, interest accrued						$ 184,000
Conversion price						$ 0.25
Debt conversion, shares issued						734,716
June 2024 Facility Agreement [Member] | June 2024 Lead Lender Warrant [Member]
Warrants to purchase shares						2,500,000
Exercise price						$ 1.00
Warrants exercise amount						$ 2,500,000
June 2024 Facility Agreement [Member] | Warrant [Member]
Warrants to purchase shares						200,000
Exercise price						$ 0.25
Warrants term						3 years
June 2024 Facility Agreement [Member] | Common Stock [Member]
Shares issued						200,000
First July 2024 Facility Agreement [Member]
Line of credit					$ 2,500,000
Warrants to purchase shares					1,200,000
Exercise price					$ 0.25
Line of credit facility, withdrawn amount description					(i) an aggregate of $50 was drawn down on July 4, 2024, (ii) an aggregate of $50 will be drawn down upon the effectiveness of the Uplist (see note 6.E), and (iii) following the Uplist, an aggregate of $200 will be drawn down on a quarterly basis until the First July 2024 Facility Loan Amount is exhausted
Accrued interest percentage					12.00%
Conversion price					$ 0.25
Warrants term					3 years
Line of credit facility, financing transaction					$ 2,000,000.0
First July 2024 Facility Agreement [Member] | First July 2024 Lender [Member]
Warrants to purchase shares					1,000,000
Exercise price					$ 0.25
Conversion price					$ 0.25
Number of shares issued					500,000
Line of credit facility, one-time fee, percentage					5.00%
Received loan					$ 50,000
Deferred debt issuance costs					$ 375,000
First July 2024 Facility Agreement [Member] | Common Stock [Member]
Conversion price					$ 0.25
Number of shares issued					1,200,000
Second July 2024 Facility Agreement [Member]
Line of credit				$ 3,000,000.0
Warrants to purchase shares				1,440,000
Exercise price				$ 0.25
Accrued interest percentage				12.00%
Conversion price				$ 0.25
Warrants term				3 years
Line of credit facility, financing transaction				$ 2,500,000
Second July 2024 Facility Agreement [Member] | Second July 2024 Lenders [Member]
Conversion price				$ 0.25
Number of shares issued				600,000
Line of credit facility, one-time fee, percentage				5.00%
Received loan				$ 80,000
Deferred debt issuance costs				$ 355,000
Second July 2024 Facility Agreement [Member] | Common Stock [Member]
Conversion price				$ 0.25
Number of shares issued				1,440,000
June 2024 Convertible Stock [Member] | June 2024 Facility Agreement [Member]
Line of credit facility, interest accrued						$ 663,000
Conversion price						$ 0.25
First July 2024 Convertible Stock [Member] | First July 2024 Facility Agreement [Member]
Lenders provided loans in the aggregate amount					$ 100,000
Exercise price					$ 0.25
Conversion price					$ 0.25
Second July 2024 Convertible Stock [Member] | Second July 2024 Facility Agreement [Member]
Lenders provided loans in the aggregate amount				$ 160,000
Exercise price				$ 0.25
Conversion price				$ 0.25
Gix Media Ltd [Member] | Short Term Bank Loan [Member]
Line of credit											$ 893
short term bank loan											$ 893,000				$ 3,500,000
Gix Media Ltd [Member]
Long-term bank loan							$ 1,500,000					$ 160,000	$ 350,000
Debt instrument description	SOFR + 4.60	SOFR + 4.60					SOFR + 5.37
Transfer of long-term bank loan												$ 2,000,000	$ 600,000
Line of credit facility, remaining borrowing capacity percentage													80.00%
Short-term loans	$ 75,000	$ 350,000
short term bank loan		160,000
long term bank loans		190,000
short term bank loan		$ 350,000
Debt repayment description	to be repaid in monthly installments of $25 over a 3-month period from October to December 2024.	to be repaid in one single payment on January 2, 2025.
Cortex Media Group Ltd [Member]
Business acquire percentage																		10.00%

v3.24.3

SCHEDULE OF FINANCIAL LIABILITIES (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Platform Operator, Crypto Asset [Line Items]
Balance as of January 1, 2024
Embedded derivatives derived from June 2024 Facility Agreement	665
Changes at fair value recognized through profit or loss	(375)
Balance as of September 30, 2024	$ 290

v3.24.3

FINANCIAL INSTRUMENTS AT FAIR VALUE (Details Narrative)	Sep. 30, 2024 shares Segment
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative warrant liability | Segment	0.118
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative warrant liability	125
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative warrant liability | shares	0.25
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative warrant liability	4.41
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative warrant liability	3.0

v3.24.3

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Restricted deposit	$ 42	$ 149
Gix Media Ltd [Member]
Restricted deposit	8
Cortex Media Group Ltd [Member]
Restricted deposit	$ 34

v3.24.3

SCHEDULE OF OUTSTANDING WARRANTS (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
June 2024 Facility Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants	934,716
Warrant Term	June 2027
Exercise Price | $ / shares	$ 0.25
Exercisable	934,716
Class J Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants	130,333
Warrant Term	July 2029
Exercise Price | $ / shares	$ 13.44
Exercisable	130,333
Class K Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants	130,333
Warrant Term	July 2029
Exercise Price | $ / shares	$ 22.40
Exercisable	130,333
2023 Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants	480,000
Warrant Term	December 2025
Exercise Price | $ / shares	$ 0.50
Exercisable	480,000
July 2024 Lead Lender Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants	21,186,440
Warrant Term	June 2027
Exercise Price | $ / shares	$ 0.118
Exercisable	21,186,440
First July 2024 Facility Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants	2,200,000
Warrant Term	July 2027
Exercise Price | $ / shares	$ 0.25
Exercisable	2,200,000
Second July 2024 Facility Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants	1,440,000
Warrant Term	July 2027
Exercise Price | $ / shares	$ 0.25
Exercisable	1,440,000
PIPE Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants	1,541,250
Warrant Term	July 2027
Exercise Price | $ / shares	$ 0.25
Exercisable	1,541,250

v3.24.3

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands												1 Months Ended					3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 31, 2024	Jul. 25, 2024	Jul. 15, 2024	Jul. 04, 2024	Jul. 03, 2024	Jun. 18, 2024	Jul. 20, 2023	Jul. 01, 2023	May 18, 2023	Sep. 14, 2022	Aug. 31, 2022	Jul. 31, 2024	Jun. 30, 2024	Mar. 31, 2023	Feb. 28, 2023	Jan. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jul. 28, 2024	Mar. 02, 2023	Dec. 25, 2022
Common stock, voting rights																			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
Share based compensation																	$ 61	$ 43	$ 90	$ 118
Proceeds from private placement																	20		257
Reverse stock split			1-for-4								reverse stock split of its common stock at a ratio of 1-for-28
Dividends declared																						$ 917
Dividends non controling interest																				$ 598
Parent Company [Member]
Dividend distribution																						714
Israel Tax Authority [Member]
Income taxes paid										$ 83
Gix Media Ltd [Member]
Dividends declared										$ 1,000
Dividend distribution																$ 130						$ 787
Cortex Media Group Ltd [Member]
Dividends declared																									$ 445
Dividends non controling interest														$ 226	$ 219
Share-Based Payment Arrangement, Tranche One [Member]
Number of common shares issued								25,510
Share-Based Payment Arrangement, Tranche Two [Member]
Number of common shares issued								25,510
Restricted Stock Units (RSUs) [Member]
Shares, granted							51,020
Share based arrangement, description							(1) 51,020 of Common Stock underlying the grant of RSUs (2) Vesting Commencement Date: July 1, 2023 (3) vesting schedule: 50% of the RSUs will vest immediately upon the Vesting Commencement Date (the “First Tranche”) and the remaining 50% of the RSUs will vest 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”).
Restricted shares, granted							51,020
2023 Stock Incentive Plan [Member]
Number of share for issuance																								2,500,000
Outstanding capital stock percent																								5.00%
Common stock reserved for issuance																								2,500,000
Private Placement [Member]
Exercise price					$ 0.25
Number of warrants issued					1,541,250
Number of shares issued					1,027,500
Sale of stock, price per share					$ 0.25
Proceeds from private placement												$ 20	$ 237						$ 257
Warrant term					3 years
Private Placement [Member] | Investor [Member]
Number of shares issued					51,375
Actual and documented fees					$ 10
Cash fee					$ 13
First July 2024 Facility Agreement [Member]
Exercise price				$ 0.25
Number of warrants issued				1,200,000
Warrant term				3 years
Securities Exchange Agreement [Member] | Minimum [Member]
Issued and outstanding share capital, percentage	9.99%
Securities Exchange Agreement [Member] | Maximum [Member]
Issued and outstanding share capital, percentage	19.99%
June 2024 Lead Lender Warrant [Member]
Number of shares issued						2,500,000
Exercise price	$ 0.118					$ 1.00						$ 0.118
Warrants exercise amount						$ 2,500						$ 1,833
Number of warrants issued	21,186,440											21,186,440
Common Stock [Member]
Number of restricted stock shares																	25,510	25,510	25,510	25,510
Number of shares issued for services																	480,000		480,000
Common Stock [Member] | Private Placement [Member]
Number of shares issued	1,078,875											1,078,875
Issuance costs												$ 65
Stock issuance cost cash												59
Number of shares issued												$ 6
Common Stock [Member] | July 2024 Facility Agreement [Member]
Number of shares issued				1,700,000																			2,040,000
Exercise price				$ 0.25																			$ 0.25
Number of warrants issued				2,200,000																			1,440,000
Common Stock [Member] | First July 2024 Facility Agreement [Member]
Number of common shares issued				1,200,000
Warrant [Member] | Private Placement [Member]
Number of warrants issued	1,541,250											1,541,250
June 2024 Lenders [Member] | Common Stock [Member]
Number of shares issued						934,716
June 2024 Lenders [Member] | Warrant [Member]
Number of shares issued						934,716
Exercise price						$ 0.25
General and Administrative Expense [Member]
Share based compensation									$ 34										$ 38		$ 12
Board of Directors [Member]
Number of restricted stock shares									111,111
Consultants [Member] | First July 2024 Facility Agreement [Member]
Share based compensation												$ 57
Number of shares issued for services		480,000

v3.24.3

SCHEDULE OF FINANCIAL EXPENSE NET (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Financial Expense Net
Bank fees	$ 20	$ 26	$ 64	$ 59
Exchange rate differences	42	(9)	(7)	16
Interest expense on bank loans	142	245	548	682
Loss from substantial debt terms modification			2,515
Change in the fair value of financial assets at fair value through profit or loss	(375)		(375)
Interest income on loans from Parent Company	(40)	(21)	(119)	(64)
Amortization of deferred debt issuance costs	30		36
Amortization of loan discounts	29		43
Other		19	50	(2)
Financial expense (income), net	$ (152)	$ 260	$ 2,755	$ 691

v3.24.3

SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS (Details) - USD ($)	3 Months Ended					9 Months Ended				12 Months Ended
	Sep. 30, 2024		Jun. 30, 2024	Sep. 30, 2023		Sep. 30, 2024		Sep. 30, 2023		Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenues from external customers	$ 6,281,000			$ 15,715,000		$ 23,616,000		$ 63,731,000
Inter segment revenues
Total revenues	6,281,000			15,715,000		23,616,000		63,731,000
Depreciation and amortization	727,000			734,000		2,282,000		2,202,000
Goodwill impairment			$ 4,739			4,739,000				$ 5,107,000
Segment operating income (loss)	(906,000)			(1,652,000)		(7,396,000)		(1,478,000)
Financial expenses, net	152,000			(260,000)		(2,755,000)		(691,000)
Segment income (loss), before income taxes	(754,000)			(1,912,000)		(10,151,000)		(2,169,000)
Search Segment [Member]
Segment Reporting Information [Line Items]
Revenues from external customers	789,000			5,641,000		4,376,000		16,593,000
Inter segment revenues
Total revenues	789,000					4,376,000
Depreciation and amortization
Goodwill impairment
Segment operating income (loss)	335,000			287,000		1,053,000		1,053,000
Financial expenses, net	(11,000)			(8,000)		(21,000)		(89,000)
Segment income (loss), before income taxes	324,000			279,000		1,032,000		964,000
Digital Content Segment [Member]
Segment Reporting Information [Line Items]
Revenues from external customers	5,492,000			10,074,000		19,240,000		47,138,000
Inter segment revenues	183,000					183,000
Total revenues	5,675,000					19,423,000
Depreciation and amortization
Goodwill impairment
Segment operating income (loss)	13,000			(868,000)		(186,000)		796,000
Financial expenses, net	(57,000)			(113,000)		(131,000)		(159,000)
Segment income (loss), before income taxes	(44,000)			(981,000)		(317,000)		637,000
Adjustments [Member]
Segment Reporting Information [Line Items]
Revenues from external customers
Inter segment revenues	(183,000)					(183,000)
Total revenues	(183,000)					(183,000)
Depreciation and amortization	727,000			734,000		2,282,000		2,202,000
Goodwill impairment						4,739,000
Segment operating income (loss)	(1,254,000)			(1,071,000)		(8,263,000)		(3,327,000)
Financial expenses, net	220,000	[1]		(139,000)	[2]	(2,603,000)	[1]	(443,000)	[2]
Segment income (loss), before income taxes	$ (1,034,000)			$ (1,210,000)		$ (10,866,000)		$ (3,770,000)
[1] Mainly consist of financial expenses from substantial debt terms modification loss, change in the fair value of financial assets and interest expenses on bank loans in connection with the Financing Agreement (see notes 6.B, 6.D, 6.E and 7). [2] Mainly consist of interest expenses on bank loans in connection with the Financing Agreement (see note 6.A, 6.B).

v3.24.3

SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS (Details) - USD ($)		3 Months Ended			9 Months Ended		12 Months Ended
		Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Depreciation and amortization expenses not attributable to segments		$ 727,000		$ 734,000	$ 2,282,000	$ 2,202,000
General and administrative not attributable to the segments		435,000		727,000	1,737,000	2,119,000
Goodwill impairment			$ 4,739		4,739,000		$ 5,107,000
Total		(754,000)		(1,912,000)	(10,151,000)	(2,169,000)
Consolidation, Eliminations [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization expenses not attributable to segments	[1]	(727,000)		(734,000)	(2,282,000)	(2,202,000)
General and administrative not attributable to the segments	[2]	(527,000)		(337,000)	(1,242,000)	(1,125,000)
Goodwill impairment					(4,739,000)
Total		$ (1,254,000)		$ (1,071,000)	$ (8,263,000)	$ (3,327,000)
[1] Mainly consist of technology and customer relations amortization costs from business combinations. [2] Mainly consist of salary and related expenses and professional consulting expenses.

v3.24.3

SEGMENT REPORTING (Details Narrative)	9 Months Ended
	Sep. 30, 2024 Segment
Segment Reporting [Abstract]
Number of operating segments	2

---