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What changed in Viewbix Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Viewbix Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+578 added−331 removedSource: 10-K (2026-03-27) vs 10-K (2025-03-21)

Top changes in Viewbix Inc.'s 2025 10-K

578 paragraphs added · 331 removed · 148 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeCongress and various state legislative bodies concerning various data protection topics, including, privacy, children data, data brokers, which could affect us. Several federal laws such as the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act, the Children’s Online Privacy Protection Act (“COPPA”) or the Federal Trade Commission (“FTC”) Act could also be applicable to some of our activities.
Biggest changeSeveral federal laws such as the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act, the Children’s Online Privacy Protection Act (“COPPA”) or the Federal Trade Commission (“FTC”) Act could also be applicable to some of our activities. 14 The interpretation of data protection laws and related laws and regulations, and their application to the internet, is unclear and in a state of flux.
The GDPR requirements apply not only to third-party transactions, but also to transfers of data between us and our subsidiaries, including employee data and other forms of company data such as marketing data, CRM data, or candidate data. 29 Data privacy legislation restricts the cross-border transfer of personal data. Specifically, the GDPR, and the U.K.
The GDPR requirements apply not only to third-party transactions, but also to transfers of data between us and our subsidiaries, including employee data and other forms of company data such as marketing data, CRM data, or candidate data. Data privacy legislation restricts the cross-border transfer of personal data. Specifically, the GDPR, and the U.K.
To support our sales force, our team participates at industry conferences, invests in public relations, utilizes existing commercial relationships in order to build brand awareness and acquire new customers and creates meetings online and in-person with key industry players. Competition The competition in the digital advertising market is fierce.
To support our sales force, our team participates at industry conferences, invests in public relations, utilizes existing commercial relationships in order to build brand awareness and acquire new customers and creates meetings online and in-person with key industry players. 12 Competition The competition in the digital advertising market is fierce.
This system enables two main functions: ● Management and design of websites, including choosing the types of websites, defining texts, designing, and selecting images. ● Adoption of the website according to the functionality of each free software or browser add-on. 16 ● Landing Page and Companion Information Management System.
This system enables two main functions: ● Management and design of websites, including choosing the types of websites, defining texts, designing, and selecting images. ● Adoption of the website according to the functionality of each free software or browser add-on. ● Landing Page and Companion Information Management System.
Our employment agreements also include an undertaking of confidentiality and non-competition by our employees. The Company’s employees’ employment terms are generally subject to the terms and conditions of the compensation policy of Gix Internet, our parent company.
Our employment agreements also include an undertaking of confidentiality and non-competition by our employees. The Company’s employees’ employment terms are generally subject to the terms and conditions of the compensation policy of Gix Internet, our parent company. 22
The patent positions can be highly uncertain and involve complex and evolving legal and factual questions. 26 We also protect our proprietary technology and processes, in part, by confidentiality and invention assignment agreements with our employees, consultants, scientific advisors and other contractors. These agreements may be breached, and we may not have adequate remedies for any breach.
The patent positions can be highly uncertain and involve complex and evolving legal and factual questions. 13 We also protect our proprietary technology and processes, in part, by confidentiality and invention assignment agreements with our employees, consultants, scientific advisors and other contractors. These agreements may be breached, and we may not have adequate remedies for any breach.
In March 2020, an extension of the foregoing agreement was signed, whereby the term of the agreement was extended until October 26, 2023, was automatically renewed for an additional one year period until October 26, 2024, and will continue to be automatically renewed for additional one year periods, unless either party gives notice of non-renewal 90 days’ in advance.
In March 2020, an extension of the foregoing agreement was signed, whereby the term of the agreement was extended until October 26, 2023, was automatically renewed for an additional one year period until October 26, 2024, and will continue to be automatically renewed for additional one year periods, unless either party gives notice of non-renewal 90 days in advance.
None of our employees are members of a union or subject to the terms of a collective bargaining agreement. 30 We believe that our future success will depend, in part, on our continued ability to attract, hire and retain qualified personnel.
None of our employees are members of a union or subject to the terms of a collective bargaining agreement. 21 We believe that our future success will depend, in part, on our continued ability to attract, hire and retain qualified personnel.
During the years ended December 31, 2024 and December 31, 2023, the total R&D expenses of the Company in the Search Platform, through Gix Media, were $0.8 million and $1.5 million, respectively.
During the years ended December 31, 2025 and December 31, 2024, the total R&D expenses of the Company in the Search Platform, through Gix Media, were $0.1 million and $0.8 million, respectively.
The revenues generated by Gix Media from the Search Platform applying this model, constituted approximately 37% and 80% of the total revenues of Gix Media for the fiscal year-ended December 31, 2024 and December 31, 2023, respectively. Growth Strategy ● Growth through Mergers and Acquisitions.
The revenues generated by Gix Media from the Search Platform applying this model, constituted approximately 2% and 37% of the total revenues of Gix Media for the fiscal year-ended December 31, 2025 and December 31, 2024, respectively. Growth Strategy ● Growth through Mergers and Acquisitions.
Internet users download free browser add-ons, usually from browser stores. These browser add-ons enhance browser capabilities when activated by the user, and offer users services such as file converters, video players, radio players, games, safe internet usage, different designs of backgrounds, different calculators and more.
These browser add-ons enhance browser capabilities when activated by the user, and offer users services such as file converters, video players, radio players, games, safe internet usage, different designs of backgrounds, different calculators and more.
Of these employees or consultants, 3 are employed or engaged by Gix Media, 14 are employed or engaged by Cortex and 4 primarily perform general administrative, business development and financial consulting tasks for Viewbix, Gix Media or Cortex.
Of these employees or consultants, 2 are employed or engaged by Gix Media, 2 are employed or engaged by Metagramm and 14 are employed or engaged by Quantum, and 3 primarily perform general administrative, business development and financial consulting tasks for Viewbix, Gix Media, Metagramm or Quantum.
This system is an automated management interface based on a collection of logical commands that distributes the traffic routes from internet users to various Search Engines. This system predefines the desired country and the desired portion of traffic to be routed to that country.
This system is an automated management interface based on a collection of logical commands that distributes the traffic routes from internet users to various Search Engines.
This trend began with the California Consumer Privacy Act (“CCPA”) which came into force on 1 January 2020. Since then, several US states have passed similar privacy laws regulating the processing of personal data.
For example, in the United States various federal laws have been passed, imposing obligations regarding the processing of personal data. This trend began with the California Consumer Privacy Act (“CCPA”) which came into force on 1 January 2020. Since then, several US states have passed similar privacy laws regulating the processing of personal data.
We have advanced BI systems that improve constantly, which assist in distributing different products online, with a goal of maximum customization of the product to the end user. These BI systems were developed in-house by Gix Media and Cortex.
Marketing and Distribution We have a wide variety of products, and each product requires specific, tailor-made marketing and distribution models. We have advanced BI systems that improve constantly, which assist in distributing different products online, with a goal of maximum customization of the product to the end user. These BI systems were developed in-house by Gix Media.
These systems are based on predictive models that were developed by Gix Media. 15 ● Optimization systems . Gix Media developed systems which are used for the optimization of the appearance of the content displayed to users, including landing pages and the creation of landing pages. This system periodically analyzes and assesses the effectiveness of the content displayed to users.
Gix Media developed systems which are used for the optimization of the appearance of the content displayed to users, including landing pages and the creation of landing pages. This system periodically analyzes and assesses the effectiveness of the content displayed to users.
The monetization process of the “Search to Search” activities of Gix Media occurs through advertising on Search Engines, where the generated user traffic is directed to search result ads on other Search Engines’ result pages, creating a cycle of buying and selling search-based advertisements. of ad buying and selling. 14 Stage A: Search result ads purchased by Gix Media are displayed on a Search Engine’s result page. ○ Stage B: Search results are displayed to the user after the user clicked the ad content.
The monetization process of the “Search to Search” activities of Gix Media occurs through advertising on Search Engines, where the generated user traffic is directed to search result ads on other Search Engines’ result pages, creating a cycle of buying and selling search-based advertisements. of ad buying and selling.
We estimate that during the twelve months following the date of this Annual Report, we will invest a total amount of approximately $0.5 million in R&D expenses in the Search Platform, primarily to improve our existing services and technologies on this platform.
We estimate that during the twelve months following the date of this Annual Report, we will invest a total amount of approximately $4.3 million in R&D expenses in the Quantum business unit, primarily to enhance technologies in this unit as well as our existing services on the Search Platform.
We continue to identify attractive opportunities in the digital advertising market and examine different options to perform additional acquisitions. We will focus on companies that operate in emerging industries and which present considerable commercial potential.
We continue to identify attractive opportunities, such as our acquisition of Quantum, and examine different options to perform additional acquisitions. We will focus on companies that operate in emerging industries and which present considerable commercial potential.
Accordingly, we cannot be certain how existing laws will be interpreted or how they will evolve in areas such as user privacy, data protection, content, use of “cookies,” access changes, “net neutrality,” pricing, advertising, distribution of “spam,” intellectual property, distribution, protection of minors, consumer protection, taxation and online payment services. 27 For example, in the United States various federal laws have been passed, imposing obligations regarding the processing of personal data.
Accordingly, we cannot be certain how existing laws will be interpreted or how they will evolve in areas such as user privacy, data protection, content, use of “cookies,” access changes, “net neutrality,” pricing, advertising, distribution of “spam,” intellectual property, distribution, protection of minors, consumer protection, taxation and online payment services.
This system runs various platforms and includes modules for measurement of campaign performance, Business Intelligence (“BI”) tools, and general management of campaigns for different customers. The system enables optimization and automation of internet campaigns by data and recommendations provided by the BI system.
This system runs various platforms and includes modules for measurement of campaign performance, Business Intelligence (“BI”) tools, and general management of campaigns for different customers. The system enables optimization and automation of internet campaigns by data and recommendations provided by the BI system. These systems are based on predictive models that were developed by Gix Media. ● Optimization systems .
Threats could include potential data leaks, social engineering attacks, and decision-making based on manipulated information. Growing regulatory requirements for information security and data protection add to the challenge (whether related to privacy or data protection or not, such as those related to AI, data, or digital services). Moreover, attackers may leverage AI and exploit vulnerabilities in AI systems.
Growing regulatory requirements for information security and data protection add to the challenge (whether related to privacy or data protection or not, such as those related to AI, data, or digital services). Moreover, attackers may leverage AI and exploit vulnerabilities in AI systems.
As of the date of this Annual Report, the Company cannot estimate its size and positioning compared to its other competitors and its size in the ad search market.
As of the date of this Annual Report, the Company cannot estimate its size and positioning compared to its other competitors and its size in the ad search market. Our main competitors in this market include: Ironsource, Perion, FireArc, Spigot, IAC and AOL.
Some of our competitors are companies that are considerably bigger than the Company with considerably higher budgets, such as Google, Meta, and Microsoft. Since a major part of the Company’s revenues is generated from a supply of searches, the Company also competes with the providers of the Search Engines themselves, such as Google, Microsoft, IAC and Verizon Media.
Since a major part of the Company’s revenues is generated from a supply of searches, the Company also competes with the providers of the Search Engines themselves, such as Google, Microsoft, IAC and Verizon Media.
We compete with many companies that offer solutions for advertisers and website owners, including in the pillar of ad search and digital content, and with tools that allow internet users to change the default search settings on their browsers.
We compete with many companies that offer solutions for advertisers and website owners, including in the pillar of ad search, and with tools that allow internet users to change the default search settings on their browsers. There is a large number of ad search companies that offer services that are similar to those provided by us.
In 2025 we intend to focus on the expansion of our product range by the development and distribution of new products in attractive yet related sectors.
In 2026, we intend to focus on the expansion of our product range by the development and distribution of new products in attractive yet related sectors. In particular we intend to focus on new products for the Search to Search model and Indirect Model. ● Expansion of Quantum Business Unit.
Additionally, in the EU, the EU Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the ePrivacy or Cookie Directive, directs EU member states to ensure that accessing data on an internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the internet user has been informed about such access, and provided consent.
Notable recent initiatives include the Digital Operational Resilience Act (“DORA”) applicable as of 17 January 2025 or the Data Act, whose obligations will mostly be applicable from September 2025 onwards. 15 Additionally, in the EU, the EU Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the ePrivacy or Cookie Directive, directs EU member states to ensure that accessing data on an internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the internet user has been informed about such access, and provided consent.
The interpretation of data protection laws and related laws and regulations, and their application to the internet, is unclear and in a state of flux. There is a risk that these laws may be interpreted and applied in conflicting ways and in a manner that is not consistent with our current data protection or business practices.
There is a risk that these laws may be interpreted and applied in conflicting ways and in a manner that is not consistent with our current data protection or business practices.
In addition, in 2023, the Privacy Protection Regulations (Provisions Regarding Information Transferred to Israel from the European Economic Area), 2023 (“EU Regulations”) were enacted and consequently provide, in certain cases, additional rights to data subjects from the EEA and Israel. 28 Lack of compliance with the Israeli Privacy Protection Law could result in enforcement actions, litigation (including class actions), fines and penalties.
In addition, in 2023, the Privacy Protection Regulations (Provisions Regarding Information Transferred to Israel from the European Economic Area), 2023 (“EU Regulations”) were enacted and consequently provide, in certain cases, additional rights to data subjects from the EEA and Israel.
The BI system allows us to have real time control over critical events occurring on our systems by sending alerts directly to our employees with the relevant information, including assistance to customers in purchasing media, reports about malfunctions and the discovery of any irregular online behavior.
The presentation tool that we use is Sisense, a popular BI platform, which is a tool used by leading companies in the industry around the world and ranked highly by the Gartner Company. 10 The BI system allows us to have real time control over critical events occurring on our systems by sending alerts directly to our employees with the relevant information, including assistance to customers in purchasing media, reports about malfunctions and the discovery of any irregular online behavior.
Material amendment to the Israeli Privacy Protection Law was approved by the Israeli Parliament in August 2024 and will take effect on August 14, 2025 (“Amendment 13”).
Lack of compliance with the Israeli Privacy Protection Law could result in enforcement actions, litigation (including class actions), fines and penalties. Material amendment to the Israeli Privacy Protection Law was approved by the Israeli Parliament in August 2024 and will take effect on August 14, 2025 (“Amendment 13”).
As further guidance is issued and interpretation of both the DSA and the DMA evolves, it is difficult to assess the impact of the DSA and DMA on our business or operations, but, to the extent applicable, it may require us to modify our practices and policies and we could incur substantial costs as a result.
As further guidance is issued and interpretation of both the DSA and the DMA evolves, it is difficult to assess the impact of the DSA and DMA on our business or operations, but, to the extent applicable, it may require us to modify our practices and policies and we could incur substantial costs as a result. 16 Because our services are accessible worldwide, certain foreign jurisdictions may claim that we are required to comply with their laws, including in jurisdictions where we have no local entity, employees or infrastructure.
Gix Media has generated revenues of approximately $4.4 million from the Gix Major Customer, constituting approximately 88% of the total revenues of Gix Media during the year ended December 31, 2024. Our relationship with this Gix Major Customer originated in 2013 upon the signing of an exclusive cooperation agreement, which is extended from time to time.
Our relationship with this Gix Major Customer originated in 2013 upon the signing of an exclusive cooperation agreement, which is extended from time to time.
Customers Search Platform As of the date of this Annual Report, the customers of Gix Media in the Search Platform are Search Engines. These Search Engines engage with their customers who are different advertisers, in advertising and promotion agreements. Gix Media engages with Search Engines according to customary industry conditions, through either the direct business model or indirect business model.
This system predefines the desired country and the desired portion of traffic to be routed to that country. 11 Customers Search Platform As of the date of this Annual Report, the customers of Gix Media in the Search Platform are Search Engines. These Search Engines engage with their customers who are different advertisers, in advertising and promotion agreements.
When purchasing these search result ads, we receive assistance from Search Ads, a system that we developed for the purpose of managing the purchase process.
Stage A: Search result ads purchased by Gix Media are displayed on a Search Engine’s result page. 9 ○ Stage B: Search results are displayed to the user after the user clicked the ad content. When purchasing these search result ads, we receive assistance from Search Ads, a system that we developed for the purpose of managing the purchase process.
The average distribution of the revenue sharing between Gix Media and Search Engines is between 70% -80% (in favor of Gix Media). As of December 31, 2024, Gix Media has one major customer, a reputable international Search Engine (“Gix Major Customer”).
As of December 31, 2025, Gix Media has one major customer, a reputable international Search Engine (“Gix Major Customer”). Gix Media has generated revenues of approximately $1.2 million from the Gix Major Customer, constituting approximately 81% of the total revenues of Gix Media during the year ended December 31, 2025.
There is a large number of digital content companies and ad search companies that offer services that are similar to those provided by us. Our products compete on limited budgets of advertisers and on an inventory of ad spaces from website owners.
Our products compete on limited budgets of advertisers and on an inventory of ad spaces from website owners. Some of our competitors are companies that are considerably bigger than the Company with considerably higher budgets, such as Google, Meta, and Microsoft.
Item 1. Description of Business - Business Overview - Products and Services - Content Platform” , for further information on the AI system and other systems devolved by Cortex. The revenues generated by Cortex from the Content Platform are entirely from the direct model.
For the year ended December 31, 2025, through the date of the Cortex Sale, revenues generated by Cortex from the Content Platform are entirely from the direct model.
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In addition we intend to develop new products and enter into new collaborations that will focus on increasing the number of search referrals to Search Engines, and in particular we intend to focus on new products for the Search to Search model. 13 ● Expansion of Product Range, Content Platform.
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ITEM 1. DESCRIPTION OF BUSINESS Corporate Information and History Viewbix Inc. (the “Registrant”, “Viewbix” or the “Company”) was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”).
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We intend to expand the RSOC (as defined below) model to cover additional languages such as German, French, Spanish and Portuguese. In addition, we are expanding and intend to continue to expand, by the use of AI technology, the amount of content and the reach of our content to new categories and verticals.
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On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc. (“Zaxis”). Our principal executive offices are located at 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel 6971068.
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We also will focus on increasing our media purchases on current Third Party Platforms and to enter into new Third Party Platforms, including by technological developments and studying the characteristics of the Third Party Platforms. Products and Services Search Platform ● Add-ons to internet browser (referral of searches directly and indirectly) .
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Our website address is https://view-bix.com/ and our telephone number is + 972 9-774-1505. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. We have included our website address in this Annual Report solely for informational purposes.
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The presentation tool that we use is Sisense, a popular BI platform, which is a tool used by leading companies in the industry around the world and ranked highly by the Gartner Company.
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The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with the SEC at www.sec.gov.
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Content Platform Our Content Platform operations primarily focus on the development of an AI-based software that connects internet and mobile users (the “Users”) who browse on the Cortex Websites (the “Readers”) to advertisers that pay Cortex to display ads with the content published by Cortex on the Cortex Websites with online customized advertisements (the “Software”).
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On March 16, 2015, Zaxis and Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald Israel”) executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned subsidiary. Accordingly, on September 14, 2015, the Company changed its name to Emerald Medical Applications Corp.
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Our Software, powered with the assistance of AI, translates articles from English into multiple languages, provides an assistant tool for article management to our digital content departments, and we expect that in the future it will be able to generate articles and creative media content.
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Emerald Israel was engaged in the business of developing Emerald Israel’s DermaCompare technology and the development, sale and service of imaging solutions utilizing its DermaCompare software for use in derma imaging and analytics for the detection of skin cancer. On January 29, 2018, the Company ceased the DermaCompare operations of its former subsidiary.
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The Software that Cortex develops is primarily based on ten technological components: (1) monitoring and Big Data, (2) campaign management, (3) content monetization, (4) targeted AI tools to predict Google monetization, (5) campaign launching, (6) digital content management, (7) digital content index and labeling, (8) bidding management and ad optimization, (9) an A/B testing for performance comparison and (10) an AI system for managing and translating articles. 17 The Software operates as one integral system that enables a smart connection between the traffic of Users and advertisers which are Cortex’s customers.
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On May 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney as special executor for Emerald Israel. On January 17, 2018, the Company formed a new wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd.
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The business model used by Cortex on the Content Platform is the direct model. The revenues from the Content Platform are generated from the consideration Cortex receives from the advertisers, either based on the number of views the ads receive or based on the number of Users who clicked on the ads and were re-directed to the advertisers’ websites.
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(the “VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices. On February 22, 2018, the Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. to reflect its new operations and business focus.
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The following illustration describes the Readers’ traffic acquisition process for the Cortex Websites: The Software manages the traffic activities of Users to the Cortex Websites by re-directing their traffic from Third Party Platforms (such as Yahoo, AOL, Zamenta and Outbrain).
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On January 27, 2020, VCT Israel was sold to a third party for NIS 50,000 ($14,459). On February 7, 2019, the Company entered into a share exchange agreement (the “Recapitalization Transaction”) with Gix Internet Ltd.
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By using machine learning and AI, the Software analyzes the properties of a given User and compares the data to the historical data of other Users and then analyzes the probability that the given User’s interaction with the promoted content will advance to a conversion process, by either viewing the promoted ad on the Cortex Websites or by clicking on the promoted ad (“Conversion”).
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(formerly known as Algomizer Ltd.), a company organized under the laws of the State of Israel (“Gix Internet” or “parent company”), pursuant to which, Gix Internet assigned, transferred and delivered 99.83% of its holdings in Viewbix Ltd., a company organized under the laws of the State of Israel (“Viewbix Israel”), to the Company in exchange for shares of restricted common stock of the Company, which resulted in Viewbix Israel becoming a subsidiary of the Company.
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According to both the probability of Conversion calculated by the Software and the maximum predicted profit from the Conversion actions of the User, the Software determines the optimal purchase price for the traffic, in order to maximize ad revenues from Readers’ interactions.
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In connection with the Recapitalization Transaction, effective as of July 26, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc.
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The algorithms that we develop help analyze the historical results of a User’s Conversions with respect to each advertiser and factor them together with the price per Reader that each advertiser pays.
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On March 24, 2025, we entered into a securities exchange agreement with Metagramm and all of the shareholders of Metagramm (the “Metagramm Shareholders”) pursuant to which we issued to the Metagramm Shareholders an aggregate of 19.99% of our issued and outstanding capital stock on a pro rata and post-closing basis, equal to 1,323,000 shares of our common stock in exchange for 100% of Metagramm’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to 718,520 Metagramm ordinary shares.
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According to this analysis, the algorithm then decides which ad to display to each Reader in order to maximize the probability that the Reader’s interaction will reach a Conversion, and, in turn, maximize ad revenues.
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The transaction closed on March 24, 2025 and resulted in Metagramm becoming a wholly-owned subsidiary of Viewbix. On November 9, 2025, Gix Media, Cortex Media Group Ltd. (“Cortex”), and certain founders of Cortex (the “Founders”) entered into a Share Purchase Agreement (the “Cortex Purchase Agreement”) with Pro Sportority (Israel) Ltd. (the “Pro Sportority”), a subsidiary of Minute Media Inc.
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Collaboration with Third Party Websites We collaborate with third party websites, which allows us to extend the Content Platform’s business model to more websites, in addition to the Cortex Websites. These collaborations generate a sub-domain (a “Third-party Sub-Domain”) on such third party website which features a selection of Cortex’s digital content, managed and operated by Cortex’s employees.
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Pursuant to the Cortex Purchase Agreement, Pro Sportority acquired from Gix Media all of the issued and outstanding share capital of Cortex held by Gix Media, constituting 80% of Cortex’s issued and outstanding share capital, and, together with similar agreements entered into with the other shareholders of Cortex and the cancellation of all outstanding options, warrants, and other convertible securities of the Cortex, which resulted in Pro Sportority owning 100% of Cortex’s issued and outstanding share capital on a fully diluted basis (the “Cortex Sale”).
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Advertisers generally prefer to advertise on the Third-Party Sub-Domains due to their relatively high reputation and familiarity, typically leading to higher advertising rates and increased revenue from the Third-Party Sub-Domains.
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The Cortex Sale was signed and closed on November 9, 2025.
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In accordance with this model, Cortex shares the profits generated from the traffic on the Third-Party Sub-Domains, with the third party website owners. 18 The following illustration describes the collaboration with third party websites: Content to Google Search (RSOC) In response to the MFA changes and in order to minimize the Cortex Adverse Effect, Cortex expanded its revenue strategy through the development of a new business model, which directs searches through content to Google’s search platform called “related search for content” or RSOC.
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As a result, Cortex became a wholly-owned subsidiary of Pro Sportority and Cortex ceased being a majority-owned direct subsidiary of Gix Media and an indirect subsidiary of Viewbix. 5 On December 15, 2025, we entered into a securities exchange agreement with Quantum and certain of the shareholders of Quantum (the “Quantum Shareholders”) pursuant to which we agreed to issue to the Quantum Shareholders an aggregate of up to 40.0% of our issued and outstanding capital stock as of December 15, 2025, inclusive of the 800,000 shares of our common stock issuable by us in a private placement offering that we entered into in November 2025 (the “Private Placement Shares”), consisting of (i) up to 2,666,000 shares of our common stock, representing 19.99% of our issued and outstanding capital stock (the “Viewbix Exchange Shares”), inclusive of the Private Placement Shares, and (ii) pre-funded warrants to purchase up to 4,447,595 shares of our common stock, representing the balance of up to the 40.0%, as of December 15, 2025, less the Viewbix Exchange Shares, in exchange for up to 100%, but not less than 85%, of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to an amount up to 589,319 of Quantum’s ordinary shares.
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The process of directing the search to Google is enabled by Cortex’s algorithm and begins with the purchase of targeted advertisements (media) on Third Party Platforms (such as Facebook, Outbrain, Taboola) with the aim of engaging users in specific categories (such as health, insurance, cars, etc.).
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The transaction closed on March 4, 2026 and resulted in us acquiring 100% of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis and Quantum becoming a majority-owned subsidiary of Viewbix. Business Overview Viewbix Inc.
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After users click on the advertisements, they are directed to the additional content on the Cortex Websites related to those advertisements, which include selected search terms. Clicking on these terms leads to Google’s search results page. Google, in turn, displays ads from its clients, who are various advertisers.
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(the “Registrant”, “Viewbix” or the “Company”) and its subsidiaries are focused on digital advertising, quantum technology and computing and enterprise artificial intelligence (AI) solutions. Our primary business focus is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns.
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For searches directed by Cortex to Google, a payment is made by Google, which constitutes part of the amount Google receives from the advertisers.
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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.
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Cortex’s capabilities in digital content creation and campaign management enable the direct cooperation with Google on the RSOC platform. 19 The following illustration describes the RSOC model: 20 Content Systems: The ten technological components of the Content Platform are as follows: ● Monitoring and Big Data Systems.
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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.
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An important element in our online ad campaign management and monitoring its performance results is an accurate log of the activities on the Cortex Websites.
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However, due to the Company’s failure to meet predetermined sales targets which were set pursuant to the recapitalization transaction with Gix Internet Ltd. in January 2020, the Company determined to reduce its operations and the size of its sales and R&D team in the Digital Advertising Platform. The Company, through its subsidiary, Gix Media Ltd.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeDollar may negatively affect our earnings; and ● It may be difficult to enforce a judgment of a U.S. court against us, our officers and directors or the Israeli experts named in our reports filed with the SEC in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts. 33 Risks Associated with Our Business and Industry Our success depends, in part, upon the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of digital content as effective alternatives to traditional offline marketing products and services.
Biggest changeFluctuations in the NIS exchange rate, or even the appearance of instability in such exchange rate, could adversely affect our ability to operate our business. 52 It may be difficult to enforce a judgment of a U.S. court against us, our officers and directors or the Israeli experts named in our reports filed with the SEC in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts.
The following factors may cause significant fluctuations in the market price of our Common Stock: ● negative fluctuations in our quarterly revenue and earnings or those of our competitors; ● pending sales into the market due to the sale of large blocks of shares, due to, among other reasons, the expiration of any tax-related or contractual lock-ups with respect to significant amounts of our shares of Common Stock; ● changes in our senior management; ● changes in regulations or in policies of Search Engines or other industry conditions; 47 ● mergers and acquisitions by us or our competitors; ● technological innovations; ● the introduction of new products; and ● the conditions of the securities markets, political, economic and other developments worldwide.
The following factors may cause significant fluctuations in the market price of our common stock: ● negative fluctuations in our quarterly revenue and earnings or those of our competitors; ● pending sales into the market due to the sale of large blocks of shares, due to, among other reasons, the expiration of any tax-related or contractual lock-ups with respect to significant amounts of our shares of common stock; ● changes in our senior management; ● changes in regulations or in policies of Search Engines or other industry conditions; ● mergers and acquisitions by us or our competitors; ● technological innovations; ● the introduction of new products; and ● the conditions of the securities markets, political, economic and other developments worldwide.
Furthermore, we could have limited ability to respond to, and adjust for, changes implemented by such players. 34 These companies, along with other large and established internet and technology companies, may also leverage their power to make changes to their web browsers, operating systems, platforms, networks or other products or services in a way that impacts the entire digital advertising marketplace.
Furthermore, we could have limited ability to respond to, and adjust for, changes implemented by such players. These companies, along with other large and established internet and technology companies, may also leverage their power to make changes to their web browsers, operating systems, platforms, networks or other products or services in a way that impacts the entire digital advertising marketplace.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.
We have reserved shares of Common Stock for issuance upon the exercise of the warrants and may increase the shares reserved for these purposes in the future. 44 The shares of our Common Stock, which are issuable upon the exercise of any outstanding warrants may be sold in the public market pursuant to Rule 144, if applicable.
We have reserved shares of common stock for issuance upon the exercise of the warrants and may increase the shares reserved for these purposes in the future. The shares of our common stock, which are issuable upon the exercise of any outstanding warrants may be sold in the public market pursuant to Rule 144, if applicable.
Any event of this nature that we experience could damage our systems, technology and infrastructure, prevent us from providing our services, compromise the integrity of our services, damage our reputation and/or be costly to remedy, as well as subject us to investigations by regulatory authorities, fines and/or litigation that could result in liability to third parties. 40 A failure in our technology infrastructure may adversely affect our business and financial condition and disrupt our customers’ businesses.
Any event of this nature that we experience could damage our systems, technology and infrastructure, prevent us from providing our services, compromise the integrity of our services, damage our reputation and/or be costly to remedy, as well as subject us to investigations by regulatory authorities, fines and/or litigation that could result in liability to third parties. 31 A failure in our technology infrastructure may adversely affect our business and financial condition and disrupt our customers’ businesses.
If our platforms are not perceived as competitively differentiated or we fail to develop adequately to meet market evolution, we could lose customers and market share or be compelled to reduce our prices and harm our operational results. 38 Our implementation and use of artificial intelligence technologies may not be successful, which may impair our ability to compete effectively, result in reputational harm and have an adverse effect on our business.
If our platforms are not perceived as competitively differentiated or we fail to develop adequately to meet market evolution, we could lose customers and market share or be compelled to reduce our prices and harm our operational results. 29 Our implementation and use of artificial intelligence technologies may not be successful, which may impair our ability to compete effectively, result in reputational harm and have an adverse effect on our business.
In addition, such intellectual property rights may not be sufficient to permit us to take advantage of current industry trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of offerings, decreased traffic and associated revenue or otherwise adversely affect our business. 39 We may in the future be subject to claims of intellectual property infringement that could adversely affect our business.
In addition, such intellectual property rights may not be sufficient to permit us to take advantage of current industry trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of offerings, decreased traffic and associated revenue or otherwise adversely affect our business. 30 We may in the future be subject to claims of intellectual property infringement that could adversely affect our business.
These risks include, among others, the following: 31 Risks Associated with Our Business and Industry ● Our success depends, in part, upon the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of digital advertising as effective alternatives to traditional offline marketing products and services; ● Online platform updates, including operating systems, search engines, browsers and social media might affect our ability to generate revenues, temporarily or permanently; ● Should the providers of internet browsers, advertisement platforms and Search Engines further regulate, constrain or limit our ability to offer digital advertising platforms, or materially change their guidelines, technology or the way they operate, our ability to generate revenue from advertising could be significantly reduced; ● We depend on supply sources to provide us with advertising inventory in order for us to deliver advertising campaigns in a cost-effective manner; ● Reliance upon our top customers may adversely affect our revenue and operating results; ● Our Search Platform depends heavily upon revenue generated from the material agreement with our Gix Major Customer, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations; ● Reliance upon material suppliers may adversely affect our revenue and operating results; ● We may not be able to generate enough cash flow to meet our debt obligations or fund our other liquidity needs; ● Our success is dependent on the preferences of consumers, internet users and advertisers; and ● The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.
These risks include, among others, the following: Risks Associated with Our Business and Industry ● Our success depends, in part, upon the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of digital advertising as effective alternatives to traditional offline marketing products and services. ● Online platform updates, including operating systems, search engines, browsers and social media might affect our ability to generate revenues, temporarily or permanently. ● Should the providers of internet browsers, advertisement platforms and Search Engines further regulate, constrain or limit our ability to offer digital advertising platforms, or materially change their guidelines, technology or the way they operate, our ability to generate revenue from advertising could be significantly reduced. ● We depend on supply sources to provide us with advertising inventory in order for us to deliver advertising campaigns in a cost-effective manner. ● A significant portion of our revenue is concentrated with one customer. ● Our Search Platform depends heavily upon revenue generated from the material agreement with our Gix Major Customer, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations. ● Reliance upon material suppliers may adversely affect our revenue and operating results. ● We may not be able to generate enough cash flow to meet our debt obligations or fund our other liquidity needs. ● Our success is dependent on the preferences of consumers, internet users and advertisers. ● The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.
We provide digital advertising platforms. Our revenues are derived from the sale of our platforms. If the demand for digital advertising does not continue to grow or customers do not embrace our platforms, this could have a material adverse effect on our business and financial condition.
Our revenues are derived from the sale of our platforms. If the demand for digital advertising does not continue to grow or customers do not embrace our platforms, this could have a material adverse effect on our business and financial condition.
The report of our independent registered public accounting firm on our audited consolidated financial statements for the year ended December 31, 2024, contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
The report of our independent registered public accounting firm on our audited consolidated financial statements for the year ended December 31, 2025, contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
You should carefully consider the risks described below and the other information in this Prospectus before investing in our Common Stock. Summary Risk Factors Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary.
You should carefully consider the risks described below and the other information in this Annual Report before investing in our common stock. Summary Risk Factors Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this summary.
We are highly dependent on the material agreement with our Gix Major Customer.
We are highly dependent on the material agreement with the Gix Major Customer.
Our ability to continue our operations and to pay our obligations, including under the Financing Agreement and credit facilities (as described elsewhere in this Annual Report), when they become due is contingent upon obtaining additional financing. In addition, during August 2024, we renegotiated the terms of the Financing Agreement and entered into the Fourth Addendum to the Financing Agreement.
Our ability to continue our operations and to pay our obligations, including under the financing agreement and credit facilities (as described elsewhere in this Annual Report), when they become due is contingent upon obtaining additional financing. In addition, during August 2024, we renegotiated the terms of the Financing.
Risks Related to our Intellectual Property ● If we cannot enforce and protect our intellectual property rights, our business could be adversely affected; and ● We may in the future be subject to claims of intellectual property infringement that could adversely affect our business. 32 Risks Related to Data Protection Regulation ● We may not be able to protect our systems, technology and infrastructure from cyberattacks; ● A failure in our technology infrastructure may adversely affect our business and financial condition and disrupt our customers’ businesses; ● Our business depends on our ability to collect and use data, and any limitation on the collection and use of this data could significantly diminish the value of our platforms and cause us to lose customers and revenue; ● Regulations, legislation, or self-regulation developments relating to privacy, data collection and protection, e-commerce, and internet advertising, privacy and data collection and protection, and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations, could harm our business and subject us to significant legal liability for non-compliance; ● We rely on third-party Internet, mobile, and other products and services to deliver our mobile and web applications our customers, and any disruption of, or interference with, our use of those services could adversely affect our business, financial condition, results of operations, and customers; and ● As the regulatory framework for artificial intelligence evolves, including with respect to unintentional bias and discrimination, our business, financial condition, and results of operations may be adversely affected.
Risks Related to Data Protection Regulation ● We may not be able to protect our systems, technology and infrastructure from cyberattacks. ● A failure in our technology infrastructure may adversely affect our business and financial condition and disrupt our customers’ businesses. ● Our business depends on our ability to collect and use data, and any limitation on the collection and use of this data could significantly diminish the value of our platforms and cause us to lose customers and revenue. ● Regulations, legislation, or self-regulation developments relating to privacy, data collection and protection, e-commerce, and internet advertising, privacy and data collection and protection, and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations, could harm our business and subject us to significant legal liability for non-compliance. ● We rely on third-party Internet, mobile, and other products and services to deliver our mobile and web applications our customers, and any disruption of, or interference with, our use of those services could adversely affect our business, financial condition, results of operations, and customers; and ● As the regulatory framework for artificial intelligence evolves, including with respect to unintentional bias and discrimination, our business, financial condition, and results of operations may be adversely affected.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: ● Sets forth the basis on which the broker or dealer made the suitability determination; and ● That the broker or dealer received a signed, written agreement from the investor prior to the transaction.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Shares of Common Stock eligible for future sale may adversely affect the market. From time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Act, subject to certain limitations.
From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Act, subject to certain limitations.
The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.
Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.
If 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.
If the Company and Gix Media cannot maintain compliance with the terms and covenant of the Financing Agreement, or if we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned operations, and/or consider reductions in personnel costs or other operating costs, in addition to the measures currently contemplated pursuant to the Financing Agreement. 28 Our success is dependent on the preferences of consumers, internet users and advertisers.
Because of these factors, we seek to expand and diversify our supply sources; nonetheless, if our supply sources terminate or reduce our access to their advertising inventory, increase the price of inventory or place significant restrictions on the sale of their advertising inventory, or if platforms or exchanges terminate our access to them and we are unsuccessful in establishing or maintaining our relationships with supply sources on commercially reasonable terms, we may not be able to replace this with inventory from other supply sources that satisfy our requirements in a timely and cost-effective manner.
As a result of all of these factors, our supply sources may not supply us with sufficient amounts of high-quality digital advertising inventory in order for us to fulfill the demands of our advertising customers. 26 Because of these factors, we seek to expand and diversify our supply sources; nonetheless, if our supply sources terminate or reduce our access to their advertising inventory, increase the price of inventory or place significant restrictions on the sale of their advertising inventory, or if platforms or exchanges terminate our access to them and we are unsuccessful in establishing or maintaining our relationships with supply sources on commercially reasonable terms, we may not be able to replace this with inventory from other supply sources that satisfy our requirements in a timely and cost-effective manner.
Further, any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security or disclosure of data, or their interpretation, or any changes regarding the manner in which the consent of users or other data subjects for the collection, use, retention or disclosure of such data must be obtained, could increase our costs and require us to modify our services and features, possibly in a material manner, which we may be unable to complete, and may limit our ability to store and process user data or develop new services and features.
Further, any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security or disclosure of data, or their interpretation, or any changes regarding the manner in which the consent of users or other data subjects for the collection, use, retention or disclosure of such data must be obtained, could increase our costs and require us to modify our services and features, possibly in a material manner, which we may be unable to complete, and may limit our ability to store and process user data or develop new services and features. 32 If we were found in violation of any applicable laws or regulations relating to privacy, data protection or security, our business may be materially and adversely affected and we would likely have to change our business practices and potentially the services and features available.
Reliance upon material suppliers may adversely affect our revenue and operating results. We are dependent on certain material suppliers and service providers for some of the services we render. In certain cases, we rely on a single supplier and/or service provider for the services we offer our customers.
We are dependent on certain material suppliers and service providers for some of the services we render. In certain cases, we rely on a single supplier and/or service provider for the services we offer our customers.
While we believe we have implemented reasonable backup and disaster recovery plans, we expect that in the future we may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, capacity constraints, or external factors beyond our control.
In addition, any changes in one of our third-party service provider’s service levels may adversely affect our ability to meet the requirements of our customers. 33 While we believe we have implemented reasonable backup and disaster recovery plans, we expect that in the future we may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, capacity constraints, or external factors beyond our control.
These measures, however, may not adequately protect us from material adverse effects. 50 It may be difficult to enforce a judgment of a U.S. court against us, our officers and directors or the Israeli experts named in our reports filed with the SEC in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts.
Dollar may negatively affect our earnings. ● It may be difficult to enforce a judgment of a U.S. court against us, our officers and directors or the Israeli experts named in our reports filed with the SEC in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts.
Because all of our operations are conducted in Israel and all members of our board of directors and management as well as all of our employees and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions in Israel.
All of our operations are conducted in Israel and all members of our board of directors and management as well as all of our employees and consultants, including employees of our service providers, are located in Israel. Accordingly, political, economic and military conditions in the Middle East may affect our business directly.
Our success is dependent on the preferences of consumers, internet users and advertisers. Our services rely on the digital devices used by consumers and users. To the extent that users change their consumption habits, or to the extent that traffic does not grow, our activities might decrease and our business operations might be harmed.
Our services rely on the digital devices used by consumers and users. To the extent that users change their consumption habits, or to the extent that traffic does not grow, our activities might decrease and our business operations might be harmed. A change in advertisers’ preferences could also affect our operations.
The challenges imposed by the ongoing need to remain compliant with such laws and regulations, as well the need to implement any changes required based on newly introduced laws and regulations, may slow our growth, and if we are not able to cope with these challenges as effectively as other companies, we will be competitively disadvantaged. 42 Compliance with such existing and new laws and regulations can be costly and can delay, or impede the development of new services, any and failure or perceived failure to comply with such laws and regulations could result in negative publicity, increase our operating costs, require significant management time and attention and subject us to inquiries or investigations, litigation (including class actions), claims, or other remedies, including penalties, fines, sanctions and criminal and civil liabilities, or demands or orders that we modify or cease existing business practices, each of which could materially affect our operating results and our business.
Compliance with such existing and new laws and regulations can be costly and can delay, or impede the development of new services, any and failure or perceived failure to comply with such laws and regulations could result in negative publicity, increase our operating costs, require significant management time and attention and subject us to inquiries or investigations, litigation (including class actions), claims, or other remedies, including penalties, fines, sanctions and criminal and civil liabilities, or demands or orders that we modify or cease existing business practices, each of which could materially affect our operating results and our business.
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. 36 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.
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.
A change in advertisers’ preferences could also affect our operations. Advertisers might change their preferences relating to their willingness to work with certain technologies and certain advertising platforms, which might reduce our activities and harm our business operations.
Advertisers might change their preferences relating to their willingness to work with certain technologies and certain advertising platforms, which might reduce our activities and harm our business operations. A loss of the services of our technology vendors could adversely affect the execution of our business strategy.
If we cannot compete effectively in this market, our revenues are likely to decline; and ● Our implementation and use of artificial intelligence technologies may not be successful, which may impair our ability to compete effectively, result in reputational harm and have an adverse effect on our business.
If we cannot compete effectively in this market, our revenues are likely to decline. ● Our implementation and use of artificial intelligence technologies may not be successful, which may impair our ability to compete effectively, result in reputational harm and have an adverse effect on our business. 23 Risks Related to our Intellectual Property ● If we cannot enforce and protect our intellectual property rights, our business could be adversely affected. ● We may in the future be subject to claims of intellectual property infringement that could adversely affect our business.
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: ● Obtain financial information and investment experience objectives of the person; and ● Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. 49 In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
If any of these happen, our revenue could decline or our cost of acquiring inventory could increase, which, in turn, could lower our operating margins and materially adversely affect our advertising business. Reliance upon our top customers may adversely affect our revenue and operating results.
If any of these happen, our revenue could decline or our cost of acquiring inventory could increase, which, in turn, could lower our operating margins and materially adversely affect our advertising business. A significant portion of our revenue is concentrated with one customer.
Google is a substantial player in the digital advertising market along with other players such as Microsoft. In addition, a small number of social network companies, such as Facebook, account for a large portion of digital advertising budgets.
In addition, a small number of social network companies, such as Facebook, account for a large portion of digital advertising budgets.
As a result, without further stockholder approval, the Board of Directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult for a third party to acquire us. We are also subject to the anti-takeover provisions of the Delaware General Corporation Law (the “DGCL”).
With these rights, preferred stockholders could make it more difficult for a third party to acquire us. We are also subject to the anti-takeover provisions of the Delaware General Corporation Law (the “DGCL”).
Noncompliance with platforms’ guidelines, whether by us or by third parties we work with, if not cured, could result in such online platforms’ suspension of some or all of their services to us, or to the websites of third parties we work with, or the reimbursement of funds paid to us, or the imposition of additional restrictions on our advertising abilities or the termination of certain advertising agreements with our customers.
Noncompliance with platforms’ guidelines, whether by us or by third parties we work with, if not cured, could result in such online platforms’ suspension of some or all of their services to us, or to the websites of third parties we work with, or the reimbursement of funds paid to us, or the imposition of additional restrictions on our advertising abilities or the termination of certain advertising agreements with our customers. 25 Should the providers of internet browsers, advertisement platforms and Search Engines further regulate, constrain or limit our ability to offer advertising services, or materially change their guidelines, technology or the way they operate, our ability to generate revenue from advertising could be significantly reduced.
Any limitation on our ability to collect and utilize data, including personal data, would make it more difficult for us to be able to optimize ad placement for the benefit of our advertisers and publishers, which could render our solutions less valuable and potentially result in loss of clients and a decline in revenue. 41 Regulations, legislation, or self-regulation developments relating to privacy, data collection and protection and internet advertising, and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations, could harm our business and subject us to significant legal liability for non-compliance.
Any limitation on our ability to collect and utilize data, including personal data, would make it more difficult for us to be able to optimize ad placement for the benefit of our advertisers and publishers, which could render our solutions less valuable and potentially result in loss of clients and a decline in revenue.
Should some of our technology vendors terminate their relationship with us, our ability to continue the development of some of our platforms could be adversely affected, until such time that we find adequate replacement for these vendors, or until such time that we can continue the development on our own. 37 The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.
The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.
We use artificial intelligence technologies throughout our business and are making investments to continuously improve our use of such technologies. For example, we use artificial intelligence technologies to translate articles from English into multiple languages on our Content Platform.
We use artificial intelligence technologies throughout our business and are making investments to continuously improve our use of such technologies.
However, certain amount of our expenses is in NIS and as a result, we are exposed to the currency fluctuation risks relating to the recording of our expenses in U.S. dollars. We may, in the future, decide to enter into currency hedging transactions.
In addition, we are exposed to the currency fluctuation risks relating to the recording of our expenses in U.S. dollars. We may, in the future, decide to enter into currency hedging transactions. These measures, however, may not adequately protect us from material adverse effects.
Additionally, if we were to lose a material customer, we may not be able to offer our services at similar utilization or pricing levels and such loss could have an adverse effect on our business until the services are offered at similar utilization or pricing levels. 35 Our Search Platform depends heavily upon revenue generated from the material agreement with our Gix Major Customer, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations.
Our Search Platform depends heavily upon revenue generated from the material agreement with our Gix Major Customer, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations. We are highly dependent on the material agreement with our Gix Major Customer.
Even though The Order was rescinded by President Trump on January 20, 2025, it may still indicate a trend towards federal AI regulation, which could increase our potential liability and adversely affect our business. 43 The most comprehensive legislation passed in the area of AI in the European Union is the EU Artificial Intelligence Act (the “EU AI Act”), effective from February 2, 2025, with different provisions becoming gradually applicable on different dates.
Even though The Order was rescinded by President Trump on January 20, 2025, it may still indicate a trend towards federal AI regulation, which could increase our potential liability and adversely affect our business.
Our reporting and functional currency is the U.S. dollar. Our revenues are currently primarily payable in U.S. dollars and we expect our future revenues to be denominated primarily in U.S. dollars and Euros.
Our revenues are currently primarily payable in U.S. dollars and we expect our future revenues to be denominated primarily in U.S. dollars and Euros. However, certain amount of our expenses is in NIS. As a result, our operating results are exposed primarily to movements in the USD/NIS.
We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Payments of any cash dividends in the future will depend on our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by our Board of Directors.
Payments of any cash dividends in the future will depend on our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by our Board of Directors. We incur significant increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives.
Any substantial sales of our common stock pursuant to Rule 144 may have a material adverse effect on the market price of our Common Stock. Our share price has fluctuated significantly and could continue to fluctuate significantly. The market price for our Common Stock, as well as the prices of shares of other technology and ad-tech companies, has been volatile.
The market price for our common stock, as well as the prices of shares of other technology and ad-tech companies, has been volatile.
If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.
Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies. 46 We have never paid cash dividends and do not anticipate doing so in the foreseeable future.
The sale of our Common Stock issued or issuable upon the exercise of the warrants and options described above, or the perception that such sales could occur, may adversely affect the market price of our Common Stock. We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.
The sale of our common stock issued or issuable upon the exercise of the warrants and options described above, or the perception that such sales could occur, may adversely affect the market price of our common stock. 45 A more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.
Risks Related to our Operations in Israel Conditions in Israel, including Israel’s conflicts with Hamas and other parties in the region, as well as political and economic instability, may impede our ability to operate and harm our financial results.
In addition, there is a risk that one or more of our service providers, financial institutions, manufacturers, suppliers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and on budget. 50 Risks Related to our Operations in Israel Conditions in Israel, including Israel’s conflicts with Hamas and other parties in the region, as well as political and economic instability, may impede our ability to operate and harm our financial results.
While the COVID-19 pandemic has not adversely affected our business, an outbreak of other global pandemics and any of these impacts, including the prolonged continuation of these impacts, could in the future, adversely affect our business and operating results and heighten many of the other risks described in these “Risk Factors.” Risks Related to our Competition Large and established internet and technology companies, such as Google and Facebook, play a substantial role in the digital advertising market and may significantly impair our ability to operate in this industry.
Risks Related to our Competition Large and established internet and technology companies, such as Google and Facebook, play a substantial role in the digital advertising market and may significantly impair our ability to operate in this industry. Google is a substantial player in the digital advertising market along with other players such as Microsoft.
Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.
Although the Israeli government has in the past covered the reinstatement value of direct damages that were caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages incurred, and the government may cease providing such coverage or the coverage might not suffice to cover potential damages.
Provisions in our Certificate of Incorporation and Bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider favorable. For example, our Certificate of Incorporation authorizes our Board of Directors to issue up to ten million shares of “blank check” preferred stock.
Delaware law contains provisions that could discourage, delay or prevent a change in control of our Company, prevent attempts to replace or remove current management and reduce the market price of our stock. Provisions in our Certificate of Incorporation and Bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider favorable.
Failure to comply with such laws or regulations could subject us to legal or regulatory liability. Further, the cost of complying with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations.
Further, the cost of complying with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations. 34 Risks Related to Our Investment in Quantum Computing Risks Related to Quantum X Labs’ Status as an Early-Stage Company Quantum X Labs is an early-stage company and has a limited operating history, which makes it difficult to forecast its future results of operations.
Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism.
Our insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East or for any resulting disruption in our operations.
As of date of this Annual Report, none of our employees or consultants in Israel have been called to reserve duty and there has been no material impact on our business from past reserve services.
None of our directors, officers, employees or consultants were called to reserve duty and there has been no material impact on our business from past reserve services. Although many of such military reservists have since been released, they may be called up for additional reserve duty, depending on developments in the war in Gaza and along Israel’s other borders.
Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Our Common Stock is quoted on the OTC Markets, Pink Tier and is thinly traded, and as a result the sale of your holding may take a considerable amount of time.
Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Scrutiny of sustainability and environmental, social, and governance initiatives could increase our costs or otherwise adversely impact our business.
Since the establishment of the State of Israel in 1948 and in recent years, armed conflicts between Israel and its neighboring countries and terrorist organizations active in the region have involved missile strikes, hostile infiltrations, terrorism against civilian targets in various parts of Israel, and recently abduction of soldiers and citizens.
Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the region, including Iran, Hamas (an Islamist militia and political group in the Gaza Strip) and Hezbollah (an Islamist militia and political group in Lebanon).
An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares. We cannot give you any assurance that a broader or more active public trading market for our Common Stock will develop or be sustained, or that current trading levels will be sustained.
If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital by selling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration.
In addition, issuances of large numbers of shares of Common Stock may adversely affect the market price of our Common Stock. Our Certificate of Incorporation authorizes 10,000,000 shares of preferred stock, par value $0.0001 per share of which none were issued and outstanding as of December 31, 2024.
In addition, our authorized share capital consists 500,000,000 shares of capital stock, including 490,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of March 26, 2026, we had 13,336,392 shares of common stock issued and no shares of preferred stock issued and outstanding.
Removed
Risks Related to Our Common Stock ● Shares of Common Stock issuable upon the conversion of warrants may substantially increase the number of shares of Common Stock available for sale in the public market and depress the price of our Common Stock; ● The availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance and sale, lead to dilution of existing stockholders or adversely affect the market; ● Our Common Stock is subject to the “Penny Stock” rules of the SEC and the trading market in our stock is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment; ● Our Common Stock is quoted on the OTC Markets, Pink Tier and is thinly traded, and as a result the sale of your holding may take a considerable amount of time; ● Our share price has fluctuated significantly and could continue to fluctuate significantly; ● Delaware law contains provisions that could discourage, delay or prevent a change in control of our Company, prevent attempts to replace or remove current management and reduce the market price of our stock.
Added
Risks Related to Our Investment in Quantum Computing ● Quantum X Labs is an early-stage company and has a limited operating history, which makes it difficult to forecast its future results of operations. ● Quantum X Labs may not be able to scale its business quickly enough to meet customer and market demand, which could adversely affect its financial condition and results of operations or cause us to fail to execute on its business strategies. ● Quantum X Labs’ estimates of market opportunity and forecasts of market growth may prove to be inaccurate. ● Even if the market in which Quantum X Labs competes achieves the forecasted growth, its business could fail to grow at similar rates, if at all. ● The quantum computing and networking industry is in its early stages and volatile ● Quantum X Labs is highly dependent on its key employees who have specialized knowledge, and its ability to attract and retain senior management and other key employees is critical to its success. ● If Quantum X Labs is unable to obtain and maintain effective intellectual property rights for its products, Quantum X Labs may not be able to compete effectively in its markets. 24 Risks Related to Our Common Stock ● Raising additional capital or the issuance of additional equity securities would cause dilution to our existing shareholders and may affect the rights of existing shareholders or the market price of our ordinary shares. ● The availability of a large number of authorized but unissued shares of common stock may, upon their issuance and sale, lead to dilution of existing stockholders or adversely affect the market. ● If we fail to maintain compliance with the Nasdaq minimum listing requirements, our common stock will be subject to delisting.
Removed
Should the providers of internet browsers, advertisement platforms and Search Engines further regulate, constrain or limit our ability to offer advertising services, or materially change their guidelines, technology or the way they operate, our ability to generate revenue from advertising could be significantly reduced.
Added
Our ability to publicly or privately sell equity securities and the liquidity of our common stock could be adversely affected if our common stock delisted. ● Our share price has fluctuated significantly and could continue to fluctuate significantly. ● Delaware law contains provisions that could discourage, delay or prevent a change in control of our Company, prevent attempts to replace or remove current management and reduce the market price of our stock.
Removed
As a result of all of these factors, our supply sources may not supply us with sufficient amounts of high-quality digital advertising inventory in order for us to fulfill the demands of our advertising customers.
Added
Risks Associated with Our Business and Industry Our success depends, in part, upon the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of digital content as effective alternatives to traditional offline marketing products and services. We provide digital advertising platforms.
Removed
Our top ten customers represented approximately 79% and 65% of our consolidated revenue for the years ended December 31, 2024 and 2023, respectively on a pro forma basis. It is likely that we will depend on a relatively small number of customers for a significant portion of our revenue in the future.
Added
With respect to our digital advertising business unit, as of December 31, 2025, Gix Media had one major customer, a reputable international search engine (“Gix Major Customer”). Gix Media generated revenues of approximately $1.2 million from the Gix Major Customer, constituting approximately 81% of the total revenues of Gix Media during the year ended December 31, 2025.
Removed
If a top customer fails to pay us, cash flow from operations would be impacted and our operating results and financial condition could be harmed.
Added
Our relationship with this Gix Major Customer originated in 2013 upon the signing of an exclusive cooperation agreement, which is extended from time to time.
Removed
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.
Added
In March 2020, an extension of the foregoing agreement was signed, whereby the term of the agreement was extended until October 26, 2023, was automatically renewed for an additional one year period until October 26, 2024, and will continue to be automatically renewed for additional one year periods, unless either party gives notice of non-renewal 90 days in advance.
Removed
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.
Added
If this material agreement is terminated or substantially amended (not on favorable terms), we would experience a material decrease in our revenue from our digital advertising business unit or the profits it generates and would be forced to seek alternative customers, at less competitive terms or accelerate the business we have with the current search engines.
Removed
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.
Added
There are few companies in the market that provide internet search and search advertising services with whom we can directly engage with in the same manner which we are engaged with our Gix Major Customer. Such companies are substantially the only participants in western markets, and competitors do not offer as much coverage through sponsored links or searches.
Removed
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.
Added
We may divert our operations and user traffic to other third-party partners which provide search feed to Search Engines, however we cannot guarantee that we will be successful.
Removed
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. A loss of the services of our technology vendors could adversely affect the execution of our business strategy.
Added
If we fail to quickly locate, negotiate and finalize alternative arrangements or otherwise expedite current operations we have with such alternative search providers, or if we do, but the alternatives do not provide for terms that are as favorable as those currently provided and utilized, we would experience a material reduction in our revenue and, in turn, our business, financial condition and results of operations would be adversely affected. 27 Reliance upon material suppliers may adversely affect our revenue and operating results.
Removed
Global pandemics may negatively impact the global economy in a significant manner for an extended period of time, and also adversely affect our business and operating result s.
Added
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.
Removed
The outbreak of a global pandemic, may result in a widespread health crisis that may adversely affect businesses, economies and financial markets worldwide, and as a result placing constraints on the operations of businesses, decreased consumer mobility and activity, and significant economic volatility in international capital markets.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn addition, management updates the Board, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. Our management team , including our Chief Executive Officer, the VP R&D and Data Protection Officer of Cortex, and our external advisors, is responsible for assessing and managing our material risks from cybersecurity threats.
Biggest changeOur management team , including our Chief Executive Officer, the VP R&D and Data Protection Officer of Cortex, and our external advisors, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Our cybersecurity risk management program includes: ● risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; ● routine conduct of penetration tests on our computer systems to evaluate the security of the systems and identify weaknesses or vulnerabilities; ● employee training programs regarding cybersecurity risks and protocols; 51 ● the usage of secure software or platforms designed to protect our IT systems against cybersecurity risks, such as two-factor authentication systems, anti-virus and ransomware programs or the usage of secure cloud platforms for computing our IT systems; ● the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; and ● a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.
Our cybersecurity risk management program includes: ● risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; ● routine conduct of penetration tests on our computer systems to evaluate the security of the systems and identify weaknesses or vulnerabilities; ● employee training programs regarding cybersecurity risks and protocols; ● the usage of secure software or platforms designed to protect our IT systems against cybersecurity risks, such as two-factor authentication systems, anti-virus and ransomware programs or the usage of secure cloud platforms for computing our IT systems; ● the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; and ● a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.
We have no t identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
We have no t identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. 53 Cybersecurity Governance Our Board of Directors considers cybersecurity risk as part of its risk oversight function and oversees management’s implementation of our cybersecurity risk management program.
Cybersecurity Governance Our Board of Directors considers cybersecurity risk as part of its risk oversight function and oversees management’s implementation of our cybersecurity risk management program. The Board of Directors receives regular reports from management on our cybersecurity risks.
The Board of Directors receives regular reports from management on our cybersecurity risks. In addition, management updates the Board, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
Removed
The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.

Item 2. Properties

Properties — owned and leased real estate

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Removed
ITEM 2. PROPERTIES We currently conduct the operations of our Search Platform and Content Platform from our offices in Ramat Hachayal Tel Aviv, which we have been occupying since September 1, 2016 for our Content Platform and since July 1, 2024 for our Search Platform.
Added
ITEM 2. PROPERTIES Our principal executive offices are located at 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel 6971068, which we have been occupying since July 1, 2024. We pay a monthly fee of $5,400 for the lease of these offices, which we rent on a monthly basis.
Removed
We pay a monthly fee of $15,000 for the lease of these offices, which we rent on a monthly basis.
Added
In February 2026, we entered into a new lease agreement for office premises located at Atrium Tower, 2 Jabotinsky Street, Ramat Gan, Israel 5252903. The new facilities are expected to become available for occupancy on April 1, 2026. The lease term is for an initial period of six months, with an option to automatically extend for additional six month periods.
Added
The monthly rental payment will be NIS 16,500 (approximately $5,300).

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES None. 52 PART II
Biggest changeITEM 4. MINE SAFETY DISCLOSURES None. 54 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn the event of a merger or consolidation of our business or a sale of all, or substantially all, of our stock or assets or other transaction having a similar effect on us, or change in the composition of the Board of Directors, or liquidation or dissolution, or such other transaction or circumstances that our Board of Directors determines to be a relevant transaction, then without the consent of the grantee and without any prior notice requirement, (i) unless otherwise determined by the Administrator, any outstanding award will be assumed or substituted by us, or such successor corporation, or by any parent or affiliate thereof, or (ii) regardless of whether or not awards are assumed or substituted (a) provide the grantee with the option to exercise the award as to all or part of the shares, and may provide for an acceleration of vesting of unvested awards, (b) cancel the award and pay in cash, our shares, the acquirer or other corporation which is a party to such transaction or other property as determined by the Administrator as fair in the circumstances, or (c) provide that the terms of any award shall be otherwise amended, modified or terminated, as determined by the Administrator to be fair in the circumstances. 56 Intercompany Agreements In connection with the adoption of our 2023 Plan, on March 7, 2023 we entered into certain intercompany agreements with two of our subsidiaries, Viewbix Israel and Gix Media (the “Intercompany Agreements”).
Biggest changeIn the event of a distribution of a cash dividend to all shareholders, the Administrator may determine, without the consent of any holder of an award, that the exercise price of an outstanding and unexercised award shall be reduced by an amount equal to the per share gross dividend amount distributed by us, subject to applicable law. 58 In the event of a merger or consolidation of our business or a sale of all, or substantially all, of our stock or assets or other transaction having a similar effect on us, or change in the composition of the Board of Directors, or liquidation or dissolution, or such other transaction or circumstances that our Board of Directors determines to be a relevant transaction, then without the consent of the grantee and without any prior notice requirement, (i) unless otherwise determined by the Administrator, any outstanding award will be assumed or substituted by us, or such successor corporation, or by any parent or affiliate thereof, or (ii) regardless of whether or not awards are assumed or substituted (a) provide the grantee with the option to exercise the award as to all or part of the shares, and may provide for an acceleration of vesting of unvested awards, (b) cancel the award and pay in cash, our shares, the acquirer or other corporation which is a party to such transaction or other property as determined by the Administrator as fair in the circumstances, or (c) provide that the terms of any award shall be otherwise amended, modified or terminated, as determined by the Administrator to be fair in the circumstances.
Transferability. Other than by will, the laws of descent and distribution or as otherwise provided under the 2023 Plan or by the Administrator, neither the options nor any right in connection with such options are assignable or transferable. Termination of Employment.
Other than by will, the laws of descent and distribution or as otherwise provided under the 2023 Plan or by the Administrator, neither the options nor any right in connection with such options are assignable or transferable. Termination of Employment.
With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2023 Plan, the Administrator may, in its discretion, accept cash, provide for net withholding of shares in a net exercise mechanism or direct a securities broker to sell shares and deliver all or a part of the proceeds to us or the trustee.
With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2023 Plan, the Administrator may, in its discretion, accept cash, provide for net withholding of shares in a net exercise mechanism or direct a securities broker to sell shares and deliver all or a part of the proceeds to us or the trustee. 57 Transferability.
Administration . The Board of Directors, or a committee established or appointed by the Board of Directors to administer the 2023 Plan (the “Administrator”), administers the 2023 Plan.
The Board of Directors, or a committee established or appointed by the Board of Directors to administer the 2023 Plan (the “Administrator”), administers the 2023 Plan.
The following table summarizes information of outstanding options as of December 31, 2024: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance Plan Category Equity compensation plans approved by security holders (2017 Plan) - - 33,333 Equity compensation plans approved by security holders (2023 Plan) 12,756 1,076,254 53 2023 Stock Incentive Plan The maximum number of shares of Common Stock available for issuance under the 2023 Plan is equal to the sum of (i) 625,000 shares of Common Stock plus (ii) an annual increase on the first day of each year beginning in 2024 and on January 1st of each calendar year thereafter and through January 1, 2034, equal to the lesser of (A) 5% of our outstanding capital stock on the last day of the immediately preceding calendar year; and (B) such smaller amount as determined by our Board of Directors if so determined prior to January 1 of a calendar year in which the increase will occur, provided that no more than 625,000 shares of Common Stock may be issued upon the exercise of Incentive Stock Options.
The following table summarizes information of outstanding options as of December 31, 2025: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance Plan Category Equity compensation plans approved by security holders (2017 Plan) - - 33,333 Equity compensation plans approved by security holders (2023 Plan) - - 2,713,613 2023 Stock Incentive Plan The maximum number of shares of common stock available for issuance under the 2023 Plan is equal to the sum of (i) 625,000 shares of common stock plus (ii) an annual increase on the first day of each year beginning in 2024 and on January 1st of each calendar year thereafter and through January 1, 2034, equal to the lesser of (A) 5% of our outstanding capital stock on the last day of the immediately preceding calendar year; and (B) such smaller amount as determined by our Board of Directors if so determined prior to January 1 of a calendar year in which the increase will occur, provided that no more than 625,000 shares of common stock may be issued upon the exercise of Incentive Stock Options.
GAAP, or any other financial reporting standard that may be applicable in the future, or (b) the fair value of the shares of our Common Stock at the time of exercise of an option or at the time of vesting of an RSU, as applicable.
GAAP, or any other financial reporting standard that may be applicable in the future, or (b) the fair value of the shares of our common stock at the time of exercise of an option or at the time of vesting of an RSU, as applicable. ITEM 6. [RESERVED].
After such three-month period, all such unexercised awards will terminate and the shares covered by such awards shall again be available for issuance under the 2023 Plan. 55 In the event of termination of a grantee’s employment or service with us or any of our affiliates due to such grantee’s death or permanent disability, or in the event of the grantee’s death within the three month period (or such longer period as determined by the Administrator) following his or her termination of service, all vested and exercisable awards held by such grantee as of the date of termination may be exercised by the grantee or the grantee’s legal guardian, estate or by a person who acquired the right to exercise the award by bequest or inheritance, as applicable, within one year after such date of termination, unless otherwise provided by the Administrator, but in no event later than the date of expiration of the award as set forth in the award agreement.
In the event of termination of a grantee’s employment or service with us or any of our affiliates due to such grantee’s death or permanent disability, or in the event of the grantee’s death within the three month period (or such longer period as determined by the Administrator) following his or her termination of service, all vested and exercisable awards held by such grantee as of the date of termination may be exercised by the grantee or the grantee’s legal guardian, estate or by a person who acquired the right to exercise the award by bequest or inheritance, as applicable, within one year after such date of termination, unless otherwise provided by the Administrator, but in no event later than the date of expiration of the award as set forth in the award agreement.
Certain awards under the 2023 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. 54 Unless otherwise determined by the Administrator and stated in the award agreement, and subject to the conditions of the 2023 Plan, awards vest and become exercisable under the following schedule: 25% of the shares covered by the award on the first anniversary of the vesting commencement date determined by the Administrator (and in the absence of such determination, the date on which such award was granted) and 6.25% of the shares covered by the award at the end of each subsequent three-month period thereafter over the course of the following three years; provided that the grantee remains continuously as an employee or provides services to us throughout such vesting dates.
Unless otherwise determined by the Administrator and stated in the award agreement, and subject to the conditions of the 2023 Plan, awards vest and become exercisable under the following schedule: 25% of the shares covered by the award on the first anniversary of the vesting commencement date determined by the Administrator (and in the absence of such determination, the date on which such award was granted) and 6.25% of the shares covered by the award at the end of each subsequent three-month period thereafter over the course of the following three years; provided that the grantee remains continuously as an employee or provides services to us throughout such vesting dates.
Holders of Common Stock As of December 31, 2024, there were approximately 2,853 stockholders of record of our Common Stock and 5,296,945 shares of our Common Stock outstanding. Our transfer agent is Transfer Online, 512 SE Salmon Street, Portland, OR 97214-3444, telephone: (503) 227-2950.
Holders of common stock As of December 31, 2025, there were approximately 2,707 stockholders of record of our common stock and 10,670,392 shares of our common stock outstanding. Our transfer agent is Transfer Online, 512 SE Salmon Street, Portland, OR 97214-3444, telephone: (503) 227-2950.
The 2023 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102 of the Israeli Income Tax Ordinance (New Version) 5271-1961 (the “Ordinance”), and Section 3(i) of the Ordinance and for awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 of the Code and Section 409A of the Code.
The 2023 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102 of the Israeli Income Tax Ordinance (New Version) 5271-1961 (the “Ordinance”), and Section 3(i) of the Ordinance and for awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 of the Code and Section 409A of the Code. 56 Section 102 of the Ordinance allows employees, directors and officers who are not controlling stockholders and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options under certain terms and conditions.
ITEM 5. MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY Market Information Our Common Stock is currently quoted on the OTC Markets, Pink Tier under the symbol “VBIX”.
ITEM 5. MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY Market Information Our common stock is currently quoted on the Nasdaq Capital Market under the symbol “VBIX”. Our common stock has been traded on the Nasdaq since July 5, 2025.
Outstanding Warrants The following table summarizes information of outstanding warrants as of December 31, 2024: Warrants Warrant Term Exercise Price Exercisable Class J Warrants 32,584 July 2029 $ 53.76 32,584 Class K Warrants 32,584 July 2029 $ 89.60 32,584 2023 Warrants 120,000 December 2025 $ 2.00 120,000 June 2024 Facility Warrants 183,679 June 2027 $ 1.00 183,679 June 2024 Lead Lender Warrant 50,000 June 2027 $ 1.00 50,000 June 2024 Lead Lender Fee Warrant 5,296,610 June 2027 $ 0.472 5,296,610 PIPE Warrants 385,332 July 2027 $ 1.00 385,332 First July 2024 Facility Warrants 300,000 July 2027 $ 1.00 300,000 First July 2024 Facility Fee Warrants 250,000 July 2027 $ 1.00 250,000 Second July 2024 Facility Warrants 360,000 July 2027 $ 1.00 360,000 Securities Authorized for Issuance under Equity Compensation Plans As of the date of this Annual Report, the Company has authorized 1,076,254 shares of Common Stock for issuance under our 2023 Stock Incentive Plan (the “2023 Plan”).
Outstanding Warrants The following table summarizes information of outstanding warrants as of December 31, 2025: Warrants Warrant Term Exercise Price Exercisable Class J Warrants 32,584 July 2029 53.76 32,584 Class K Warrants 32,584 July 2029 89.60 32,584 June 2024 Facility Warrants 18,257 June 2027 1.00 18,257 June 2024 Lead Lender Fee Warrant 155,884 June 2027 1.00 155,884 June 2024 Lead Lender Fee Warrants 5,296,610 June 2027 0.472 5,296,610 2024 PIPE Warrants 57,190 July 2027 1.00 57,190 2025 July Private Placement - pre-funded warrants 56,584 Until exercised in full 0.00 56,584 2025 July Private Placement – common warrants 925,923 January 2031 4.74 925,923 55 Securities Authorized for Issuance under Equity Compensation Plans As of the date of this Annual Report, the Company has authorized 2,713,613 shares of common stock for issuance under our 2023 Stock Incentive Plan (the “2023 Plan”).
Removed
Section 102 of the Ordinance allows employees, directors and officers who are not controlling stockholders and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options under certain terms and conditions.
Added
On July 11, 2025, our Board of Directors approved an increase in the number of shares of common stock reserved for issuance under the 2023 Plan by up to 2,713,613 shares of common stock. Administration .
Removed
In the event of a distribution of a cash dividend to all shareholders, the Administrator may determine, without the consent of any holder of an award, that the exercise price of an outstanding and unexercised award shall be reduced by an amount equal to the per share gross dividend amount distributed by us, subject to applicable law.
Added
Certain awards under the 2023 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards.
Removed
Recent Sales of Unregistered Securities Upon the Closing of the Reorganization Transaction and pursuant to the terms of the agreement thereof, the Company issued 3,385,049 shares of Common Stock to shareholders of Gix Media in consideration for 100% of the outstanding share capital of Gix Media.
Added
After such three-month period, all such unexercised awards will terminate and the shares covered by such awards shall again be available for issuance under the 2023 Plan.
Removed
The shares of Common Stock were issued under Regulation S of the Securities Act of 1933, as amended (“Regulation S”). See “ Item 1. Description of Business - Reorganization Transaction with Gix Media Ltd . ” , for further information.
Added
Intercompany Agreements In connection with the adoption of our 2023 Plan, on March 7, 2023 we entered into certain intercompany agreements with two of our subsidiaries, Viewbix Israel and Gix Media (the “Intercompany Agreements”).
Removed
On May 18, 2023, the Company issued 27,778 shares of restricted Common Stock to Amitay Weiss, a director of the Company. The shares of Common Stock were issued as a special bonus equity grant to Mr.
Removed
Weiss and under Regulation S. 2023 Loan Agreement On November 15, 2023, 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).
Removed
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.
Removed
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.
Removed
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.
Removed
Each 2023 Warrant has an exercise price per share of Common Stock of $2.00 and will expire and cease to be exercisable on December 31, 2025. The 2023 Warrants were issued to the Lenders pursuant to Regulation S (see note 10.D of our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K).
Removed
June 2024 Facility Agreement On July 22 2024, we issued to the June 2024 Lenders, 183,679 shares of Common Stock and the June 2024 Facility Warrants to purchase an equal number of shares of Common Stock as an advance payment for the June 2024 Facility Interest accruing under the June 2024 Credit Facility for the first year.
Removed
In addition, in connection with the June 2024 Credit Facility, we issued to the Lead Lender, 50,000 shares of Common Stock and the June 2024 Lead Lender Warrant to purchase 50,000 shares of Common Stock and the June 2024 Lead Lender Fee Warrant to purchase 625,000 shares of Common Stock.
Removed
The securities were issued to the June 2024 Lenders and the Lead Lender pursuant to Regulation S. See “ Item 1.
Removed
Description of Business -June 2024 Facility Agreement” , for further information. 57 Private Placement On July 3, 2024, we entered into a Purchase Agreement with the Investors pursuant to which we issued 256,875 shares of Common Stock and the PIPE Warrants to purchase up to 385,332 shares of Common Stock.
Removed
In addition, upon the closing of the Private Placement, we issued 12,844 shares of our Common Stock to the Lead Investor as part of its commission fee. The securities were issued to the Investors and the Lead Investor pursuant to Regulation S. See “ Item 1. Description of Business -Private Placement” , for further information.
Removed
First July 2024 Facility Agreement On July 22, 2024, we issued to the First July 2024 Lender, 300,000 shares of Common Stock and 300,000 First July 2024 Facility Warrants, as an advance payment of the First July 2024 Facility Interest accruing under the First July 2024 Credit Facility for the first year.
Removed
In addition, we issued to the First July 2024 Lender a one-time fee consisting of 125,000 shares of Common Stock, and the First July 2024 Facility Fee Warrant to purchase 250,000 shares of Common Stock. The securities were issued to the First July 2024 Lender pursuant to Regulation S. See “ Item 1.
Removed
Description of Business - First July 2024 Facility Agreement” , for further information.
Removed
Second July 2024 Facility Agreement On July 28, 2024 we issued to the Second July 2024 Lenders, 360,000 shares of Common Stock and 360,000 Second July 2024 Facility Warrants, as an advance payment of the Second July 2024 Facility Interest accruing under the Second July 2024 Credit Facility the first year.
Removed
In addition, we issued to the Second July 2024 Lenders a one-time fee consisting of 150,000 shares of our Common Stock. The securities were issued to the Second July 2024 Lenders pursuant to Regulation S. See “ Item 1. Description of Business - Second July 2024 Facility Agreement” , for further information.
Removed
Services Agreements On July 14, 2024 and July 25, 2024, we issued 120,000 shares of Common Stock to the Consultants as partial compensation for their services under the Consulting Agreements. The shares were issued to the Consultants pursuant to Regulation S. See “ Item 1. Description of Business - Service Agreement s. ” , for further information. ITEM 6. [RESERVED].

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

36 edited+82 added−30 removed9 unchanged
Biggest changeThe reason for the increase in the year ended December 31, 2024 is due to: (i) an increase in changes in assets and liabilities items in an amount of $1,546 thousand during the year ended December 31, 2024 as compared to the year ended December 31, 2023 due to improvement in customer collection days, mainly in the Content Platform; (ii) an increase in the net loss for the year ended December 31, 2024 in an amount of $5,419 thousand as compared to the year ended December 31, 2023 due to the decrease in the company’s revenues; and (iii) an increase in adjustments to reconcile net income to net cash provided by operating activities in an amount of $4,482 thousand during the year ended December, 31 2024 as compared to the year ended December 31 2023 mainly due to increase in goodwill impairment in amount of $2,568 thousand as compare to the year ended December 31, 2023 and due to a loss from loan modifications in the amount of $ 1,914 thousand during the year ended December 31, 2024 .
Biggest changeThe reason for the decrease in the year ended December 31, 2025 is due to: (i) a decrease in changes in assets and liabilities items in an amount of $760 thousand during the year ended December 31, 2025 as compared an increase in the amount of $2,042 thousand during the year ended December 31, 2024 mainly due to fact that Gix Media paid approximately $1.13 million to the Service Providers as part of the settlement agreement, and (ii) an increase in the net loss continuing operations for the year ended December 31, 2025 in an amount of $9,820 thousand as compared to the year ended December 31, 2024 due to the decrease in the company’s revenues.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND PLAN OF OPERATION Overview The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our consolidated financial statements and notes thereto.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS Overview The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our consolidated financial statements and notes thereto.
During the year ended December 31, 2024, the number of search referrals to the Gix Major Customer conducted by users from the indirect model was 42.1 million, as compared to 243.0 million for the year ended December 31, 2023.
During the year ended December 31, 2025, the number of search referrals to the Gix Major Customer conducted by users from the indirect model was 0.5 million, as compared to 42.1 million for the year ended December 31, 2024.
During the year ended December 31, 2024, the number of search referrals to the Gix Major Customer conducted by users from the direct model was 55.1 million, compared to 93.5 million for the year ended December 31, 2023.
During the year ended December 31, 2025, the number of search referrals to the Gix Major Customer conducted by users from the direct model was 21.51 million, compared to 55.1 million for the year ended December 31, 2024.
Our revenue from Gix Media’s Search Platform’s indirect model was $1,847 thousand for the year ended December 31, 2024, compared to $16,375 thousand for the year ended December 31, 2023.
Our revenue from Gix Media’s Search Platform’s indirect model was $25 thousand for the year ended December 31, 2025, compared to $1,769 thousand for the year ended December 31, 2024.
As of December 31, 2024, we had $1,638 thousand in non-current liabilities consisting of $496 thousand long-term loans and $1,142 thousand in deferred taxes.
As of December 31, 2024, we had $1,530 thousand in non-current liabilities consisting of $496 thousand long-term loans, $222 thousand in deferred taxes and $812 thousand in non-current liabilities of discontinued operations.
During the fiscal year ended December 31, 2024, we had $1 thousand negative cash flow from investing activities as compared to $16 thousand negative cash flow from investing activities during the year ended December 31, 2023.
During the fiscal year ended December 31, 2025, we had $0 thousand cash flow from investing activities of discontinuing operations as compared to $1 thousand negative cash flow from investing activities of discontinuing operations during the year ended December 31, 2024.
The reason for the increase in our income tax benefit during the year ended December 31, 2024, is due to the decrease in income before tax.
Our income tax benefit was $39 thousand for the year ended December 31, 2025, as compared to $131 thousand income tax expense for the year ended December 31, 2024. The reason for the increase in our income tax benefit during the year ended December 31, 2025, is due to the decrease in income before tax.
As of December 31, 2024, we had $12,929 thousand in current liabilities consisting of $5,935 thousand in accounts payable, $812 thousand in other payables, $5,374 thousand in short term loans and current maturities of a long-term loans, $29 thousand in embedded derivatives and $779 thousand in short-term convertible loans.
As of December 31, 2024, we had $12,929 thousand in current liabilities consisting of $2,442 thousand in accounts payable, $597 thousand in other payables, $4,544 thousand in short term loans and current maturities of a long-term loans, $29 thousand in embedded derivatives, $779 thousand in short-term convertible loans and $4,538 thousand in current liabilities of discontinued operations.
Critical Accounting Policies and Estimates Our significant accounting policies are summarized in note 2 to our consolidated financial statements. We identify here a number of policies that entail significant judgments or estimates by management. Business Combination - Reorganization Transaction See note 1B to our consolidated financial statements.
Critical Accounting Policies and Estimates Our significant accounting policies are summarized in note 2 to our consolidated financial statements. We identify here a policy that entail significant judgments or estimates by management. Business Combination - Metagramm acquisition See notes 1C and 8 C to our consolidated financial statements.
Liquidity and Capital Resources As of December 31, 2024, we had current assets of $7,752 thousand consisting of $624 thousand in cash and cash equivalents, $58 thousand in restricted deposits, $1,832 thousand in accounts receivable, $1,257 thousand in other current assets and $3,981 thousand in the loan to our parent company, in accordance with the Second Loan Agreement, as defined below.
As of December 31, 2024, we had current assets of $7,752 thousand consisting of $24 thousand in cash and cash equivalents, $30 thousand in restricted deposits, $557 thousand in accounts receivable, $775 thousand in other current assets, $2,385 thousand in current assets of discontinued operations and $3,981 thousand in the loan to our parent company, in accordance with the Second Loan Agreement, as defined below.
During the fiscal year ended December 31, 2024, we had $2,783 thousand negative cash flow from financing activities as compared to $3,376 thousand negative cash flow from financing activities during the year ended December 31, 2023.
During the fiscal year ended December 31, 2025, we had $3,800 thousand positive cash flow from financing activities of continuing operations as compared to $2,113 thousand negative cash flow from financing activities of continuing operations during the year ended December 31, 2024.
We had a negative working capital of $5,177 thousand as compared to a negative working capital of $1,968 thousand as of December 31, 2024, and December 31, 2023, respectively.
We had a negative working capital of $2,411 thousand as of December 31, 2025, as compared to a negative working capital of $5,177 thousand as of December 31, 2024.
As of 31 December, 2024, we had cash and cash equivalents $624, bank loans of $5,528 and an accumulated deficit of $22,714. Such a decline in revenues raise a substantial doubt about our ability to continue as a going concern during the 12-month period following the issuance date of our consolidated financial statements for the year ended December 31, 2024.
Such a decline in revenues raise a substantial doubt about our ability to continue as a going concern during the 12-month period following the issuance date of our consolidated financial statements for the year ended December 31, 2025.
Sales and marketing expenses for the year ended December 31, 2024, were $1,641 thousand as compared to $2,805 thousand for the year ended December 31, 2023. The reason for the decrease in the year ended December 31, 2024, is due to the expense reduction primarily in salaries in the Content Platforms, as compared to the year ended December 31, 2023.
The reason for the decrease in the year ended December 31, 2025 is due to the expense reduction primarily in salaries and professional services during the year ended December 31, 2025. Sales and marketing expenses for the year ended December 31, 2025, were $100 thousand as compared to $309 thousand for the year ended December 31, 2024.
During the fiscal year ended December 31, 2024, we had positive cash flow from operations of $1,543 thousand as compared to positive cash flow from operations of $934 thousand during the year ended December 31, 2023.
During the fiscal year ended December 31, 2025, we had $170 thousand positive cash flow from financing activities of discontinuing operations as compared to $670 thousand negative cash flow from financing activities of discontinuing operations during the year ended December 31, 2024.
According to the Financing Agreement, Gix Media undertook to meet a financial covenant over the life of the loans.
According to the Financing Agreement, Gix Media undertook to meet a financial covenant over the life of the loans. As of December 31, 2025, Gix Media is in compliance with the financial covenant in connection with the Financing Agreement.
In order to increase the revenues from the Search Platform’s indirect model, the Company is planning to renew the credit received from third-party strategic partners. Traffic acquisition and related costs for the year ended December 31, 2024, were $21,987 thousand, a decrease of $48,464 thousand as compared to $70,451 thousand for the year ended December 31, 2023.
In order to increase the revenues from the Search Platform’s indirect model, the Company engaged with new third-party strategic partners in 2025. Traffic acquisition and related costs for the year ended December 31, 2025, were $297 thousand, a decrease of $1,433 thousand as compared to $1,730 thousand for the year ended December 31, 2024.
As of December 31, 2024, Gix Media is in compliance with the financial covenant in connection with the Financing Agreement. 62 Going Concern During the period ended December 31 2024, we experienced a decrease in revenues from digital content due to Cortex Adverse Effect, in addition decrease in revenues from search segment due lower user traffic acquired from third party advertising platforms, an industry-wide reduction in advertising budgets, changes and updates to internet browsers, which adversely impacted our 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, due to lack of availability of supplier credit from such partners.
Going Concern During the period ended December 31 2025, we experienced a decrease in its revenues from the Search Platforms and Cortex’s digital content platform as a result of the Cortex Adverse Effect, a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers’ technology, which adversely impacted the 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.
Further, any adverse conditions in the financial markets could make it more difficult to obtain future financing through the issuance of equity or debt securities when and if needed.
In the event that we seek to raise funds through additional private placements of equity or convertible debt, the trading price of our common stock could be adversely affected. Further, any adverse conditions in the financial markets could make it more difficult to obtain future financing through the issuance of equity or debt securities when and if needed.
As a result of such decreases, for the year ended December 31, 2024, we recorded an operating loss of $11,555 compared to $7,442 during the year ended December 31, 2023, and a net loss of $14,106 compared to $8,687 during the year ended December 31, 2023.
As a result of such decreases, for the year ended December 31, 2025, we recorded an operating loss from continuing operations of $2,184 thousand compared to $837 thousand during the year ended December 31, 2024, and a net loss of $20,815 thousand compared to $14,106 thousand during the year ended December 31, 2024.
The reason for the decrease in the year ended December 31, 2024, is due to the decrease in revenues from both the Content and Search Platforms as compared to the year ended December 31, 2024, as mentioned above.
The reason for the decrease in the year ended December 31, 2025, is due to the decrease in revenues as compared to the year ended December 31, 2024, as mentioned above. Research and development expenses for the year ended December 31, 2025, were $69 thousand as compared to $830 thousand for the year ended December 31, 2024.
The income approach to valuation is based on the present value of future cash flows attributable to each identifiable intangible asset. This approach to valuation requires management to make significant estimates and assumptions including but not limited to: discount rates, future cash flows, technology, and customer relationships.
This approach to valuation requires management to make significant estimates and assumptions including but not limited to: discount rates, future cash flows, technology, and customer relationships. The Monte Carlo Method requires management to make significant estimates and assumptions including but not limited to: discount rates, future cash flows and other management’s estimates.
As of December 31, 2024, we had non-current assets of $14,322 thousand consisting of $63 thousand in deferred taxes, $164 thousand in property and equipment net, $9,552 thousand in intangible assets net and $4,579 thousand in goodwill.
As of December 31, 2024, we had non-current assets of $14,214 thousand consisting of $56 thousand in deferred taxes, $17 thousand in property and equipment net, $1,886 thousand in intangible assets net, $1,083 thousand in goodwill and $11,172 thousand in non-current assets of discontinued operations.
Research and development expenses for the year ended December 31, 2024, were $1,879 thousand as compared to $2,893 thousand for the year ended December 31, 2023. The reason for the decrease in the year ended December 31, 2024 is due to the expense reduction in both the Content and Search Platforms during the year ended December 31, 2024.
The reason for the decrease in the year ended December 31, 2025, is due to the expense reduction primarily in salaries, as compared to the year ended December 31, 2024. General and administration expenses for the year ended December 31, 2025, were $1,625 thousand as compared to $1,853 thousand for the year ended December 31, 2024.
Our revenue from Gix Media’s Search Platform’s direct model was $3,200 thousand for the year ended December 31, 2024, compared to $4,094 thousand for the year ended December 31, 2023.
Results of Operations during the year ended December 31, 2025, as compared to the year ended December 31, 2024 Revenues for the year ended December 31, 2025, were $1,569 thousand a decrease of $3,400 thousand as compared to $4,969 thousand for the year end December 31, 2024. 64 Our revenue from Gix Media’s Search Platform’s direct model was $1,518 thousand for the year ended December 31, 2025, compared to $3,200 thousand for the year ended December 31, 2024.
The reason for the decrease in the year ended December 31, 2024, is due to the expense reduction primarily in salaries, rental and headquarters expenses in the year ended December 31, 2024, as compared to the year ended December 31, 2023. 60 Our depreciation and amortization expenses for the year ended December 31, 2024, were $3,012 thousand, a slight increase as compared to $2,952 thousand during the same period in the prior year.
Our depreciation and amortization expenses for the year ended December 31, 2025, were $848 thousand, a slight increase as compared to $813 thousand during the same period in the prior year. Our other expenses were $814 thousand for the year ended December 31, 2025, compared to $271 during the year ended December 31, 2024.
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 loan and $85 thousand in operating lease liabilities. 61 As of December 31, 2023, we had $4,885 thousand in non-current liabilities consisting of $3,064 thousand long-term loan, $304 thousand in operating lease liabilities - long term and $1,517 thousand in deferred taxes.
As of December 31, 2025, we had $4,063 thousand in current liabilities consisting of $1,204 thousand in accounts payable, $951 thousand in other payables, $1,041 thousand in short term loans and current maturities of a long-term loans and $867 thousand in short-term convertible loans.
In the year ended December 31, 2024, the Company’s recorded other expenses mainly due to professional expenses incurred in connection with the Company’s planned Uplist which was offset by other income mainly due to Gix Media and Cortex receiving governmental grants from the Israel Tax Authority in relation to the “Iron Swords” war.
Other expenses for the year ended December 31, 2024, were primarily related to costs incurred in connection with the Uplist which were offset by other income attributable to governmental grants received by Gix Media from the Israel Tax Authority in connection with the war in Israel. 65 Our net financial expense was $11,253 thousand for the year ended December 31, 2025, as compared to net financial expense of $2,610 thousand for the year ended December 31, 2024.
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, 2025, we had non-current assets of $9,105 thousand consisting of $12 thousand in deferred taxes, $56 thousand in property and equipment net, $600 thousand in financial assets measured at cost method, $2,045 thousand in intangible assets net and $6,392 thousand in goodwill.
Availability of Additional Capital Our potential financing transactions may include the issuance of equity and/or debt securities including convertible debt, obtaining credit facilities, or other financing mechanisms. In the event that we seek to raise funds through additional private placements of equity or convertible debt, the trading price of our common stock could be adversely affected.
Our consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 67 Availability of Additional Capital Our potential financing transactions may include the issuance of equity and/or debt securities including convertible debt, obtaining credit facilities, or other financing mechanisms.
Third party appraisal firms and other consultants are engaged to assist management in determining the fair values of certain assets acquired and liabilities assumed. Different valuations approaches are used to value different types of intangible assets. The Company primarily uses the income approach in the valuation of intangible assets.
In addition, the Company estimated the fair value of the contingent consideration (“Earn-out Liability”) of $1,010 thousands as of the acquisition date. Third party appraisal firms and other consultants are engaged to assist management in determining the fair values of the Intangible Assets and Earn-out Liability.
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions. 58 Organizational Background The Registrant was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, InFerGene Company.
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions. Overview Viewbix is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns.
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, $973 thousand in other current receivables and $3,752 thousand in the loan to our parent company, in accordance with the Second Loan Agreement, as defined below.
Liquidity and Capital Resources As of December 31, 2025, we had current assets of $1,652 thousand consisting of $1,018 thousand in cash and cash equivalents, $20 thousand in restricted deposits, $315 thousand in accounts receivable and $299 thousand in other current assets.
The reason for the increase during the year ended December 31, 2024, is mainly due to financing expenses recorded due to accounting treatment of financial instruments, created and recorded as part of the June 2024 Credit Facility Our income tax benefit was $213 thousand for the year ended December 31, 2024, as compared to $66 thousand income tax benefit for the year ended December 31, 2023.
The reason for the increase during the year ended December 31, 2025 is mainly attributable to financing expenses related to financial instruments arising from facility agreements entered into during June and July 2024, which are measured at fair value.
However, there is significant uncertainty whether we will be successful in accomplishing our plans or we will be able to obtain sufficient funds when needed. Our consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
However, there is significant uncertainty as to whether the Company will be able to secure additional funds when needed.
Removed
On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc. Emerald Medical Applications Ltd.
Added
Viewbix’s operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their. With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video.
Removed
On March 16, 2015, Zaxis and Emerald Israel executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned subsidiary. Accordingly, on September 14, 2015, the Company changed its name to Emerald Medical Applications Corp.
Added
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.
Removed
On May 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney as special executor for Emerald Israel. Virtual Crypto Technologies Ltd. On January 17, 2018, the Company formed a new wholly-owned subsidiary, VCT.
Added
However, due to the Company’s failure to meet predetermined sales targets which were set pursuant to the recapitalization transaction with Gix Internet Ltd. in January 2020, the Company determined to reduce its operations and the size of its sales and R&D team in the Digital Advertising Platform.
Removed
On February 22, 2018, the Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. to reflect its new operations and business focus. On January 27, 2020, VCT Israel was sold to a third party for NIS 50,000 ($14,459).
Added
The Company, through its subsidiary, Gix Media, is focused on digital advertising operations the Search Platform. Gix Media develops and markets a variety of technological software solutions that automate, optimize and monetize online campaigns. These technological tools enable advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their sites.
Removed
Recapitalization Transaction On February 7, 2019, the Company entered into the Recapitalization Transaction with Gix Internet, pursuant to which, Gix Internet assigned, transferred and delivered 99.83% of its holdings in Viewbix Israel, to the Company in exchange for Common Stock of the Company, which resulted in Viewbix Israel becoming a subsidiary of the Company.
Added
Through the Search Platform, the Company provides services to leading Search Engines worldwide by developing, marketing and distributing software products to internet users.
Removed
In connection with the Recapitalization Transaction, effective as of July 26, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc.
Added
The operations and activity on this platform are powered by Gix Media. 59 Until November 2025, in addition to Gix Media’s Search Platform, the Company, through a previous majority-owned subsidiary of Gix Media, Cortex, operated a digital content platform, which produced engaging content and marketing material in various languages to various target audiences, in order to generate revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms.
Removed
Reorganization Transaction On September 19, 2022, the Company consummated the Reorganization Transaction with Gix Media pursuant to which Gix Media Shares were exchanged for shares of the Company’s Common Stock, which resulted in Gix Media becoming a wholly owned subsidiary of the Company.
Added
Following the Cortex Sale (as defined below), the Company only operates the Search Platform. The Company, through its wholly-owned subsidiary, Quantum, is focused on developing and promoting quantum algorithms for the transportation, drug discovery and security segments as well as developing quantum-based GPS replacement and quantum atom accuracy solutions.
Removed
Prior to the closing of the Reorganization Transaction, Gix Media was a majority-owned subsidiary of Gix Internet, which held approximately 58% of the Common Stock of the Company, on a fully diluted basis.
Added
Quantum currently owns and operates six portfolio-companies, each dealing with a different quantum segment and challenge.
Removed
Following the Reorganization Transaction, holders of the Gix Media Shares held 90% of the Company’s Common Stock on a fully diluted basis, with Gix holding 76.67% of the Common Stock on a fully diluted basis. Cortex Acquisition On October 13, 2021, Gix Media acquired 70% (on a fully diluted basis) of the share capital of Cortex.
Added
Quantum’s proprietary intellectual property portfolio, including an innovative patent in quantum error correction, sub-licensed in collaboration with Ramot, the technology transfer company of Tel Aviv University, addresses critical challenges in noisy intermediate-scale quantum devices by enabling efficient, real-time decoding of surface code errors—reducing computational overhead by up to 50% compared to traditional methods and supporting scalable fault-tolerant quantum computing.
Removed
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.
Added
The Company, through its wholly-owned subsidiary, Metagramm, is focused on artificial intelligence (AI) and natural language processing (NLP) communication-based solutions. Metagramm specializes in developing advanced writing assistance tools that leverage artificial intelligence, machine learning and natural language processing technologies.
Removed
The Cortex Acquisition also includes the obligation (and right) of Gix Media to acquire 30% of Cortex’s Remaining Balance Shares, such that following the completion of the acquisition of all the Remaining Balance Shares, Gix Media will hold 100% of Cortex’s share capital on a fully diluted basis.
Added
Metagramm’s main product, “Bubbl” is a writing tool designed to provide personalized and customized text tailored to the user’s unique expression and can translate various languages into English. Metagramm licenses its products on a subscription basis to businesses and individual customers.
Removed
In January 2023, the Gix Media acquired 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 KPIs, as conditioned in the definitive agreements of the Cortex Acquisition.
Added
Recent Developments Quantum Acquisition On December 15, 2025, we entered into a securities exchange agreement (the “Quantum Exchange Agreement”) with Quantum and certain of the shareholders of Quantum (the “Quantum Shareholders”) pursuant to which we agreed to issue to the Quantum Shareholders an aggregate of up to 40.0% of our issued and outstanding capital stock as of December 15, 2025, inclusive of the 800,000 shares of our common stock issuable by us in a private placement offering that we entered into in November 2025 (the “Private Placement Shares”), consisting of (i) up to 2,666,000 shares of our common stock, representing 19.99% of our issued and outstanding capital stock (the “Viewbix Exchange Shares”), inclusive of the Private Placement Shares, and (ii) pre-funded warrants to purchase up to 4,447,595 shares of our common stock, representing the balance of up to the 40.0%, as of December 15, 2025, less the Viewbix Exchange Shares (the “Viewbix Exchange Pre-Funded Warrants”), in exchange for up to 100%, but not less than 85%, of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to an amount up to 589,319 of Quantum’s ordinary shares.
Removed
In connection with the Cortex Acquisition, at the closing date, Gix Media entered into the Financing Agreement with Leumi for the provision of a line of credit in the total amount of up to $3.5 million and a long-term loan totaling $6 million, which Gix Media used to finance the Cortex Acquisition. 59 Results of Operations during the year ended December 31, 2024, as compared to the year ended December 31, 2023 Revenues for the year ended December 31, 2024, were $26,941 thousand as compared to $79,613 thousand for the year end December 31, 2023.
Added
In addition, pursuant to the Quantum Exchange Agreement, we may issue up to 12,702,847 additional shares of our common stock or pre-funded warrants to purchase shares of our common stock (collectively, the “Earn-Out Securities”), upon the achievement of certain milestones as follows: (i) the issuance of up to 1,975,998 Earn-Out Securities upon the submission of five (5) patent applications including provisional applications in total, across at least three (3) distinct sub-fields within the quantum sector, by the Quantum or any of its Portfolio Companies (as defined in the Quantum Exchange Agreement) during the 18-month period following the Quantum Closing Date (as defined below), (ii) the issuance of up to 3,436,519 Earn-Out Securities upon the closing of listing, public offering, or an M&A Transaction (as defined in the Quantum Exchange Agreement) of any Portfolio Company of Quantum, at a pre-money valuation of no less than $20 million during the twenty four-month period following the Quantum Closing Date, and (iii) the issuance of up to 7,290,330 Earn-Out Securities upon the earlier of: (1) a capital raise of at least $10 million into either Viewbix or Quantum at a pre-money valuation of no less than $250 million; or (2) closing of any M&A Transaction of Quantum, at a pre-money valuation not less than $250 million during the 48-month period following the Quantum Closing Date.
Removed
Our revenues from Cortex’s Content Platform were $21,972 thousand for the year ended December 31, 2024, a decrease of $37,172 as compared to $59,144 thousand during the year end December 31, 2023. The reason for the decrease during the year ended December 31, 2024.
Added
Pursuant to the Quantum Exchange Agreement, the Earn-Out Securities may become issuable to the Quantum Shareholders only following the 12-month anniversary of the Quantum Closing Date, and only upon achievement of the applicable earn-out milestones set forth above. 60 The Viewbix Exchange Shares and the shares of common stock k issuable upon the exercise of the Viewbix Exchange Pre-Funded Warrants issuable to the Quantum Shareholders will be subject to a 12-month lock-up period following the Quantum Closing Date, subject to certain exceptions.
Removed
The reason for the decrease during the year ended December 31, 2024, is due to the Cortex Adverse Effect. The Company expects that the Content Platform will focus its operations on and revenue growth from the RSOC model.
Added
The Viewbix Exchange Pre-Funded Warrants and the pre-funded warrants issuable as Earn-Out Securities are, or will be, immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full.
Removed
Our revenues from Gix Media’s Search Platform for the year ended December 31, 2024, totaled $4,969 thousand, representing a decrease of $15,500 thousand compared to $20,469 thousand for the year ended December 31, 2023.
Added
The transaction closed on March 4, 2026 (the “Quantum Closing Date”) and resulted in us acquiring 100% of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis and Quantum becoming a majority-owned subsidiary of Viewbix.
Removed
General and administration expenses for the year ended December 31, 2024, were $2,268 thousand as compared to $2,877 thousand for the year ended December 31, 2023.
Added
November 2025 PIPE On November 5, 2025, we entered into a securities purchase agreement (the “Original SPA”) with certain accredited investors (the “Investors”) in connection with a private placement (the “November 2025 Private Placement”).
Removed
A goodwill impairment loss of $7,675 thousand was recorded during the year ended December 31, 2024, compared to $5,107 during the year ended December 31, 2023. The total amount of goodwill impairment loss recognized by the Company, in the year ended December 31, 2024, was related to the Content Platform (see note 6 to our consolidated financial statements).
Added
The Original SPA as a closing condition had that we shall have entered into a definitive and binding agreement to acquire 100% of the share capital on a fully diluted basis of Quantum.
Removed
Our other expenses were $34 thousand for the year ended December 31, 2024, compared to $0 during the year ended December 31, 2023.
Added
As of January 1, 2026, we had entered into a definitive and binding agreement to acquire only 85.01% of the share capital on a fully diluted basis of Quantum (the “Quantum Acquisition”). Accordingly, we and the Investors have amended certain terms of the November 2025 Private Placement.
Removed
Our net financial expense was $2,764 thousand for the year ended December 31, 2024, as compared to net financial expense of $1,281 thousand for the year ended December 31, 2023.
Added
On January 1, 2026, we entered into an amended and restated securities purchase agreement (the “November 2025 Purchase Agreement”) with the Investors pursuant to which we issued and sold an aggregate of 800,000 shares of our common stock (the “November 2025 Private Placement Shares”).
Removed
The reason for the decrease in the year ended December 31, 2024 is due to: (i) repayment of long-term bank loans in the amount of $510 thousand during the year ended December 31, 2024 as compared to $1,811 thousand during the year ended December 31, 2023, due to the fact that in the year ended December 31, 2024 certain payments in connection with the Financing Agreement were deferred; (ii) a decrease due to the fact that in the year ended December 31, 2023 an amount of $2,625 thousand was paid by Gix Media to non-controlling interests in connection with the purchase of 10% of Cortex’s share capital; (iii) negative changes net in the Company’s short-term bank loans in amount of $3,032 thousand during the year ended December 31, 2024 as compared to $0 thousand during the year ended December 31, 2023 and (iv) an increase of $630 thousand due to the receipt of short-term convertible loans under the Company’s existing credit facilities and the issuance of shares and warrants in connection with the Private Placement in amount of $198 thousand during the year ended December 31, 2024.
Added
Each November 2025 Private Placement Share was sold together with a number of warrants equal to the 80% of the total number of November 2025 Private Placement Shares sold in the November 2025 Private Placement, or in total warrants to purchase up to an aggregate of 640,000 shares of our common stock (the “November 2025 Common Warrants” and together with the November 2025 Private Placement Shares, the “November 2025 PIPE Securities”), at a combined purchase price of $1.75 per November 2025 Private Placement Share and accompanying November 2025 Common Warrant.
Removed
Our management’s plans to address these conditions include reducing salaries and operating expenses, cutting professional services, creating new revenues sources and forming new partnerships. During the period from June to August 2024, we raised $887 through a private placement and facility agreements.
Added
The November 2025 Private Placement closed on March 4, 2026 (the “Closing Date”). The November 2025 Common Warrants are immediately exercisable upon issuance at an exercise price of $2.625 per share, subject to adjustment as set forth therein, and will expire five years from the issuance date.

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