10q10k10q10k.net

What changed in Viewbix Inc.'s 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of Viewbix Inc.'s 2023 and 2024 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 2024 report.

+264 added−272 removedSource: 10-K (2025-03-21) vs 10-K (2024-03-25)

Top changes in Viewbix Inc.'s 2024 10-K

264 paragraphs added · 272 removed · 172 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

67 edited+27 added−25 removed102 unchanged
Biggest changeThere 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 practices. These complex laws may be implemented, interpreted, or enforced in a non-uniform or inconsistent way across jurisdictions, and we may not be aware of every development that impacts our business.
Biggest changeThe interpretation of data protection laws and related laws and regulations, and their application to the internet, is unclear and in a state of flux. There is a risk that these laws may be interpreted and applied in conflicting ways and in a manner that is not consistent with our current data protection or business practices.
These regulations result in significant compliance costs and could result in restricting the growth and profitability of the Company’s business by impeding the development of new services. The cost of complying with existing or new data privacy or data protection laws and regulations may limit our ability to gather the personal data needed to provide our services.
These laws and regulations result in significant compliance costs and could result in restricting the growth and profitability of the Company’s business by impeding the development of new services. The cost of complying with existing or new data privacy or data protection laws and regulations may limit our ability to gather the personal data needed to provide our services.
This monitoring system allows us to accumulate and analyze such data about any User in an optimal manner. 14 The vast number of Users who visit the Cortex Websites (which can reach up to one million Users per day) and the extensive information that Cortex collects in response, generate substantial traffic from the Users’ browser to the Cortex servers.
This monitoring system allows us to accumulate and analyze such data about any User in an optimal manner. The vast number of Users who visit the Cortex Websites (which can reach up to one million Users per day) and the extensive information that Cortex collects in response, generate substantial traffic from the Users’ browser to the Cortex servers.
This process is used as a predictive tool in order to predict the amount that Google will pay for future campaigns with us. This tool is regularly updated in real time, with new information that updates its predictive accuracy. Cortex successfully achieves such predictions at an accuracy level of more than 95%. 15 ● Campaign launch system.
This process is used as a predictive tool in order to predict the amount that Google will pay for future campaigns with us. This tool is regularly updated in real time, with new information that updates its predictive accuracy. Cortex successfully achieves such predictions at an accuracy level of more than 95%. ● Campaign launch system.
We are committed to creating a trusting environment where all ideas are welcomed and employees feel comfortable and empowered to draw on their unique experiences and backgrounds. 23 We consider our relations with our employees to be good. Employment Agreements Our non-executive employees are employed under written employment agreements, based on global monthly salary or on an hourly basis.
We are committed to creating a trusting environment where all ideas are welcomed and employees feel comfortable and empowered to draw on their unique experiences and backgrounds. We consider our relations with our employees to be good. Employment Agreements Our non-executive employees are employed under written employment agreements, based on global monthly salary or on an hourly basis.
With this process, it is possible to launch up to hundreds of campaigns within minutes, an action that, without using the system, may have taken a number of days of manual work. The dashboard that is used by the Creative Team to launch the campaign appears as such: ● Digital content management system.
With this process, it is possible to launch up to hundreds of campaigns within minutes, an action that, without using the system, may have taken a number of days of manual work. 22 The dashboard that is used by the Creative Team to launch the campaign appears as such: ● Digital content management system.
Government Regulation Our ability, and the ability of other marketing technology companies, to collect, augment, analyze, use and share data relies upon the ability to uniquely identify devices across websites and applications, and to collect data about user interactions with those devices for purposes such as serving relevant ads and measuring the effectiveness of ads.
Government Regulation Our ability, and the ability of other marketing technology companies, to collect, augment, analyze, use, process and share data relies upon the ability to uniquely identify devices across websites and applications, and to collect data about user interactions with those devices for purposes such as serving relevant ads and measuring the effectiveness of ads.
At the end of the bidding process, the system selects the winning bid, which is then sent to the Google ads server in order to receive a competing bid from Google. The ad from the winning bid is delivered to the Reader and displayed on the web-page. This bidding system is an important tool for the Cortex monetization system.
At the end of the bidding process, the system selects the winning bid, which is then sent to the Google ads server in order to receive a competing bid from Google. The ad from the winning bid is delivered to the Reader and displayed on the web-page. 23 This bidding system is an important tool for the Cortex monetization system.
Our main competitors in this market include: Ironsource, Perion, FireArc, Spigot, IAC and AOL. Content Platform As of the date of this Annual Report, there are companies that develop different types of software products, which enable partial performance of the operations that are performed by the Content Platform of Cortex.
Our main competitors in this market include: Ironsource, Perion, FireArc, Spigot, IAC and AOL. 25 Content Platform As of the date of this Annual Report, there are companies that develop different types of software products, which enable partial performance of the operations that are performed by the Content Platform of Cortex.
This system enables two main functions: ● Management and design of websites, including choosing the types of websites, defining texts, designing, and selecting images. ● Adoption of the website according to the functionality of each free software or browser add-on. ● Landing Page and Companion Information Management System.
This system 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.
Cortex developed a system to manage these articles, which includes version tracking, logs of changes, full back-up of the articles, and options to edit photos and text. This system is only used for internal purposes. 16 ● Digital content index and label system.
Cortex developed a system to manage these articles, which includes version tracking, logs of changes, full back-up of the articles, and options to edit photos and text. This system is only used for internal purposes. ● Digital content index and label system.
The system includes a collection of logical commands that allow for quick action. ● A landing page submission system which presents the landing page and the relevant companion information with the appropriate functionality for each free software or browser add-on. 12 ● Distribution Management System.
The system includes a collection of logical commands that allow for quick action. ● A landing page submission system which presents the landing page and the relevant companion information with the appropriate functionality for each free software or browser add-on. ● Distribution Management System.
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. 8 The revenues generated by Cortex from the Content Platform are entirely from the direct model.
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.
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, 2023, Gix Media has one major customer, a reputable international Search Engine (“Gix Major Customer”).
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”).
In 2024 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 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.
Contracts involving data processing which are based on the old EU SCCs and concluded on or before September 21, 2022, will continue to provide appropriate safeguards under the U.K. GDPR until March 21, 2024.
Contracts involving data processing which are based on the old EU SCCs and concluded on or before September 21, 2022, continued to provide appropriate safeguards under the U.K. GDPR until March 21, 2024.
Cortex focuses its R&D efforts in the Content Platform on improving its algorithm and AI, and on preparing work and monitoring tools for the creators of digital advertising. During the year ended December 31, 2023, the total R&D expenses of the Company in the Content Platform were $1.4 million.
Cortex focuses its R&D efforts in the Content Platform on improving its algorithm and AI, and on preparing work and monitoring tools for the creators of digital advertising. During the year ended December 31, 2024, the total R&D expenses of the Company in the Content Platform were $1.0 million.
The revenues generated by Gix Media from the Search Platform applying this model, constituted approximately 80% and 93% of the total revenues of Gix Media for the fiscal year-ended December 31, 2022 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 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.
We continue to identify attractive opportunities in the digital advertising market and examine different options to perform additional acquisitions. We focus on companies with substantial revenues that operate in emerging industries and which present considerable commercial potential.
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.
In addition, the BI system also sends automated reports to us and to our different partners (providers/customers), which present data on a weekly/quarterly/monthly or on a cumulative basis to be used by management and finance departments. ● Website Management System.
In addition, the BI system also sends automated reports to us and to our different partners (providers/customers), which present data on a weekly/quarterly/monthly or on a cumulative basis to be used by management and finance departments. ● Data matching with external platforms .
We estimate that during the twelve months following the date of this Annual Report, we will invest a total amount of approximately $1.7 million in R&D expenses in the Search Platform, primarily to improve our existing services and technologies in this platform.
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 $1.4 million in R&D expenses in the Content Platform, primarily to improve our existing services and technologies in this platform.
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 Content Platform, primarily to improve our existing services and technologies on this platform.
When purchasing these ad spaces, we receive assistance from Search Ads, a system that we developed for the purpose of managing the purchase process.
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.
See “ Item 1.A Risk Factors – Risks Related to Data Protection Regulation ,” for further information. Human Capital Management As of March 20, 2024, we (either directly through Viewbix, or through either Gix Media or Cortex) employ 43 full-time employees or consultants.
See “ Item 1.A Risk Factors - Risks Related to Data Protection Regulation ,” for further information. Human Capital Management As of March 18, 2025, we (either directly through Viewbix, or through either Gix Media or Cortex) employ 21 full-time employees or consultants.
Gix Media has generated revenues of approximately $12.3 million from the Gix Major Customer, constituting approximately 60% of the total revenues of Gix Media during the year ended December 31, 2023. 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.
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.
These systems extract and analyz e data from our intelligence and fraud detection systems and automatically recommend the most effective and efficient content in real- time. 11 ● Fraud detection system .
These systems extract and analyze data from our intelligence and fraud detection systems and automatically recommend the most effective and efficient content in real- time. ● Fraud detection system .
The manner in which existing laws and regulations will be applied to the internet in general, and how they will relate to our business in particular is unclear.
The manner in which existing laws and regulations will be applied to the internet in general, and how they will relate to our business in particular remain unclear and subject to change.
During the years ended December 31, 2023, and December 31, 2022, the total R&D expenses of the Company in the Search Platform, through Gix Media, were $1.5 million and $1.7 million, respectively.
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.
Cortex has generated revenues of approximately $11.3 million from Total Media and Google, constituting approximately 19% of the total revenues of Cortex during the year ended December 31, 2023. Marketing and Distribution We have a wide variety of products, and each product requires specific, tailor-made marketing and distribution models.
Cortex has generated revenues of approximately $5.5 million from Total Media and Google, constituting approximately 25% of the total revenues of Cortex during the year ended December 31, 2024. Marketing and Distribution We have a wide variety of products, and each product requires specific, tailor-made marketing and distribution models.
In addition, the U.K.’s General Data Protection Regulation (the “UK GDPR”), imposes robust obligations for the collection, control, use, sharing, disclosure and other processing of personal data and contains documentation and accountability requirements for data protection compliance.
In addition, the U.K.’s General Data Protection Regulation (the “UK GDPR”), imposes robust obligations for the collection, control, use, sharing, disclosure and other processing of personal data and contains documentation and accountability requirements for data protection compliance, as well as similar requirements and obligations as those included in the EU GDPR.
For the DSA, most provisions became applicable on February 17, 2024. The DSA and the DMA focus on creating a safer digital space, protecting fundamental rights of all users of digital services, and establishing a level playing field for businesses and consumers with regards to online platforms.
The DSA and the DMA focus on creating a safer digital space, protecting fundamental rights of all users of digital services, and establishing a level playing field for businesses and consumers with regards to online platforms.
Regulators around the world have adopted or proposed requirements regarding the collection, use, transfer, security, storage, destruction, and other processing of personal data. 20 We are subject to a number of U.S. federal and state laws and foreign laws and regulations that affect companies conducting business on the internet.
Legislators and Regulators around the world have adopted or proposed requirements regarding the collection, use, transfer, security, storage, destruction, and other processing of personal data, and regarding the use of analytic tools, tracking technologies and cookies We may be subject to a number of U.S. federal and state laws and foreign laws and regulations that affect companies conducting business on the internet.
According to the General Data Protection Regulation (“GDPR”), the processing and collection of personal data, or the gaining access to personal data is only allowed on condition that the subscriber or user concerned has given his or her informed consent, or that a different legal basis for such processing or collection exists.
According to the General Data Protection Regulation (“GDPR”), of personal data is only allowed on condition that the data subject has given his or her informed consent, or that a different legal basis for such processing or collection exists and justifies the processing of the personal data in question.
Moreover, the GDPR, presumably has an even wider territorial scope, as well as a broad definition of personal data which includes geolocation data and online identifiers, the collection and processing of which imposes more stringent user consent requirements. Further, the GDPR includes stringent operational requirements for companies that process personal data and contains significant penalties for non-compliance.
Moreover, the GDPR, has a wide territorial scope, as well as a broad definition of personal data which may include geolocation data and online identifiers, the collection and processing of which imposes more stringent legal requirements. Further, the GDPR includes stringent operational, legal and administrative requirements for companies that process personal data and contains significant penalties for non-compliance.
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. 17 Content Platform Cortex’s customers in the Content Platform include advertising companies that are active in the digital advertising market.
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.
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.
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.
In the European Union, similar data protection rules exist, as well as privacy legislation restricting the use of cookies and similar technologies.
In the European Union, similar data protection rules exist, as well as privacy legislation restricting the use of cookies and similar technologies (for example, the ePrivacy Directive discussed below).
We do not tolerate unlawful discrimination related to employment, and strive to ensure that employment decisions related to recruitment, selection, evaluation, compensation, and development, among others, are not influenced by race, color, religion, gender, age, ethnic origin, nationality, sexual orientation, marital status, or disability.
We employ people based on relevant qualifications, demonstrated skills, performance and other job-related factors. We do not tolerate unlawful discrimination related to employment, and strive to ensure that employment decisions related to recruitment, selection, evaluation, compensation, and development, among others, are not influenced by race, color, religion, gender, age, ethnic origin, nationality, sexual orientation, marital status, or disability.
The UK GDPR exposes us to two parallel regimes (GDPR and UK GDPR), each of which authorizes similar fines and may subject us to increased compliance risk based on differing, and potentially inconsistent or conflicting interpretation and enforcement by regulators and authorities (particularly, if the laws are amended in the future in divergent ways).
Both the EU GDPR and the UK GDPR expose us to similar fines and may subject us to increased compliance risk based on differing, and potentially inconsistent or conflicting interpretation and enforcement by regulators and authorities (particularly, if the laws are amended in the future in divergent ways).
Gix Media developed systems which are used for the optimization of the appearance of the content displayed to users, including landing pages and the creation of landing pages. This system periodically analyzes and assesses the effectiveness of the content displayed to users.
These systems 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.
As of the date of this Annual Report, Cortex has one major customer from its Content Platform operations, Google, which it engages directly through a services agreement by and between its subsidiary Samyo Technologies Ltd. and Google Ireland Limited. (“Google”).
All of the Bidders are repeat customers and the vast majority of the clusters are North American companies. 24 As of the date of this Annual Report, Cortex has one major customer from its Content Platform operations, Google, which it engages directly through a services agreement by and between its subsidiary Samyo Technologies Ltd. and Google Ireland Limited. (“Google”).
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.
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.
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 .
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.
After the users download these software products, they grant permission to us to refer the searches performed on these products to the Search Engines. ● Mobile devices applications (launcher) .
After the users download these software products, they grant permission to us to refer the searches performed on these products to the Search Engines. ● Searches to Search (referral of searches directly) .
In some jurisdictions like the EU, UK and Israel, the law and guidance on data transfers is rapidly developing and recent developments will require us to review and may require us to amend or supplement the legal mechanisms by which we make and/or receive personal data transfers. 22 On November 1, 2022, the Digital Markets Act, (the “DMA”), entered into force and on November 16, 2022, the Digital Services Act (the “DSA”), followed.
In some jurisdictions like the EU, UK and Israel, the law and guidance on data transfers is rapidly developing and recent developments will require us to review and may require us to amend or supplement the legal mechanisms by which we make and/or receive personal data transfers.
In addition, some countries are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services. 21 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.
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.
GDPR, generally prohibit the transfer of personal data from the Europe and U.K., to the United States and most other countries unless the transfer is to an entity established in a country deemed to provide adequate protection (such as Israel or the U.K.) or the parties to the transfer have implemented specific safeguards to protect the transferred personal data.
GDPR, generally prohibit the transfer of personal data from the Europe and U.K., to third countries unless the transfer is to an entity established in a country deemed to provide adequate protection (such as Israel or the U.K.) or the parties to the transfer have implemented specific safeguards to protect the transferred personal data, such as the EU or UK Standard Contractual Clauses (“SCCs”) or a certification under the EU-US Data Privacy Framework (“DPF”).
The GDPR requirements apply not only to third-party transactions, but also to transfers of data between us and our subsidiaries, including employee data. Data privacy legislation restricts the cross-border transfer of personal data. Specifically, the GDPR, other European Economic Area countries’ laws (the “EEA”), and 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. 29 Data privacy legislation restricts the cross-border transfer of personal data. Specifically, the GDPR, and the U.K.
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. Content Systems: The ten technological components of the Content Platform are as follows: ● Monitoring and Big Data Systems.
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.
As of the date of this Annual Report, the Company cannot estimate its size and positioning with relation to its other competitors and its size in the digital content market. Our main competitors in this market include: Perion, Buzz Feed, Pub+, Novelty, Hive Media and Kueez.
As of the date of this Annual Report, the Company cannot estimate its size and positioning with relation to its other competitors and its size in the digital content market. Our main competitors in this market include: Aporia, Tonic, System One, Spike Media, Front Story, Predicto and Kueez.
These agreements may be breached, and we may not have adequate remedies for any breach. We also rely on trade secrets to protect our product candidates. However, our trade secrets may otherwise become known or be independently discovered by competitors.
We also rely on trade secrets to protect our product candidates. However, our trade secrets may otherwise become known or be independently discovered by competitors.
These laws may also require us to make additional changes to our services in order for us or our customers to comply with such legal requirements. It may also increase our potential liability as a result of higher potential penalties for non-compliance and could reduce our ability to gather personal data used in the context of our services.
It may also increase our potential liability as a result of higher potential penalties for non-compliance and could reduce our ability to gather personal data used in the context of our services.
The purpose of the AI system for the valuation and prediction of the monetization is to predict the bids of the advertisers, according to a number of parameters, including the content of the article, the User, the day in the week and the time of day.
The ads are displayed pursuant to a real-time bidding process for each User who browses on one of the Cortex Websites. 21 The purpose of the AI system for the valuation and prediction of the monetization is to predict the bids of the advertisers, according to a number of parameters, including the content of the article, the User, the day in the week and the time of day.
There is intense competition in the digital advertising market, and Gix Media has many competitors from various fields. As of the date of this Annual Report, the Company cannot estimate its size and positioning compared to its other competitors and its size in the ad search market.
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.
Of these employees or consultants, 14 are employed or engaged by Gix Media, 24 are employed or engaged by Cortex and 5 primarily perform general administrative, business development and financial consulting tasks for Viewbix, Gix Media or Cortex. None of our employees are members of a union or subject to the terms of a collective bargaining agreement.
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.
Generally, our sales are performed by marketing and advertising agents and advertising agencies (“Bidders”), who represent end customers and receive advertising budgets from the end customers and purchase ad spaces with these budgets. All of the Bidders are repeat customers and the vast majority of the clusters are North American companies.
Content Platform Cortex’s customers in the Content Platform include advertising companies that are active in the digital advertising market. Generally, our sales are performed by marketing and advertising agents and advertising agencies (“Bidders”), who represent end customers and receive advertising budgets from the end customers and purchase ad spaces with these budgets.
The process of referring searches to Search Engines starts with the purchase of ad space in leading content publishing websites by content recommendation platforms (such as Gemini, Yahoo!, Taboola and Outbrain). Such ad space displays content ads of ours on various subjects. The ad will offer the user a link to receive information or content on a specific subject.
The process of referring searches to Search Engines starts with the purchase of search results ads on Search Engines’ result pages (such as Yahoo!, Bing, Microsoft Ads and Google). The ad will offer the user a link to receive information or content on a certain subject.
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. 13 The following illustration describes the Readers’ traffic acquisition process: The Software manages the traffic activities of Users to the Cortex Websites by re-directing their traffic from various online platforms (such as Yahoo, AOL, Zamenta and Outbrain).
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.
The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the environmental, health and safety of our employees (EHS). The keys to our EHS success are a workforce that is engaged and a management team who supports and invests in employees’ wellbeing .
The keys to our EHS success are a workforce that is engaged and a management team who supports and invests in employees’ wellbeing. We consider our employees to be a key factor to our success and we are focused on attracting and retaining the best employees at all levels of our business.
Many of the present and potential competitors of the Company have financial, R&D, analytical systems, production resources and sales and marketing systems that are significantly larger in scope than those of the Company. 18 Search Platform As of the date of this Annual Report, there are companies that develop different types of software products which enable, in a partial manner, the performance of some of the actions performed by Gix Media’s Search Platform.
Search Platform As of the date of this Annual Report, there are companies that develop different types of software products which enable, in a partial manner, the performance of some of the actions performed by Gix Media’s Search Platform. There is intense competition in the digital advertising market, and Gix Media has many competitors from various fields.
We believe that our future success will depend, in part, on our continued ability to attract, hire and retain qualified personnel. In particular, we depend on the skills, experience and performance of our senior management and customer service and research personnel. We compete for qualified personnel with other ad-tech companies.
In particular, we depend on the skills, experience and performance of our senior management and customer service and research personnel. We compete for qualified personnel with other ad-tech companies. The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the environmental, health and safety of our employees (EHS).
Cortex works with dozens of advertisers that promote ads, display native ads, and videos on the Cortex Websites. The ads are displayed pursuant to a real-time bidding process for each User who browses on one of the Cortex Websites.
Cortex works with dozens of advertisers that promote ads, display native ads, and videos on the Cortex Websites.
Our commercial success also depends in part on our non-infringement of the patents or proprietary rights of third parties. The patent positions can be highly uncertain and involve complex and evolving legal and factual questions. 19 We have four patents that have been granted to us in the U.S.: ● U.S.
Our commercial success also depends in part on our non-infringement of the patents or proprietary rights of third parties.
Users who click these content ads will be directed to the webpage of the Search Engine’s results that includes relevant content from the Search Engines, based on the search terms related to the ad content. ◌ Stage A: Content ad of Gix Media is displayed in an ad space that was purchased by Gix Media on a publisher’s website. 10 ◌ Stage B: Search results are displayed to the user after the user clicked the ad content.
Users who click these ads will be directed to the result page of the Search Engine that displays relevant content from the Search Engines, based on the search terms related to the search result ad. This process involves acquiring search result ads that appear on Search Engines’ results pages in response to relevant user queries.
In addition, new European initiatives have been announced by the European regulators relating to cyber security, e-commerce, data, copyright, artificial intelligence and cookies.
In addition, some countries are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services. In addition, new European initiatives have been announced by the European legislators and regulators relating to, or that could impact cybersecurity, e-commerce, non-personal data, copyright, artificial intelligence or cookies and tracking technologies.
Additionally, we intend to focus on developing new products aimed at expanding the scope of user traffic referrals to Search Engines and website publishers, through our ad content. ● Expansion of Product Range, Content Platform . We intend to focus on increasing the amount of content that we publish in order to increase the typical reader’s visit on our websites.
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.
Congress and various state legislative bodies concerning various data protection topics, including, privacy, children data, data brokers, which could affect us. The interpretation of data protection laws, and their application to the internet, is unclear and in a state of flux.
Congress and various state legislative bodies concerning various data protection topics, including, privacy, children data, data brokers, which could affect us. Several federal laws such as the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act, the Children’s Online Privacy Protection Act (“COPPA”) or the Federal Trade Commission (“FTC”) Act could also be applicable to some of our activities.
Removed
In addition to our digital content activities, we plan to concentrate on increasing the volume of content that the Company produces in different topics, which will enable a higher exposure of readers and will increase the time spent on our websites, and will also enable us to increase the number of impressions to ads on our websites.
Added
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.
Removed
Due to our extensive technological platforms, customer base and existing partners, and our vast experience in creating unique and engaging content and launching products, we expect that we will be able to develop and commercialize new products.
Added
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) .
Removed
We plan to do this by recruiting additional human capital that will support the expansion of our product base and increase the amount of content that is produced.
Added
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.
Removed
Extended periods of time spent reading the articles on our websites will allow us to increase the number of ad impressions. We intend to increase the amount of digital content in Spanish and to begin posting on our websites content in other languages such as German and French.
Added
This layer receives data from external partners – mainly costumers while combining other layers of information from media suppliers and integrating statistical models that were developed by Gix Media.
Removed
The addition of new languages is part of our strategy to enter into international markets outside the United States (“Go Global”). For this purpose, we plan to allocate resources for the production and development of high-quality content in additional languages, and to enter into agreements with advertisement specialists in select countries.
Added
Later on, these enriched data sets are sent back to our suppliers to optimize and accurate or media buying goals so we can lower media cost and increase sale value of purchased ads. This feature is mainly used for the Search to Search model. ● Website Management System.
Removed
In addition, we are expanding and intend to continue to expand, the use of AI technology to enable the translation of our digital content articles from English into multiple languages, streamline our article management to support our digital content departments, and enhance our ability to generate articles and creative media content. ● Collaborations.
Added
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).
Removed
We intend to continue to enter into distribution agreements and collaboration agreements with distributors and partners in connection with our Search Platform, in various regions and territories, in order to facilitate the development, sales, marketing and distribution of our systems. 9 Products and Services Search Platform ● Add-ons to internet browser (referral of searches directly and indirectly) .

… 39 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

60 edited+29 added−53 removed152 unchanged
Biggest changeAs of December 31, 2023, we had outstanding: (i) Class J Warrants exercisable to purchase 130,333 shares of Common Stock at an exercise price of $13.44 per share of Common Stock; and (ii) Class K Warrants exercisable to purchase 130,333 shares of Common Stock, at an exercise price of $22.40 per share of Common Stock and (iii) 2023 Warrants exercisable to purchase 480,000 shares of Common Stock, at an exercise price of $0.50 per share of Common Stock.
Biggest changeAs of December 31, 2024, we had outstanding: (i) Class J Warrants exercisable to purchase 32,584 shares of Common Stock at an exercise price of $53.76 per share of Common Stock; (ii) Class K Warrants exercisable to purchase 32,584 shares of Common Stock, at an exercise price of $89.60 per share of Common Stock; (iii) 2023 Warrants exercisable to purchase 120,000 shares of Common Stock, at an exercise price of $2.00 per share of Common Stock; (iv) June 2024 Facility Warrants exercisable to purchase 183,679 shares of Common Stock at an exercise price of $1.00 per share of Common Stock; (v) a June 2024 Lead Lender Warrant exercisable to purchase 50,000 shares of Common Stock at an exercise price of $1.00 per share of Common Stock; (vi) a June 2024 Lead Lender Fee Warrant exercisable to purchase 5,296,610 shares of Common Stock at an exercise price of $0.472 per share of Common Stock; (vii) PIPE Warrants exercisable to purchase 385,332 shares of Common Stock at an exercise price of $1.00 per share of Common Stock; (vii) First July 2024 Facility Warrants exercisable to purchase 300,000 shares of Common Stock at an exercise price of $1.00 per share of Common Stock; (viii) First July 2024 Facility Fee Warrant exercisable to purchase 250,000 shares of Common Stock at an exercise price of $1.00 per share of Common Stock and (ix) Second July 2024 Facility Warrants exercisable to purchase 360,000 shares of Common Stock at an exercise price of $1.00 per share of Common Stock.
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.
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.
While the COVID-19 pandemic has not adversely affected our business, an additional outbreak of the COVID-19 and 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.
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.
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. 37 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. 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.
The regulatory framework for this technology is rapidly evolving, and we may not always be able to anticipate how to respond to these laws or regulations. Many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations governing the use of such technologies.
The legislative and regulatory framework for this technology is rapidly evolving, and we may not always be able to anticipate how to respond to these laws or regulations. Many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations governing the use of such technologies.
The standards that must be met for management to assess the internal controls over financial reporting as effective are complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. 39 We expect to incur expenses and to devote resources to Section 404 compliance on an ongoing basis.
The standards that must be met for management to assess the internal controls over financial reporting as effective are complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur expenses and to devote resources to Section 404 compliance on an ongoing basis.
Dollar 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. 26 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.
Dollar 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.
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.
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.
For any transaction involving a penny stock, unless exempt, the rules require: ● That a broker or dealer approve a person’s account for transactions in penny stocks; and ● The broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
For any transaction involving a penny stock, unless exempt, the rules require: 45 ● That a broker or dealer approve a person’s account for transactions in penny stocks; and ● The broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
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. 33 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. 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.
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. 28 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.
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.
Furthermore, we could have limited ability to respond to, and adjust for, changes implemented by such players. 27 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. 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.
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. 31 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. 39 We may in the future be subject to claims of intellectual property infringement that could adversely affect our business.
The report of our independent registered public accounting firm on our audited consolidated financial statements for the year ended December 31, 2023, 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, 2024, contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
It is possible that the US artificial intelligence framework, along with the adoption of new laws and regulations in other jurisdictions, or the interpretation of existing laws and regulations, may affect the operation of our platforms and services and the way in which we use artificial intelligence, including with respect to how we train our models, unintentional bias and discrimination.
It is possible that the adoption of new laws and regulations in other jurisdictions, or the interpretation of existing laws and regulations, may affect the operation of our platforms and services and the way in which we use artificial intelligence, including with respect to how we train our models, unintentional bias and discrimination.
In addition, issuances of large numbers of shares of Common Stock may adversely affect the market price of our Common Stock. 36 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, 2023.
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.
The outbreak of a global pandemic, such as the COVID-19 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.
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.
Our top ten customers represented approximately 65% and 68% of our consolidated revenue for the years ended December 31, 2023 and 2022, 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.
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.
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; 25 ● We rely on third-party Internet, mobile, and other products and services to deliver our mobile and web applications our customers, and any disruption of, or interference with, our use of those services could adversely affect our business, financial condition, results of operations, and customers; and ● As the regulatory framework for artificial intelligence evolves, including with respect to unintentional bias and discrimination, our business, financial condition, and results of operations may be adversely affected.
Risks Related to our 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.
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. 30 The digital advertising market is highly competitive.
These companies, along with other large and established Internet and technology companies, may also leverage their power to make changes to their web browsers, operating systems, platforms, networks or other products or services in a way that impacts the entire digital advertising marketplace.
If such changes to Israel’s judicial system are again pursued by the government and approved by the parliament, this may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and Board of Directors. 42 Exchange rate fluctuations between foreign currencies and the U.S.
If such changes to Israel’s judicial system are pursued by the government and approved by the parliament, this may have an adverse effect on our business, results of operations, and ability to raise additional funds, if deemed necessary by our management and board of directors. Exchange rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings.
Dollar may negatively affect our earnings. 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 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.
For example, in October 2023, President Biden issued the Executive Order on Safe, Secure and Trustworthy Artificial Intelligence (“The Order”) with the goal of promoting the “safe, secure, and trustworthy development and use of artificial intelligence in the United States.” The Order has established certain new standards for the training, testing and cybersecurity of sophisticated artificial intelligence models, and the Order has also instructed other federal agencies to promulgate additional regulations within certain timeframes from the date of the Order.
Furthermore, in October 2023, President Biden issued the Executive Order on Safe, Secure and Trustworthy Artificial Intelligence (“The Order”) with the goal of promoting the “safe, secure, and trustworthy development and use of artificial intelligence in the United States.” The Order established certain new standards for the training, testing and cybersecurity of sophisticated artificial intelligence models, and instructed other federal agencies to promulgate additional regulations.
Our services continuing and uninterrupted performance is critical to our success. Our services are dependent on the performance and reliability of internet, mobile, and other infrastructure services that are not under our control. For example, we currently host our services and support our operations using a third-party provider of cloud infrastructure services.
Our services are dependent on the performance and reliability of internet, mobile, and other infrastructure services that are not under our control. For example, we currently host our services and support our operations using a third-party provider of cloud infrastructure services.
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; ● Large and established internet and technology companies, such as Google, Facebook and Amazon, play a substantial role in the digital advertising market and may significantly harm our ability to operate in this industry; ● The use of third-party software solutions for the purpose of blocking ads and/or alerts may cause our business to suffer; ● 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; 24 ● 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; ● A loss of the services of our technology vendors could adversely affect execution of our business strategy; ● 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; and ● The outbreak of a global pandemic may adversely affect our business, financial condition, liquidity and results of operations.
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.
For example, the COVID-19 pandemic has caused an economic recession, high unemployment rates and other disruptions, both in the United States, Israel and the rest of the world.
For example, during the years 2020-2021, the COVID-19 pandemic caused an economic recession, high unemployment rates and other disruptions, both in the United States, Israel and the rest of the world.
If we cannot compete effectively in this market, our revenues are likely to decline. We face intense competition in the marketplace. We operate in a dynamic market that is subject to rapid development and introduction of new technologies, products and solutions, changing branding objectives, evolving customer demands and industry guidelines, all of which affect our ability to remain competitive.
We face intense competition in the marketplace. We operate in a dynamic market that is subject to rapid development and introduction of new technologies, products and solutions, changing branding objectives, evolving customer demands and industry guidelines, all of which affect our ability to remain competitive.
Certain of our employees and consultants in Israel, including the Chief Executive Officer of Gix Media, in addition to employees of our service providers located in Israel, have been called, and additional employees may be called, for service in the current or future wars or other armed conflicts with Hamas, as well as the other pending or future armed conflicts in which Israel is or may become engaged, and such persons may be absent for an extended period of time.
However, certain of our employees and consultants in Israel, in addition to employees of our service providers located in Israel, may be called, for service in the current or future wars or other armed conflicts with Hamas, as well as the other pending or future armed conflicts in which Israel is or may become engaged, and such persons may be absent for an extended period of time.
The availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance, lead to dilution of existing stockholders. We are authorized to issue 490,000,000 shares of Common Stock, of which, as of December 31, 2023, 14,920,585 shares of Common Stock were outstanding.
The availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance, lead to dilution of existing stockholders. We are authorized to issue 490,000,000 shares of Common Stock, of which, as of December 31, 2024, 5,296,945 shares of Common Stock were outstanding.
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.
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.
Global pandemics such as the continued outbreak of the COVID-19 pandemic 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.
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.
Furthermore, because of the limited market and generally low volume of trading in our Common Stock, the price of our Common Stock could more likely be affected by broad market fluctuations, general market conditions, fluctuations in our operating results, changes in the markets’ perception of our business, and announcements made by us, our competitors, or parties with whom we have business relationships.
Furthermore, because of the limited market and generally low volume of trading in our Common Stock, the price of our Common Stock could more likely be affected by broad market fluctuations, general market conditions, fluctuations in our operating results, changes in the markets’ perception of our business, and announcements made by us, our competitors, or parties with whom we have business relationships. 46 The market for penny stocks has experienced numerous frauds and abuses, which could adversely impact investors in our stock.
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. These measures, however, may not adequately protect us from material adverse effects.
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.
Additionally, the absence of employees of our Israeli suppliers and contract manufacturers due to their military service in the current or future wars or other armed conflicts may disrupt their operations, which in turn may materially and adversely affect our ability to deliver or provide products and services to customers. 41 The hostilities with Hamas, Hezbollah and other organizations and countries have included and may include terror, missile and drone attacks.
Additionally, the absence of employees of our Israeli suppliers and contract manufacturers due to their military service in the current or future wars or other armed conflicts may disrupt their operations, which in turn may materially and adversely affect our ability to deliver or provide products and services to customers.
In addition, any loss of a material supplier and / or service provider may permanently cause a change in one or more of our services that may not be accepted by our customers or cause us to eliminate that product altogether.
In addition, any loss of a material supplier and/or service provider may permanently cause a change in one or more of our services that may not be accepted by our customers or cause us to eliminate that product altogether. We may not be able to receive credit facility to fund our operations, on favorable terms, or at all.
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. 38 Our share price has fluctuated significantly and could continue to fluctuate significantly.
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.
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.
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.
On November 7, 2022, the OTC Markets Group downgraded the quotation of our Common Stock from the OTCQB Markets to the OTC Markets, Pink Tier. The shares of our Common Stock are thinly-traded meaning that the number of persons interested in purchasing our Common Stock at or near bid prices at any given time may be relatively small or non-existent.
The shares of our Common Stock are thinly-traded meaning that the number of persons interested in purchasing our Common Stock at or near bid prices at any given time may be relatively small or non-existent.
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.
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.
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. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.
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.
In addition, although attestation requirements by our independent registered public accounting firm are not presently applicable to us, we could become subject to these requirements in the future, and we may encounter problems or delays in completing the implementation of any resulting changes to internal controls over financial reporting.
In addition, although attestation requirements by our independent registered public accounting firm are not presently applicable to us, we could become subject to these requirements in the future, and we may encounter problems or delays in completing the implementation of any resulting changes to internal controls over financial reporting. 48 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.
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. For example, we use artificial intelligence technologies to translate articles from English into multiple languages on our Content Platform.
Federal artificial intelligence legislation has also been introduced in the U.S. Senate. Such additional regulations may impact our ability to develop, use and commercialize artificial intelligence and machine learning technologies in the future.
There is a specific focus on bias and discrimination. The Act will go into effect on February 1, 2026. Federal artificial intelligence legislation has also been introduced in the U.S. Senate. Such additional regulations may impact our ability to develop, use and commercialize artificial intelligence and machine learning technologies in the future.
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”).
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”).
While we continuously develop and maintain systems designed to detect and prevent events of this nature from impacting our platforms, we have invested and continue to invest heavily in these efforts.
While we continuously develop and maintain systems designed to detect and prevent events of this nature from impacting our platforms, we have invested and continue to invest heavily in these efforts. These efforts are costly and require ongoing monitoring and updating as technologies change and efforts to overcome preventative security measures become more sophisticated.
These efforts are costly and require ongoing monitoring and updating as technologies change and efforts to overcome preventative security measures become more sophisticated. 32 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.
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.
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.
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.
Risks Related to our Operations in Israel ● Political, economic and military instability in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and elsewhere in the region surrounding Israeli’s borders and Israel’s war against them, may impede our ability to operate and harm our financial results; ● Exchange rate fluctuations between foreign currencies and the U.S.
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; ● Exchange rate fluctuations between foreign currencies and the U.S.
There is also an increase in litigation in a number of jurisdictions, including the United States, relating to the development, security and use of artificial intelligence.
There is also an increase in litigation in a number of jurisdictions, including the United States, relating to the development, security and use of artificial intelligence. For example, on May 17, 2024, Colorado enacted the Colorado AI Act. The Colorado AI Act creates duties for developers and for those that deploy AI.
Moreover, concerns about our collection, use, sharing, handling and other processing of data or other privacy related matters, even if unfounded, could harm our reputation and operating results. 34 We rely on third-party Internet, mobile, and other products and services to deliver our mobile and web applications to users, and any disruption of, or interference with, our use of those services could adversely affect our business, financial condition, results of operations, and customers.
We rely on third-party Internet, mobile, and other products and services to deliver our mobile and web applications to users, and any disruption of, or interference with, our use of those services could adversely affect our business, financial condition, results of operations, and customers. Our services continuing and uninterrupted performance is critical to our success.
As a result, as of the date of this Annual Report the Company’s abilities to deliver or provide products and services to its customers have not been materially affected.
As a result, as of the date of this Annual Report the Company’s abilities to deliver or provide products and services to its customers have not been materially affected. Finally, prior to the October 2023 war, the Israeli government pursued changes to Israel’s judicial system and has recently renewed its efforts to effect such changes.
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; ● We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights; ● The availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance, lead to dilution of existing stockholders; ● We have never paid cash dividends and do not anticipate doing so in the foreseeable future; ● 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; ● The market for penny stocks has experienced numerous frauds and abuses, which could adversely impact investors in our stock; ● Shares of Common Stock eligible for future sale may adversely affect the market; ● Our share price has fluctuated significantly and could continue to fluctuate significantly; ● If we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected; ● We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline; ● 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; and ● Our planned Reincorporation to the State of Nevada could have significant legal, tax, and governance implications for us and our stockholders, could expose us to additional risks and uncertainties and we may not realize the expected benefits of the Reincorporation.
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.
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.
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.
Risks Related to our Operations in Israel Political, economic and military conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and elsewhere in the region and Israel’s war against them, may impede our ability to operate and harm our financial results.
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.
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. 29 A change in advertisers’ preferences could also affect our operations.
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.
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. 35 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.
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.
In connection with the Israeli security cabinet’s declaration of war against Hamas and possible hostilities with other organizations, several hundred thousand Israeli military reservists were drafted to perform immediate military service.
In connection with the ongoing war, several hundred thousand Israeli military reservists were drafted to perform immediate military service, and military reservists are expected to perform long reserve duty service in the coming years.
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.
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.
In response to the foregoing developments, individuals, organizations and institutions, both within and outside of Israel, voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets, and other changes in macroeconomic conditions.
In response to the foregoing developments, certain individuals, organizations, and institutions, both within and outside of Israel, voiced concerns that such proposed changes, if adopted, may negatively impact the business environment in Israel. Such proposed changes may also lead to political instability or civil unrest.
Failure to comply with such laws or regulations could subject us to legal or regulatory liability.
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.
Removed
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; and ● Patent terms may be inadequate to protect our competitive position for an adequate amount of time.
Added
We generally finance our operations primarily through a combination of cash flow generated from operations and borrowings under our credit facilities, loans, and through credit with our vendors.
Removed
We may not be able to generate enough cash flow to meet our debt obligations or fund our other liquidity needs. Our ability to pay the principal and interest of our Financing Agreement (as defined below) and to satisfy our other liabilities will depend upon future performance and our ability to repay or refinance our debt as it becomes due.
Added
Our ability to access capital through our existing credit facilities and raise additional capital by expanding our credit facilities on economically favorable terms (including available borrowing line and the rate of interest charged thereunder) or at all, or if we are in violation of our financial covenants in the future and do not receive a waiver, depends on our ability to stay in compliance with the Financing Agreement.
Removed
Our future operating performance and ability to refinance will be affected by economic and capital market conditions, results of operations and other factors, many of which are beyond our control. Our ability to meet our debt obligations also may be impacted by changes in prevailing interest rates, as borrowings under our loans bear interest at floating rates.
Added
The Financing Agreement poses certain limitations, as explained elsewhere in this Annual Report. In addition, and as a result of the decrease in the Company’s revenues, our financial performance has been negatively impacted, which may affect the terms on which we are able to obtain credit facilities and loans.
Removed
Failure to pay our loans might result in immediate repayment and / or realization of secured assets under the Financing Agreement, which include a floating lien on Gix Media’s assets, bank account, rights under the Cortex Transaction (as defined below), Gix Media’s intellectual property and holdings in Cortex.
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. 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.
Removed
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.
Added
We may be unable to pay our obligations when they become due, including under the Financing Agreement. We have financed our acquisitions principally through the raising of debt, credit facilities, and our operations through credit with our vendors.
Removed
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.
Added
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.
Removed
Our implementation and use of artificial intelligence technologies may not be successful, which may impair our ability to compete effectively, result in reputational harm and have an adverse effect on our business. We use artificial intelligence technologies throughout our business and are making investments to continuously improve our use of such technologies.
Added
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.
Removed
A failure in our technology infrastructure may adversely affect our business and financial condition and disrupt our customers’ businesses.
Added
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.
Removed
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.
Added
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.
Removed
For example, in 2023 we experienced a decrease of user traffic acquisition on our Content Platform from Third-Party Platforms which resulted primary from technological changes and content policy changes on such Third-Party Platforms, causing a lower number of users to reach the Cortex Websites and thus decreasing the exposures to the ads displayed on the Cortex Websites.
Added
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.

… 62 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+1 added−0 removed7 unchanged
Biggest changeAs of the date of this Annual Report, the majority of the Company’s IT systems are computed using leading secure cloud platforms. 43 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; ● a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; ● 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.
Biggest changeOur 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.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
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.
Added
As of the date of this Annual Report, the majority of the Company’s IT systems are computed using leading secure cloud platforms.

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−2 removed0 unchanged
Biggest changeWe currently conduct the operations of our Content Platform from our offices in Ramat Hachayal Tel Aviv, which we have been occupying since September 1, 2016. We pay a monthly fee of $14,000 for the lease of these offices, which we rent on a monthly basis. 44
Biggest changeITEM 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.
Removed
ITEM 2. PROPERTIES We currently conduct the operations of our Search Platform from our offices in Ramat Gan, which we have been occupying since June 2021. We pay a monthly fee of $10,000 for the lease of the offices.
Added
We pay a monthly fee of $15,000 for the lease of these offices, which we rent on a monthly basis.
Removed
The first term of the lease is thirty-six (36) months, until March 1, 2024, which was extended until March 1, 2026, with an option to extend for two (2) additional years. We have a bank deposit as a guarantee in the amount of approximately $21,000 for the purpose of ensuring payment of the rent for our offices.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeITEM 4. MINE SAFETY DISCLOSURES None. PART II
Biggest changeITEM 4. MINE SAFETY DISCLOSURES None. 52 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+17 added−2 removed37 unchanged
Biggest changeOutstanding Warrants The following table summarizes information of outstanding warrants as of December 31, 2023: Warrants Warrant Term Exercise Price Exercisable Class J Warrants 130,333 July 2029 $ 13.44 130,333 Class K Warrants 130,333 July 2029 $ 22.40 130,333 2023 Warrants 480,000 December 2025 $ 0.50 480,000 Securities Authorized for Issuance under Equity Compensation Plans As of the date of this Annual Report, the Company has authorized 3,246,000 shares of Common Stock for issuance under our 2023 Stock Incentive Plan (the “2023 Plan”).
Biggest changeOutstanding 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”).
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. 48 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”).
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. 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”).
Section 102(b)(2) of the Ordinance, the most favorable tax treatment for the grantee, permits the issuance to a trustee under the “capital gain track”. 46 Grants. All awards granted pursuant to the 2023 Plan will be evidenced by an award agreement, in a form approved, from time to time, by the Administrator in its sole discretion.
Section 102(b)(2) of the Ordinance, the most favorable tax treatment for the grantee, permits the issuance to a trustee under the “capital gain track”. Grants. All awards granted pursuant to the 2023 Plan will be evidenced by an award agreement, in a form approved, from time to time, by the Administrator in its sole discretion.
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. 47 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.
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.
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.
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.
We do not grant options under our 2017 Employee Incentive Plan (the “2017 Plan”) as it was superseded by the 2023 Plan. 45 The following table summarizes information of outstanding options as of December 31, 2023: 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) - - 133,333 Equity compensation plans approved by security holders (2023 Plan) 51,020 3,246,000 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) 2,500,000 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 2,500,000 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, 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.
Holders of Common Stock As of December 31, 2023, there were approximately 2,690 stockholders of record of our Common Stock and 14,920,585 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, 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.
Recent Sales of Unregistered Securities Upon the Closing of the Reorganization Transaction and pursuant to the terms of the agreement thereof, the Company issued 13,540,167 shares of Common Stock to shareholders of Gix Media in consideration for 100% of the outstanding share capital of Gix Media. The shares of Common Stock were issued under Regulation S. See “ Item 1.
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.
Description of Business – Reorganization Transaction with Gix Media Ltd . ” , for further information. On May 18, 2023, the Company issued 111,111 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. Weiss and under Regulation S .
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.
Description of Business – 2023 Loan Agreement” , for further information. ITEM 6. [RESERVED].
Description of Business - First July 2024 Facility Agreement” , for further information.
Removed
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.
Added
We do not grant options under our 2017 Employee Incentive Plan (the “2017 Plan”) as it was superseded by the 2023 Plan.
Removed
In connection with the 2023 Loan, the Company issued to the Lenders, the 2023 Warrants to purchase up to 480,000 shares of Common Stock, for an exercise price per share of Common Stock of $0.50. The 2023 Warrants were issued to the Lenders under Regulation S. See “ Item 1.
Added
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
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).
Added
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.
Added
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.
Added
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.
Added
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).
Added
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.
Added
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.
Added
The securities were issued to the June 2024 Lenders and the Lead Lender pursuant to Regulation S. See “ Item 1.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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

31 edited+17 added−18 removed27 unchanged
Biggest changeDuring the fiscal year ended December 31, 2023, we had $3,376 thousand negative cash flow from financing activities which was the result of repayment of long-term and short term loans in amount of $3,080 thousand, cash paid to non-controlling interests in connection to the purchase of the additional 10% of Cortex’s shares in amount of $2,625 thousand, payment of dividend by Cortex to non-controlling interests in amount of $598 thousand, payment of dividend by Gix Media to its shareholders in amount of $130 thousand, an increase in the loan to our parent company in amount of $123 thousand offset by receipt of long-term loans in amount of $1,980 thousand and receipt of short term bank loans in amount of $1,200 thousands.
Biggest changeThe 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.
These estimates are based on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Impairment test for Goodwill Goodwill is tested for impairment at least annually, and whenever events or changes in circumstances occur indicating that it is “more likely than not”, impairment may be deemed to have been incurred.
These estimates are based on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. 63 Impairment test for Goodwill Goodwill is tested for impairment at least annually, and whenever events or changes in circumstances occur indicating that it is “more likely than not”, impairment may be deemed to have been incurred.
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions. 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. 58 Organizational Background The Registrant was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, InFerGene Company.
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. 49 Emerald Medical Applications Ltd.
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.
Liquidity and Capital Resources As of December 31, 2023, we had current assets of $17,805 thousand consisting of $ 1,774 thousand in cash and cash equivalents, $149 thousand in restricted deposits, $11,359 thousand in accounts receivable, $771 thousand in other current assets and $3,752 thousand in the loan to our parent company, in accordance with the Second Loan Agreement, as defined below.
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.
General and administration expenses for the year ended December 31, 2023, were $2,877 thousand as compared to $2,157 thousand for the year ended December 31, 2022.
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.
As of December 31, 2023, we recorded a goodwill impairment loss in the amount of $5,107 thousand for the Content Platform reporting unit.
As of December 31, 2024, we recorded a goodwill impairment loss in the amount of $7,675 thousand for the Content Platform reporting unit.
We had a negative working capital of $1,968 thousand as compared to a positive working capital of $1,319 thousand as of December 31, 2023, and December 31, 2022, respectively.
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.
As of December 31, 2023, we had $19,773 thousand in current liabilities consisting of $12,359 thousand in accounts payable, $889 thousand in other payables, $6,440 thousand in short term loans and current maturities of a long-term loans and $85 thousand in operating lease liabilities.
As of December 31, 2023, we had $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.
Our revenues from Cortex’s Content Platform were $59,144 thousand for the year ended December 31, 2023, a decrease of $14,713 as compared to $73,857 thousand during the year end December 31, 2022.
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.
The total amount of goodwill impairment loss recognized by the Company, in the year ended December 31, 2023, was related to the Content Platform (see Note 6 to our consolidated financial statements). Our business acquisition and related costs were $0 for the year ended December 31, 2023, compared to $166 thousand during the year ended December 31, 2022.
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).
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.
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.
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.
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 of December 31, 2023, we had $4,885 thousand in non-current liabilities consisting of $3,064 thousand long-term loans, $304 thousand in operating lease liabilities - long term and $1,517 thousand in deferred taxes.
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, 2022, we had current assets of $29,841 thousand consisting of $4,196 thousand in cash and cash equivalents, $185 thousand in restricted deposits, $20,945 thousand in accounts receivable, $973 thousand in other current receivables and $3,542 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, 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.
Our revenues from Gix Media’s Search Platform were $20,469 thousand for the year ended December 31, 2023, a decrease of $2,277 thousand as compared to $22,746 thousand during the year end December 31, 2022.
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.
Research and development costs for the year ended December 31, 2023, were $2,893 thousand as compared to $3,255 thousand for the year ended December 31, 2022. The reason for the decrease in the year ended December 31, 2023, is the reduction of expenses in the Search Platform, primarily in salaries and technological services.
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.
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. Such conditions raise substantial doubts about our ability to continue as a going concern.
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.
Sales and marketing expenses for the year ended December 31, 2023, were $2,805 thousand as compared to $2,479 thousand for the year ended December 31, 2022.
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.
Our depreciation and amortization expenses for the year ended December 31, 2023, were $2,952 thousand, a slight increase as compared to $2,809 thousand during the same period in the prior year. A goodwill impairment loss of $5,107 thousand was recorded during the year ended December 31, 2023, compared to $0 during the year ended December 31, 2022.
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.
In the year ended December 31, 2022, the Company’s recorded business acquisition and related costs were in connection with the Reorganization Transaction. 51 Our net financial expense was $1,281 thousand for the year ended December 31, 2023, as compared to net financial expense of $1,456 thousand for the year ended December 31, 2022.
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.
As of December 31, 2022, we had $28,522 thousand in current liabilities consisting of $19,782 thousand in accounts payable, $2,084 thousand in other payables, $6,569 thousand in short term loans and current maturities of a long-term loan and $87 thousand in operating lease liabilities.
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.
Our income tax benefit was $66 thousand for the year ended December 31, 2023, as compared to $153 thousand income tax expenses for the year ended December 31, 2022.
Our other expenses were $34 thousand for the year ended December 31, 2024, compared to $0 during the year ended December 31, 2023.
As a result of such decreases, for the year ended December 31, 2023, we generated positive cash flows from operations of $934 compared to positive cash flows from operations of $3,237 generated during the year ended December 31, 2022, and had cash and cash equivalents and a working capital deficit, as of December 31, 2023, of $1,774 and $1,968, respectively.
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.
Our consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 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.
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.
Traffic acquisition and related costs for the year ended December 31, 2023, were $70,451 thousand a decrease of $12,560 thousand as compared to $83,011 thousand for the year ended December 31, 2022.
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.
During the fiscal year ended December 31, 2022, we had positive cash flow from operations of $3,237 thousand which was mainly the result of a $1,117 thousand in net income, $3,233 thousand from positive adjustments to operating activities, offset by $1,113 negative changes in assets and liabilities items. 52 During the fiscal year ended December 31, 2023, we had $16 thousand negative cash flow from investing activities as compared to $74 thousand negative cash flow from investing activities during the year ended December 31, 2022.
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.
As of December 31, 2022, we had non-current assets of $33,854 thousand consisting of $52 thousand in severance pay funds, $340 thousand in deferred taxes, $486 thousand in operating lease right-of-use assets, $302 thousand in property and equipment net, $15,313 thousand in intangible assets, net and $17,361 thousand in goodwill.
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.
The decrease in income tax expenses was mainly due to a decrease in income before income taxes of Cortex and due to an increase in tax benefit in respect of prior years of Gix Media for the year ended December 31, 2023, as compared to the year ended December 31, 2022.
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.
The reason for the decrease during the year ended December 31, 2023, is due to a decrease of user traffic acquisition from the Third-Party Platforms, primarily resulting from technological changes and content policy changes on such Third-Party Platforms.
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.
During the fiscal year ended December 31, 2023, we had positive cash flow from operations of $934 thousand which was mainly the result of a $8,687 thousand in net loss, $7,973 thousand from positive adjustments to operating activities, and $1,648 positive changes in assets and liabilities items.
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.
Removed
Reincorporation in Nevada On September 27, 2023, our stockholders approved to grant to the Board of Directors the power to effect the Reincorporation of the Company from the State of Delaware to the State of Nevada by way of a parent-subsidiary merger.
Added
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.
Removed
Upon the consummation of the Reincorporation, the Company will cease its legal existence as a Delaware corporation, and the Surviving Corporation will continue the Company’s business as the surviving corporation under the name “Viewbix Inc.” succeeding to all of the Company’s rights, assets, liabilities and obligations, except that its affairs will cease to be governed by the Delaware General Corporation Law and will be subject to the Nevada Revised Statutes.
Added
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.
Removed
As of the date of this Annual Report, the Board of Directors has not effected the Reincorporation. 50 Results of Operations during the year ended December 31, 2023, as compared to the year ended December 31, 2022 Revenues for the year ended December 31, 2023, were $ 79,613 thousand as compared to $96,603 thousand for the year end December 31, 2022.
Added
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.
Removed
The reason for the decrease during the year ended December 31, 2023, is due to a decrease of user traffic acquisition from the Third-Party Platforms, primarily resulting from technological changes and content policy changes on such Third-Party Platforms, causing a lower amount of users to reach the Cortex Websites and thus decreasing the exposures to the ads displayed on the Cortex Websites.
Added
The decrease in user search referrals is primarily due to changes and updates in internet browsers’ technology, which have reduced the scale of distribution of the Company’s products through the direct model.
Removed
In response to the technological and policy changes, Cortex updated and adjusted its platform to adapt to these changes, partially restoring the amount of user traffic acquisition, which mitigated the scope of the decrease.
Added
The Company anticipates that its revenues from add-ons to internet browsers will continue to decrease due to changes and updates in internet browsers’ technology while its revenues from the Search to Search model will increase.
Removed
The reasons for the decrease during the year ended December 31, 2023, are due to the decrease in the amount of search referrals conducted by users, provided by Gix Media to search engines, caused primarily by a decrease in the number of searches received from Gix Media’s third-party strategic partners, including a significant strategic partner of Gix Media.
Added
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.
Removed
In response to this decrease, Gix Media expanded its user traffic resources during the year ended December 31, 2023, by engaging with new strategic partners, which in turn mitigated the scope of the decrease.
Added
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.
Removed
The increase of selling and marketing expenses during the year ended December 31, 2023, is due to expenses incurred in connection with the increase in the content displayed on the Cortex Websites and an increase primarily in salaries in the Content Platform.
Added
The decrease in user search referrals through the indirect model is primarily due to: (i) a decrease in the number of searches received from Gix Media’s third-party strategic partners through the indirect model mainly as a result of decrease in the credit received from third-party strategic partners and (ii) global changes in a main Search Engine which led to reductions in search base advertising budgets of Gix Media’s customers.
Removed
The reason for the increase in the year ended December 31, 2023, is due to the increase in salary and related costs following the Reorganization Transaction with Gix Media on September 19, 2022, which led to the expansion of the Company’s management team, which included, among other things, the appointment of a chairman of the board in June 2022 and a full-time chief financial officer in July 2022.
Added
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.
Removed
In addition, during year ended December 31, 2023, there was an increase in professional services and consultant costs following the Reorganization Transaction, as compared to the year ended December 31, 2022.
Added
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.
Removed
The reason for the decrease during year ended December 31, 2023, is mainly due to the decrease in financial expenses relating to the USD to NIS exchange rate, as compared to the year ended December 31, 2022, which was partially offset by the increase in interest expenses related to the Company’s bank loans due to increases in the market’s interest rates during the year ended December 31, 2023.
Added
The 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 .
Removed
As of December 31, 2022, we had $5,274 thousand in non-current liabilities consisting of $152 thousand in accrued severance pay, $2,881 thousand long-term loan, $388 thousand in operating lease liabilities - long term and $1,853 thousand in deferred taxes.
Added
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.
Removed
During the fiscal year ended December 31, 2022, we had $4,224 thousand negative cash flow from financing activities which was the result of repayment of long-term bank loan in amount of $1,389 thousand, payment of dividend by Cortex to non-controlling interests in amount of $1,689 thousand, payment of dividend by Gix Media to its shareholders in an amount of $73 thousand and increase in loan to parent company in amount of $1,073 thousand.
Added
According to the Financing Agreement, Gix Media undertook to meet a financial covenant over the life of the loans.
Removed
According to the Financing Agreement, Gix Media undertook to meet financial covenants over the life of the loans as follows: (1) the ratio of debt to EBITDA, based on the Gix Media’s consolidated financial statements in all 4 consecutive quarters (in any given period during the life of the loan), will not exceed 2.4 in the first two years following the execution of the Financing Agreement, which according to the Second Addendum was extended by nine months to June 30, 2024 and thereafter will not exceed 1.75.
Added
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.
Removed
As of December 31, 2023, Gix Media was not in compliance with the financial covenants in connection with the Financing Agreement, and received a written letter from Leumi, pursuant to which, subject to certain conditions and until April 16, 2024, Leumi waived its rights under the Financing Agreement with respect to such failure (see Note 10 to our consolidated financial statements).
Added
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.
Removed
Going Concern We experienced a decrease in user traffic acquired from third party advertising platforms, and consequently in revenues, for the 6-month period ended December 31, 2023.
Added
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.
Removed
In addition, as of December 31, 2023, we had short-term loans and long-term bank loans amounting to $9,070, in which the Company did not meet its financial debt covenants for the year ended December 31, 2023 (see Note 10 to our consolidated financial statements).
Added
In addition, we also plan to uplist our common stock to a national securities exchange, which, in accordance with these agreements, it expected to provide additional funding. Furthermore, our subsidiaries entered into an addendum to a loan agreement with Bank Leumi, deferring loan repayments and securing short-term credit lines.
Removed
While our management expects to continue to generate positive cash flows from our operations, such a decline may reasonably result in our inability to repay our debt obligations during the 12-month period following the issuance date of our consolidated financial statements for the year ended December 31, 2023. 53 Our management’s plans include reducing operating expenses, creating new revenues sources, negotiating with the bank regarding the loans terms in an effort to provide additional liquidity and ensure continued compliance with our obligations, and raising funds in debt or equity capital from various potential investors.

Other VBIX 10-K year-over-year comparisons