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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2024~~2025

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

Commission file number 000-15746

VIEWBIX INC.

(Exact Name of Registrant As Specified In Its Charter)

Delaware		68-0080601
(State of Incorporation)		(I.R.S. Employer Identification No.)

11 Derech Menachem Begin Street, Ramat Gan, Israel		5268104
3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel		6971068
(Address of Principal Executive Offices)		(ZIP Code)

Registrant’s Telephone Number, Including Area Code: +972 9-774-1505

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

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

Title of each class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share		VBIX		The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $~~111~~20,800 thousands as of June 30, ~~2024~~2025, based upon the closing price of the common stock, par value $0.0001 per share ~~(“Common Stock”)~~ on that date.

As of March 2026, ~~2025~~2026, there were 513,~~296~~336,~~945~~392 shares of ~~Common~~common ~~Stock~~stock outstanding.

TABLE OF CONTENTS

Item	Description	Page
	PART I
ITEM 1.	DESCRIPTION OF BUSINESS	35
ITEM 1A.	RISK FACTORS	3123
ITEM 1B.	UNRESOLVED STAFF COMMENTS	5153
ITEM 1C.	CYBERSECURITY	5153
ITEM 2.	PROPERTIES	5254
ITEM 3.	LEGAL PROCEEDINGS	5254
ITEM 4.	MINE SAFETY DISCLOSURES	5254
	PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY	5355
ITEM 6.	[RESERVED]	5859
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND ~~PLAN~~RESULTS OF ~~OPERATION~~OPERATIONS	5859
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	6468
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	6569
ITEM 9A.	CONTROLS AND PROCEDURES	6569
ITEM 9B.	OTHER INFORMATION	6569
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	6569
	PART III
ITEM 10.	DIRECTORS EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	6670
ITEM 11.	EXECUTIVE COMPENSATION	6974
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	7278
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	7380
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	7482
	PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	7583

Cautionary Statement regarding Forward-Looking Statements

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Registrant has based these forward-looking statements on its current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the Registrant that may cause its actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “would”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “continue”, or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in this Annual Report on Form 10-K and in the Registrant’s other Securities and Exchange Commission (the “SEC”) filings.

As used in this Annual Report and unless otherwise indicated, the terms “Viewbix,” “we,” “us,” “our,” or “our Company” refer to Viewbix Inc. Unless otherwise specified, all dollar amounts are expressed in United States dollars.

PART I

Introduction

As used in this Annual Report on Form 10-K (this “Annual Report”) and unless otherwise indicated, the terms “Viewbix,” “we,” “us,” “our,” or “our Company” refer to Viewbix Inc, a Delaware corporation, and its subsidiaries. Unless otherwise specified, all dollar amounts are expressed in United States dollars.

References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwise indicated, U.S. dollar translations of NIS amounts presented in this Annual Report for the year ended on December 31, 2025 are translated using the rate of NIS 3.19 to $1.00.

All information in this Annual Report relating to shares or price per share reflects the 1-for-4 reverse stock split effected by us on March 14, 2025.

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statements in Annual Report on Form 10-K about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.

Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on Form 10-K. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include but are not limited to:

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

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

●	our need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult to obtain and could dilute out shareholders’ ownership interests;

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

●	our ability to pay our obligations when they become due, including the contemplated debt restructuring program currently under negotiation with our credit and debtholders;

●	our subsidiaries’ future performance, including our ability to instill potential measures to assist Gix Media Ltd. (“Gix Media”), Metagramm Software Ltd. (“Metagramm”) and Quantum X Labs Ltd. (“Quantum”) in mitigating future economic harm;

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

●	our ability to maintain the listing of our common stock on the Nasdaq Capital Market;

●	changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements and the impact of such policies on us, our customers and suppliers, and the global economic environment;

●	the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical and communications challenges, burdens and costs of compliance with foreign laws and political and economic instability in each jurisdiction;

●	adverse federal, state and local government regulation, in the United States, Europe or Israel and other foreign jurisdictions;

●	political, economic and military conditions in Israel, including the current security situation in Israel, as well as the war’s potential impact on our business and operation.

The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking statements. You should read this Annual Report on Form 10-K and the documents that we reference herein and have filed as exhibits to the Annual Report on Form 10-K, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this Annual Report on Form 10-K is accurate as of the date hereof. Because the risk factors referred to in this Annual Report on Form 10-K, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements.

Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this Annual Report on Form 10-K, and particularly our forward-looking statements, by these cautionary statements.

ITEM 1. DESCRIPTION OF BUSINESS

~~Overview~~Corporate Information and ~~Recent Developments~~History

Viewbix Inc. (the “Registrant”, “Viewbix” or the “Company”) was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”). On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc. (“Zaxis”). Our principal executive offices are located at 113 ~~Derech~~Hanehoshet ~~Menachem~~St, ~~Begin~~Building ~~Street~~B, ~~Ramat~~7th ~~Gan~~floor, Tel Aviv, Israel ~~5268104~~6971068. Our website address is https://view-bix.com/ and our telephone number is is + 972 9-774-1505. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual ~~Report~~ Report and is not incorporated by reference herein. We have included our website address in this Annual Report solely for informational purposes. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with the SEC at www.sec.gov.

On March 16, 2015, Zaxis and Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald Israel”) executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned subsidiary. Accordingly, on September 14, 2015, the Company changed its name to Emerald Medical Applications Corp. Emerald Israel was engaged in the business of developing Emerald Israel’s DermaCompare technology and the development, sale and service of imaging solutions utilizing its DermaCompare software for use in derma imaging and analytics for the detection of skin cancer. On January 29, 2018, the Company ceased the DermaCompare operations of its former subsidiary. On May 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney as special executor for Emerald Israel.

On January 17, 2018, the Company formed a new wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (the “VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices. On February 22, 2018, the Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. to reflect its new operations and business focus. On January 27, 2020, VCT Israel was sold to a third party for NIS 50,000 ($14,459).

3On February 7, 2019, the Company entered into a share exchange agreement (the “Recapitalization Transaction”) with Gix Internet Ltd. (formerly known as Algomizer Ltd.), a company organized under the laws of the State of Israel (“Gix Internet” or “parent company”), pursuant to which, Gix Internet assigned, transferred and delivered 99.83% of its holdings in Viewbix Ltd., a company organized under the laws of the State of Israel (“Viewbix Israel”), to the Company in exchange for shares of restricted common stock of the Company, which resulted in Viewbix Israel becoming a subsidiary of the Company. In connection with the Recapitalization Transaction, effective as of July 26, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc.

On ~~February~~March 724, ~~2019~~2025, ~~the~~we ~~Company~~ entered into a ~~share~~securities exchange agreement ~~(the “Recapitalization Transaction”)~~ with ~~Gix~~Metagramm ~~Internet Ltd.~~and ~~(formerly~~all ~~known as Algomizer Ltd.), a company organized under the laws~~ of the ~~State~~shareholders of ~~Israel~~Metagramm (~~“Gix~~the ~~Internet” or~~ “~~parent~~Metagramm ~~company~~Shareholders”), pursuant to which, ~~Gix~~we ~~Internet~~issued ~~assigned,~~to ~~transferred~~the ~~and~~Metagramm ~~delivered~~Shareholders 99an aggregate of 19.8399% of ~~its~~our ~~holdings~~issued inand ~~Viewbix~~outstanding ~~Ltd., a company~~capital ~~organized~~stock ~~under~~on ~~the~~a ~~laws~~pro ofrata ~~the~~and ~~State~~post-closing ofbasis, ~~Israel~~equal ~~(“Viewbix~~to ~~Israel”)~~1,323,000 toshares ~~the~~of ~~Company~~our common stock in exchange for ~~shares~~100% of ~~restricted~~Metagramm’s ~~common~~issued ~~stock,~~and ~~par~~outstanding ~~value~~share ~~$0.0001~~capital ~~per~~on ~~share~~a ~~(“Common~~fully ~~Stock”)~~diluted ofand ~~the~~post-closing ~~Company~~basis, ~~which~~equal ~~resulted~~to in718,520 ~~Viewbix~~Metagramm ~~Israel~~ordinary ~~becoming~~shares. aThe ~~subsidiary~~transaction ofclosed ~~the~~on ~~Company.~~March ~~In connection with the Recapitalization Transaction~~24, ~~effective~~2025 asand ofresulted ~~July~~in ~~26,~~Metagramm ~~2019,~~becoming ~~the~~a ~~Company’s~~wholly-owned ~~name~~subsidiary ~~was~~of ~~changed from Virtual Crypto Technologies, Inc. to~~ Viewbix ~~Inc~~.

~~Reorganization~~On ~~Transaction~~November ~~with~~9, 2025, Gix Media, Cortex Media Group Ltd. (“Cortex”), and certain founders of Cortex (the “Founders”) entered into a Share Purchase Agreement (the “Cortex Purchase Agreement”) with Pro Sportority (Israel) Ltd. (the “Pro Sportority”), a subsidiary of Minute Media Inc. (the “Minute Media”). Pursuant to the Cortex Purchase Agreement, Pro Sportority acquired from Gix Media all of the issued and outstanding share capital of Cortex held by Gix Media, constituting 80% of Cortex’s issued and outstanding share capital, and, together with similar agreements entered into with the other shareholders of Cortex and the cancellation of all outstanding options, warrants, and other convertible securities of the Cortex, which resulted in Pro Sportority owning 100% of Cortex’s issued and outstanding share capital on a fully diluted basis (the “Cortex Sale”). The Cortex Sale was signed and closed on November 9, 2025. As a result, Cortex became a wholly-owned subsidiary of Pro Sportority and Cortex ceased being a majority-owned direct subsidiary of Gix Media and an indirect subsidiary of Viewbix.

On December 5, 2021, the Company entered into a certain Agreement and Plan of Merger with Gix Media Ltd. (“Gix Media”), an Israeli company and the majority-owned (77.92%) subsidiary of Gix Internet, the Parent Company and Vmedia Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, Merger Sub merged with and into Gix Media, with Gix Media being the surviving entity and a wholly-owned subsidiary of the Company (the “Reorganization Transaction”).

On September 19, 2022, the Reorganization Transaction was consummated and as a result, all outstanding ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) were delivered to the Company in exchange for the Company’s shares of Common Stock. As a result of the Reorganization Transaction, the former holders of Gix Media Shares, who previously held approximately 68% of the Company’s Common Stock, held approximately 97% of the Company’s Common Stock, and Gix Media became a wholly owned subsidiary of the Company.

June 2024 Facility Agreement

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

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

The June 2024 Credit Facility accrues interest at a rate of 12% per annum, and we will also pay such interest on the June 2024 Prior Loan Amount, which is equal to $183,679 (the “June 2024 Facility Interest”). The June 2024 Facility Interest was paid in advance for the first year of the June 2024 Facility in (i) shares of our Common Stock at a conversion rate of $1.00 for each U.S. dollar of June 2024 Facility Interest accrued on the respective June 2024 Loan Amount, equal to an aggregate of 183,679 shares of Common Stock (the “June 2024 Facility Shares”) and (b) a warrant to purchase a number of shares of Common Stock equal to the June 2024 Facility Shares (the “June 2024 Facility Warrant”).

Immediately following the effectiveness of an Uplist, if any, (i) $662,957 of the June 2024 Loan Amount will convert into shares of common stock at a conversion rate equal to $1.00 per share of our common stock (the “June 2024 Convertible Stock”) and (ii) we will issue a warrant in substantially the same form and on substantially the same terms as a June 2024 Facility Warrant to purchase a number of shares of our common stock equal to the June 2024 Convertible Stock with an exercise price of $1.00 per share (the “June 2024 Conversion Warrant”, and (i) and (ii), collectively a “June 2024 Conversion Unit”). Such portion of the June 2024 Loan Amount that is not converted into a June 2024 Conversion Unit will remain outstanding and will not convert following the Uplist. For the duration of the June 2024 Facility Term of the June 2024 Credit Facility, the June 2024 Lenders may elect to convert such unconverted portion of the June 2024 Loan Amount into additional June 2024 Conversion Units or, upon the expiration of the June 2024 Facility Term, such unconverted portion of the June 2024 Loan Amount will be repaid in accordance with the terms of the June 2024 Facility Agreement.

The June 2024 Facility Warrants were exercisable upon issuance at an exercise price of $1.00 per share of Common Stock, subject to certain beneficial ownership limitations and price adjustments set forth therein, and have a three-year term from the issuance date.

In addition and in connection with the June 2024 Credit Facility, we agreed to pay L.I.A. Pure Capital Ltd. (the “June 2024 Lead Lender”) a commission consisting of (i) 50,000 shares of Common Stock, (ii) a warrant in substantially the same form and on substantially the same terms as the June 2024 Facility Warrant to purchase 50,000 shares of Common Stock with an exercise price of $1.00 per share (the “June 2024 Lead Lender Warrant”) and (iii) a warrant to purchase 625,000 shares of Common Stock with an exercise price of $4.00 per share, representing an aggregate exercise amount of $2.5 million, subject to beneficial ownership limitations and adjustments (the “June 2024 Lead Lender Fee Warrant” and together with the June 2024 Lead Lender Warrant and the June 2024 Facility Warrants, the “June 2024 Warrants”).

The June 2024 Lead Lender Fee Warrants were exercisable upon issuance and have a three-year term from the issuance date. Following the closing of the Private Placement (as defined below), the exercise price of the June 2024 Lead Lender Fee Warrant was adjusted to $0.472, which is the effective price per share of Common Stock in the Private Placement, or the June 2024 Lead Lender Fee Warrant Adjusted Exercise Price, and the number of shares of Common Stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrant was also adjusted to a total 5,296,610 shares, or the June 2024 Lead Lender Fee Warrant Adjusted Shares, such that the product of the June 2024 Lead Lender Fee Warrant Adjusted Exercise Price and the June 2024 Lead Lender Fee Warrant Adjusted Shares is equal to an aggregate exercise amount of $2.5 million. The June 2024 Lead Lender Fee Warrant was recognized at fair value and as of December 31, 2024, was classified as additional paid-in capital on the Company’s condensed consolidated balance sheets (see also note 10.E to our audit financial statements for the year ended December 31, 2024 included elsewhere in this Annual Report.)

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

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

Private Placement

On July 3, 2024, we entered into a definitive securities purchase agreement (the “Purchase Agreement”) with a global investment firm (the “Lead Investor”) for the purchase and sale in a private placement (the “Private Placement”) of units (the “Units”) consisting of (i) 256,875 shares of our Common Stock (the “PIPE Shares”) and (ii) Common Stock purchase warrants (the “PIPE Warrants”) to purchase up to 385,332 shares of our Common Stock (the “PIPE Warrant Shares”) to the Lead Investor and other investors (collectively, the “Investors”) acceptable to the Lead Investor and us. The Private Placement closed on July 3, 2024. The purchase price per Unit was $1.00. The aggregate gross proceeds to us from the Private Placement were $256,875.

~~The~~On ~~PIPE~~December ~~Warrants~~15, ~~were~~2025, ~~exercisable~~we ~~upon~~entered ~~issuance~~into ata ansecurities ~~exercise~~exchange ~~price~~agreement with Quantum and certain of ~~$1.00~~the ~~per~~shareholders ~~share,~~of ~~subject~~Quantum (the “Quantum Shareholders”) pursuant to ~~certain~~which ~~adjustments~~we agreed to issue to the Quantum Shareholders an aggregate of up to 40.0% of our issued and ~~certain~~outstanding capital ~~anti-dilution~~stock as of December 15, 2025, inclusive of the 800,000 shares of our common stock issuable by us in a private placement offering ~~protection~~that ~~set~~we ~~forth~~entered ~~therein~~into in November 2025 (the “Private Placement Shares”), consisting of (i) up to 2,666,000 shares of our common stock, representing 19.99% of our issued and ~~have~~outstanding acapital ~~three~~stock (the “Viewbix Exchange Shares”), inclusive of the Private Placement Shares, and (ii) pre-~~year~~funded ~~term~~warrants ~~from~~to purchase up to 4,447,595 shares of our common stock, representing the ~~issuance~~balance of ~~date~~up to the 40.0%, Inas ~~addition~~of December 15, 2025, less the ~~PIPE~~Viewbix ~~Warrants~~Exchange ~~are~~Shares, ~~subject~~in exchange for up to an100%, ~~automatic~~but not less than 85%, of ~~exercise~~Quantum’s ~~provision~~issued inand ~~the~~outstanding ~~event~~share ~~that~~capital ~~our~~on ~~shares~~a fully diluted and post-closing basis, equal to an amount up to 589,319 of ~~Common~~Quantum’s ordinary ~~Stock~~shares. ~~are~~The ~~approved~~transaction ~~for~~closed ~~listing~~on March 4, 2026 and resulted in us acquiring 100% of Quantum’s issued and outstanding share capital on ~~the~~a ~~Nasdaq~~fully ~~Capital~~diluted ~~Market~~and post-closing basis and Quantum becoming a majority-owned subsidiary of Viewbix.

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

~~The~~Viewbix ~~Purchase Agreement and the Registration Rights Agreement also contain representations, warranties, indemnification and other provisions customary for transactions of this nature~~Inc. ~~In addition, pursuant to~~ (the ~~Purchase Agreement~~“Registrant”, we“Viewbix” ~~agreed~~or ~~to abide by certain customary standstill restrictions for a period of 30 days following~~ the ~~effective~~“Company”) ~~date of the PIPE Registration Statement. In addition, while the PIPE Warrants are outstanding, the Investors shall not,~~ and ~~shall cause~~ its ~~affiliates~~subsidiaries toare ~~not~~focused ~~enter~~on ~~into~~digital ~~or effect~~advertising, ~~directly or indirectly, hedging~~ ~~transactions~~quantum ~~that~~technology ~~establish a net short position. Upon the closing of the Private Placement, we reimbursed the Lead Investor $10,000 for actual~~ and ~~documented~~computing ~~fees~~ and ~~expenses~~enterprise ~~incurred.~~artificial Inintelligence ~~addition, we paid a commission to the Lead Investor of~~ (iAI) ~~a cash fee of $12,844 and (ii) 12,844 shares of our Common Stock~~solutions.

~~First~~Our ~~July~~primary ~~2024~~business ~~Facility~~focus ~~Agreement~~is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbix’s operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging (“Video Advertising Platform”). With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video. The Video Advertising Platform measures when a viewer performs a specific action while watching a video and collects and reports the results to the client. However, due to the Company’s failure to meet predetermined sales targets which were set pursuant to the recapitalization transaction with Gix Internet Ltd. in January 2020, the Company determined to reduce its operations and the size of its sales and R&D team in the Digital Advertising Platform.

OnThe ~~July 22~~Company, ~~2024,~~through weits ~~entered~~subsidiary, ~~into~~Gix anMedia ~~amended~~Ltd. ~~and~~(“Gix ~~restated facility agreement~~Media”), asis ~~amended~~focused on ~~July~~digital ~~25,~~advertising ~~2024~~operations ~~(as~~for ~~amended,~~ad search (the “~~First July~~Search ~~2024 Facility Agreement~~Platform”). ~~for~~Gix aMedia ~~$2.5~~develops ~~million~~and ~~(the~~markets ~~“First~~a ~~July~~variety ~~2024~~of ~~Facility~~technological ~~Loan~~software ~~Amount”)~~solutions ~~credit~~that ~~facility~~automate, ~~(the~~optimize ~~“First~~and ~~July~~monetize ~~2024~~online ~~Credit~~campaigns. ~~Facility”)~~These ~~with~~technological atools ~~certain~~enable ~~lender~~advertisers ~~(the~~and ~~“First~~website ~~July~~owners ~~2024~~to ~~Lender”)~~earn ~~that~~more ~~amends~~from ~~and~~their ~~restates~~advertising campaigns ~~the~~and ~~prior~~generate ~~facility~~additional ~~agreement~~profits ~~entered~~from ~~into~~their onsites. ~~July~~Through 4,the ~~2024~~Search ~~between~~Platform, the Company ~~and~~provides ~~the~~services ~~July~~to ~~2024~~leading ~~Lender~~search ~~(the~~engines worldwide (“~~Prior~~Search ~~First~~Engines”) ~~July~~by ~~2024~~developing, marketing and distributing software products to internet users. The operations ~~Facility~~and ~~Agreement”)~~activity on this platform are powered by Gix Media.

~~The~~As ~~First~~of ~~July~~November ~~2024~~2025, ~~Facility~~in ~~Loan~~addition ~~Amount~~to ~~will~~Gix ~~remain~~Media’s ~~available~~Search ~~until~~Platform, the ~~earliest~~Company, tothrough ~~occur~~a previous majority-owned subsidiary of (Gix Media, Cortex, operated a~~)(i)~~ itdigital iscontent ~~drawn~~platform, ~~down~~which produced engaging content and marketing material in ~~full~~various languages to various target audiences, ~~(ii)~~in ~~the~~order ~~36-month anniversary~~to ofgenerate revenues from advertisements displayed together with the ~~First~~content, ~~July~~which ~~2024~~are ~~Facility~~posted ~~Agreement~~on digital content, marketing and ~~(b)~~advertising ~~upon~~platforms. ~~such~~Following ~~date~~the ~~that~~Cortex Sale (as defined below), the Company ~~completes~~only aoperates ~~$2.0~~the Search ~~million~~Platform ~~financing~~and ~~transaction (the~~Cortex ~~“First~~is ~~July~~presented ~~2024~~as ~~Facility~~discontinued ~~Term”).~~operations Inin the ~~event~~Company’s audited consolidated financial statements for the ~~First~~years ~~July~~ended December 31, 2025 and 2024. ~~Facility~~For ~~Term~~additional ~~lapses~~information, ~~the~~see ~~First~~“Item ~~July~~7. ~~2024~~Management’s ~~Facility Loan~~Discussion ~~Amount~~and ~~shall~~Analysis beof ~~repaid~~Financial toCondition and ~~the~~Results ~~First~~of ~~July~~Operations—Recent ~~2024~~Developments—Sale ~~Lender~~of ~~immediately thereafter~~Cortex”.

The ~~First~~Company, ~~July~~through ~~2024~~its ~~Facility~~wholly-owned ~~Agreement~~subsidiary, ~~sets~~Quantum, ~~forth~~is afocused ~~drawdown~~on ~~schedule~~developing asand ~~follows:~~promoting ~~(i)~~quantum analgorithms ~~aggregate~~for ofthe ~~$50~~transportation,~~000~~ drug ~~was~~discovery ~~drawn~~and ~~down~~security onsegments ~~the~~as ~~effective~~well as developing quantum-based GPS replacement and quantum atom accuracy solutions. Quantum ~~date~~currently ofowns ~~the~~and ~~Prior~~operates ~~First~~six ~~July~~portfolio-companies, ~~2024~~each ~~Facility~~dealing ~~Agreement~~with a different quantum segment and challenge. Quantum’s proprietary intellectual property portfolio, ~~(ii)~~including an ~~aggregate~~innovative ofpatent ~~$50,000~~in ~~shall~~quantum beerror ~~drawn~~correction, ~~down~~sub-licensed ~~upon~~in collaboration with Ramot, the ~~effectiveness~~technology transfer company of ~~the Uplist~~Tel Aviv University, ~~and~~addresses ~~(iii)~~critical ~~following~~challenges ~~the~~in ~~Uplist,~~noisy anintermediate-scale ~~aggregate~~quantum ofdevices ~~$200~~by enabling efficient,~~000~~ ~~shall~~real-time bedecoding ~~drawn~~of ~~down~~surface oncode aerrors—reducing ~~quarterly~~computational ~~basis~~overhead ~~until~~by ~~the~~up ~~First~~to ~~July~~50% ~~2024~~compared ~~Facility~~to traditional ~~Loan~~methods ~~Amount~~and issupporting ~~exhausted~~scalable fault-tolerant quantum computing.

The First July 2024 Credit Facility accrues interest at a rate of 12% per annum (the “First July 2024 Facility Interest”). The First July 2024 Facility Interest was paid in advance for the first year of the First July 2024 Facility in (i) 300,000 shares of our Common Stock at a conversion rate of $1.00 for each U.S. dollar of First July 2024 Facility Interest accrued on the respective First July 2024 Facility Loan Amount, and (ii) 300,000 warrants to purchase a number of shares of our Common Stock at a conversion rate of $1.00 for each U.S. dollar of First July 2024 Facility Interest accrued on the respective First July 2024 Facility Loan Amount (the “First July 2024 Facility Warrants”). The First July 2024 Facility Warrants were exercisable upon issuance at an exercise price of $1.00 per share of Common Stock, subject to certain beneficial ownership limitations and price adjustments set forth therein, and have a three-year term from the issuance date.

~~Immediately~~The ~~following~~Company, ~~the~~through ~~effectiveness~~its ofwholly-owned ~~the Uplist~~subsidiary, ~~(i) $100~~Metagramm,~~000~~ ofis ~~the~~focused ~~First~~on ~~July~~AI ~~2024~~and ~~Facility~~natural ~~Loan~~language ~~Amount~~processing ~~will~~(NLP) ~~convert~~communication-based ~~in shares of common~~solutions. ~~stock~~Metagramm atspecializes ain ~~conversion~~developing ~~rate~~advanced ofwriting ~~$1.00~~assistance ~~per~~tools ~~share~~that ~~(such~~leverage ~~amount~~artificial ~~of shares converted~~intelligence, ~~the~~machine ~~“First~~learning ~~July~~and ~~2024 Convertible Stock”),~~natural ~~and,~~language ~~(ii)~~processing wetechnologies. ~~will~~Metagramm’s ~~issue~~main ~~a warrant to purchase such amount of First July 2024 Convertible Stock~~product, ~~with an exercise price of $1.00 per share (the~~ “~~First July 2024 Conversion Warrant~~Bubbl”, ~~and~~is ~~together~~a ~~with~~writing ~~the~~tool ~~First~~designed ~~July~~to ~~2024~~provide ~~Convertible Stock, a “First July 2024~~personalized ~~Conversion Unit”,~~ and ~~collectively~~customized ~~the~~text ~~“First~~tailored ~~Uplist~~to ~~Conversion”).~~the ~~The~~user’s ~~remaining~~unique ~~First~~expression ~~July 2024 Facility Loan Amount outstanding~~ and ~~not~~can ~~converted~~translate ~~following~~various ~~the~~languages ~~First~~into ~~Uplist~~English. ~~Conversion~~Metagramm ~~shall remain available for the duration of the First July 2024 Facility~~licenses ~~Term,~~its ~~whereby,~~products ~~upon~~on ~~the~~a ~~lapse~~subscription ofbasis ~~the First July 2024 Facility Term, such amount shall be repaid~~ to ~~such~~businesses ~~First~~and ~~July~~individual ~~2024 Lender~~customers.

InDigital ~~addition~~Advertising ~~and in connection with the First July 2024 Credit Facility, we agreed to pay the First July 2024 Lender a one~~-~~time~~ fee consisting of: (i) 125,000 shares of our Common Stock, representing five percent (5%) of the First July 2024 Facility Loan Amount at a conversion rate of $1.00 and (ii) a warrant to purchase 250,000 shares of our Common Stock with an exercise price of $1.00 per share (the “First July 2024 Facility Fee Warrant” and together with the First July 2024 Facility Warrants, the “First July 2024 Warrants”).Viewbix

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

Second July 2024 Facility Agreement

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

The Second July 2024 Facility Loan Amount will remain available until the earliest to occur of (a)(i) its drawing down in full, (ii) the 40-month anniversary of the Second July 2024 Facility Agreement and (b) upon such date that the Company completes a $2.5 million financing transaction (the “Second July 2024 Facility Term”). In the event the Second July 2024 Facility Term lapses, the Second July 2024 Facility Loan Amount shall be repaid to the Second July 2024 Lenders immediately thereafter.

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

The Second July 2024 Credit Facility accrues interest at a rate of 12% per annum (the “Second July 2024 Facility Interest”). The Second July 2024 Facility Interest was paid in advance for the first year of the Second July 2024 Facility in (i) 360,000 shares of our Common Stock at a conversion rate of $1.00 for each U.S. dollar of Second July 2024 Facility Interest accrued on the respective Second July 2024 Facility Loan Amount, and (ii) 360,000 warrants to purchase a number of shares of our Common Stock at a conversion rate of $1.00 for each U.S. dollar of Second July 2024 Facility Interest accrued on the respective Second July 2024 Facility Loan Amount (the “Second July 2024 Facility Warrants”). At the second-year anniversary of the Second July 2024 Credit Facility, the Second July 2024 Facility Interest will be paid by us in cash to the Second July 2024 Lenders. The Second July 2024 Facility Warrants were exercisable upon issuance at an exercise price of $1.00 per share of Common Stock, subject to certain beneficial ownership limitations and price adjustments set forth therein, and have a three-year term from the issuance date.

Immediately following the effectiveness of the Uplist, (i) $160,000 of the Second July 2024 Facility Loan Amount will convert into shares of Common Stock at a conversion rate of $1.00 per share (such amount of shares converted, the “Second July 2024 Convertible Stock”), and (ii) we will issue a warrant to purchase such amount of Second July 2024 Convertible Stock, with an exercise price of $1.00 per share (the “Second July 2024 Conversion Warrant”, and together with the Second July 2024 Convertible Stock, a “Second July 2024 Conversion Unit”, and collectively the “Second Uplist Conversion”). The remaining Second July 2024 Facility Loan Amount outstanding and not converted following the Second Uplist Conversion shall remain available for the duration of the Second July 2024 Facility Term, whereby, upon the lapse of the Second July 2024 Facility Term, such amount shall be repaid to such Second July 2024 Lender.

In addition and in connection with the Second July 2024 Credit Facility, we agreed to pay the Second July 2024 Lenders a one-time fee consisting of 150,000 shares of our common stock, representing five percent (5%) of the Second July 2024 Facility Loan Amount at a conversion rate of $1.00.

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

Metagramm Securities Exchange Agreement

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

Services Agreements

On July 14, 2024 and July 25, 2024, we entered into consulting agreements (the “Consultant Agreements”) with certain consultants (the “Consultants”) pursuant to which the Consultants agreed to provide certain services to us. As partial compensation, we issued 120,000 shares of our Common Stock (the “Consultant Shares”) to the Consultants.

Amendment to Certificate of Incorporation

On July 15, 2024, the Company filed an Amendment to its Certificate of Incorporation (the “Amendment”) to effect a 1-for-4 reverse stock split of the Company’s Common Stock, (the “Common Stock” and the “Reverse Stock Split”). The Amendment became effective upon filing, and the Reverse Stock Split became effective at market open on March 14, 2025, following the process and announcement by FINRA. As a result of the Reverse Stock Split, every four (4) outstanding shares of the Company’s Common Stock were converted into one (1) share of the Company’s Common Stock. The Reverse Stock Split did not change the par value of the Common Stock or the number of authorized shares of Common Stock, which is 490,000,000 shares of Common Stock. Consequently, the number of shares of the Company’s Common Stock that may be purchased upon the exercise of outstanding warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion prices for these securities, have been ratably adjusted in accordance with their terms. All descriptions of our capital stock, including share amounts and per share amounts in this Annual Report, are presented after giving effect to the Reverse Stock Split.

Recent Developments Regarding Cortex

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

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

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

On July 13 2024, Gix Media and Leumi entered into a third addendum to the Financing Agreement according to which, inter alia, effective as of May 15, 2024 and until August 31, 2024: (i) the Company is obligated to transfer to Gix Media $600,000; (ii) a new covenant, measured by reference to positive EBTIDA was implemented; (iii) all payments due to the long-term bank loan from Leumi were deferred to August 31, 2024 and from September 1, 2024, payments will be repaid as schedule until the end of the long-term bank loan; (iv) a new $350,000 loan was granted to Gix Media on June 13, 2024, to be repaid until August 30, 2024, alongside the existing credit facility to Gix Media, which remains equal to 80% of Gix Media’s customer balance and (v) Gix Media is obligated to perform a reduction in expenses, including reduction in force.

Effective as of August 30, 2024, Gix Media and Leumi entered into a fourth addendum to the Financing Agreement, pursuant to which, inter alia: (i) subject to the receipt of at least $2,000,000 from the Company by no later than January 1, 2025, the existing credit facility to Gix Media shall be extended until February 27, 2025 and (ii) the repayment of the outstanding principal amounts of the long-term bank loans of Gix Media under the Financing Agreement and an additional loan in the amount of $160,000, will be deferred until December 31, 2024 and from January 1, 2025, all due payments will be repaid as schedule until the end of the term of the long term bank loans (see also note 10.B to our audit financial statements for the year ended December 31, 2024).

Effective as of January 29, 2025, Gix Media and Leumi entered into a fifth addendum to the Financing Agreement, pursuant to which, inter alia: (i) the existing credit facility to Gix Media was extended to March 31, 2025; (ii) the repayment schedule of all outstanding obligations under the long term bank loans of Gix Media under the Financing Agreement, was deferred until the actual deposit by the Company in Gix Media’s account of an investment account equal to the amounts of the deferred long term bank loans owned by Gix Media, which in any event shall be no later than March 31, 2025; (iii) upon such deposit date, all deferred payments shall be immediately repaid using the deposited amounts and any remaining amounts from any other sources; (iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each long term bank loan.

Viewbix Business Overview

Viewbix is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbix’s operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging (“Video Advertising Platform”). With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video. The Video Advertising Platform measured when a viewer performs a specific action while watching a video and collects and reports the results to the client. However, due to the Company’s failure to meet predetermined sales targets which were set pursuant to the Recapitalization Transaction, in January 2020 the Company determined to reduce its operations and the size of its sales and R&D team in the Digital Advertising Platform.

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

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

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

Search Platform

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

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

Gix Media also provides traffic referral services to Search Engines through the referral of traffic of users who engage search ads generated by Gix Media, or the “~~Seach~~Search to Search” model. These ads are displayed on SERP’s Search Engines’ result pages (SERP) that are purchased by the Company from other Search Engines (such as Yahoo! Bing / Microsoft Ads and Google). When such user clicks on these search ads, Gix Media refers the user to a paid offering from a Search Engine which contains ads that are related to the initial ad made by Gix ~~media~~Media (the Company buys ad space from Search Engines and sell them to other search ads while profiting from the price difference).

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Content Platform

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

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

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

Business Model

The Search ~~and Content~~ Platform ~~are~~is operated through two models, direct and indirect:

Direct Model

Gix Media operates its Search Platform using a direct model whereby it refers searches that are conducted by users of its products, which are thereafter distributed to Search Engines directly by Gix Media.

Additionally, through the direct model Gix Media operates its Search to Search model and provides traffic referral services to the Search Engines through the referral of traffic of users who engage search ads generated by Gix Media.

12The revenues generated by Gix Media from the Search Platform applying this model, constituted approximately 98% and 64% of the total revenues of Gix Media for the fiscal year-ended December 31, 2025 and December 31, 2024, respectively.

~~The~~For ~~revenues generated by Gix Media from~~ the ~~Search~~year ~~Platform~~ended ~~applying~~December ~~this~~31, ~~model~~2025, ~~constituted~~through ~~approximately~~the ~~64%~~date ~~and 20%~~ of the ~~total~~Cortex Sale, revenues of ~~Gix~~generated ~~Media~~by ~~for~~Cortex from the ~~fiscal~~Content ~~year-ended~~Platform ~~December~~are ~~31,~~entirely from ~~2024~~the ~~and~~direct ~~December 31, 2023, respectively~~model.

Cortex operates its Content Platform using the direct model through an Artificial Intelligence (“AI”) based system developed by Cortex, which connects user traffic and advertisers (the end customers of Cortex) who advertise on the Cortex Websites through online, algorithmic, and customized advertising. See “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.

Indirect Model

Gix Media also operates its Search Platform using an indirect model, whereby it refers searches that are conducted by users of products developed by third party strategic partners (in contrast to users of its own products as conducted through the direct model), which are thereafter distributed to Search Engines by Gix Media. Gix Media engages with strategic partners who have similar products and allow these strategic partners to integrate Gix Media’s technological tools into their own products in order to refer searches conducted by resulting users to the customers of Gix Media. Using this model, Gix Media shares revenues received from Search Engines with its strategic partners.

The revenues generated by Gix Media from the Search Platform applying this model, constituted approximately 372% and 8037% of the total revenues of Gix Media for the fiscal year-ended December 31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.

Growth Strategy

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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 will focus on companies that operate in emerging industries and which present considerable commercial potential. We believe that we can expand our footprint in our industry through mergers and acquisitions, which will also lead to the recruitment of additional human capital thereby supporting existing and new customer needs.

●

Expansion of Product Range, Search Platform. In 2025 we intend to focus on the expansion of our product range by the development and distribution of new products in attractive yet related sectors. In 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.

●	Growth through Mergers and Acquisitions. We continue to identify attractive opportunities, such as our acquisition of Quantum, and examine different options to perform additional acquisitions. We will focus on companies that operate in emerging industries and which present considerable commercial potential. We believe that we can expand our footprint in our industry through mergers and acquisitions, which will also lead to the recruitment of additional human capital thereby supporting existing and new customer needs.

●	Expansion of Product Range, Search Platform. In 2026, we intend to focus on the expansion of our product range by the development and distribution of new products in attractive yet related sectors. In particular we intend to focus on new products for the Search to Search model and Indirect Model.

●	Expansion of Quantum Business Unit. We are expanding, and intend to continue to expand, our quantum computing initiatives by advancing the development and commercialization of our quantum technologies and related applications. We plan to increase investment in research and development, enhance our technical infrastructure, and broaden our engagement with enterprise, academic and governmental partners to accelerate adoption across targeted industries and verticals. In addition, we expect to pursue strategic collaborations and platform integrations designed to expand market reach, support product deployment and drive technological innovation within the evolving quantum ecosystem.

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● Expansion of Product Range, Content Platform. 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. 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). Internet users download free browser add-ons, usually from browser stores. These browser add-ons enhance browser capabilities when activated by the user, and offer users services such as file converters, video players, radio players, games, safe internet usage, different designs of backgrounds, different calculators and more. In addition, these add-ons allow us to refer the searches of these users to the customers of the Search Engines.

●	Desktop and mobile apps (referral of searches directly and indirectly). Free software products for Apple and PC computers provide users services similar to the add-ons of the internet browsers. After the users download these software products, they grant permission to us to refer the searches performed on these products to the Search Engines.

●	Searches to Search (referral of searches directly). The process of referring searches to Search Engines starts with the purchase of search results ads on Search Engines’ result pages (such as Yahoo!, Bing, Microsoft Ads and Google). The ad will offer the user a link to receive information or content on a certain subject. Users who click these ads will be directed to the result page of the Search Engine that displays relevant content from the Search Engines, based on the search terms related to the search result ad. This process involves acquiring search result ads that appear on Search Engines’ results pages in response to relevant user queries. The monetization process of the “Search to Search” activities of Gix Media occurs through advertising on Search Engines, where the generated user traffic is directed to search result ads on other Search Engines’ result pages, creating a cycle of buying and selling search-based advertisements. of ad buying and selling.

Stage A: Search result ads purchased by Gix Media are displayed on a Search Engine’s result page.

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Stage B: Search results are displayed to the user after the user clicked the ad content.

When purchasing these search result ads, we receive assistance from Search Ads, a system that we developed for the purpose of managing the purchase process. These self-designed systems will then find an optimal combination designed to yield maximum profits at a given time in relation to specified variables, such as: the costs of the ad space, the payment that we will receive as a result of user traffic that was referred by our content ads on this ad space, the amount of available user traffic for the different search terms and the click percentage of each such search. In addition, our self-designed system can also stop a purchase and change prices for the purpose of maximizing performance.

Search Systems:

The technological backbones of our Search Platform involve the following key systems:

● Online campaign management. This system runs various platforms and includes modules for measurement of campaign performance, Business Intelligence (“BI”) tools, and general management of campaigns for different customers. The system enables optimization and automation of internet campaigns by data and recommendations provided by the BI system. These systems are based on predictive models that were developed by Gix Media. ● Optimization systems. Gix Media developed systems which are used for the optimization of the appearance of the content displayed to users, including landing pages and the creation of landing pages. This system periodically analyzes and assesses the effectiveness of the content displayed to users. These systems extract and analyze data from our intelligence and fraud detection systems and automatically recommend the most effective and efficient content in real- time. ● Fraud detection system. This system detects, through the use of an algorithm, fraud attempts to flood our systems with misinformation, including, for example, misinformation regarding the installation attempts of browser add-ons. ● Proprietary BI system. This system was developed by Gix Media and includes three layers:

● Optimization systems. Gix Media developed systems which are used for the optimization of the appearance of the content displayed to users, including landing pages and the creation of landing pages. This system periodically analyzes and assesses the effectiveness of the content displayed to users. These systems extract and analyze data from our intelligence and fraud detection systems and automatically recommend the most effective and efficient content in real- time. ● Fraud detection system. This system detects, through the use of an algorithm, fraud attempts to flood our systems with misinformation, including, for example, misinformation regarding the installation attempts of browser add-ons. ● Proprietary BI system. This system was developed by Gix Media and includes three layers:

	(i)	Infrastructure. This layer allows transmission of statistical data regarding various events according to certain criteria and/or requirements set by us, including: performance of online searches, performance of any action on ads, performance of an installation, etc. The infrastructure collects a wide variety of background data on any event and dozens of parameters that are registered and collected (while complying with privacy protection laws that apply to our operations), which allows the performance of business and technical optimizations.

	(ii)	Data processing and storage. This layer allows us to process the big-data we gather on our platforms and to divide such data into interim tables based on different parameters. This stage is performed daily, by a tool that was developed by Gix Media. Vast amount of data is accumulated on a daily basis, which requires a secure, easy to access storage that can be cost-effectively analyzed thereafter. For this purpose, Gix Media uses a combination of in-house technology and external tools of leading companies, such as Microsoft and Google.

	(iii)	Data presentation. This layer presents the data to Gix Media’s customers in an easy, fast, and convenient manner, while combining other layers of information and integrating statistical models that were developed by Gix Media. The presentation tool that we use is Sisense, a popular BI platform, which is a tool used by leading companies in the industry around the world and ranked highly by the Gartner Company.

The BI system allows us to have real time control over critical events occurring on our systems by sending alerts directly to our employees with the relevant information, including assistance to customers in purchasing media, reports about malfunctions and the discovery of any irregular online behavior. In addition, the BI system also sends automated reports to us and to our different partners (providers/customers), which present data on a weekly/quarterly/monthly or on a cumulative basis to be used by management and finance departments.

● Data matching with external platforms. This layer receives data from external partners – mainly costumers while combining other layers of information from media suppliers and integrating statistical models that were developed by Gix Media. Later on, these enriched data sets are sent back to our suppliers to optimize and accurate or media buying goals so we can lower media cost and increase sale value of purchased ads. This feature is mainly used for the Search to Search model. ● Website Management System. The free software, such as the desktop apps, mobile apps and browser add-ons owned by Gix Media, are marketed in some cases through dedicated websites. This system enables two main functions: ● Management and design of websites, including choosing the types of websites, defining texts, designing, and selecting images. ● Adoption of the website according to the functionality of each free software or browser add-on. ● Landing Page and Companion Information Management System. This system allows for adjustments between a variety of landing pages and companion information for each of Gix Media’s products. The adjustments generated by the system vary according to the type of product, regulatory requirements, operating systems, and type of browser. The system supports landing pages for the distribution of browser add-ons and free software for Apple operating systems and for Microsoft operating systems. This system consists of two main modules: ● A system for managing and defining various landing pages for different products. In this module, a wide selection of landing page types can be defined, along with defining texts, design, and selecting images. The system includes a collection of logical commands that allow for quick action. ● A landing page submission system which presents the landing page and the relevant companion information with the appropriate functionality for each free software or browser add-on. ● Distribution Management System. This system is an automated management interface based on a collection of logical commands that distributes the traffic routes from internet users to various Search Engines. This system predefines the desired country and the desired portion of traffic to be routed to that country.

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● Landing Page and Companion Information Management System. This system allows for adjustments between a variety of landing pages and companion information for each of Gix Media’s products. The adjustments generated by the system vary according to the type of product, regulatory requirements, operating systems, and type of browser. The system supports landing pages for the distribution of browser add-ons and free software for Apple operating systems and for Microsoft operating systems. This system consists of two main modules: ● A system for managing and defining various landing pages for different products. In this module, a wide selection of landing page types can be defined, along with defining texts, design, and selecting images. The system includes a collection of logical commands that allow for quick action. ● A landing page submission system which presents the landing page and the relevant companion information with the appropriate functionality for each free software or browser add-on. ● Distribution Management System. This system is an automated management interface based on a collection of logical commands that distributes the traffic routes from internet users to various Search Engines. This system predefines the desired country and the desired portion of traffic to be routed to that country.

Content Platform

Our Content Platform operations primarily focus on the development of an AI-based software that connects internet and mobile users (the “Users”) who browse on the Cortex Websites (the “Readers”) to advertisers that pay Cortex to display ads with the content published by Cortex on the Cortex Websites with online customized advertisements (the “Software”). Our Software, powered with the assistance of AI, translates articles from English into multiple languages, provides an assistant tool for article management to our digital content departments, and we expect that in the future it will be able to generate articles and creative media content.

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 operates as one integral system that enables a smart connection between the traffic of Users and advertisers which are Cortex’s customers.

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 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). By using machine learning and AI, the Software analyzes the properties of a given User and compares the data to the historical data of other Users and then analyzes the probability that the given User’s interaction with the promoted content will advance to a conversion process, by either viewing the promoted ad on the Cortex Websites or by clicking on the promoted ad (“Conversion”).

According to both the probability of Conversion calculated by the Software and the maximum predicted profit from the Conversion actions of the User, the Software determines the optimal purchase price for the traffic, in order to maximize ad revenues from Readers’ interactions.

The algorithms that we develop help analyze the historical results of a User’s Conversions with respect to each advertiser and factor them together with the price per Reader that each advertiser pays. 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.

Collaboration with Third Party Websites

We collaborate with third party websites, which allows us to extend the Content Platform’s business model to more websites, in addition to the Cortex Websites. These collaborations generate a sub-domain (a “Third-party Sub-Domain”) on such third party website which features a selection of Cortex’s digital content, managed and operated by Cortex’s employees. Advertisers generally prefer to advertise on the Third-Party Sub-Domains due to their relatively high reputation and familiarity, typically leading to higher advertising rates and increased revenue from the Third-Party Sub-Domains. In accordance with this model, Cortex shares the profits generated from the traffic on the Third-Party Sub-Domains, with the third party website owners.

The following illustration describes the collaboration with third party websites:

Content to Google Search (RSOC)

In response to the MFA changes and in order to minimize the Cortex Adverse Effect, Cortex expanded its revenue strategy through the development of a new business model, which directs searches through content to Google’s search platform called “related search for content” or RSOC. The process of directing the search to Google is enabled by Cortex’s algorithm and begins with the purchase of targeted advertisements (media) on Third Party Platforms (such as Facebook, Outbrain, Taboola) with the aim of engaging users in specific categories (such as health, insurance, cars, etc.). After users click on the advertisements, they are directed to the additional content on the Cortex Websites related to those advertisements, which include selected search terms. Clicking on these terms leads to Google’s search results page. Google, in turn, displays ads from its clients, who are various advertisers. For searches directed by Cortex to Google, a payment is made by Google, which constitutes part of the amount Google receives from the advertisers. Cortex’s capabilities in digital content creation and campaign management enable the direct cooperation with Google on the RSOC platform.

The following illustration describes the RSOC model:

Content Systems:

The ten technological components of the Content Platform are as follows:

● Monitoring and Big Data Systems. An important element in our online ad campaign management and monitoring its performance results is an accurate log of the activities on the Cortex Websites. When a Reader is directed from other media outlets to the Cortex Websites, this system measures and documents in automated codes the properties of the Reader, such as the Reader’s IP address, geographic location, type of device used by the Reader and the Reader’s operating system, all in a manner which is in compliance with the applicable privacy rules and regulations. An average session of a Reader on the Cortex Websites generates approximately 1,000 different records. The system checks, inter alia, the types of web-pages viewed by the Reader, the length of time the Reader spent on each page, the types of advertisements the Reader viewed, the length of time the Reader viewed these advertisements, and whether the Reader is a returning Reader.

In addition, the Software identifies which advertisements were delivered to the Reader, the payment amount that the advertisers paid to Cortex for each ad read by the Reader, the length of time the Reader viewed the ad, and whether the Reader clicked the ad or not. 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. Cortex developed a backend infrastructure to receive this traffic, process it, and document it in a manner to enable Cortex to assess such data in an effective and efficient manner.

Our big data servers are responsible for processing the information transmitted to them by the monitoring system and are responsible for regulating the rate of updates to the databases. Cortex has a backup system in the event that one of its servers fails. This system collects and summarizes the information in tabular form for further analysis, in accordance with data processing regulations.

● Campaign management system. We purchase Readers’ traffic through paid campaigns for the Cortex Websites, which in turn generates revenues by the exposure of the Readers to the ads. Accordingly, advertisers pay us for each Reader exposed to the ads on the Cortex Websites.

The price quotations that we submit for traffic is critical; a price that is too high (higher than the proceeds obtained for this traffic) will result in a loss, and a price that is too low will result in a loss in bids for ad spaces and a decrease in the volume of activity. The optimal price is a function of the revenues obtained from each Reader, however in light of the fact that we first pay for the Users and only thereafter generate revenues, we aim to set an accurate price in order to predict, as accurately as possible, the revenues from each User.

The AI system that Cortex developed seeks to manage all of these campaigns without any human involvement, which contributes to our revenues and the economic success of the campaign. This system manages up to 100,000 campaigns simultaneously, and each campaign runs in different ad spaces (Yahoo, MSN, FOX, CNN and others). The system is required to predict accurately, and at any given moment, the behavior of the targeted Users, and predict the amount of bids that competing advertisers will place for such ad space.

As described above, in order to make effective recommendations, our technology must first predict a User’s interaction with a given promoted content. Our systems process a significant number of records from the User databases and the data from our monetization system (as described further below), which allows us to determine which campaigns should be promoted and which campaigns should be halted, as well as the optimal value of each campaign.

● Content monetization system. 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.

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 system is connected by an application programming interface (“API”) to tens of systems of advertisers who work with Cortex in the ad exchange. In light of the fact that hundreds of thousands of ad bids are held at any given hour, the system simultaneously runs through thousands of advertisers’ systems and retrieves accessible and relevant data.

Additionally, algorithms analyze the historic data of the Reader’s behavior, the current data received from advertisers, and data regarding the results of the bids from the monitoring system, after which, the algorithms predict the demand of advertisers and the price that advertisers would pay for a future Reader. This prediction is performed on an individual level according to the User’s data, the type of article and the ad location.

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Targeted AI tools to predict Google monetization. Cortex developed an AI tool that is capable of predicting the price that Google will pay for ads in a specific space, as a function of several features, including the campaign itself, Users’ properties, the time of day, and the day in the week. When the tool sends bids to Google, it also sends encrypted third party data, which enables us to re-identify the bids. Using this encrypted data, the tool that Cortex developed then aggregates the data and reverse analyzes the amount that Google paid us for each campaign. 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%.

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Campaign launch system. While our AI system manages automated campaigns from start to finish, without human intervention, the creation of the campaigns still requires human intervention as campaigns of advertisers requires human-generated creative content in order to attracting Readers to interact with the promoted ads. The dashboard provides the campaigns’ manager for each advertiser (the “Creative Team”) data regarding the success of previous campaigns.

In addition, a special tool that was developed by the AI system, scans all the campaigns that were launched in the past two years, identifies new opportunities on a daily basis, and launches the campaigns automatically as long as the campaigns are profitable.

The creation of an ad campaign in a certain network requires specialization in the network and extensive work on each campaign. Cortex developed a dashboard that enables the Creative Team to focus only on the creative aspects of the campaign and later select in a simplified matter, based on data presented to it in the dashboard, which interfaces, countries and networks to present the campaign in, and when to launch the campaign. 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. Cortex engages with creative content writers who produce dozens of articles for the Cortex Websites each week, publishing hundreds of articles a year that are read by hundreds of millions of Users. The articles are reviewed, proofed, and edited by a chief editor.

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. Cortex developed a tool that allows to re-use previously developed content of Cortex, which was saved in its databases, including the media that was already posted to the Cortex Websites and for which the copyright payments were already paid for. This tool saves time and reduces costs relating to digital content creation and also allows to reuse materials for new articles.

The index system scans each article that was posted on the Cortex Websites, and labels the content and photos associated with it in a database that is user-friendly, in such manner that the content writers can search for articles based on search words or phrases, in order to use information and relevant photos for new articles.

● Bidding management system and ad optimization. Readers browsing the Cortex Websites are exposed to various ads, which are delivered to each Reader by our advertising bid system. In order to maximize our revenues, we hold real time bidding campaigns between advertisers, for each ad that is displayed on the Cortex Websites. The winning bidder is chosen based on various criteria, such as: price, payments, preferences of certain advertisers based on the types of deals and terms of payment. According to this criteria, our bidding system selects which type of ads to display on the Cortex Websites and which advertisers to include in each bid. When a Reader browses a web-page on the Cortex Websites, the bidding system holds a bidding campaign between the selected advertisers, in order to choose the ads to deliver to the Reader. 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. All of Cortex’s customers use this system and our development team updates the interfaces a number of times a year, based on the technological developments of the advertisers, the browsers and applicable privacy restrictions.

● A/B testing system for performance comparison. Due to the frequent changes involved in the digital advertising market, it is difficult to predict the optimal price and performance of digital market campaigns. Our profit maximization depends on Readers’ preferences and the response of advertisers, elements that, due to their nature, we cannot predict. There are numerous trade-offs involved in ad delivery optimization, including, for example, that more advertisers that participate in a bid may increase revenues but may also increase the load on the Reader’s browser thereby affecting the user experience, the bidding performance and the display of content on the website.

Cortex developed an A/B testing system which runs several A/B tests simultaneously to produce versatile data which enables Cortex to (i) run bids between selected sub-groups of advertisers, (ii) display different ads, (iii) compare different partners of Google, (iv) check the contribution to the profit of a specific advertiser or ad, and (v) compare the performance of different configurations and designs of the web-pages in terms of performance.

● AI system for managing and translating articles. Cortex developed an AI system which translates articles from English into multiple languages and provides an assistant tool for article management tools to the digital content department. As of the date of this Annual Report, Cortex is developing a function which would enable this AI system the ability to generate articles and creative media content.

Customers

Search Platform

As of the date of this Annual Report, the customers of Gix Media in the Search Platform are Search Engines. These Search Engines engage with their customers who are different advertisers, in advertising and promotion agreements.

Gix Media engages with Search Engines according to customary industry conditions, through either the direct business model or indirect business model. The average distribution of the revenue sharing between Gix Media and Search Engines is between 70% -80% (in favor of Gix Media).

As of December 31, ~~2024~~2025, Gix Media has one major customer, a reputable international Search Engine (“Gix Major Customer”). Gix Media has generated revenues of approximately $41.42 million from the Gix Major Customer, constituting approximately 8881% of the total revenues of Gix Media during the year ended December 31, ~~2024~~2025. Our relationship with this Gix Major Customer originated in 2013 upon the signing of an exclusive cooperation agreement, which is extended from time to time. In March 2020, an extension of the foregoing agreement was signed, whereby the term of the agreement was extended until October 26, 2023, was automatically renewed for an additional one year period until October 26, 2024, and will continue to be automatically renewed for additional one year periods, unless either party gives notice of non-renewal 90 days’ in advance.

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.

All of the Bidders are repeat customers and the vast majority of the clusters are North American companies.

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”). The services agreement was entered into on July 31, 2023 and is effective for two years and thereafter will automatically be renewed for additional one year periods, unless either party gives notice of non-renewal 60 days’ in advance. Prior to the services agreement directly with Google, Cortex engaged with Google through a services agreement with Total Media Ltd. (“Total Media”). 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. We have advanced BI systems that improve constantly, which assist in distributing different products online, with a goal of maximum customization of the product to the end user. These BI systems were developed in-house by Gix Media ~~and Cortex~~.

Gix Media also designs and implements an advanced self-service marketing and launch campaigns which market its products directly across the internet, in various languages and countries.

To support our sales force, our team participates at industry conferences, invests in public relations, utilizes existing commercial relationships in order to build brand awareness and acquire new customers and creates meetings online and in-person with key industry players.

Competition

The competition in the digital advertising market is fierce. There are many players in all areas of the market: both a large number of advertisers and content owners, a large number of software products and algorithms, many advertising platforms and technologies. New players appear frequently in all of these areas. We compete with many companies that offer solutions for advertisers and website owners, including in the pillar of ad search ~~and digital content~~, and with tools that allow internet users to change the default search settings on their browsers. There is a large number of ~~digital content companies and~~ ad search companies that offer services that are similar to those provided by us. Our products compete on limited budgets of advertisers and on an inventory of ad spaces from website owners. Some of our competitors are companies that are considerably bigger than the Company with considerably higher budgets, such as Google, Meta, and Microsoft. Since a major part of the Company’s revenues is generated from a supply of searches, the Company also competes with the providers of the Search Engines themselves, such as Google, Microsoft, IAC and Verizon Media. Many of the present and potential competitors of the Company have financial, R&D, analytical systems, production resources and sales and marketing systems that are significantly larger in scope than those of the Company.

Search Platform

As of the date of this Annual Report, there are companies that develop different types of software products which enable, in a partial manner, the performance of some of the actions performed by Gix Media’s Search Platform. There is intense competition in the digital advertising market, and Gix Media has many competitors from various fields. As of the date of this Annual Report, the Company cannot estimate its size and positioning compared to its other competitors and its size in the ad search market. Our main competitors in this market include: Ironsource, Perion, FireArc, Spigot, IAC and AOL.

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. 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.

Competition Management

We focus our competition management on developing advanced technological tools and receive updates from time to time regarding new technologies that can be used to gain an advantage against our competitors. We also maintain high-quality and professional human capital with many years of experience in order to maintain a competitive advantage.

We act continuously to improve the user experience and improve our distribution methods so that we can reach a higher number of users and continue to keep a critical mass of customers that will allow us to continue and promote its products and tools, and all in conformance to the requirements and the existing and future platforms in the market.

Industry Trends and Seasonality

The digital advertising market is generally not materially affected by seasonality. Nevertheless, there is a seasonality trend reflected during the fourth quarter of each fiscal year that is characterized by a higher volume of activity compared to the average, while the first quarter is characterized by a lower volume of activity compared to the average. In general, advertising campaigns are performed throughout the year in high intensity, and therefore the phenomenon of seasonality is not material in this market.

This seasonality stems, among others, from changes in the major advertising budgets, usually towards the end of each quarter, and even more so towards the end of each year. In addition, the last quarter of the year includes many events and dates that lead to an increase in the advertisement budgets and in the volume of online traffic.

Intellectual Property and Other Proprietary Rights

Our commercial success depends, in part, on obtaining and maintaining patent and other intellectual property protection, in the United States and internationally, for the technologies used in our products. We cannot be sure that any of our patents will be commercially useful in protecting our technology. Our commercial success also depends in part on our non-infringement of the patents or proprietary rights of third parties. The patent positions can be highly uncertain and involve complex and evolving legal and factual questions.

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We also protect our proprietary technology and processes, in part, by confidentiality and invention assignment agreements with our employees, consultants, scientific advisors and other contractors. These agreements may be breached, and we may not have adequate remedies for any breach. We also rely on trade secrets to protect our product candidates. However, our trade secrets may otherwise become known or be independently discovered by competitors. To the extent that our employees, consultants, scientific advisors or other contractors use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

Product Development

Gix Media focuses its R&D efforts in the Search Platform on improving existing products and their technologies, and on continuing the development and optimization of the inter-organizational systems used in its activity.

During the years ended December 31, ~~2024~~2025 and December 31, ~~2023~~2024, the total R&D expenses of the Company in the Search Platform, through Gix Media, were $0.81 million and $10.58 million, respectively.

We estimate that during the twelve months following the date of this Annual Report, we will invest a total amount of approximately $04.53 million in R&D expenses in the ~~Search~~Quantum ~~Platform~~business unit, primarily to ~~improve~~enhance ~~our~~technologies ~~existing~~in ~~services~~this ~~and~~unit ~~technologies~~as well as our existing services on ~~this~~the ~~platform~~Search Platform.

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.

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.

Government Regulation

Our ability, and the ability of other marketing technology companies, to collect, augment, analyze, use, process and share data relies upon the ability to uniquely identify devices across websites and applications, and to collect data about user interactions with those devices for purposes such as serving relevant ads and measuring the effectiveness of ads. The processes used to identify devices are governed by U.S. and foreign laws and regulations and are dependent upon their implementation within the industry ecosystem. Such laws, regulations, and industry standards change frequently, including those relating to the level of consumer notice, consent and/or choice required when a company uses data for certain purposes, including advertising, or employs cookies or other electronic tools to collect data about interactions with users online. Legislators and Regulators around the world have adopted or proposed requirements regarding the collection, use, transfer, security, storage, destruction, and other processing of personal data, and regarding the use of analytic tools, tracking technologies and cookies

We may be subject to a number of U.S. federal and state laws and foreign laws and regulations that affect companies conducting business on the internet. The manner in which existing laws and regulations will be applied to the internet in general, and how they will relate to our business in particular remain unclear and subject to change. Accordingly, we cannot be certain how existing laws will be interpreted or how they will evolve in areas such as user privacy, data protection, content, use of “cookies,” access changes, “net neutrality,” pricing, advertising, distribution of “spam,” intellectual property, distribution, protection of minors, consumer protection, taxation and online payment services.

For example, in the United States various federal laws have been passed, imposing obligations regarding the processing of personal data. This trend began with the California Consumer Privacy Act (“CCPA”) which came into force on 1 January 2020. Since then, several US states have passed similar privacy laws regulating the processing of personal data. The most recent data privacy legislation includes the Delaware Personal Data Privacy Act (“DPDPA”), the Iowa Consumer Data Protection Act (“ICDPA”), the Nebraska Consumer Data Privacy Act (“NCDPA”), the New Hampshire Privacy Act (NHPA”) and the New Jersey Data Privacy Act (“NJDPA”), all of which came into effect on January 1, 2025. This laws and others like them create numerous obligations for the businesses and service providers as well as rights for data subjects and individuals. The Digital Millennium Copyright Act (the “DMCA”), which aims to reduce the liability of online service providers in certain situations if their users engage in copyright infringement, and other federal laws, for example Children’s Online Privacy Protection Rule that restrict online service providers’ collection of user data on minors as well as distribution of materials deemed harmful to minors. In many respects, these state laws focus on advertising activities, mandating that businesses that engage in certain advertising uses of consumer personal data to offer and honor an opt-out of such activities, including, in some states, through browser or device-based preference signals. These state privacy laws also provide consumers other rights, such as to access, correct or delete their personal data (subject to certain limitations), opt out of certain processing of their personal data, and impose special rules on the collection of data from minors, as well as transparency and data governance obligations. Additionally, various states have in recent years passed laws containing registration and transparency requirements for data brokers and other requirements. Such a wide range of obligations under privacy and related legislation and regulation could increase our potential liability and adversely affect our business. Furthermore, there are also a number of legislative proposals pending before the U.S. Congress and various state legislative bodies concerning various data protection topics, including, privacy, children data, data brokers, which could affect us. Several federal laws such as the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act, the Children’s Online Privacy Protection Act (“COPPA”) or the Federal Trade Commission (“FTC”) Act could also be applicable to some of our activities.

The interpretation of data protection laws and related laws and regulations, and their application to the internet, is unclear and in a state of flux. There is a risk that these laws may be interpreted and applied in conflicting ways and in a manner that is not consistent with our current data protection or business practices.

These complex laws may be implemented, interpreted, or enforced in a non-uniform or inconsistent way across jurisdictions, and we may not be aware of every development that impacts our business. These laws may also require us to make additional changes to our services in order for us or our customers to comply with such legal requirements. It may also increase our potential liability as a result of higher potential penalties for non-compliance and could reduce our ability to gather personal data used in the context of our services. As a consequence of these new laws, our customers could require us to take on more onerous obligations in our contracts and restrict our ability to store, transfer and process personal data. In some cases, it may impact our ability, or our customers’ ability to, offer our services in certain locations, to deploy our solutions, to reach current and prospective customers, or to derive insights from data globally.

Foreign data protection, privacy and other laws and regulations may affect our business, and such laws can be more restrictive than those in the United States. For example, in Israel, the Protection of Privacy Law, 5741-1981 (and the regulations thereunder, together, the “Israeli Privacy Protection Law”) impose obligations regarding processing, transferring and securing of personal data, such as the requirement to properly notify data subjects, prior to collecting their personal data, regarding the nature and purposes of the collection and use of their personal data and whether the provision of such data is a legal requirement or subject to their free will and consent; the requirement to obtain valid informed consent from data subjects prior to collecting and using their personal data; conditions with respect to transfer of personal data outside Israeli borders; conditions and restrictions regarding the use of any personal data for direct mailing; obligations to meet certain data subject rights (such as access, rectification and deletion right; as well as data security obligations under Privacy Protection Regulations (Data Security) 2017. In addition, in 2023, the Privacy Protection Regulations (Provisions Regarding Information Transferred to Israel from the European Economic Area), 2023 (“EU Regulations”) were enacted and consequently provide, in certain cases, additional rights to data subjects from the EEA and Israel.

Lack of compliance with the Israeli Privacy Protection Law could result in enforcement actions, litigation (including class actions), fines and penalties. Material amendment to the Israeli Privacy Protection Law was approved by the Israeli Parliament in August 2024 and will take effect on August 14, 2025 (“Amendment 13”). Among other things, Amendment 13 expands the Privacy Protection Authority investigation authority and the monetary sanctions that can be imposed for breach of the Israeli Privacy Protection Law, to substantial amounts that may reach in certain cases millions of NIS.

In the European Union, similar data protection rules exist, as well as privacy legislation restricting the use of cookies and similar technologies (for example, the ePrivacy Directive discussed below). According to the General Data Protection Regulation (“GDPR”), of personal data is only allowed on condition that the data subject has given his or her informed consent, or that a different legal basis for such processing or collection exists and justifies the processing of the personal data in question. Moreover, the GDPR, has a wide territorial scope, as well as a broad definition of personal data which may include geolocation data and online identifiers, the collection and processing of which imposes more stringent legal requirements. Further, the GDPR includes stringent operational, legal and administrative requirements for companies that process personal data and contains significant penalties for non-compliance. These laws and regulations generally define personal data to include location data and online identifiers, which are commonly used and collected parameters in digital advertising and, among other things, impose stringent user consent requirements and permit data subjects to request we discontinue using certain data. In addition, some countries are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services. In addition, new European initiatives have been announced by the European legislators and regulators relating to, or that could impact cybersecurity, e-commerce, non-personal data, copyright, artificial intelligence or cookies and tracking technologies. Notable recent initiatives include the Digital Operational Resilience Act (“DORA”) applicable as of 17 January 2025 or the Data Act, whose obligations will mostly be applicable from September 2025 onwards.

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. A replacement for the ePrivacy Directive is currently under discussion by EU member states to complement and bring electronic communication services in line with the GDPR and force a harmonized approach across EU member states. Although it remains under debate, the proposed ePrivacy Regulation may further raise the bar for the use of cookies, and the fines and penalties for breach may be significant and could affect our services, business and revenues. We cannot yet determine the impact such future laws, regulations and standards may have on our business.

In addition, the U.K.’s General Data Protection Regulation (the “UK GDPR”), imposes robust obligations for the collection, control, use, sharing, disclosure and other processing of personal data and contains documentation and accountability requirements for data protection compliance, as well as similar requirements and obligations as those included in the EU GDPR. Both the EU GDPR and the UK GDPR expose us to similar fines and may subject us to increased compliance risk based on differing, and potentially inconsistent or conflicting interpretation and enforcement by regulators and authorities (particularly, if the laws are amended in the future in divergent ways). Failure to comply with these obligations can result in significant fines and other liability under applicable law. In particular, under the GDPR, fines of up to EUR 20 million (or GBP 17.5 million under the UK GDPR) or up to 4% of the annual global revenue of the noncompliant company, whichever is greater, could be imposed for violations of certain of the GDPR’s requirements. The GDPR requirements apply not only to third-party transactions, but also to transfers of data between us and our subsidiaries, including employee data and other forms of company data such as marketing data, CRM data, or candidate data.

Data privacy legislation restricts the cross-border transfer of personal data. Specifically, the GDPR, and the U.K. GDPR, generally prohibit the transfer of personal data from the Europe and U.K., to third countries unless the transfer is to an entity established in a country deemed to provide adequate protection (such as Israel or the U.K.) or the parties to the transfer have implemented specific safeguards to protect the transferred personal data, such as the EU or UK Standard Contractual Clauses (“SCCs”) or a certification under the EU-US Data Privacy Framework (“DPF”). The European Data Protection Board (“EDPB”) released a comment on the supplementary measures that companies may use to ensure an ‘EU level’ of data protection - such as conducting impact assessment for data transfers, which assess the use of SCCs on a case-by-case basis, taking into account the legal regime applicable in the destination country, and in particular applicable surveillance laws and rights of individuals as well as considering additional technical and organizational measures and/or contractual provisions that may be needed to be put in place. On June 4, 2021, the European Commission issued a new set of SCCs under the GDPR for data transfers. These modernized SCCs replace the three sets of SCCs that were adopted under the previous Data Protection Directive 95/46. In addition, on February 2, 2022, the Secretary of State of the U.K. laid before the Parliament the international data transfer agreement (IDTA) and the international data transfer addendum to the European Commission’s standard contractual clauses for international data transfers (Addendum), which came into force on March 21, 2022, following Parliamentary approval. Contracts involving data processing which are based on the old EU SCCs and concluded on or before September 21, 2022, continued to provide appropriate safeguards under the U.K. GDPR until March 21, 2024. In some jurisdictions like the EU, UK and Israel, the law and guidance on data transfers is rapidly developing and recent developments will require us to review and may require us to amend or supplement the legal mechanisms by which we make and/or receive personal data transfers.

On November 1, 2022, the Digital Markets Act, (the “DMA”), entered into force and on November 16, 2022, the Digital Services Act (the “DSA”), followed. For the DSA, most provisions became applicable on February 17, 2024. The DSA and the DMA focus on creating a safer digital space, protecting fundamental rights of all users of digital services, and establishing a level playing field for businesses and consumers with regards to online platforms. As further guidance is issued and interpretation of both the DSA and the DMA evolves, it is difficult to assess the impact of the DSA and DMA on our business or operations, but, to the extent applicable, it may require us to modify our practices and policies and we could incur substantial costs as a result.

Because our services are accessible worldwide, certain foreign jurisdictions may claim that we are required to comply with their laws, including in jurisdictions where we have no local entity, employees or infrastructure.

Furthermore, new laws and regulations (including privacy and AI) pose additional and new risks, including, without limitation, data privacy and security risks. Threats could include potential data leaks, social engineering attacks, and decision-making based on manipulated information. Growing regulatory requirements for information security and data protection add to the challenge (whether related to privacy or data protection or not, such as those related to AI, data, or digital services). Moreover, attackers may leverage AI and exploit vulnerabilities in AI systems.

These laws and regulations result in significant compliance costs and could result in restricting the growth and profitability of the 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. It could negatively impact the use or adoption of our services, reduce overall demand for our services, make it more difficult for us to meet expectations from or commitments to our clients, lead to significant fines, penalties, or liabilities for noncompliance, or impact our reputation, any of which could harm our business.

We may incur substantial fines if we violate any laws or regulations relating to the collection or use of personal data. Our actual or alleged failure to comply with applicable privacy or data protection laws, regulations, and policies, or to protect personal data, could result in enforcement actions and significant penalties against us, which could result in negative publicity and costs, subject us to claims or other remedies, and have a material adverse effect on our business, financial condition, and results of operations. See “Item 1.A Risk Factors - Risks Related to Data Protection Regulation,” for further information.

Quantum Technology - Quantum X Labs

Overview

Quantum X Labs is an Israeli multidisciplinary quantum technology hub and IP-centric lab focused on developing foundational and applied innovations across quantum computing, sensing, navigation, and security. Its mission is to research, develop, and own quantum technology intellectual property that addresses major challenges emerging as the quantum revolution scales into commercial and industrial use. Quantum X Labs combines deep academic research with practical engineering to create deployable quantum solutions.

Quantum X Labs maintains a portfolio of five dedicated operating subsidiaries, each targeting distinct applications in quantum technology — a structure that allows for focused research and development, faster innovation cycles, and clearer path to potential commercialization across markets that range from defense navigation to biomedical computing. Through its multi-subsidiary structure, it simultaneously tackles multiple markets while retaining shared intellectual property and research advantages with an aim to bridge cutting-edge research with real-world impact.

Quantum technology generally comprises three principal areas: quantum computing, quantum communication, and quantum sensing. Quantum computing applies principles of quantum mechanics to perform certain computational tasks more efficiently than classical systems and to address problems that are not practically solvable using conventional computing. Quantum communication focuses on the transmission of information using quantum methods and is designed to enhance the security of data exchange. Quantum sensing involves the use of quantum-based systems to measure physical phenomena, such as electromagnetic fields, gravity, and time, with significantly greater sensitivity than traditional sensors.

Quantum X Labs benefits from strong ties to leading Israeli academic institutions, which support a multidisciplinary approach combining advanced theoretical research with applied engineering. Members of its team and management have academic backgrounds and research affiliations with institutions, such as Tel Aviv University, Hebrew University of Jerusalem, Technion – Israel Institute of Technology, and the Weizmann Institute of Science. These academic connections contribute to its ability to integrate research across mathematics, physics, and computer science, and to translate foundational quantum concepts into practical algorithms, intellectual property, and technology development relevant to next-generation quantum computing platforms.

Strategy

Quantum X Labs’ model of distinct subsidiaries under one umbrella is designed to:

	●	Isolate technical risk: Each quantum domain has unique challenges and development cycles. The portfolio approach mitigates risk by diversifying across applications rather than concentrating in a single technology stack.
	●	Improve potential commercialization velocity: Dedicated operating companies can focus on tailored product roadmaps, partnerships, and market entry strategies, accelerating potential path to market for each line.
	●	Build reusable IP: Core innovations, such as quantum error correction cores, quantum algorithms, and foundational processing toolchains, can be shared across subsidiaries, creating cross-domain synergies.
	●	Enable strategic partnerships: Structuring teams as independent operating entities facilitates collaborations with academic institutions, government labs, and industry partners across different verticals.

Portfolio Companies and Segments

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Quantum Transportation

Focus: quantum error correction and decoding infrastructure for quantum hardware.

Quantum Transportation, a 30%-owned subsidiary of Quantum X Labs, develops tools that help quantum hardware teams accelerate research and choose efficient quantum error correction schemes tailored to their systems. The subsidiary supports labs and smaller companies that lack in-house quantum error correction expertise. Its platform includes simulators and research environments that improve error tolerance and robustness in quantum processors.

●

CliniQuantum

Focus: quantum-enhanced algorithmic platforms for biomedical research and clinical trials.

CliniQuantum, a 46%-owned subsidiary of Quantum X Labs, is developing quantum-accelerated computing methods, including a provisional patent filed for quantum-enhanced Markov Chain Monte Carlo (MCMC) sampling to improve complex probability sampling in clinical research. This technology aims to reveal hidden structures in biological and patient data, enabling faster and more efficient clinical trial modeling, personalization of treatment response, and broader insights across high-dimensional biological datasets

●

Quantum Gyro

Focus: quantum inertial navigation systems and gyroscope technologies.

Quantum Gyro, a 40%-owned subsidiary of Quantum X Labs, focuses on developing chip-scale nuclear magnetic resonance (NMR) gyroscope sensors that detect rotation based on shifts in quantum precession frequencies. These systems aim for ultra-low drift and high stability, crucial for navigation where GPS signals are unavailable or jammed (e.g., subterranean, underwater, or defense environments).

●

QuantumQ Security

Focus: next-generation quantum-based cyber and communication security.

QuantumQ Security, a wholly-owned subsidiary of Quantum Gyro, builds quantum-native security technologies that leverage quantum principles to enhance protections for communications, data systems, and critical infrastructure. The subsidiary operates from a foundation of Quantum X Labs’ error correction IP and broader quantum algorithm knowledge, aiming to strengthen cybersecurity against both classical and future quantum threats.

●

Quantum Atom Accuracy

Focus: high-precision quantum timing and sensing systems.

Quantum Atom Accuracy, a wholly-owned subsidiary of Nuclear Quantum, concentrates on quantum-level measurement and timing technologies — platforms that push beyond classical limits in precision and stability. While details on products are emerging, this unit contributes to timing, synchronization, and high-resolution measurement capabilities that can be applied in communications, sensing systems, and advanced research

●

Nuclear Quantum

Focus: quantum centric supercomputing for advanced nuclear engineering.

Nuclear Quantum, a 40%-owned subsidiary of Quantum X Labs, integrates quantum algorithms into established nuclear engineering workflows to overcome the computational bottlenecks that slow reactor design, licensing, and long term operation. Nuclear Quantum develops quantum ready algorithms and hybrid frameworks that accelerate the core numerical problems inside nuclear simulation and optimization.

Industry Overview and Market Opportunity

According to Markets and Markets, the quantum computing market was valued at $1.3 billion in 2024 and is anticipated to be $ 5.3 billion by 2029, growing at a CAGR of 32.7% from 2024 to 2029. The growth of the quantum computing market is driven by several key factors, most notably the transformative potential of quantum computers to significantly outperform classical systems in specific applications, particularly in computationally intensive tasks such as large-number factorization and accurate simulation of quantum systems. This enhanced capability is driving demand across industries seeking more powerful solutions to complex problems.

According to a June 2025 report by McKinsey & Co. titled The Year of Quantum: From concept to reality in 2025, the three principal areas of quantum technology—quantum computing, quantum communication, and quantum sensing— could together generate up to $97 billion in revenue worldwide by 2035, with quantum computing having the potential to be worth $28 billion to $72 billion, quantum communication having the potential to be worth $11 billion to $15 billion, and quantum sensing having the potential to be worth $7 billion to $10 billion. McKinsey further predicts that by 2040, the total quantum technology market could reach $198 billion.

According to a July 2024 report by Boston Consulting Group titled Quantum Computing On Track to Create Up to $850 Billion of Economic Value By 2040, quantum computing will create $450 billion to $850 billion of economic value globally, sustaining a $90 billion to $170 billion market for hardware and software providers by 2040. Further, despite a 50% drop in overall tech investments, quantum computing attracted $1.2 billion from venture capitalists in 2023, underscoring continued investor confidence in its future. Governments around the world are also making big investments in the technology, envisioning a future in which quantum computing plays a central role in national security and economic growth.

Quantum computing has potential applications across a range of industries are increasingly viewed by governments and industry participants as strategic national assets, comparable in importance to artificial intelligence, semiconductors and space systems. Several governments have made significant long-term public investments to support the development and deployment of quantum technologies, including a £2.5 billion, 10-year National Quantum Strategy announced by the United Kingdom in 2024, the European Union’s €1 billion Quantum Flagship program, and multi-billion-dollar national quantum initiatives in the United States, China, Japan and Canada. These initiatives reflect a broad policy view that leadership in quantum technologies is important for national security, secure communications and strategic technological independence.

In optimization, quantum algorithms may enable more efficient solutions to complex problems, including supply chain management, financial modeling, and manufacturing processes. In simulation, quantum systems can be used to model molecular and material behavior, which may support research in areas such as drug discovery and materials science. In machine learning, quantum-based techniques may enhance data analysis, pattern recognition, and predictive modeling across sectors including finance, healthcare, and autonomous systems.

The quantum computing market is expected to develop over time as a result of continued investment in research and development, collaboration between established technology companies and emerging providers, and ongoing advancements in quantum hardware and software. As the technology matures, quantum computing may enable new computational approaches that are not achievable with classical systems and may support innovation across multiple industries.

Key Application Areas

Quantum technologies are expected to impact multiple industry verticals, although many applications remain at early stages of commercialization.

	●	Cybersecurity. Large-scale quantum computers may in the future be capable of breaking widely used public-key encryption systems. As a result, data intercepted today could potentially be decrypted in the future (“store now, decrypt later”). Governments and enterprises are therefore beginning to transition toward post-quantum cryptography (“PQC”). The U.S. government has established a target of migrating federal systems to PQC by 2035, which is driving near-term demand for quantum-resistant security solutions, independent of the timeline for practical large-scale quantum computers.

	●	Navigation and sensing in contested environments. Quantum sensing and inertial navigation technologies enable positioning, navigation and timing without reliance on GPS and may operate in environments subject to jamming or spoofing. These capabilities are viewed as strategically important for defense, space, maritime and critical infrastructure applications, where system resilience and operational continuity are required.

	●	Chemistry, materials and energy. Classical computers face limitations in accurately simulating complex quantum systems at scale. Quantum computing has the potential to enable faster discovery of new materials and catalysts, improve battery and energy storage design and reduce research and development timelines and costs. These applications are widely considered among the largest long-term commercial opportunities for quantum computing.

	●	Life sciences and pharmaceuticals. Quantum-enhanced computation may improve molecular simulation, accelerate drug discovery and enable more accurate modeling of biological systems. While these applications remain largely experimental, pharmaceutical companies and research institutions are actively exploring pilot use cases.

	●	Manufacturing, transportation and supply chains. Optimization problems in logistics, scheduling and production planning can become computationally intensive for classical systems as scale increases. Quantum-based approaches seek to improve efficiency, reduce operational and energy costs and support real-time decision-making in complex systems.

Despite increasing investment and research activity, many quantum technologies remain at an early stage of technical maturity, and the timing and extent of their commercial adoption remain uncertain.

Intellectual Property

Quantum X Labs’ ability to protect its intellectual property is paramount to our business. Quantum X Labs relies upon a combination of protections afforded to owners of patents, designs, copyrights, trade secrets, and trademarks, along with employee and third-party nondisclosure agreements and other contractual restrictions to establish and protect Quantum X Labs’ intellectual property rights. In addition, industry know-how and unpatented trade secrets in the fields of research, development and engineering are an important aspect of its business by ensuring that its technology and strategic business assets remain confidential. Quantum X Labs pursues patent protection when it develops a patentable invention and the benefits of obtaining a patent outweigh the risks of making the invention public through patent filings.

Quantum’s Quantum X Labs’ proprietary intellectual property portfolio includes an innovative patent in quantum error correction, sub-licensed in collaboration with Ramot, the technology transfer company of Tel Aviv University.

Competition

The quantum technology and computing market is highly competitive and rapidly evolving, with participants ranging from large, well-capitalized multinational technology companies, such as IBM, Google, Microsoft, Amazon, and Intel, to emerging startups and academic spin-offs, such as IonQ, Rigetti Computing, D-Wave, PsiQuantum, and Quantinuum. We compete with organizations developing quantum computing hardware, quantum software platforms, and quantum-enabled services, many of which have substantially greater financial, technical, and personnel resources than we do. Competition is primarily based on technological performance, scalability, reliability, intellectual property, ecosystem partnerships, and the ability to attract and retain specialized talent. We also face competition from classical computing solutions that continue to improve and may address certain use cases targeted by quantum technologies.

Government Regulation

Our operations are subject to a variety of laws and regulations in Israel and in other jurisdictions in which we operate or conduct business, including those relating to export controls, data protection and privacy, cybersecurity, intellectual property, employment, and government funding and procurement. In particular, certain quantum technologies may be subject to Israeli export control and defense regulations, as well as U.S. and other foreign export control regimes, which could restrict our ability to collaborate with international partners, share technical information, or commercialize our products in certain markets. We may also be subject to regulations applicable to cryptographic technologies, cloud-based services, and government-sponsored research and development programs. Compliance with these regulatory frameworks may increase our operating costs, require modifications to our business practices, and limit certain commercial opportunities.

Enterprise AI - Metagramm

Metagramm is a specializes in developing advanced writing assistance tools that leverage artificial intelligence, machine learning, and natural language processing technologies. Their flagship product, Bubbl, is an innovative writing tool designed to provide personalized and customized text tailored to the user’s unique expression. Unlike common AI writing tools that often produce machine-like results, Bubbl offers a more human-like writing experience. It supports various modes, including an interactive re-write floating window mode, interactive inline mode, and a grammar-only mode. Additionally, Bubbl caters to different writing needs with specialized profiles for business, medical, academic, and blogging, each incorporating tailored assistance tools to facilitate the writing process.

Human Capital Management

As of March 1826, ~~2025~~2026, we (either directly through Viewbix, or through ~~either~~ Gix Media, Metagramm or ~~Cortex~~Quantum) employ 21 full-time employees, part-time oremployees and consultants. Of these employees or consultants, 32 are employed or engaged by Gix Media, 2 are employed or engaged by Metagramm and 14 are employed or engaged by ~~Cortex~~Quantum, and 43 primarily perform general administrative, business development and financial consulting tasks for Viewbix, Gix Media, Metagramm or ~~Cortex~~Quantum. None of our employees are members of a union or subject to the terms of a collective bargaining agreement.

3021

We believe that our future success will depend, in part, on our continued ability to attract, hire and retain qualified personnel. In particular, we depend on the skills, experience and performance of our senior management and customer service and research personnel. We compete for qualified personnel with other ad-tech companies.

The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the environmental, health and safety of our employees (EHS). The keys to our EHS success are a workforce that is engaged and a management team who supports and invests in employees’ wellbeing.

We consider our employees to be a key factor to our success and we are focused on attracting and retaining the best employees at all levels of our business. We employ people based on relevant qualifications, demonstrated skills, performance and other job-related factors. We do not tolerate unlawful discrimination related to employment, and strive to ensure that employment decisions related to recruitment, selection, evaluation, compensation, and development, among others, are not influenced by race, color, religion, gender, age, ethnic origin, nationality, sexual orientation, marital status, or disability. We are committed to creating a trusting environment where all ideas are welcomed and employees feel comfortable and empowered to draw on their unique experiences and backgrounds.

We consider our relations with our employees to be good.

Employment Agreements

Our non-executive employees are employed under written employment agreements, based on global monthly salary or on an hourly basis. Some employees receive base salaries and commissions contingent on targets based on the position they fill. The terms of employment generally include senior employees’ insurance or a pension fund, study fund, loss of working capacity insurance, vacation days and recuperation pay. The Company may participate in employees’ car and mobile phone expenses, under the conditions set out in their individual employment agreements, and also reimburses certain business expenses. The employment agreements are generally for an unlimited period of time and each side is entitled to terminate the agreement with advance notice. Our employment agreements also include an undertaking of confidentiality and non-competition by our employees.

The Company’s employees’ employment terms are generally subject to the terms and conditions of the compensation policy of Gix Internet, our parent company.

ITEM 1A. RISK FACTORS

The shares of our ~~Common~~common ~~Stock~~stock are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire amount invested in the ~~Common~~common ~~Stock~~stock. Accordingly, prospective investors should carefully consider, along with other matters referred to herein, the following risk factors in evaluating our business before purchasing any shares of ~~Common~~common ~~Stock~~stock. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this ~~Prospectus~~Annual Report before investing in our ~~Common~~common ~~Stock~~stock.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this ~~prospectus~~ summary. These risks include, among others, the following:

Risks Associated with Our Business and Industry

● Our success depends, in part, upon the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of digital advertising as effective alternatives to traditional offline marketing products and services;. ● Online platform updates, including operating systems, search engines, browsers and social media might affect our ability to generate revenues, temporarily or permanently;. ● Should the providers of internet browsers, advertisement platforms and Search Engines further regulate, constrain or limit our ability to offer digital advertising platforms, or materially change their guidelines, technology or the way they operate, our ability to generate revenue from advertising could be significantly reduced;. ● We depend on supply sources to provide us with advertising inventory in order for us to deliver advertising campaigns in a cost-effective manner;. ● ~~Reliance~~A ~~upon~~significant ~~our~~portion ~~top~~of ~~customers may adversely affect~~ our revenue ~~and~~is ~~operating~~concentrated ~~results;~~with one customer. ● Our Search Platform depends heavily upon revenue generated from the material agreement with our Gix Major Customer, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations;. ● Reliance upon material suppliers may adversely affect our revenue and operating results;. ● We may not be able to generate enough cash flow to meet our debt obligations or fund our other liquidity needs;. ● Our success is dependent on the preferences of consumers, internet users and advertisers;. ~~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.

Risks Related to our Competition

● Large and established internet and technology companies, such as Google and Facebook, play a substantial role in the digital advertising market and may significantly impair our ability to operate in this industry;. ● The digital advertising market is highly competitive. If we cannot compete effectively in this market, our revenues are likely to decline;. ~~and~~ ● Our implementation and use of artificial intelligence technologies may not be successful, which may impair our ability to compete effectively, result in reputational harm and have an adverse effect on our business.

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.

Risks Related to Data Protection Regulation

● We may not be able to protect our systems, technology and infrastructure from cyberattacks;. ● A failure in our technology infrastructure may adversely affect our business and financial condition and disrupt our customers’ businesses;. ● Our business depends on our ability to collect and use data, and any limitation on the collection and use of this data could significantly diminish the value of our platforms and cause us to lose customers and revenue;. ● Regulations, legislation, or self-regulation developments relating to privacy, data collection and protection, e-commerce, and internet advertising, privacy and data collection and protection, and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations, could harm our business and subject us to significant legal liability for non-compliance;. ● We rely on third-party Internet, mobile, and other products and services to deliver our mobile and web applications our customers, and any disruption of, or interference with, our use of those services could adversely affect our business, financial condition, results of operations, and customers; and ● As the regulatory framework for artificial intelligence evolves, including with respect to unintentional bias and discrimination, our business, financial condition, and results of operations may be adversely affected.

Risks Related to Our Investment in Quantum Computing

●	Quantum X Labs is an early-stage company and has a limited operating history, which makes it difficult to forecast its future results of operations.

●	Quantum X Labs may not be able to scale its business quickly enough to meet customer and market demand, which could adversely affect its financial condition and results of operations or cause us to fail to execute on its business strategies.

●	Quantum X Labs’ estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

●	Even if the market in which Quantum X Labs competes achieves the forecasted growth, its business could fail to grow at similar rates, if at all.

●	The quantum computing and networking industry is in its early stages and volatile

●	Quantum X Labs is highly dependent on its key employees who have specialized knowledge, and its ability to attract and retain senior management and other key employees is critical to its success.

●	If Quantum X Labs is unable to obtain and maintain effective intellectual property rights for its products, Quantum X Labs may not be able to compete effectively in its markets.

Risks Related to Our Common Stock

● ~~Shares~~Raising ofadditional ~~Common~~capital ~~Stock~~or ~~issuable upon~~ the ~~conversion~~issuance of ~~warrants~~additional ~~may~~equity ~~substantially~~securities ~~increase~~would ~~the~~cause ~~number~~dilution ofto ~~shares~~our ofexisting ~~Common~~shareholders ~~Stock~~and ~~available~~may ~~for~~affect ~~sale in~~ the ~~public~~rights ~~market~~of ~~and~~existing ~~depress~~shareholders or the market price of our ~~Common~~ordinary ~~Stock;~~shares. ● The availability of a large number of authorized but unissued shares of ~~Common~~common ~~Stock~~stock may, upon their issuance and sale, lead to dilution of existing stockholders or adversely affect the market;. ● ~~Our~~If ~~Common~~we ~~Stock~~fail ~~is subject~~ to ~~the~~maintain ~~“Penny~~compliance ~~Stock”~~with ~~rules of~~ the ~~SEC~~Nasdaq ~~and~~minimum ~~the~~listing ~~trading market in our stock is limited~~requirements, ~~which makes transactions in~~ our common stock ~~cumbersome~~will ~~and~~be ~~may~~subject ~~reduce~~to ~~the~~delisting. ~~value of an investment; ●~~ Our ~~Common~~ability ~~Stock~~to ispublicly ~~quoted~~or onprivately ~~the~~sell ~~OTC~~equity ~~Markets,~~securities ~~Pink Tier~~ and isthe ~~thinly~~liquidity ~~traded,~~of ~~and~~our ascommon astock ~~result~~could ~~the~~be ~~sale~~adversely ofaffected ~~your~~if ~~holding~~our ~~may~~common ~~take~~stock adelisted. ~~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.

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. 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.

Risks Associated with Our Business and Industry

Our success depends, in part, upon the continued demand of digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of digital content as effective alternatives to traditional offline marketing products and services.

We provide digital advertising platforms. Our revenues are derived from the sale of our platforms. If the demand for digital advertising does not continue to grow or customers do not embrace our platforms, this could have a material adverse effect on our business and financial condition.

Our success also depends, in part, on our ability to compete for a share of available advertising/marketing expenditures as more traditional offline and emerging media companies continue to enter the digital advertising market, as well as on the continued growth and acceptance of digital advertising generally. If for any reason digital advertising is not perceived as effective (relative to traditional advertising), web browsers, software programs and/or other applications that limit or prevent advertising from being displayed become commonplace and/or the industry fails to effectively manage click fraud, the market for digital advertising will be negatively impacted. Any lack of growth in the market for digital advertising could adversely affect our business, financial condition and results of operations.

Online platform updates, including operating systems, search engines, browsers and social media might affect our ability to generate revenues, temporarily or permanently.

We comply with certain guidelines promulgated by online platforms for the use of the respective brands and services. Online platforms may unilaterally update their policies and guidelines, which could, in turn, require modifications to, or prohibit and/or render obsolete certain of our advertising solutions, products, services and practices, which could be costly to address or otherwise have an adverse effect on our business, our financial condition and results of operations. Noncompliance with platforms’ guidelines, whether by us or by third parties we work with, if not cured, could result in such online platforms’ suspension of some or all of their services to us, or to the websites of third parties we work with, or the reimbursement of funds paid to us, or the imposition of additional restrictions on our advertising abilities or the termination of certain advertising agreements with our customers.

Should the providers of internet browsers, advertisement platforms and Search Engines further regulate, constrain or limit our ability to offer advertising services, or materially change their guidelines, technology or the way they operate, our ability to generate revenue from advertising could be significantly reduced.

As we provide our services through the internet, we are reliant on our ability to work with the different internet browsers, search engines and advertisement platforms. If Microsoft, Google, Apple, Facebook or other companies that provide internet browsers, advertisement platforms and search engines, effectively further restrict, discourage or otherwise hamper companies, like us, from offering or advertising services, this would continue to cause a material adverse effect on our revenue and our financial results.

Large and established internet and technology companies, such as Google, Facebook and Amazon, play a substantial role in the digital advertising market and may significantly harm our ability to operate in this industry.

Google, Facebook and Amazon are substantial players in the digital advertising market and account for a large portion of the digital advertising budgets, along with other smaller players. Such high concentration causes us to be subject to any unilateral changes they may make with respect to advertising on their respective platforms, which may be more lucrative than alternative methods of advertising or partnerships with other publishers that are not subject to such changes. Furthermore, we could have limited ability to respond to, and adjust for, changes implemented by such players.

These companies, along with other large and established internet and technology companies, may also leverage their power to make changes to their web browsers, operating systems, platforms, networks or other products or services in a way that impacts the entire digital advertising marketplace. Such changes could affect our revenues as it will be required to make technological changes and business adjustments, which might cause the retirement of certain products and services or changes in their profitability.

This, together with other advertisement-blocking technologies incorporated in or compatible with leading internet browsers and operating systems, could impact our advertising business (as well as those of our competitors). These changes could materially impact the way we do business, and if we or our advertisers and third parties we work with are unable to quickly and effectively adjust and provide solutions to those changes, there could be an adverse effect on our revenue and performance.

The use of third-party software solutions for the purpose of blocking ads and / or alerts may cause our business to suffer.

Digital advertising may be blocked by third-party providers. As a result, we may lose both existing and potential new customers and our ability to generate revenue will be negatively impacted.

We depend on supply sources to provide us with advertising inventory in order for us to deliver advertising campaigns in a cost-effective manner.

We rely on a diverse set of publishers including direct publishers, advertising exchange platforms, social networks and other platforms, that aggregate advertising inventory, to provide us with high-quality digital advertising inventory on which we deliver ads, collectively referred to as “supply sources”. The future growth of our advertising business will depend, in part, on our ability to maintain, expand and further develop successful business relationships in order to increase the network of our supply sources.

Our supply sources typically make their advertising inventory available to us on a non-exclusive basis and are not required to provide any minimum amounts of advertising inventory to us or to provide us with a consistent supply of advertising inventory, at any predetermined price or through real time bidding. Supply sources often maintain relationships with various sources of demand that compete with us, and it is easy for supply sources to quickly shift their advertising inventory among these demand sources, or to shift inventory to new demand sources, without notice or accountability. Supply sources may also seek to change the terms at which they offer inventory to us, or they may allocate their advertising inventory to our competitors who offer more favorable economic terms, better solutions and advanced technology. Supply sources may also elect to sell all, or a portion, of their advertising inventory directly to advertisers and agencies, or they may develop their own competitive offerings, which could diminish the demand for our solutions. In addition, significant supply sources within the industry may enter into exclusivity arrangements with our competitors, which could limit our access to a meaningful supply of inventory. As a result of all of these factors, our supply sources may not supply us with sufficient amounts of high-quality digital advertising inventory in order for us to fulfill the demands of our advertising customers.

Because of these factors, we seek to expand and diversify our supply sources; nonetheless, if our supply sources terminate or reduce our access to their advertising inventory, increase the price of inventory or place significant restrictions on the sale of their advertising inventory, or if platforms or exchanges terminate our access to them and we are unsuccessful in establishing or maintaining our relationships with supply sources on commercially reasonable terms, we may not be able to replace this with inventory from other supply sources that satisfy our requirements in a timely and cost-effective manner. If any of these happen, our revenue could decline or our cost of acquiring inventory could increase, which, in turn, could lower our operating margins and materially adversely affect our advertising business.

~~Reliance~~A ~~upon~~significant ~~our~~portion ~~top~~of ~~customers may adversely affect~~ our revenue ~~and~~is ~~operating~~concentrated ~~results~~with one customer.

~~Our~~With ~~top~~respect ~~ten~~to ~~customers~~our ~~represented~~digital advertising business unit, as of December 31, 2025, Gix Media had one major customer, a reputable international search engine (“Gix Major Customer”). Gix Media generated revenues of approximately ~~79%~~$1.2 ~~and~~million 65from the Gix Major Customer, constituting approximately 81% of ~~our~~the ~~consolidated~~total ~~revenue~~revenues ~~for~~of Gix Media during the ~~years~~year ended December 31, ~~2024~~2025. ~~and~~Our ~~2023,~~relationship ~~respectively~~with this onGix aMajor ~~pro~~Customer ~~forma~~originated ~~basis.~~in It2013 upon the signing of an exclusive cooperation agreement, which is ~~likely~~extended ~~that~~from wetime ~~will~~to ~~depend~~time. onIn March a2020, ~~relatively~~an ~~small~~extension ~~number~~of the foregoing agreement was signed, whereby the term of ~~customers~~the agreement was extended until October 26, 2023, was automatically renewed for aan ~~significant~~additional ~~portion~~one ofyear ~~our~~period ~~revenue~~until October 26, 2024, and will continue to be automatically renewed for additional one year periods, unless either party gives notice of non-renewal 90 days in advance. We are highly dependent on the ~~future~~material agreement with the Gix Major Customer. If athis ~~top~~material ~~customer~~agreement ~~fails~~is toterminated ~~pay~~or ussubstantially amended (not on favorable terms), ~~cash~~we would ~~flow~~experience a material decrease in our revenue from ~~operations~~our ~~would~~digital beadvertising ~~impacted~~business unit or the profits it generates and ~~our~~would be ~~operating~~forced ~~results~~to seek alternative customers, at less competitive terms or accelerate the business we have with the current search engines. There are few companies in the market that provide internet search and ~~financial~~search advertising services with whom we can directly engage with ~~condition~~in ~~could~~the besame ~~harmed~~manner which we are engaged with our Gix Major Customer. ~~Additionally~~Such companies are substantially the only participants in western markets, ifand wecompetitors ~~were~~do not offer as much coverage through sponsored links or searches. We may divert our operations and user traffic to ~~lose~~other athird-party ~~material~~partners ~~customer~~which provide search feed to search engines, however we ~~may~~cannot ~~not~~guarantee that we will be ~~able~~successful. If we fail to ~~offer~~quickly ~~our~~locate, ~~services~~negotiate atand ~~similar~~finalize alternative arrangements or otherwise expedite current operations we have with such ~~utilization~~alternative search providers, or ~~pricing~~if ~~levels~~we do, but the alternatives do not provide for terms that are as favorable as those currently provided and ~~such~~utilized, ~~loss~~we ~~could~~would ~~have~~experience ana ~~adverse~~material ~~effect~~reduction onin our ~~business~~revenue ~~until~~and, ~~the~~in ~~services~~turn, ~~are~~our ~~offered~~business, atfinancial ~~similar~~condition ~~utilization~~and results of oroperations ~~pricing~~would ~~levels~~be adversely affected.

Our Search Platform depends heavily upon revenue generated from the material agreement with our Gix Major Customer, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations.

We are highly dependent on the material agreement with our Gix Major Customer. If this material agreement is terminated or substantially amended (not on favorable terms), we would experience a material decrease in our revenue from our Search Platform or the profits it generates and would be forced to seek alternative customers, at less competitive terms or accelerate the business we have with the current Search Engines. There are few companies in the market that provide internet search and search advertising services with whom we can directly engage with in the same manner which we are engaged with our Gix Major Customer. Such companies are substantially the only participants in western markets, and competitors do not offer as much coverage through sponsored links or searches. We may divert our operations and user traffic to other third-party partners which provide search feed to Search Engines, however we cannot guarantee that we will be successful. If we fail to quickly locate, negotiate and finalize alternative arrangements or otherwise expedite current operations we have with such alternative search providers, or if we do, but the alternatives do not provide for terms that are as favorable as those currently provided and utilized, we would experience a material reduction in our revenue and, in turn, our business, financial condition and results of operations would be adversely affected.

Reliance upon material suppliers may adversely affect our revenue and operating results.

We are dependent on certain material suppliers and service providers for some of the services we render. In certain cases, we rely on a single supplier and/or service provider for the services we offer our customers. In most cases we do not have long term contracts with these suppliers, and even in the cases where we do the contracts include significant qualifications that would make it extremely difficult for us to force the supplier or service provider to provide us with their services, should they choose not to do so. We are therefore subject to the risk that these third-parties we work with will not be able or willing to continue to provide us with services that meet our specifications, quality standards and delivery schedules. Factors that could impact these third parties’ willingness and ability to continue to provide us with the required services include disruption at or affecting their facilities, such as work stoppages or natural disasters, adverse weather or other conditions that affect their supply, their financial conditions and / or deterioration in our relationships with these third parties. In addition, we cannot be sure that we will be able to provide the services we need on satisfactory terms. Any increase in costs could reduce our revenues and harm our gross margins. In addition, any loss of a material supplier and/or service provider may permanently cause a change in one or more of our services that may not be accepted by our customers or cause us to eliminate that product altogether.

We may not be able to receive credit facility to fund our operations, on favorable terms, or at all.

We generally finance our operations primarily through a combination of cash flow generated from operations and borrowings under our ~~credit~~ credit facilities, loans, and through credit with our vendors. Our ability to access capital through our existing credit facilities and raise additional capital by expanding our credit facilities on economically favorable terms (including available borrowing line and the rate of interest charged thereunder) or at all, or if we are in violation of our financial covenants in the future and do not receive a waiver, depends on our ability to stay in compliance with the ~~Financing~~financing ~~Agreement~~agreement. The Financing Agreement poses certain limitations, as explained elsewhere in this Annual Report. In addition, and as a result of the decrease in the Company’s revenues, our financial performance has been negatively impacted, which may affect the terms on which we are able to obtain credit facilities and loans.

If adequate capital is not available at the time we need it, we may have to curtail future growth or change our expansion plans, which could have a material adverse effect on us.

If borrowing under our existing credit facilities is reduced, or otherwise becomes unavailable, or we are unable to arrange substitute financing facilities or other sources of capital, our ability to fund our operations would be impaired, which would have a material adverse effect on our results of operations.

We may be unable to pay our obligations when they become due, including under the Financing Agreement.

We have financed our acquisitions principally through the raising of debt, credit facilities, and our operations through credit with ~~our~~ our vendors. Our ability to continue our operations and to pay our obligations, including under the ~~Financing~~financing ~~Agreement~~agreement and credit ~~facilities~~ 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~~. ~~The availability of the credit facilities to Gix Media is subject to us successfully raising additional capital and depositing at least $2,000,000 with Gix Media.~~ If the Company, ~~Cortex~~ and Gix Media cannot maintain compliance with the terms and covenant of the Financing Agreement, or if we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned operations, and/or consider reductions in personnel costs or other operating costs, in addition to the measures currently contemplated pursuant to the Financing Agreement.

Our success is dependent on the preferences of consumers, internet users and advertisers.

Our services rely on the digital devices used by consumers and users. To the extent that users change their consumption habits, or to the extent that traffic does not grow, our activities might decrease and our business operations might be harmed.

A change in advertisers’ preferences could also affect our operations. Advertisers might change their preferences relating to their willingness to work with certain technologies and certain advertising platforms, which might reduce our activities and harm our business operations.

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

Certain recent developments relating to publishers that are categorized by a number of programmatic advertisers as “Made for Advertising” (MFA) sites, including decisions made by leading media programmatic advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA, have negatively impacted Cortex’s business and operations. In connection with the foregoing, a significant customer of Cortex has decided to stop advertising on Cortex’s sites. Additional advertising customers of Cortex may opt to stop advertising on Cortex’s sites, which will impact Cortex’s, and as a result thereof, the Company’s current and future revenue streams and results of operations. The foregoing issues could lead to decreased advertiser interest in Cortex’s sites, potentially resulting in lower bids for ad space, and as a result thereof, lower revenues from Cortex’s business, and decrease in the Company’s results of operation.

A loss of the services of our technology vendors could adversely affect the execution of our business strategy.

Should some of our technology vendors terminate their relationship with us, our ability to continue the development of some of our platforms could be adversely affected, until such time that we find adequate replacement for these vendors, or until such time that we can continue the development on our own.

The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.

The report of our independent registered public accounting firm on our audited consolidated financial statements for the year ended December 31, ~~2024~~2025, contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our audited consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainty regarding our ability to continue as a going concern. This going concern opinion could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise. Further reports on our consolidated financial statements may include an explanatory paragraph with respect to our ability to continue as a going concern. Until we can generate significant recurring cash flow, we expect to satisfy our future cash needs through debt or equity financing. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. If funds are not available, we may be required to delay or reduce the scope of our operations.

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 results.

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. 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. 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.

Google is a substantial player in the digital advertising market along with other players such as Microsoft. In addition, a small number of social network companies, such as Facebook, account for a large portion of digital advertising budgets. The high concentration of power among Google, Facebook and some other large market participants causes us to be subject to any unilateral changes they may make with respect to advertising on their respective platforms, which may be more lucrative than alternative methods of advertising or partnerships with other publishers that are not subject to such changes. Furthermore, we could have limited ability to respond to, and adjust for, changes implemented by large market participants.

These companies, along with other large and established Internet and technology companies, may also leverage their power to make changes to their web browsers, operating systems, platforms, networks or other products or services in a way that impacts the entire digital advertising marketplace. If we fail to comply or adopt to such changes, on the same level as our competitors, it may harm our ability to compete effectively in our market and operate in our market.

The digital advertising market is highly competitive. If we cannot compete effectively in this market, our revenues are likely to decline.

We face intense competition in the marketplace. We operate in a dynamic market that is subject to rapid development and introduction of new technologies, products and solutions, changing branding objectives, evolving customer demands and industry guidelines, all of which affect our ability to remain competitive. There are a large number of companies and advertising technology companies that offer products or services similar to ours and that compete with us for finite advertising budgets. There is also a large number of niche companies that are competitive with us, as they provide a subset of the services that we provide. Some of our existing and potential competitors may be better established, benefit from greater name recognition, may offer solutions and technologies that we do not offer or that are more evolved than ours, and may have significantly more financial, technical, sales and marketing resources than we do. In addition, some competitors, particularly those with a larger and more diversified revenue base and a broader offering, may have greater flexibility than we do to compete aggressively on the basis of price and other contract terms as well as respond to market changes. Additionally, companies that do not currently compete with us in this space may change their services to be competitive if there is a revenue opportunity, and new or stronger competitors may emerge through consolidations or acquisitions. If our platforms are not perceived as competitively differentiated or we fail to develop adequately to meet market evolution, we could lose customers and market share or be compelled to reduce our prices and harm our operational results.

3829

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. ~~For example, we use artificial intelligence technologies to translate articles from English into multiple languages on our Content Platform.~~ As with many technological innovations, there are significant risks and challenges involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of such technologies will always enhance our products or services or be beneficial to our business, including to our efficiency or profitability. In addition, the market for artificial intelligence technologies is rapidly evolving and remains unproven in many industries, including our own. We cannot be sure that the market will continue to grow or that it will grow in ways we anticipate.

We are in varying stages of development of our systems which utilize artificial intelligence, and we may not be successful in our ongoing development of these technologies in the face of novel and evolving technical, reputational and market factors. The development, maintenance and operation of our artificial intelligence technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems, undetected defects or errors. We may encounter technical obstacles, and it is possible that we may discover additional problems that may prevent our technologies from operating properly, which could adversely affect our business, customer relationships and reputation.

We face significant competition from other companies in our industry in relation to the development and deployment of artificial intelligence technologies. Those other companies may develop artificial intelligence technologies that are similar or superior to ours and/or are more cost-effective and/or quicker to develop and deploy. If we cannot develop, offer or deploy new artificial intelligence technologies as effectively, as quickly and/or as cost-efficiently as our competitors, we could experience a material adverse effect on our operating results of operation, customer relationships and growth.

Risks Related to our Intellectual Property

If we cannot enforce and protect our intellectual property rights, our business could be adversely affected.

We rely on patents, copyright, trademark, domain name and trade secret laws in the United States and similar laws in other countries, as well as licenses and other agreements with our employees, and other parties, to establish and maintain our intellectual property rights in the technology, products and services used in our operations. These laws and agreements may not guarantee that our intellectual property rights will be protected and our intellectual property rights could be challenged or invalidated. Amendments to or interpretations of U.S. patent laws or new rulings around U.S. patent laws may adversely impact our ability to protect our new technologies, content, products and services and to defend against claims of patent infringement. In addition, such intellectual property rights may not be sufficient to permit us to take advantage of current industry trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of offerings, decreased traffic and associated revenue or otherwise adversely affect our business.

3930

We may in the future be subject to claims of intellectual property infringement that could adversely affect our business.

Many companies (including patent holding companies) and individuals own patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we develop and offer our platforms through various distribution channels we may experience an increase in the number of intellectual property claims against us. These claims, whether meritorious or not, may result in litigation, may be time-consuming and costly to resolve, and may require expensive changes in our methods of doing business. These intellectual property infringement claims may require us to enter into royalty or licensing agreements on unfavorable terms or to incur substantial monetary liability. Additionally, these claims may result in us being enjoined preliminarily or permanently from further use of certain intellectual property or may require us to cease or significantly alter certain of our operations.

Some of our commercial agreements may require us to indemnify third parties against intellectual property infringement claims, which may require us to use substantial resources to defend against or settle such claims or, potentially, to pay damages. These third parties may also discontinue the use of our platforms, as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact our business. Additionally, we may be exposed to liability or substantially increased costs if a commercial partner does not honor its contractual obligation to indemnify us for intellectual property infringement claims made by third parties or if any amounts received are not adequate to cover our liabilities or the costs associated with defense of such claims. The occurrence of any of these events could adversely affect our business.

Patent terms may be inadequate to protect our competitive position for an adequate amount of time.

Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional or international patent application filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering our products are obtained, once the patent life has expired, we may be open to competition from competitive products, including generics. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

Risks Related to Data Protection Regulation

We may not be able to protect our systems, technology and infrastructure from cyberattacks.

We rely on information technology systems to operate and manage our business and to process, maintain, and safeguard information, including information related to our customers, partners, and personnel. This information is stored and managed within our internal information technology infrastructure or, in certain instances, on platforms maintained by third-party service providers. These systems, whether operated internally or externally, may be subject to attacks by perpetrators of malicious technology-related events, such as the use of botnets, malware or other destructive or disruptive software, distributed denial of service attacks, phishing, attempts to misappropriate user information and other similar malicious activities. The incidence of events of this nature (or any combination thereof) is on the rise worldwide. Since the beginning of the war between Israel and Hamas which began on October 7, 2023, Israeli and Israeli associated companies have become more frequently the target of cyberattacks. As such, the risk of a cyberattack against our platforms may become heightened. While we continuously develop and maintain systems designed to detect and prevent events of this nature from impacting our platforms, we have invested and continue to invest heavily in these efforts. These efforts are costly and require ongoing monitoring and updating as technologies change and efforts to overcome preventative security measures become more sophisticated.

Any event of this nature that we experience could damage our systems, technology and infrastructure, prevent us from providing our services, compromise the integrity of our services, damage our reputation and/or be costly to remedy, as well as subject us to investigations by regulatory authorities, fines and/or litigation that could result in liability to third parties.

4031

A failure in our technology infrastructure may adversely affect our business and financial condition and disrupt our customers’ businesses.

We utilize “Cloud” servers, which are not immune to failures and is not without substantial risk, particularly at a time when businesses of almost every kind are finding themselves subject to an ever-expanding range of privacy, data collection and processing and cybersecurity laws and regulations, document retention requirements, and other standards of accountability. Such failures and risks, if materialized, could affect our activities, including its ad space-purchasing and processing capabilities.

Our business depends on our ability to collect and use data, and any limitation on the collection and use of this data could significantly diminish the value of our platforms and cause us to lose customers and revenue.

Our services receive, collect, store, analyze, process, transfer and use certain data about the identification of devices across websites and applications and user interactions with those devices for various purposes for our Search and Digital Platform, such as serving relevant ads and measuring the effectiveness of ads. Our ability to access and utilize such data is crucial to the success of our business and operations. Such ability to either collect or use data could be restricted by new laws or regulations. We are subject to numerous federal, state, local, and international laws, directives and regulations regarding privacy, data protection, and data security and the collection, storing, sharing, processing, transferring, disclosure requirements and protection of personal data. The scope of these regulations is changing, subject to differing interpretations, and may be inconsistent among jurisdictions or conflict with other legal and regulatory requirements.

For example, we collect, use, maintain and otherwise process certain data about our customers (including, without limitation, customers’ clients or users), partners, candidates and employees, consultants, vendors and service providers, leads and consumers. Our ability to collect, use, maintain or otherwise process personal data has been, and could be further restricted by existing and new laws and regulations relating to privacy and data collection and protection. These laws and regulations generally define personal data to include location data and online identifiers, which are commonly used and collected parameters in digital advertising and, among other things, impose stringent user consent requirements and permit data subjects to request we discontinue using certain data. In addition, some countries are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services.

European supervisory authorities have been very active in terms of enforcing data protection rules, including with respect to cookie-related matters. Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target individuals, may lead to broader restrictions and impairments on our business activities, may negatively impact our efforts to understand users, and, as a result of us being able to process less data, make our automated decisioning process less accurate. For example, we may need to adapt our advertising solution to a “cookie-less” environment and introduce alternative solutions which may not provide the targeting capabilities provided by cookies Recent state privacy laws and regulations issued pursuant to those laws address and expand on requirements for honoring browser-based or similar technical signals for consumers to opt out of the sale and the use of personal data for targeted advertising purposes. If use of the “Global Privacy Control” or similar signals is adopted by many Internet users or if such a standard is imposed by even more states or by federal or foreign legislation or is agreed upon by standard setting groups, we may have to change our business practices, our clients may reduce their use of our platform and related offerings, and our business, financial condition and results of operations could be adversely affected. In addition, we may be required to implement physical, administrative and technological security measures that differ from those we have now, such as different data access controls or encryption technology. Any limitation on our ability to collect and utilize data, including personal data, would make it more difficult for us to be able to optimize ad placement for the benefit of our advertisers and publishers, which could render our solutions less valuable and potentially result in loss of clients and a decline in revenue.

Regulations, legislation, or self-regulation developments relating to privacy, data collection and protection and internet advertising, and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations, could harm our business and subject us to significant legal liability for non-compliance.

The regulatory framework for privacy, data protection and data security worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that actual or alleged obligations may be interpreted and applied in a manner that we do not anticipate or that is inconsistent from one jurisdiction to another and may conflict with other legal obligations or with our practices. Further, any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security or disclosure of data, or their interpretation, or any changes regarding the manner in which the consent of users or other data subjects for the collection, use, retention or disclosure of such data must be obtained, could increase our costs and require us to modify our services and features, possibly in a material manner, which we may be unable to complete, and may limit our ability to store and process user data or develop new services and features.

If we were found in violation of any applicable laws or regulations relating to privacy, data protection or security, our business may be materially and adversely affected and we would likely have to change our business practices and potentially the services and features available. In addition, these laws and regulations could impose significant costs on us and could constrain our ability to use and process data in manners that may be commercially desirable. In addition, if a breach of data security were to occur or to be alleged to have occurred, if any violation of laws and regulations relating to privacy, data protection or data security were to be alleged, or if we had any actual or alleged defect in our safeguards or practices relating to privacy, data protection, or data security, our solutions may be perceived as less desirable and our business, prospects, financial condition and results of operations could be materially and adversely affected, which could be costly and cause reputational harm.

Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection or data security may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, other obligations and policies that are applicable to the businesses of our users may limit the adoption and use of and reduce the overall demand for our services.

Additionally, if third parties we work with violate applicable laws, regulations or contractual obligations, such violations may put our users’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us and otherwise materially and adversely affect our reputation and business. Further, public scrutiny of, or complaints about, technology companies or their data handling or data protection practices, even if unrelated to our business, industry or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.

It is possible that these laws and regulations may be interpreted and applied in a manner that is inconsistent with our data collection, use, preservation and other processing practices or that it may be argued that our practices do not comply with certain countries’ privacy and data collection and protection laws and regulations. Due to rapid changes in technology and the inconsistent interpretations of privacy and data collection and protection laws and regulations, we may be required to materially change the way we conduct business. The challenges imposed by the ongoing need to remain compliant with such laws and regulations, as well the need to implement any changes required based on newly introduced laws and regulations, may slow our growth, and if we are not able to cope with these challenges as effectively as other companies, we will be competitively disadvantaged.

Compliance with such existing and new laws and regulations can be costly and can delay, or impede the development of new services, any and failure or perceived failure to comply with such laws and regulations could result in negative publicity, increase our operating costs, require significant management time and attention and subject us to inquiries or investigations, litigation (including class actions), claims, or other remedies, including penalties, fines, sanctions and criminal and civil liabilities, or demands or orders that we modify or cease existing business practices, each of which could materially affect our operating results and our business. Moreover, concerns about our collection, use, sharing, handling and other processing of data or other privacy related matters, even if unfounded, could harm our reputation and operating results.

We rely on third-party Internet, mobile, and other products and services to deliver our mobile and web applications to users, and any disruption of, or interference with, our use of those services could adversely affect our business, financial condition, results of operations, and customers.

Our services continuing and uninterrupted performance is critical to our success. Our services are dependent on the performance and reliability of internet, mobile, and other infrastructure services that are not under our control. For example, we currently host our services and support our operations using a third-party provider of cloud infrastructure services. While we have engaged reputable vendors to provide these products or services, we do not have control over the operations of the facilities or systems used by our third-party providers. These facilities and systems may be vulnerable to damage or interruption from natural disasters, cybersecurity attacks, human error, terrorist attacks, power outages, pandemics, and similar events or acts of misconduct. In addition, any changes in one of our third-party service provider’s service levels may adversely affect our ability to meet the requirements of our customers.

While we believe we have implemented reasonable backup and disaster recovery plans, we expect that in the future we may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, capacity constraints, or external factors beyond our control. Sustained or repeated system failures would reduce the attractiveness of our platforms and services. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand our platforms and service offerings. Any negative publicity or user dissatisfaction arising from these disruptions could harm our reputation and brand, may adversely affect the usage of our offerings, and could harm our business, financial condition and results of operation.

As the regulatory framework for artificial intelligence evolves, including with respect to unintentional bias and discrimination, our business, financial condition, and results of operations may be adversely affected.

Our business increasingly relies on artificial intelligence technologies. The legislative and regulatory framework for this technology is rapidly evolving, and we may not always be able to anticipate how to respond to these laws or regulations. Many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations governing the use of such technologies. There is also an increase in litigation in a number of jurisdictions, including the United States, relating to the development, security and use of artificial intelligence.

For example, on May 17, 2024, Colorado enacted the Colorado AI Act. The Colorado AI Act creates duties for developers and for those that deploy AI. There is a specific focus on bias and discrimination. The Act will go into effect on February 1, 2026. Federal artificial intelligence legislation has also been introduced in the U.S. Senate. Such additional regulations may impact our ability to develop, use and commercialize artificial intelligence and machine learning technologies in the future. Furthermore, in October 2023, President Biden issued the Executive Order on Safe, Secure and Trustworthy Artificial Intelligence (“The Order”) with the goal of promoting the “safe, secure, and trustworthy development and use of artificial intelligence in the United States.” The Order established certain new standards for the training, testing and cybersecurity of sophisticated artificial intelligence models, and instructed other federal agencies to promulgate additional regulations. Even though The Order was rescinded by President Trump on January 20, 2025, it may still indicate a trend towards federal AI regulation, which could increase our potential liability and adversely affect our business.

The most comprehensive legislation passed in the area of AI in the European Union is the EU Artificial Intelligence Act (the “EU AI Act”), effective from February 2, 2025, with different provisions becoming gradually applicable on different dates. The EU AI Act contains a list of prohibited practices, classifies certain AI systems as high risk, depending on the level of risk they pose, includes transparency obligations for providers and deployers of certain AI systems, and includes obligations and requirements around general-purpose AI models and general-purpose AI systems. For example, fines for noncompliance include fines of the higher of €35,000,000 or up to 7 percent of a company’s total worldwide annual turnover for non-compliance with prohibited AI practices, or the higher of €7,500,000 or up to 1 percent of a company’s total worldwide annual turnover for the supply of incorrect, incomplete, or misleading information to notified bodies and national competent authorities in certain contexts. Noncompliance with the EU AI ACT could also result in other consequences such as loss of business opportunities or reputational damage.

It is possible that the adoption of new laws and regulations in other jurisdictions, or the interpretation of existing laws and regulations, may affect the operation of our platforms and services and the way in which we use artificial intelligence, including with respect to how we train our models, unintentional bias and discrimination. Failure to comply with such laws or regulations could subject us to legal or regulatory liability. Further, the cost of complying with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations.

~~Risks Related to Our Common Stock~~34

~~Shares of Common Stock issuable~~Risks ~~upon~~Related ~~the~~to ~~conversion~~Our ofInvestment ~~warrants may substantially increase the number of shares of Common Stock available for sale~~ in ~~the~~Quantum ~~public market and depress the price of our Common Stock.~~Computing

~~As of December 31, 2024, we had~~Risks ~~outstanding:~~Related ~~(i) Class J Warrants exercisable~~ to ~~purchase~~Quantum ~~32,584~~X ~~shares~~Labs’ ofStatus ~~Common~~as ~~Stock at~~ an ~~exercise~~Early-Stage 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.Company

~~To the extent any of these warrants~~Quantum ~~are~~X ~~exercised~~Labs ~~and~~is ~~any~~an ~~additional~~early-stage ~~warrants~~company ~~are issued~~ and ~~subsequently~~has ~~exercised,~~a ~~there~~limited ~~will~~operating ~~be further dilution to our stockholders. Until the warrants expire~~history, ~~these~~which ~~warrant~~makes ~~holders~~it ~~will~~difficult ~~have an opportunity~~ to ~~profit~~forecast ~~from~~its ~~any~~future ~~increase~~results ~~in the market price~~ of ~~our Common Stock without assuming the risks of ownership~~operations. ~~Holders of options and warrants may exercise these securities at a time when we could obtain~~ ~~additional capital on terms more favorable.~~

~~The~~Quantum X ~~exercise~~Labs ~~price~~was ofincorporated ~~the~~in ~~warrants will~~January ~~dilute~~2025. ~~the~~As ~~voting~~a ~~interest~~result of ~~the~~Quantum ~~owners~~X ofLabs’ ~~presently~~limited ~~outstanding~~operating ~~shares~~history, its ability to accurately forecast its future results of ~~Common~~operations ~~Stock~~is bylimited ~~adding~~and asubject ~~substantial~~to a number of ~~additional~~uncertainties, including its ability to plan for and model its ~~shares~~future growth. Quantum X Labs’ ability to generate revenues will be dependent on its ability to use and leverage a quantum computers with increasing numbers of ~~our~~algorithmic ~~Common~~qubits ~~Stock.~~and Weto ~~have~~connect ~~reserved~~those ~~shares~~quantum computers via quantum networks. The development of ~~Common~~its ~~Stock~~scalable business ~~for~~model ~~issuance~~will ~~upon~~likely require the ~~exercise~~incurrence of ~~the~~a ~~warrants~~substantially ~~and~~higher ~~may~~level ~~increase~~of ~~the~~costs than incurred to date, while its revenues ~~shares~~will ~~reserved~~not ~~for~~substantially ~~these~~increase ~~purposes~~until inmore powerful, scalable computers are produced, which requires a number of technological advancements that may not occur on the ~~future~~currently anticipated timetable or at all.

Quantum X Labs has also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If its assumptions regarding these risks and uncertainties and its future growth are incorrect or change, or if Quantum X Labs does not address these risks successfully, its operating and financial results could differ materially from its expectations, and its business could suffer. Quantum X Labs’ success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years and decade. There is no certainty these research and development milestones will be achieved as quickly as expected, or even at all.

Quantum X Labs may not be able to scale its business quickly enough to meet customer and market demand, which could adversely affect its financial condition and results of operations or cause us to fail to execute on its business strategies.

In order to grow its business, Quantum X Labs will need to continually evolve and scale its business and operations to meet customer and market demand. Quantum computing technology has never been sold at large-scale commercial levels. Evolving and scaling its business and operations places increased demands on its management as well as its financial and operational resources to:

	●	effectively manage organizational change;
	●	design scalable processes;
	●	accelerate and/or refocus research and development activities;
	●	expand manufacturing, supply chain and distribution capacity;
	●	increase sales and marketing efforts;
	●	broaden customer-support and services capabilities;
	●	maintain or increase operational efficiencies;
	●	scale support operations in a cost-effective manner;
	●	implement appropriate operational and financial systems; and
	●	maintain effective financial disclosure controls and procedures.

If Quantum X Labs cannot evolve and scale its business and operations effectively, Quantum X Labs may not be able to execute its business strategies in a cost-effective manner and its business, financial condition and results of operations could be adversely affected.

Quantum X Labs’ estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Market opportunity estimates and growth forecasts, including those Quantum X Labs has generated, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of its market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of companies covered by its market opportunity estimates will purchase its products at all or generate any particular level of revenue for us. In addition, alternatives to quantum computing may present themselves, which could substantially reduce the market for quantum computing services. Any expansion in its market depends on a number of factors, including the cost, performance, and perceived value associated with quantum computing solutions.

The methodology and assumptions used to estimate market opportunities may differ materially from the methodologies and assumptions previously used to estimate the total addressable market. To estimate the size of its market opportunities and its growth rates, Quantum X Labs have relied on market reports by leading research and consulting firms. These estimates of the total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate and are based on data published by third parties that Quantum X Labs have not independently verified. Advances in classical computing may prove more robust for longer than currently anticipated. This could adversely affect the timing of any quantum advantage being achieved, if at all.

Even if the market in which Quantum X Labs competes achieves the forecasted growth, its business could fail to grow at similar rates, if at all.

Quantum X Labs’ success will depend upon its ability to expand, scale its operations, and increase its sales capability. Even if the market in which Quantum X Labs competes meets the size estimates and growth forecasted, its business could fail to grow at similar rates, if at all.

Quantum X Labs’ growth is dependent upon its ability to successfully scale up manufacturing of its products in sufficient quantity and quality, in a timely or cost-effective manner. Quantum X Labs’ growth is also dependent upon its ability to successfully market and sell quantum computing and networking technology. Quantum X Labs does not have experience with the mass distribution and sale of quantum computing and networking technology. Quantum X Labs’ growth and long-term success will depend upon the development of its sales and delivery capabilities.

Unforeseen issues associated with scaling up and constructing quantum computing and networking technology at commercially viable levels, and selling its technology, could negatively impact its business, financial condition and results of operations.

Moreover, because of its unique technology, its customers will require particular support and service functions, some of which are not currently available. If Quantum X Labs experiences delays in adding such support capacity or servicing its customers efficiently, or experience unforeseen issues with the reliability of its technology, it could overburden its servicing and support capabilities. Similarly, increasing the number of its customers, products or services, for example by entering into government contracts and expanding to new geographies, has required and may continue to require us to rapidly increase the availability of these services. Failure to adequately support and service its customers may inhibit its growth and ability to expand computing targets globally. There can be no assurance that its projections on which such targets are based will prove accurate or that the pace of growth or coverage of its customer infrastructure network will meet customer expectations. Failure to grow at rates similar to that of the quantum computing and networking industry may adversely affect its operating results and ability to effectively compete within the industry.

Risks Related to Quantum X Labs’ Business and Industry

If its quantum computing technologies are not compatible with some or all industry-standard software and hardware in the future, its business could be harmed.

Programming for quantum computing requires unique tools, software, hardware, and development environments. Quantum X Labs focused its efforts on creating quantum computing hardware, the system control platform for such hardware and a suite of low-level software programs that optimize execution of quantum algorithms on its hardware. Further up the stack, Quantum X Labs relies on third parties to create and advance software, standards, specifications, applications, hardware and services that enable these systems to integrate into various environments and be utilized towards various customer use cases. Full utilization of its quantum computing solutions may depend on these third-party software, standards, specifications, applications, hardware and services, which may not be compatible with its quantum computing solutions and their development, or may not be available to us or its customers on commercially reasonable terms, or at all, which could harm its business.

If its customers are unable to achieve compatibility between other software and hardware and its hardware, it could impact its relationships with such customers or with customers, generally, if the incompatibility is more widespread. In addition, the mere announcement of an incompatibility problem relating to its products with higher level software tools could cause us to suffer reputational harm and/or lead to a loss of customers. Any adverse impacts from the incompatibility of its quantum computing solutions could adversely affect its business, operating results and financial condition.

If its technology fail to achieve a broad quantum advantage, its business, financial condition and future prospects may be harmed.

Quantum advantage refers to the moment when a quantum computer can compute faster than traditional computers, while quantum supremacy is achieved once quantum computers are powerful enough to complete calculations that traditional supercomputers cannot perform at all. Broad quantum advantage is when quantum advantage is seen in many applications and developers prefer quantum computers to a traditional computer. No current quantum computers, including its quantum hardware, have reached a broad quantum advantage, and they may never reach such advantage. Achieving a broad quantum advantage will be critical to the success of any quantum computing company, including us. However, achieving quantum advantage would not necessarily lead to commercial viability of the technology that accomplished such advantage, nor would it mean that such system could outperform classical computers in tasks other than the one used to determine a quantum advantage.

Quantum computing technology, including broad quantum advantage, may take decades to be realized, if ever. If Quantum X Labs cannot develop quantum computers that have quantum advantage, customers may not continue to purchase its products and services. If other companies’ quantum computers reach a broad quantum advantage prior to the time ours reaches such capabilities, it could lead to a loss of customers. If any of these events occur, it could have a material adverse effect on its business, financial condition or results of operations.

An element of its business is currently dependent upon its relationship with its cloud providers. There are no assurances that Quantum X Labs will be able to commercialize quantum computers from its relationships with cloud providers.

Quantum X Labs currently uses its QECC on public clouds provided by AWS’s Amazon Braket, Microsoft’s Azure Quantum, and the Google Cloud Marketplace. The companies that own these public clouds have internal quantum computing efforts that are competitive to its technology. There is risk that one or more of these public cloud providers could use their respective control of their public clouds to embed innovations or privileged interoperating capabilities in competing products, bundle competing products, provide us with unfavorable pricing, leverage their public cloud customer relationships to exclude us from opportunities, and treat us and its end users differently with respect to terms and conditions or regulatory requirements than they would treat their similarly situated customers. Further, they have the resources to acquire or partner with existing and emerging providers of competing technology and thereby accelerate adoption of those competing technologies. All of the foregoing could make it difficult or impossible for us to provide products and services that compete favorably with those of the public cloud providers.

Any material change in its contractual and other business relationships with its public cloud providers could result in harm to its brand and reputation and reduced use of its systems, which could have a material adverse effect on its business, financial condition and results of operations.

The quantum computing and networking industry is competitive on a global scale and Quantum X Labs may not be successful in competing in this industry or establishing and maintaining confidence in its long-term business prospects among current and future partners and customers.

The markets in which Quantum X Labs operates are rapidly evolving and highly competitive. As these markets continue to mature and new technologies and competitors enter such markets, Quantum X Labs expects competition to intensify. Quantum X Labs’ current competitors include (among others):

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large, well-established tech companies that generally compete in all of its markets, including Amazon, Google, IBM, Intel, and Microsoft;

	●	countries such as the United States, China, Russia, Australia, Canada, the United Kingdom, and certain countries in the European Union;
	●	less-established public and private companies with competing technology, including companies located outside the United States; and
	●	new or emerging entrants seeking to develop competing technologies.

Quantum X Labs competes based on various factors, including technology, price, performance, multi-cloud availability, brand recognition and reputation, customer support and differentiated capabilities, including ease of administration and use, scalability and reliability, data governance and security. Many of its competitors have substantially greater brand recognition, customer relationships, and financial, technical and other resources, including an experienced sales force and sophisticated supply chain management. They may be able to respond more effectively than us to new or changing opportunities, technologies, standards, customer requirements and buying practices or to cross-subsidize their quantum offerings from their other higher margin operations. In addition, many countries are focused on developing quantum solutions either in the private or public sector and may subsidize quantum computers or quantum networks, which may make it difficult for us to compete. Many of these competitors do not face the same challenges Quantum X Labs does in growing its business. In addition, other competitors might be able to compete with us by bundling their other products in a way that does not allow us to offer a competitive solution.

Additionally, Quantum X Labs must be able to achieve its objectives in a timely manner or quantum computing and networking may lose ground to competitors, including competing technologies. Because there are a large number of market participants, including certain sovereign nations, focused on developing quantum computing and networking technology, Quantum X Labs must dedicate significant resources to achieving any technical objectives on the timelines established by its management team. Any failure to achieve objectives in a timely manner could adversely affect its business, operating results and financial condition.

For all of these reasons, competition may negatively impact its ability to maintain and grow consumption of its platform or put downward pressure on its prices and gross margins, any of which could materially harm its reputation, business, results of operations, and financial condition.

The quantum computing and networking industry is in its early stages and volatile, and if it does not develop, if it develops slower than Quantum X Labs expects, if it develops in a manner that does not require use of its quantum computing solutions, if it encounters negative publicity or if its solution does not drive commercial engagement, the growth of its business will be harmed.

The nascent market for quantum computers and networks is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing customer demands and behaviors. If the market for quantum computers and networks in general does not develop as expected, or develops more slowly than expected, its business, prospects, financial condition and operating results could be harmed.

In addition, its growth and future demand for its products is highly dependent upon the adoption of quantum computers and networks and commercially useful quantum algorithms to run on quantum computers by developers and customers, as well as on its ability to demonstrate the value of quantum computing to its customers. Delays in future generations of its quantum computers or technical failures at other quantum computing and networking companies could limit market acceptance of its solution. Negative publicity concerning its solution or the quantum computing and networking industry as a whole could limit market acceptance of its solution. Quantum X Labs believes quantum computing will solve many large-scale problems. However, such problems may never be solvable by quantum computing technology, or may only be solvable by systems that are more technologically mature than Quantum X Labs currently expects. If its clients and partners do not perceive the benefits of its solution, or if its solution does not drive customer engagement, then its market may not develop at all, or it may develop slower than Quantum X Labs expects. If any of these events occur, it could have a material adverse effect on its business, financial condition or results of operations. If progress towards quantum advantage ever slows relative to expectations, it could adversely impact revenues and customer confidence to continue to pay for testing, access and “quantum readiness.” This would adversely affect revenues in the period before quantum advantage.

Quantum X Labs may to face supply chain issues that could delay the introduction of its product and negatively impact its business and operating results.

Quantum X Labs is reliant on third-party suppliers, including sole source suppliers, for components necessary to develop and manufacture its quantum computing and networking solutions. As its business grows, Quantum X Labs must continue to scale and adapt its supply chain or it could have an adverse impact on its business. Any of the following factors (and others) could have an adverse impact on the availability of these components necessary to its business:

	●	its inability to enter into agreements with suppliers on commercially reasonable terms, or at all;
	●	inability of suppliers to mature their operations in line with its growth and to meet its evolving requirements;
	●	a significant increase in the price of one or more components, including due to industry consolidation occurring within one or more component supplier markets or as a result of decreased production capacity at manufacturers;
	●	any reductions or interruption in supply, including disruptions on its global supply chain as a result of the global chip shortage, geopolitical tensions in and around Ukraine, Israel and other areas of the world and any indirect effects thereof;
	●	financial problems of either manufacturers or component suppliers;
	●	intentional sabotage by a malicious actor or actors;
	●	significantly increased raw material costs and other expenses associated with its business;
	●	difficulty obtaining raw materials that meet its quality standards;
	●	significantly increased freight charges, disruptions in shipping or reduced availability of freight transportation;
	●	imposition of, or increase in, tariffs, trade protection measures, or import and export controls by the United States or other countries;
	●	reduced access to raw materials due to suppliers entering into exclusivity arrangements with its competitors;
	●	other factors beyond its control or that Quantum X Labs does not presently anticipate, could also affect its suppliers’ ability to deliver components to us on a timely basis;
	●	a failure to develop its supply chain management capabilities and recruit and retain qualified professionals;
	●	a failure to adequately authorize procurement of inventory by its contract manufacturers; or
	●	a failure to appropriately cancel, reschedule, or adjust its requirements based on its business needs.

If any of the aforementioned factors were to materialize, it could cause us to delay or halt production of its quantum computing and networking solutions and/or entail higher manufacturing costs, any of which could materially adversely affect its business, operating results, and financial condition and could materially damage customer relationships.

If Quantum X Labs cannot successfully execute on its strategy, including in response to changing customer needs and new technologies and other market requirements, or achieve its objectives in a timely manner, its business, financial condition and results of operations could be harmed.

The quantum computing and networking market is characterized by rapid technological change, changing user requirements, uncertain product lifecycles and evolving industry standards. Quantum X Labs believes that the pace of innovation will continue to accelerate as technology changes and different approaches to quantum computing mature on a broad range of factors, including system architecture, error correction, performance and scale, integration with classical computing resources, ease of programming, user experience, markets addressed, types of data processed, and data governance and regulatory compliance. Quantum X Labs’ future success depends on its ability to continue to innovate and increase customer adoption of its quantum computers and networks. If Quantum X Labs is unable to enhance its quantum computing system to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, with better functionality, more conveniently, or more securely than its platform, its business, financial condition and results of operations could be adversely affected.

If Quantum X Labs is unable to maintain its current strategic partnerships or Quantum X Labs is unable to develop future collaborative partnerships, its future growth and development could be negatively impacted.

Quantum X Labs has entered into, and may enter into, strategic partnerships to develop and commercialize its current and future research and development programs with other companies to accomplish one or more of the following:

	●	obtain expertise in relevant markets;
	●	obtain sales and marketing services or support;
	●	obtain equipment and facilities;
	●	develop relationships with potential future customers; and
	●	generate revenue.

Quantum X Labs may not be successful in establishing or maintaining suitable partnerships, and Quantum X Labs may not be able to negotiate collaboration agreements having terms satisfactory to us, or at all. Failure to make or maintain these arrangements or a delay or failure in a collaborative partner’s performance under any such arrangements could harm its business and financial condition.

Quantum X Labs’ business depends on its customers’ abilities to implement useful quantum algorithms and sufficient quantum resources for their business. If they are unable to do so, including due to their algorithmic challenge or other technical or personnel dilemmas, its growth may be negatively impacted.

Quantum X Labs has entered into, and may enter into, contracts, partnerships and other arrangements with customers to develop, test and run quantum algorithms specific to their business. The success of these contracts and partnerships is dependent on its customer’s ability to identify, implement, and realize useful and scalable algorithms for their portfolio at a speed commensurate with the pace of hardware, software, and technological development. These arrangements are also dependent on the availability of time and resources to develop and optimize these algorithms. The development and optimization of these algorithms is reliant on employing sufficient talent familiar with quantum computing and quantum networking, unique skills that require special training and education. If the market fails to train a sufficient number of engineers, researchers and other key quantum personnel, its customers may not find sufficient talent to partner with us to solve these problems. To the extent its customers are unable to effectively develop or utilize resources to advance algorithmic-use cases, its business, operating results and financial condition may be adversely impacted.

Quantum X Labs is highly dependent on its key employees who have specialized knowledge, and its ability to attract and retain senior management and other key employees is critical to its success.

Quantum X Labs’ future success is highly dependent on its ability to attract and retain its certain key employees and other qualified personnel, including its employees who have specialized knowledge and its employees from acquired businesses. Quantum X Labs has experienced in the past, and as Quantum X Labs builds its brand and becomes more well known, there is increased risk that Quantum X Labs may further experience in the future, competitors or other companies hiring its personnel. The loss of the services provided by these individuals could adversely impact the achievement of its business strategy. These individuals could leave its employment at any time, as they are “at will” employees. A loss of one of its key employees, particularly to a competitor, could also place us at a competitive disadvantage. Effective succession planning is important to its long-term success, and failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder its strategic planning and execution.

Quantum X Labs’ future success also depends on its continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. The market for highly skilled workers and leaders in the quantum computing industry is extremely competitive. In particular, hiring qualified personnel specializing in engineering, software development and sales, as well as other technical staff and research and development personnel is critical to its business and the development of its quantum computing and networking systems. Some of these professionals are hard to find and Quantum X Labs may encounter significant competition in its efforts to hire them. Many of the other companies with which Quantum X Labs competes for qualified personnel have greater financial and other resources than Quantum X Labs does. The effective operation of its supply chain, including the acquisition of critical components and materials, the development of its quantum computing and networking technologies, the commercialization of its quantum computing and networking technologies and the effective operation of its managerial and operating systems all depend upon its ability to attract, train and retain qualified personnel in the aforementioned specialties. Additionally, changes in immigration and work permit laws and regulations or the administration or interpretation of such laws or regulations, including changes following the recent U.S. federal elections, could impair its ability to attract and retain highly qualified employees. If Quantum X Labs cannot attract, train and retain qualified personnel, in this competitive environment, Quantum X Labs may experience delays in the development of its quantum computing and networking technologies and be otherwise unable to develop and grow its business as projected, or even at all.

Quantum X Labs’ future growth and success depends in part on its ability to sell effectively to government entities and large enterprises.

Quantum X Labs’ customers and potential customers include domestic and international government agencies and large enterprises. Therefore, its future success will depend on its ability to effectively sell its products to such customers. Sales to these end-customers involve risks that may not be present (or that are present to a lesser extent) with sales to non-governmental agencies or smaller customers. These risks include, but are not limited to, (i) increased purchasing power and leverage held by such customers in negotiating contractual arrangements with us and (ii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential end-customer that elects not to purchase its solutions. Sales to government agencies can be priced as fixed fee development contracts, which involve additional risks. Cost-plus and time-and-materials contracts can adversely affect its results of operations and financial condition if its costs do not qualify as allowable costs under applicable regulations. In addition, government contracts generally include the ability of government agencies to terminate early which, if exercised, would result in a lower contract value and lower than anticipated revenues generated by such arrangement. Additionally, such government contracts may limit its ability to do business with foreign governments or prevent us from selling its products in certain countries.

Government agencies and large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. Quantum X Labs’ contracts with government agencies are typically structured in phases, with each phase subject to satisfaction of certain conditions. As a result, the actual scope of work performed pursuant to any such contracts, in addition to related contract revenue, could be less than total contract value. In addition, product purchases by such organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, these organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers and could lead to lower revenue results than originally anticipated.

Additionally, changes in government spending could have adverse consequences on its financial position, results of operations and business. Quantum X Labs’ anticipated future revenues from the U.S. government result from contracts awarded under various U.S. government programs. Cost cutting, including through consolidation and elimination of duplicative organizations, has become a major initiative for certain departments within the U.S. government. The funding of its programs is subject to the overall U.S. government budget and appropriation decisions and processes, which are driven by numerous factors, including geo-political events and macroeconomic conditions.

Significant reduction in U.S. government spending could have long-term consequences for its size and structure. In addition, changes in government priorities and requirements could impact the funding, or the timing of funding, of its programs, which could negatively impact its results of operations and financial condition.

Risks Related to Quantum X Labs’ Intellectual Property

If Quantum X Labs is unable to obtain and maintain effective intellectual property rights for its products, Quantum X Labs may not be able to compete effectively in its markets.

Quantum X Labs’ ability to protect its intellectual property is paramount to its business. Quantum X Labs relies upon a combination of protections afforded to owners of patents, designs, copyrights, trade secrets, and trademarks, along with employee and third-party nondisclosure agreements and other contractual restrictions to establish and protect Quantum X Labs’ intellectual property rights. In addition, industry know-how and unpatented trade secrets in the fields of research, development and engineering are an important aspect of its business by ensuring that its technology and strategic business assets remain confidential. Quantum X Labs pursues patent protection when it develops a patentable invention and the benefits of obtaining a patent outweigh the risks of making the invention public through patent filings.

Quantum X Labs cannot offer any assurances about which, if any, patent applications will issue, the breadth of any such patent or whether any issued patents will be found invalid and unenforceable or will be threatened by third parties. Any successful opposition to these patents or any other patents owned by or licensed to us after patent issuance could deprive us of rights necessary for the successful commercialization of any new products that Quantum X Labs may develop.

Even if patents do successfully issue, and even if such patents cover its products, third parties may challenge their validity, enforceability, or scope, which may result in such patents being narrowed, found unenforceable or invalidated. Furthermore, even if they are unchallenged, its patent applications and any future patents may not adequately protect its intellectual property, provide exclusivity for its new products, or prevent others from designing around its claims. Any of these outcomes could impair its ability to prevent competition from third parties, which may have an adverse impact on its business.

If Quantum X Labs cannot obtain and maintain effective patent rights for its products, Quantum X Labs may not be able to compete effectively, and its business and results of operations would be harmed.

Intellectual property rights of third parties could adversely affect its ability to commercialize its products, and Quantum X Labs might be required to litigate or obtain licenses from third parties in order to develop or market its product candidates. Such litigation or licenses could be costly or not available on commercially reasonable terms.

It is inherently difficult to conclusively assess its freedom to operate without infringing on third party rights. Quantum X Labs’ competitive position may be adversely affected if existing patents or patents resulting from patent applications issued to third parties or other third-party intellectual property rights are held to cover its products or elements thereof, or its manufacturing or uses relevant to its development plans. In such cases, Quantum X Labs may not be in a position to develop or commercialize products or its product candidates unless Quantum X Labs successfully pursues litigation to nullify or invalidate the third-party intellectual property right concerned or enter into a license agreement with the intellectual property right holder, if available on commercially reasonable terms. There may also be pending patent applications that if they result in issued patents, could be alleged to be infringed by its new products. If such an infringement claim should be brought and be successful, Quantum X Labs may be required to pay substantial damages, be forced to abandon its new products or seek a license from any patent holders. No assurances can be given that a license will be available on commercially reasonable terms, if at all.

It is also possible that Quantum X Labs has failed to identify relevant third-party patents or applications. For example, U.S. patent applications filed before November 29, 2000 and certain U.S. patent applications filed after that date that will not be filed outside the United States remain confidential until patents issue. Patent applications in the United States and in most of the other countries are published approximately 18 months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date. Therefore, patent applications covering its new products or platform technology could have been filed by others without its knowledge. Additionally, pending patent applications which have been published can, subject to certain limitations, be later amended in a manner that could cover its platform technologies, its new products or the use of its new products. Third party intellectual property right holders may also actively bring infringement claims against us. Quantum X Labs cannot guarantee that Quantum X Labs will be able to successfully settle or otherwise resolve such infringement claims. If Quantum X Labs is unable to successfully settle future claims on terms acceptable to us, Quantum X Labs may be required to engage in or continue costly, unpredictable and time-consuming litigation and may be prevented from or experience substantial delays in pursuing the development of and/or marketing its new products. If Quantum X Labs fails in any such dispute, in addition to being forced to pay damages, Quantum X Labs may be temporarily or permanently prohibited from commercializing its new products that are held to be infringing. Quantum X Labs might, if possible, also be forced to redesign its new products so that Quantum X Labs no longer infringes the third party’s intellectual property rights. Any of these events, even if Quantum X Labs were ultimately to prevail, could require us to divert substantial financial and management resources that Quantum X Labs would otherwise be able to devote to its business.

Patent policy and rule changes could increase the uncertainties and costs surrounding the prosecution of its patent applications and the enforcement or defense of any issued patents.

Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of any patents that may issue from its patent applications or narrow the scope of its patent protection. The laws of foreign countries may not protect its rights to the same extent as the laws of the United States. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Quantum X Labs therefore cannot be certain that it was the first to file the invention claimed in its owned and licensed patent or pending applications, or that Quantum X Labs or its licensor were the first to file for patent protection of such inventions. Assuming all other requirements for patentability are met, in the United States prior to March 15, 2013, the first to make the claimed invention without undue delay in filing is entitled to the patent, while outside the United States, the first to file a patent application is entitled to the patent. Since March 15, 2013, the United States has moved to a first to file system. Changes to the way patent applications will be prosecuted could increase the uncertainties and costs surrounding the prosecution of its patent applications and the enforcement or defense of any issued patents, all of which could have a material adverse effect on its business and financial condition.

Quantum X Labs may be involved in lawsuits to protect or enforce its intellectual property, which could be expensive, time consuming, and unsuccessful.

Competitors may infringe its intellectual property. If Quantum X Labs were to initiate legal proceedings against a third party to enforce a patent covering one of its new products, the defendant could counterclaim that the patent covering its product candidate is invalid and/or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the United States Patent and Trademark Office, or USPTO, or made a misleading statement, during prosecution. The validity of U.S. patents may also be challenged in post-grant proceedings before the USPTO. The outcome following legal assertions of invalidity and unenforceability is unpredictable.

Derivation proceedings initiated by third parties or brought by us may be necessary to determine the priority of inventions and/or their scope with respect to its patent or patent applications or those of its licensors. An unfavorable outcome could require us to cease using the related technology or to attempt to license rights to it from the prevailing party. Quantum X Labs’ business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms. Quantum X Labs’ defense of litigation or interference proceedings may fail and, even if successful, may result in substantial costs and distract its management and other employees. In addition, the uncertainties associated with litigation could have a material adverse effect on its ability to raise the funds necessary to continue its research programs, license necessary technology from third parties, or enter into development partnerships that would help us bring its new products to market.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of its confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of its ordinary shares.

Quantum X Labs may be subject to claims challenging the inventorship of its intellectual property.

Quantum X Labs may be subject to claims that former employees, collaborators or other third parties have an interest in, or right to compensation, with respect to its current patent and patent applications, future patents or other intellectual property as an inventor or co-inventor. For example, Quantum X Labs may have inventorship disputes arise from conflicting obligations of consultants or others who are involved in developing its products. Litigation may be necessary to defend against these and other claims challenging inventorship or claiming the right to compensation. If Quantum X Labs fails in defending any such claims, in addition to paying monetary damages, Quantum X Labs may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on its business. Even if Quantum X Labs is successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Quantum X Labs may not be able to protect its intellectual property rights throughout the world.

Filing, prosecuting, and defending patents on products, as well as monitoring their infringement in all countries throughout the world would be prohibitively expensive, and its intellectual property rights in some countries can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States.

A substantial part of its potential commercial success will depend on its ability to maintain, establish and protect its intellectual property assets, maintain trade secret protection, register copyrights and trademarks, and operate without infringing the proprietary rights of third parties. Quantum X Labs cannot assure investors that any of its currently pending or future patent applications will result in issued patents and Quantum X Labs cannot predict how long it will take for such patent applications to issue as patents. There is a further risk that the claims of each patent application, as filed, may change in scope during examination by the patent offices. Further, if and where a patent is granted, there can be no guarantee that such patent will be valid or enforceable or that the patent will be granted in other jurisdictions.

Competitors may use its technologies in jurisdictions where Quantum X Labs has not obtained patent protection to develop their own products and may also export otherwise infringing products to territories where Quantum X Labs has patent protection, but enforcement is not as strong as that in the United States. These products may compete with its products. Future patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, which could make it difficult for us to stop the marketing of competing products in violation of its proprietary rights generally. Proceedings to enforce its patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert its efforts and attention from other aspects of its business, could put its future patents at risk of being invalidated or interpreted narrowly and its patent applications at risk of not issuing and could provoke third parties to assert claims against us. Quantum X Labs may not prevail in any lawsuits that Quantum X Labs initiates, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, its efforts to monitor and enforce its intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from intellectual property that Quantum X Labs develops or licenses.

Quantum X Labs may become subject to claims for remuneration or royalties for assigned service invention rights by its employees, which could result in litigation and adversely affect its business.

A significant portion of Quantum X Labs’ intellectual property has been developed by its employees in the course of their employment for us. Under the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee during the scope of his or her employment with a company are regarded as “service inventions,” which belong to the employer, absent an agreement between the employee and employer providing otherwise. The Patents Law also provides that if there is no agreement between an employer and an employee determining whether the employee is entitled to receive consideration for service inventions and on what terms, this will be determined by the Israeli Compensation and Royalties Committee, or the Committee, a body constituted under the Patents Law. Case law clarifies that the right to receive consideration for “service inventions” can be waived by the employee and that in certain circumstances, such waiver does not necessarily have to be explicit. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating this remuneration, but rather uses the criteria specified in the Patents Law. Although Quantum X Labs generally enters into agreements with its employees pursuant to which such individuals assign to us all rights to any inventions created during and as a result of their employment with us, Quantum X Labs may face claims demanding remuneration in consideration for assigned inventions. As a consequence of such claims, it could be required to pay additional remuneration or royalties to its current and/or former employees, or be forced to litigate such monetary claims (which will not affect its proprietary rights), which could negatively affect its business.

~~The shares of our Common Stock,~~Risks ~~which~~Related ~~are issuable upon the exercise of any outstanding warrants may be sold in the public market pursuant~~ to ~~Rule~~Our ~~144, if applicable. The sale of our~~ Common Stock ~~issued or issuable upon the exercise of the warrants and options described above, or the perception that such sales could occur, may adversely affect the market price of our Common Stock.~~

Raising additional capital or the issuance of additional equity securities would cause dilution to our existing stockholders and may affect the rights of existing stockholder or the market price of our common stock.

We may seek additional capital through a combination of private and public equity offerings, debt financings and collaborations and strategic arrangements. To the extent that we raise additional capital through the issuance of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a holder of our common stock.

In addition, our authorized share capital consists 500,000,000 shares of capital stock, including 490,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of March 26, 2026, we had 13,336,392 shares of common stock issued and no shares of preferred stock issued and outstanding. As of March 26, 2026, we also had (i) warrants to purchase 11,695,211 shares of common stock outstanding; (ii) 862,004 shares of common stock issuable upon the conversion of outstanding convertible debt; and (iii) 862,004 shares of common stock issuable upon the exercise of warrants that are issuable upon the conversion of the outstanding convertible debt. In addition, we may issue up to an additional 12,702,847 shares of common stock (or pre-funded warrants in lieu thereof) upon the achievement of certain milestones in connection with our acquisition of Quantum. Our board of directors may issue, or reserve for issuance, up to 2,713,613 shares of common stock that are reserved and available for future awards under the Viewbix Inc. 2023 Stock Incentive Plan, which might dilute your holdings substantially.

To the extent that shares of common stock or preferred stock are issued or options and warrants are exercised, holders of our ordinary shares will experience dilution. In addition, in the event of any future issuances of equity securities or securities convertible into or exchangeable for ordinary shares, holders of our ordinary shares may experience dilution. We also consider from time to time various strategic alternatives that could involve issuances of additional ordinary shares, including but not limited to acquisitions and business combinations, but do not currently have any definitive plan to enter into any such transaction.

To the extent any of these warrants are exercised and any additional warrants are issued and subsequently exercised, there will be further dilution to our stockholders. Until the warrants expire, these warrant holders will have an opportunity to profit from any increase in the market price of our common stock without assuming the risks of ownership. Holders of options and warrants may exercise these securities at a time when we could obtain additional capital on terms more favorable.

The exercise price of the warrants will dilute the voting interest of the owners of presently outstanding shares of common stock by adding a substantial number of additional shares of our common stock. We have reserved shares of common stock for issuance upon the exercise of the warrants and may increase the shares reserved for these purposes in the future.

The shares of our common stock, which are issuable upon the exercise of any outstanding warrants may be sold in the public market pursuant to Rule 144, if applicable. The sale of our common stock issued or issuable upon the exercise of the warrants and options described above, or the perception that such sales could occur, may adversely affect the market price of our common stock.

A more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.

Although our common stock is listed on the Nasdaq Capital Market and has been traded on the Nasdaq Capital Market since June 5, 2025, there has been relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or may not be sustained. Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of common stock at the time it wishes to sell them or at a price that it considers acceptable. If a more active, liquid public trading market does not develop, we may be limited in our ability to raise capital by selling shares of common stock and our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is a thin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a large float, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile and it would be harder for you to liquidate any investment in our common stock. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including:

	●	our quarterly or annual operating results;

	●	changes in our earnings estimates;

	●	investment recommendations by securities analysts following our business or our industry;

	●	additions or departures of key personnel;

	●	changes in the business, earnings estimates or market perceptions of our competitors;

	●	our failure to achieve operating results consistent with securities analysts’ projections;

	●	changes in industry, general market or economic conditions;

	●	announcements of legislative or regulatory changes; and

	●	natural disasters and political and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of a pandemic, or other widespread health emergencies (or concerns over the possibility of such an emergency), boycotts, adoption or expansion of government trade restrictions, and other business restrictions.

The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate based upon factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

We have offered and sold our ~~Common Stock~~common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Act”) as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We have not received a legal opinion to the effect that any of our prior offerings were exempt from registration under any federal or state law. Instead, we have relied upon the operative facts as the basis for such exemptions, including information provided by investors themselves.

If any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

~~The availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance, lead to dilution of existing stockholders.~~46

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. Additional shares of Common Stock may be issued by our Board of Directors without further stockholder approval. The issuance of large numbers of shares, possibly at below market prices, is likely to result in substantial dilution to the interests of other stockholders. 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 Board of Directors is authorized to provide for the issuance of these unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. Accordingly, the Board of Directors may issue preferred stock which may convert into large numbers of shares of common stock and consequently lead to further dilution of other stockholders.

We have never paid cash dividends and do not anticipate doing so in the foreseeable future.

We have never declared or paid cash dividends on our Common Shares. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Payments of any cash dividends in the future will depend on our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by our Board of Directors.

~~Our~~We incur ~~Common~~significant ~~Stock~~increased iscosts ~~subject to~~as ~~the~~a ~~“Penny~~result ~~Stock” rules~~ of ~~the~~operating ~~SEC~~as ~~and~~a ~~the~~public ~~trading~~company, ~~market~~and in our ~~stock~~management is ~~limited,~~required ~~which~~to ~~makes~~devote ~~transactions in our stock~~substantial ~~cumbersome~~time ~~and~~to ~~may~~new ~~reduce~~compliance ~~the value of an investment~~initiatives.

~~The~~We incur ~~SEC~~significant ~~has~~legal, ~~adopted~~accounting ~~Rule~~and ~~15g-9 which~~other ~~establishes~~expenses ~~the~~as ~~definition~~a ofpublic acompany. ~~“penny~~In ~~stock~~addition,” ~~for~~ the ~~purposes~~Sarbanes-Oxley ~~relevant~~Act tohas ~~us,~~imposed asvarious ~~any~~requirements on ~~equity~~public ~~security~~companies ~~that~~including ~~has~~requiring aestablishment ~~market price~~and maintenance of ~~less~~effective ~~than~~disclosure $5and financial controls.00 ~~per~~Our ~~share~~management and orother ~~with~~personnel anneed ~~exercise~~to ~~price~~devote a substantial amount of ~~less~~time ~~than~~to ~~$5.00~~these ~~per~~compliance ~~share~~initiatives. Moreover, ~~subject~~these rules and regulations have increased and will continue to ~~certain~~increase ~~exceptions~~our legal and financial compliance costs and will make some activities more time-consuming and costly. For ~~any~~example, ~~transaction~~we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ ~~involving~~and aofficers’ ~~penny~~liability ~~stock~~insurance, ~~unless~~which ~~exempt,~~could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the ~~rules~~amount ~~require:~~of additional costs we will incur as a public company or the timing of such costs.

45The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. In addition, we will be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting the later of our second Annual Report on Form 10-K or the first Annual Report on Form 10-K following the date on which we are no longer an emerging growth company or a smaller reporting company. Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the value of our securities could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

●Our ability ~~That~~to asuccessfully ~~broker~~implement our business plan and comply with Section 404 requires us to be able to prepare timely and accurate financial statements. We expect that we will need to continue to improve existing, and implement new operational and financial systems, procedures and controls to manage our business effectively. Any delay in the implementation of, or ~~dealer~~disruption ~~approve~~in athe ~~person’s~~transition ~~account~~to, ~~for~~new or ~~transactions~~enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an unqualified report on internal controls from our auditors as required under Section 404 of the Sarbanes-Oxley Act. This, in ~~penny~~turn, ~~stocks;~~could have an adverse impact on value of our securities, and could adversely affect our ability to access the capital markets.

●We are ~~The~~a ~~broker~~smaller orreporting ~~dealer~~company ~~receives~~and, ~~from~~as ~~the investor~~ a ~~written~~result ~~agreement~~of to the ~~transaction,~~reduced ~~setting~~disclosure ~~forth~~and ~~the~~governance ~~identity~~requirements ~~and~~applicable ~~quantity~~to ofsuch ~~the~~companies, our ~~penny~~common stock tomay be ~~purchased~~less attractive to investors.

InWe are ~~order~~a smaller reporting company, (i.e. a company with “public float” held by non-affiliates with a market value of less than $250 million) and we are eligible to ~~approve~~take advantage of certain exemptions from various reporting requirements applicable to other public companies. We have elected to adopt these reduced disclosure requirements. We cannot predict if investors will find our common stock less attractive as a ~~person’s~~result of our taking advantage of these exemptions. If some investors find our common stock less attractive as a ~~account~~result of our choices, there may be a less active trading market for ~~transactions~~our incommon ~~penny~~stock ~~stocks,~~and ~~the~~our ~~broker~~stock orprice ~~dealer~~may ~~must:~~be more volatile.

● Obtain financial information and investment experience objectives of the person; and

● Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

● Sets forth the basis on which the broker or dealer made the suitability determination; and

● That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our Common Stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

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.

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. Although on September 13, 2024, we submitted an application to uplist to the Nasdaq, the timing of the Nasdaq uplisting process will depend on a variety of factors, including, but not limited to, overall market conditions. No assurance can be given that our application will be approved or that a trading market will develop. 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. This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.

In the absence of an active trading market, investors may have difficulty buying and selling or obtaining market quotations, market visibility for shares of our Common Stock may be limited, and a lack of visibility for shares of our Common Stock may have a depressive effect on the market price for shares of our Common Stock. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares.

We cannot give you any assurance that a broader or more active public trading market for our Common Stock will develop or be sustained, or that current trading levels will be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares. 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.

The market for penny stocks has experienced numerous frauds and abuses, which could adversely impact investors in our stock.

The OTC Markets, Pink Tier securities are frequent targets of fraud or market manipulation, both because of their generally low prices and because the OTC Markets, Pink Tier reporting requirements are less stringent than those of a national securities stock exchanges such as the Nasdaq Stock Market LLC (the “Nasdaq”).

Patterns of fraud and abuse include:

● Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

● Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

● “Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

● Excessive and undisclosed bid-ask differentials and mark-ups by selling broker-dealers; and

● Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Shares of Common Stock eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements. Any substantial sales of our common stock pursuant to Rule 144 may have a material adverse effect on the market price of our Common Stock.

Our share price has fluctuated significantly and could continue to fluctuate significantly.

The market price for our Common Stock, as well as the prices of shares of other technology and ad-tech companies, has been volatile. The following factors may cause significant fluctuations in the market price of our Common Stock:

● negative fluctuations in our quarterly revenue and earnings or those of our competitors;

● pending sales into the market due to the sale of large blocks of shares, due to, among other reasons, the expiration of any tax-related or contractual lock-ups with respect to significant amounts of our shares of Common Stock;

● changes in our senior management;

● changes in regulations or in policies of Search Engines or other industry conditions;

●Shares of ~~mergers~~common ~~and~~stock ~~acquisitions~~eligible byfor usfuture orsale ~~our~~may ~~competitors;~~adversely affect the market.

●From time ~~technological~~to ~~innovations;~~time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements. Any substantial sales of our common stock pursuant to Rule 144 may have a material adverse effect on the market price of our common stock.

●If we fail to maintain compliance with the ~~introduction~~Nasdaq ofminimum ~~new~~listing ~~products;~~requirements, our common stock will be subject to delisting. Our ability to publicly or privately sell equity securities and the liquidity of our common stock could be adversely affected if our common stock delisted.

● Our common stock is listed on the ~~conditions~~Nasdaq Capital Market. To maintain our listing, we are required to satisfy certain continued listing requirements, including, among other things, minimum bid price, minimum market value of ~~the~~publicly ~~securities~~held ~~markets~~shares, ~~political~~minimum stockholders’ equity (or other financial metrics), ~~economic~~corporate governance requirements, and ~~other~~timely ~~developments~~filing ~~worldwide~~of periodic reports with the SEC.

~~In addition,~~There ~~share~~can ~~prices~~be ofno ~~many~~assurance ~~technology~~that ~~companies~~we inwill ~~general~~be ~~and~~able ~~ad-tech~~to ~~companies~~comply with Nasdaq’s continued listing standards in ~~particular~~the ~~fluctuate~~future. ~~significantly~~If ~~for~~we ~~reasons~~fail ~~that~~to satisfy any of Nasdaq’s continued listing requirements, we may receive a deficiency notice from Nasdaq and, depending on the nature of the deficiency, may be ~~unrelated~~afforded ora ~~disproportionate~~limited period of time to ~~operating~~regain ~~results~~compliance. ~~The~~However, ~~factors~~certain ~~discussed~~deficiencies ~~above~~ may ~~depress~~not be subject to a cure period or ~~cause~~may ~~volatility~~result toin ~~our~~immediate ~~share~~delisting. ~~price~~If we do not regain compliance within any applicable cure period, or if Nasdaq determines ~~regardless~~that ofwe ~~our~~are ~~actual~~not ~~operating~~eligible ~~results~~for a compliance period, Nasdaq may determine to delist our common stock.

WeOn January ~~are~~26, ~~required~~2026, toNasdaq ~~comply with~~filed ~~certain~~a ~~provisions~~rule ofproposal ~~Section~~with ~~404~~the ofSEC that would permit the ~~Sarbanes-Oxley~~immediate ~~Act~~suspension and delisting of ~~2002~~a ~~and~~company listed on the Nasdaq Capital Market if weits ~~fail~~market tovalue ~~comply~~of inlisted asecurities ~~timely~~remains ~~manner,~~below ~~our~~$5 million for 30 consecutive business ~~could~~days. As of bethe ~~harmed~~date ~~and~~of this Annual Report, our ~~stock~~market ~~price~~value ~~could~~of ~~decline~~listed securities is above $5 million.

~~Rules~~If we ~~adopted~~do bynot meet Nasdaq’s continued listing requirements, our common stock could be delisted. A delisting of our common stock from Nasdaq could materially reduce the ~~SEC~~liquidity ~~pursuant~~of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to ~~Section~~raise ~~404~~capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities and strategic alternatives. There can be no assurance that our common stock, if delisted from the ~~Sarbanes~~Nasdaq Capital Market in the future, would be listed on a national securities exchange, a national quotation service, the Over-~~Oxley~~The-Counter ~~Act~~Markets ofor ~~2002~~the ~~require~~pink ansheets. ~~annual~~Delisting from ~~assessment~~the Nasdaq Capital Market, or even the issuance of ~~internal~~a ~~controls~~notice ~~over~~of ~~financial~~potential ~~reporting~~delisting, ~~and~~would ~~for~~also ~~certain~~result in negative publicity, make ~~issuers~~it anmore ~~attestation~~difficult offor ~~this~~us ~~assessment~~to byraise additional capital, adversely affect the ~~issuer~~market liquidity of our common stock, reduce security analysts’s coverage ~~independent~~of ~~registered~~us ~~public~~and ~~accounting~~diminish ~~firm~~investor, supplier and employee confidence. ~~The~~Additionally, ~~standards~~the ~~that~~threat ~~must~~of delisting or the delisting of our becommon ~~met~~stock ~~for~~from ~~management~~the toNasdaq ~~assess~~Capital Market could reduce the ~~internal~~number ~~controls~~of ~~over~~investors ~~financial~~willing ~~reporting~~to ashold ~~effective~~or ~~are~~acquire ~~complex~~our shares of common stock, thereby further restricting our ability to obtain equity financing, and ~~require~~it ~~significant~~could ~~documentation~~reduce our ability to retain, attract and motivate our ~~testing~~directors, officers and ~~possible~~employees. ~~remediation~~In addition, as a consequence of any such delisting, our stock price could be negatively affected and our stockholders would likely find it more difficult to ~~meet~~sell, or to obtain accurate quotations as to the ~~detailed~~prices ~~standards~~of, our common stock. Accordingly, any failure to maintain compliance with Nasdaq’s continued listing requirements could have a material adverse effect on our business, financial condition, results of operations and the value of our common stock.

We expect to incur expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or how much will it costs to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. 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.

Our share price has fluctuated significantly and could continue to fluctuate significantly.

The market price for our common stock, as well as the prices of shares of other technology and ad-tech companies, has been volatile. The following factors may cause significant fluctuations in the market price of our common stock:

	●	negative fluctuations in our quarterly revenue and earnings or those of our competitors;

	●	pending sales into the market due to the sale of large blocks of shares, due to, among other reasons, the expiration of any tax-related or contractual lock-ups with respect to significant amounts of our shares of common stock;

	●	changes in our senior management;

	●	changes in regulations or in policies of Search Engines or other industry conditions;

	●	mergers and acquisitions by us or our competitors;

	●	technological innovations;

	●	the introduction of new products; and

	●	the conditions of the securities markets, political, economic and other developments worldwide.

In addition, share prices of many technology companies in general and ad-tech companies in particular fluctuate significantly for reasons that may be unrelated or disproportionate to operating results. The factors discussed above may depress or cause volatility to our share price, regardless of our actual operating results.

Delaware law contains provisions that could discourage, delay or prevent a change in control of our Company, prevent attempts to replace or remove current management and reduce the market price of our stock.

Provisions in our Certificate of Incorporation and Bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider favorable. For example, our Certificate of Incorporation authorizes our Board of Directors to issue up to ten million shares of “blank check” preferred stock. As a result, without further stockholder approval, the Board of Directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult for a third party to acquire us.

We are also subject to the anti-takeover provisions of the Delaware General Corporation Law (the “DGCL”). Under these provisions, if anyone becomes an “interested stockholder,” we may not enter into a “business combination” with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change in control of us. An “interested stockholder” is, generally, a stockholder who owns 15% or more of our outstanding voting stock or an affiliate of ours who has owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions as described in the DGCL.

Were our common stock to become subject to the penny stock rules then this could result in U.S. broker-dealers becoming discouraged from effecting transactions in shares of our common stock.

Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If we do not retain a listing on the Nasdaq Capital Market or do not meet certain net tangible asset or average revenue requirements and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Scrutiny of sustainability and environmental, social, and governance initiatives could increase our costs or otherwise adversely impact our business.

Public companies have recently faced scrutiny related to environmental, social, and governance (“ESG”) practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants and other stakeholder groups. Such scrutiny may result in increased costs, enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition or results of operations. If our ESG practices and reporting do not meet investor or other stakeholder expectations, we may be subject to investor or regulator engagement regarding such matters. Our failure to comply with any applicable ESG rules or regulations could lead to penalties and adversely impact our reputation, access to capital and employee retention. Such ESG matters may also impact our third-party contract manufacturers and other third parties on which we rely, which may augment or cause additional impacts on our business, financial condition, or results of operations

Our business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk.

Our business depends on the economic health of the global economies. If the conditions in the global economies remain uncertain or continue to be volatile, or if they deteriorate, including as a result of the impact of military conflict, such as the war between Russia and Ukraine, terrorism or other geopolitical events, our business, operating results and financial condition may be materially adversely affected. Economic weakness, inflation and increases in interest rates, limited availability of credit, liquidity shortages and constrained capital spending have at times in the past resulted, and may in the future result, in challenging and delayed sales cycles, slower adoption of new technologies and increased price competition, and could negatively affect our ability to forecast future periods, which could result in an inability to satisfy demand for our products and a loss of market share.

In addition, increases in inflation raise our costs for commodities, labor, materials and services and other costs required to grow and operate our business, and failure to secure these on reasonable terms may adversely impact our financial condition. Additionally, increases in inflation, geopolitical developments and global supply chain disruptions, have caused, and may in the future cause, global economic uncertainty and uncertainty about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing. A failure to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations or cash flows.

There can be no assurance that future credit and financial market instability and a deterioration in confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly, more onerous with respect to financial and operating covenants and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to alter our operating plans. In addition, there is a risk that one or more of our service providers, financial institutions, manufacturers, suppliers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and on budget.

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.

~~Because~~All ~~all~~ of our operations are conducted in Israel and all members of our board of directors and management as well as all of our employees ~~and~~ and consultants, including employees of our service providers, are located in Israel. Accordingly, ~~our~~political, ~~business~~economic and ~~operations~~military ~~are directly affected~~conditions byin ~~economic,~~the ~~political,~~Middle ~~geopolitical~~East ~~and~~may ~~military~~affect ~~conditions~~our inbusiness ~~Israel~~directly. Since the establishment of the State of Israel in 1948, ~~and~~a ~~in recent~~number ~~years,~~of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the region, ~~have~~including ~~involved missile strikes~~Iran, ~~hostile~~Hamas ~~infiltrations,~~(an Islamist ~~terrorism~~militia ~~against~~and ~~civilian~~political ~~targets~~group in ~~various~~the ~~parts~~Gaza ofStrip) ~~Israel,~~ and ~~recently~~Hezbollah ~~abduction~~(an ofIslamist ~~soldiers~~ militia and ~~citizens~~political group in Lebanon).

~~Following~~In ~~the~~ October ~~7th~~2023, ~~attacks by~~ Hamas terrorists ininfiltrated Israel’s southern border, ~~Israel~~from ~~declared~~the ~~war~~Gaza ~~against~~Strip ~~Hamas~~ and ~~since~~conducted ~~then,~~a ~~Israel has~~series ~~been~~of ~~involved~~attacks inon civilian and military ~~conflicts~~targets. ~~with~~ Hamas, ~~Hezbollah,~~also alaunched ~~terrorist~~extensive ~~organization~~rocket ~~based~~attacks inon ~~Lebanon,~~Israeli population and ~~Iran,~~industrial ~~both~~centers ~~directly~~located ~~and~~along Israel’s ~~through~~border ~~proxies~~with ~~like~~ the ~~Houthi~~Gaza ~~movement~~Strip and in ~~Yemen~~other ~~and~~areas ~~armed~~within ~~groups~~the inState ~~Iraq~~of ~~and~~Israel. ~~other~~These ~~terrorist~~attacks ~~organizations.~~resulted ~~Additionally~~in extensive deaths, ~~following the~~injuries ~~fall~~and kidnapping of ~~the~~civilians ~~Assad~~and ~~regime~~soldiers. inFollowing ~~Syria~~the attack, Israel’s ~~has~~security ~~conducted~~cabinet ~~limited~~declared ~~military~~war ~~operations~~against ~~targeting~~Hamas ~~the~~and ~~Syrian~~a ~~army, Iranian~~ military ~~assets~~campaign against ~~and~~these ~~infrastructure~~terrorist ~~linked~~organizations commenced in parallel to ~~Hezbollah~~their ~~and~~continued ~~other~~rocket ~~Iran-supported~~and ~~groups~~terror attacks. ~~Although~~In ~~certain~~January 2025, Israel and Hamas entered into a ceasefire ~~agreements~~agreement, ~~have~~which ~~been~~remained ~~reached~~in effect until March 18, 2025, when hostilities resumed. As of October 9, 2025, Israel and Hamas ~~some~~entered ~~Iranian~~into ~~proxies~~a ~~have~~renewed ~~declared~~ceasefire agreement calling for a ~~halt~~permanent toend ~~their~~of ~~attacks~~the war. However, there isare no ~~assurance~~assurances that ~~these~~such as ~~agreements~~agreement will behold. ~~upheld,~~While ~~military~~the ~~activity~~conflict ~~and~~has ~~hostilities~~created ~~continue~~heightened tosecurity ~~exist~~concerns, atdisruptions ~~varying~~to ~~levels~~business ~~of intensity~~operations, and ~~the~~economic ~~situation remains volatile~~instability, ~~with~~ the ~~potential~~ceasefire ~~for~~may ~~escalation~~contribute ~~into~~to aimproved ~~broader~~ regional ~~conflict~~stability. ~~involving~~However, ~~additional~~the ~~terrorist~~security ~~organizations~~situation remains fluid, and ~~possibly other~~any ~~countries.~~renewed ~~Also~~military actions, ~~the~~restrictions, ~~fall~~or ofgovernment-imposed ~~the~~measures ~~Assad~~could ~~regime~~adversely inaffect ~~Syria~~our ~~may~~operations, ~~create~~supply ~~geopolitical~~chains, ~~instability~~and infinancial ~~the region~~condition.

49Since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in region, such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq. In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024, a ceasefire was brokered between Israel and Hezbollah. In March 2026, hostilities resumed along Israel’s northern border with Lebanon, when Hezbollah resumed its attacks as part of a broader regional escalation. In response, Israel resumed military operations against Hezbollah in Lebanon.

~~While~~In ~~our~~addition, ~~facilities~~in ~~have~~April ~~not~~2024 ~~been~~and ~~damaged~~October ~~during~~2024, ~~the~~Iran ~~current~~launched ~~war,~~direct ~~the~~attacks ~~hostilities~~on ~~with~~Israel ~~Hamas,~~involving ~~Hezbollah,~~hundreds ~~Iran~~of drones and ~~its~~missiles ~~proxies~~ and ~~others~~has ~~have~~threatened ~~caused~~to continue to attack Israel and ~~may~~is ~~continue~~widely believed to ~~cause~~be ~~damage~~developing nuclear weapons. In addition, in response to ~~private~~ongoing Iranian aggression and ~~public~~support ~~facilities~~of proxy attacks against Israel, ~~infrastructure~~on June 13, ~~utilities~~2025, ~~and~~Israel ~~telecommunication~~conducted ~~networks,~~a ~~and~~series of preemptive defensive air strikes in Iran ~~potentially~~targeting ~~disrupting~~Iran’s ~~our~~nuclear ~~operations~~program and ~~supply~~military ~~chains~~commanders. InWhile ~~addition~~a ceasefire was reached in June 2025 following 12 days of hostilities, on ~~Israeli~~February ~~organizations~~28, ~~government~~2026, ~~agencies~~the United States and ~~companies~~Israel ~~have~~launched ~~been subject~~coordinated tomilitary ~~extensive~~strikes ~~cyber~~against Iran, including attacks. ~~This~~on ~~could~~strategic military ~~lead~~infrastructure toand ~~increased~~leadership ~~costs~~targets, ~~risks~~with the stated aim of degrading Iran’s capacity to ~~employee~~conduct ~~safety~~or support hostile operations against them. In response, Iran has fired missiles and ~~challenges~~drones totoward ~~business~~population ~~continuity~~centers and military installations in Israel, ~~with~~Europe ~~potential~~and ~~financial~~neighboring ~~losses~~countries in the Gulf region, and also launched counter-strikes against U.S. ~~The~~forces ~~continuation~~and ofallied bases throughout the ~~war~~Gulf ~~has~~region. ~~also~~A ~~led~~broader regional conflict involving additional state and non-state actors remains a significant risk. Iran is also believed to have a ~~deterioration~~strong ofinfluence ~~certain~~among ~~indicators~~extremist ofgroups ~~Israel’s~~in ~~economic standing~~the region, ~~for~~such ~~instance~~as Hamas in Gaza, aHezbollah ~~downgrade~~in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. These situations may potentially escalate in the future to more violent events which may affect Israel’s ~~credit~~and ~~rating~~us. byContinued ~~rating~~military ~~agencies~~escalation, ~~(such~~retaliatory asactions, byor ~~Moody’s~~broader regional involvement may adversely affect economic conditions, ~~S&P~~disrupt ~~Global~~markets, and create uncertainty that could negatively impact our business, financial condition and ~~Fitch)~~results of operations.

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. As of date of this Annual Report, none of our employees or consultants in Israel have been called to reserve duty and there has been no material impact on our business from past reserve services. 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. As a result, our operations may be disrupted by such absences, which disruption may materially and adversely affect our business, prospects, financial condition and results of operations. 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.51

~~Our commercial~~In ~~insurance~~connection ~~does~~with ~~not~~the ~~cover~~Israeli ~~losses~~security ~~that~~cabinet’s ~~may~~declaration ~~occur~~of aswar aagainst ~~result~~Hamas ofand ~~events~~possible ~~associated~~hostilities with ~~war~~other ~~and~~organizations, several ~~terrorism~~hundred thousand Israeli military reservists were drafted to perform immediate military service. ~~Although~~None ~~the~~of ~~Israeli~~our ~~government~~directors, officers, ~~currently~~employees ~~covers~~or ~~the~~consultants ~~reinstatement~~were ~~value~~called ofto ~~direct~~reserve ~~damages~~duty ~~that~~and ~~are~~there ~~caused~~has bybeen ~~terrorist~~no ~~attacks~~material orimpact ~~acts~~on our business from past reserve services. Although many of ~~war~~such military reservists have since been released, wethey ~~cannot~~may ~~assure~~be ~~you~~called ~~that~~up for additional reserve duty, depending on developments ~~this~~in ~~government~~the ~~coverage~~war ~~will~~in beGaza ~~maintained~~and oralong Israel’s other borders. Military service call ups that itresult ~~will~~in ~~sufficiently~~absences ~~cover~~of personnel from us for an extended period of time may materially and adversely affect our ~~potential~~business, ~~damages.~~prospects, ~~Any~~financial ~~losses~~condition orand ~~damages~~results ~~incurred~~of byoperations. usAs ~~could~~of ~~have~~the adate ~~material~~of ~~adverse~~this ~~effect~~Annual onReport, none of our ~~business~~directors, officers, employees or consultants are serving in active or reserve duty.

~~The global~~Since ~~perception~~the ofwar ~~Israel~~broke ~~and~~out ~~Israeli~~on ~~companies~~October 7, ~~influenced~~2023, byour ~~actions~~operations byhave ~~international~~not ~~judicial~~been ~~bodies,~~adversely ~~may~~affected ~~lead~~by tothis ~~increased~~situation, ~~sanctions~~ and ~~other~~ ~~negative~~we ~~measures~~have ~~against~~not ~~Israel,~~experienced disruptions asto ~~well~~our asproduct ~~Israeli~~or ~~companies~~business ~~and~~development ~~academic institutions~~activities. ~~There~~However isthe ~~also~~intensity aand ~~growing~~duration ~~movement~~of ~~among countries,~~the ~~activists,~~security ~~and~~situation ~~organizations~~in toIsrael have ~~boycott~~been ~~Israeli~~difficult ~~goods~~to predict, ~~services~~as ~~and~~are ~~academic~~the ~~research~~economic orimplications ~~restrict~~on our business ~~with~~and ~~Israel,~~operations ~~which could~~and ~~affect~~on ~~business~~Israel’s ~~operations.~~economy in general. If ~~these~~the ~~efforts~~war ~~become~~continues ~~widespread,~~for ~~along~~a ~~with~~long ~~any~~period ~~future~~of ~~rulings~~time ~~from~~or ~~international~~expands ~~tribunals~~to ~~against Israel~~other fronts, ~~they~~our ~~could~~operations ~~significantly~~may ~~and~~be ~~negatively impact business operations~~harmed.

~~As of~~Our ~~the~~insurance ~~date~~does not cover losses that may occur as a result of ~~this~~an ~~Annual~~event ~~Report,~~associated with the ~~Company’s~~security ~~revenues~~situation ~~have~~in ~~not~~the ~~been~~Middle ~~directly~~East ~~negatively~~or ~~affected~~for any byresulting disruption in our operations. Although the ~~ongoing~~Israeli ~~hostilities~~government has in the ~~region,~~past ascovered the ~~primary~~reinstatement ~~source~~value of ~~its~~direct damages ~~revenues~~that iswere ~~predominantly~~caused ~~from~~by ~~the~~terrorist ~~U.S.~~attacks or ~~European~~acts ~~markets~~of war, we cannot assure you that ~~have~~this ~~been~~government ~~not~~coverage ~~significantly~~will be maintained or, ~~impacted~~if bymaintained, ~~the~~will ~~ongoing~~be ~~hostilities~~sufficient into ~~Israel.~~compensate Asus afully ~~result,~~for asdamages ofincurred, and the ~~date~~government ofmay ~~this~~cease ~~Annual~~providing ~~Report~~such coverage or the ~~Company’s~~coverage ~~abilities~~might not suffice to ~~deliver or~~cover ~~provide~~potential ~~products~~damages. ~~and~~Any ~~services~~losses toor ~~its~~damages ~~customers~~incurred by us could have ~~not~~a ~~been~~material ~~materially~~adverse ~~affected~~effect on our business.

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. 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. 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.

~~Our~~We anticipate being subject to fluctuations in currency exchange rates because our reporting and functional currency is the U.S. dollar. Our revenues are currently primarily payable in U.S. dollars and we expect our future revenues to be denominated primarily in U.S. dollars and Euros. However, certain amount of our expenses is in NIS. ~~and~~As as a result, weour operating results are exposed primarily to movements in the USD/NIS. In addition, we are exposed to the currency fluctuation risks relating to the recording of our expenses in U.S. dollars. We may, in the future, decide to enter into currency hedging transactions. These measures, however, may not adequately protect us from material adverse effects. We cannot predict any future trends in the rate of inflation in Israel or the rate of appreciation or devaluation (if any) of the shekel against the dollar. Appreciation of the NIS against the U.S. dollar increases the U.S. dollar cost of our NIS denominated expenses and may adversely impact our net loss or net income (if any). Based on our 2025 expense levels, a 10% appreciation of the NIS against the U.S. dollar would have increased our net loss by approximately $119 thousand.

50Foreign exchange rates may fluctuate due to many factors, including interest rate differentials between markets, capital flows, monetary policy decisions, geopolitical events, global macroeconomic developments, and investor sentiment toward Israel and regional markets. These factors may cause the NIS to appreciate or depreciate against the U.S. dollar independent of local inflation levels. If the NIS strengthens without a corresponding increase in our foreign currency revenues, our U.S. dollar measured costs will rise.

The value of the NIS relative to the U.S. dollar, and other currencies has fluctuated significantly. For example, the shekel appreciated on average by 12.5% relative to the U.S. dollar in 2025, after depreciating by 0.4% in 2024 and by 3.1% in 2023, thereby increasing, in 2025, the U.S. dollar cost of our shekel denominated expenses. Any significant revaluation of the NIS may materially and adversely affect our cash flows, revenues, and financial condition. Fluctuations in the NIS exchange rate, or even the appearance of instability in such exchange rate, could adversely affect our ability to operate our business.

It may be difficult to enforce a judgment of a U.S. court against us, our officers and directors or the Israeli experts named in our reports filed with the SEC in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts.

Our directors reside outside of the United States, and most of the assets of our directors are located outside of the United States. Therefore, a judgment obtained against us, or our directors, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by an Israeli court. It may also be difficult for you to effect service of process on our directors in the United States or to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law.

There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.

We are continuously working to ensure that we satisfy generally applicable industry standards for the assessment, identification, and management of risks from cybersecurity threats that may pose a risk to our information technology systems, including from third parties with whom we work with.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. As of the date of this Annual Report, the majority of the Company’s IT systems are computed using leading secure cloud platforms.

Our cybersecurity risk management program includes:

● risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; ● routine conduct of penetration tests on our computer systems to evaluate the security of the systems and identify weaknesses or vulnerabilities; ● employee training programs regarding cybersecurity risks and protocols; ● the usage of secure software or platforms designed to protect our IT systems against cybersecurity risks, such as two-factor authentication systems, anti-virus and ransomware programs or the usage of secure cloud platforms for computing our IT systems; ● the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; and ● a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.

●We have ~~routine~~not ~~conduct~~identified risks from known cybersecurity threats, including as a result of ~~penetration~~any ~~tests~~prior oncybersecurity ~~our~~incidents, ~~computer~~that ~~systems~~have materially affected or are reasonably likely to ~~evaluate~~materially ~~the~~affect ~~security~~us, ofincluding ~~the~~our ~~systems~~operations, ~~and~~business ~~identify~~strategy, ~~weaknesses~~results of operations, or ~~vulnerabilities;~~financial condition.

~~● employee training programs regarding cybersecurity risks and protocols;~~53

51Cybersecurity Governance

●Our Board ~~the usage~~ of ~~secure~~Directors ~~software~~considers ~~or platforms designed to protect our IT systems against~~ cybersecurity ~~risks,~~risk ~~such~~ as ~~two-factor~~part ~~authentication~~of ~~systems,~~its ~~anti-virus~~risk ~~and~~oversight ~~ransomware~~function ~~programs~~and oroversees ~~the~~management’s ~~usage~~ implementation of ~~secure~~our ~~cloud~~cybersecurity ~~platforms~~risk ~~for~~management ~~computing our IT systems;~~program.

●The Board ~~the~~of ~~use~~Directors ofreceives ~~external~~regular ~~service~~reports ~~providers,~~from ~~where~~management ~~appropriate~~on our cybersecurity risks. In addition, tomanagement ~~assess~~updates the Board, ~~test~~as necessary, orregarding ~~otherwise~~any ~~assist~~material ~~with~~cybersecurity ~~aspects~~incidents, ofas ~~our~~well ~~security~~as ~~controls;~~any ~~and~~incidents with lesser impact potential.

●Our management ateam, including our Chief Executive Officer, the VP R&D and Data Protection Officer of Cortex, and our external advisors, is responsible for assessing and managing our material risks from cybersecurity ~~incident~~threats. ~~response~~The ~~plan~~team ~~that~~has ~~includes~~primary ~~procedures~~responsibility for ~~responding~~our overall tocybersecurity risk management program and supervises both our internal cybersecurity ~~incidents~~personnel and our retained external cybersecurity consultants.

WeOur management ~~have~~team ~~not~~supervises ~~identified~~efforts ~~risks from~~to ~~known~~prevent, ~~cybersecurity~~detect, ~~threats~~mitigate, ~~including~~and asremediate acybersecurity ~~result~~risks ofand ~~any~~incidents ~~prior~~through ~~cybersecurity~~various ~~incidents~~means, which ~~that~~may ~~have~~include ~~materially~~briefings ~~affected~~from orinternal ~~are~~security ~~reasonably likely~~personnel; tothreat ~~materially~~intelligence ~~affect~~and ~~us,~~other ~~including~~information ~~our~~obtained ~~operations~~from governmental, ~~business~~public or ~~strategy~~private sources, ~~results~~including ofexternal ~~operations,~~consultants orengaged ~~financial~~by ~~condition~~us; and alerts and reports produced by security tools deployed in the IT environment.

~~Cybersecurity~~ITEM 2. ~~Governance~~PROPERTIES

Our principal ~~Board~~executive ofoffices ~~Directors~~are ~~considers~~located at 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel 6971068, which we have been occupying ~~cybersecurity~~since ~~risk~~July as1, ~~part~~2024. ofWe ~~its~~pay ~~risk~~a ~~oversight~~monthly ~~function~~fee ~~and~~of ~~oversees~~$5,400 ~~management’s~~for ~~implementation~~the lease of ~~our~~these ~~cybersecurity~~offices, ~~risk~~which ~~management program~~we rent on a monthly basis.

~~The~~In February ~~Board~~2026, ofwe ~~Directors~~entered ~~receives regular~~into ~~reports~~a ~~from~~new ~~management~~lease onagreement ~~our~~for ~~cybersecurity~~office ~~risks.~~premises Inlocated ~~addition~~at Atrium Tower, ~~management~~2 ~~updates~~Jabotinsky ~~the~~Street, ~~Board~~Ramat Gan, asIsrael 5252903. ~~necessary~~The new facilities are expected to become available for occupancy on April 1, ~~regarding~~2026. ~~any~~The ~~material~~lease term is for an initial period ~~cybersecurity~~of ~~incidents~~six months, aswith ~~well~~an asoption ~~any~~to ~~incidents~~automatically ~~with~~extend ~~lesser~~for ~~impact~~additional ~~potential~~six month periods. The monthly rental payment will be NIS 16,500 (approximately $5,300).

~~Our management team, including~~ITEM ~~our Chief Executive Officer, the VP R&D and Data Protection Officer of Cortex, and our external advisors, is responsible for assessing and managing our material risks from cybersecurity threats~~3. ~~The~~LEGAL ~~team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.~~PROCEEDING

~~Our~~We are ~~management~~currently ~~team~~not ~~supervises~~involved in any litigation that we believe could have a material adverse effect on our financial condition or results ~~efforts~~of tooperations. ~~prevent~~There is no action, ~~detect~~suit, ~~mitigate~~proceeding, ~~and~~inquiry ~~remediate~~or ~~cybersecurity~~investigation ~~risks~~before ~~and~~or ~~incidents~~by ~~through~~any ~~various means~~court, ~~which~~public ~~may~~board, ~~include~~government ~~briefings~~agency, ~~from~~self-regulatory ~~internal~~organization ~~security~~or ~~personnel;~~body ~~threat~~pending ~~intelligence~~or, ~~and~~to ~~other~~the ~~information~~knowledge ~~obtained~~of ~~from~~the ~~governmental,~~executive ~~public~~officers orof ~~private~~the ~~sources~~Company, ~~including~~threatened against or affecting ~~external~~the ~~consultants~~Company, ~~engaged~~our bycommon ~~us;~~stock, ~~and~~our ~~alerts~~officers ~~and~~or ~~reports~~directors ~~produced~~in bytheir ~~security~~capacities ~~tools~~as ~~deployed~~such, in ~~the~~which ITan ~~environment~~adverse decision could have a material adverse effect.

ITEM 2 4. ~~PROPERTIES~~MINE SAFETY DISCLOSURES

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 PlatformNone. ~~We pay a monthly fee of $15,000 for the lease of these offices, which we rent on a monthly basis.~~

~~ITEM 3. LEGAL PROCEEDING~~54

~~We are currently not involved~~PART in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company, threatened against or affecting the Company, our Common Stock, our officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.II

ITEM 4 5. ~~MINE~~MARKET ~~SAFETY~~FOR ~~DISCLOSURES~~REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY

~~None.~~Market Information

52Our common stock is currently quoted on the Nasdaq Capital Market under the symbol “VBIX”. Our common stock has been traded on the Nasdaq since July 5, 2025.

~~PART~~Holders of IIcommon stock

~~ITEM~~As of 5.December ~~MARKET~~31, ~~FOR~~2025, ~~REGISTRANT’S~~there ~~COMMON~~were ~~STOCK~~approximately 2,707 ~~RELATED~~stockholders ~~STOCKHOLDER~~of ~~MATTERS~~record ~~AND~~of ~~ISSUER~~our ~~PURCHASE~~common OFstock ~~EQUITY~~and 10,670,392 shares of our common stock outstanding.

~~Market~~Our transfer ~~Information~~agent is Transfer Online, 512 SE Salmon Street, Portland, OR 97214-3444, telephone: (503) 227-2950.

~~Our Common Stock is currently quoted on the OTC Markets, Pink Tier under the symbol “VBIX”.~~Dividends

Holders of common stock are entitled to dividends if declared by our Board of ~~Common~~Directors, ~~Stock~~out of funds legally available therefore. We have never declared cash dividends on our common stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses.

~~As of December 31, 2024, there~~Outstanding ~~were approximately 2,853 stockholders of record of our Common Stock and 5,296,945 shares of our Common Stock outstanding.~~Warrants

~~Our~~The following ~~transfer~~table ~~agent~~summarizes isinformation ~~Transfer Online,~~of ~~512~~outstanding SEwarrants ~~Salmon~~as ~~Street,~~of ~~Portland,~~December ~~OR 97214-3444~~31, ~~telephone~~2025: ~~(503) 227-2950.~~

Dividends

	Warrants		Warrant Term	Exercise Price		Exercisable

Class J Warrants		32,584	July 2029		53.76		32,584
Class K Warrants		32,584	July 2029		89.60		32,584
June 2024 Facility Warrants		18,257	June 2027		1.00		18,257
June 2024 Lead Lender Fee Warrant		155,884	June 2027		1.00		155,884
June 2024 Lead Lender Fee Warrants		5,296,610	June 2027		0.472		5,296,610
2024 PIPE Warrants		57,190	July 2027		1.00		57,190
2025 July Private Placement - pre-funded warrants		56,584	Until exercised in full		0.00		56,584
2025 July Private Placement – common warrants		925,923	January 2031		4.74		925,923

Holders of Common Stock are entitled to dividends if declared by our Board of Directors, out of funds legally available therefore. We have never declared cash dividends on our Common Stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses.55

~~Outstanding~~Securities Authorized ~~Warrants~~for Issuance under Equity Compensation Plans

~~The~~As of ~~following~~the ~~table~~date ~~summarizes information~~of this Annual Report, the Company has authorized 2,713,613 shares of ~~outstanding~~common ~~warrants~~stock for issuance under our 2023 Stock Incentive Plan (the “2023 Plan”). We do not grant options under our 2017 Employee Incentive Plan (the “2017 Plan”) as ofit was ~~December~~superseded ~~31,~~by ~~2024:~~the 2023 Plan.

	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

The following table summarizes information of outstanding options as of December 31, 2025:

Securities Authorized for Issuance under Equity Compensation Plans

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance
Plan Category
Equity compensation plans approved by security holders (2017 Plan)		-		-		33,333
Equity compensation plans approved by security holders (2023 Plan)		-		-		2,713,613

~~As of~~2023 ~~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~~”). We do not grant options under our 2017 Employee Incentive Plan (the “2017 Plan”) as it was superseded by the 2023 Plan.~~

The maximum ~~following~~number ~~table~~of ~~summarizes~~shares of common stock available for issuance under the 2023 Plan is equal to the sum of (i) 625,000 shares of common ~~information~~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 ~~options~~capital stock on the last day of the immediately preceding calendar year; and (B) such smaller amount as determined by our Board of ~~December~~Directors 31if so determined prior to January 1 of a calendar year in which the increase will occur, ~~2024:~~provided that no more than 625,000 shares of common stock may be issued upon the exercise of Incentive Stock Options. On July 11, 2025, our Board of Directors approved an increase in the number of shares of common stock reserved for issuance under the 2023 Plan by up to 2,713,613 shares of common stock.

	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

Administration. The Board of Directors, or a committee established or appointed by the Board of Directors to administer the 2023 Plan (the “Administrator”), administers the 2023 Plan. Under the 2023 Plan, the Administrator has the authority, subject to applicable law, to interpret the terms of the 2023 Plan and any award agreements or awards granted thereunder, designate recipients of awards, determine and amend the terms of awards, including the exercise price of an option award, the fair market value of our common stock, the time and vesting schedule applicable to an award or the method of payment for an award, accelerate or amend the vesting schedule applicable to an award, prescribe the forms of agreement for use under the 2023 Plan and take all other actions and make all other determinations necessary for the administration of the 2023 Plan.

53The Administrator also has the authority to approve the conversion, substitution, cancellation or suspension under and in accordance with the 2023 Plan of any or all option awards or shares of common stock, and the authority to modify option awards to eligible individuals who are foreign nationals or are individuals who are employed outside Israel or the United State of America to recognize differences in local law, tax policy or custom, in order to effectuate the purposes of the 2023 Plan but without amending the 2023 Plan. The Administrator also has the authority to amend and rescind rules and regulations relating to the 2023 Plan or terminate the 2023 Plan at any time. No termination or amendment of the 2023 Plan shall affect any then outstanding award unless expressly provided by the Administrator.

~~2023~~Eligibility. ~~Stock~~The ~~Incentive~~2023 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102 of the Israeli Income Tax Ordinance (New Version) 5271-1961 (the “Ordinance”), and Section 3(i) of the Ordinance and for awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 of the Code and Section 409A of the Code.

The 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.56

~~Administration.~~Section ~~The~~102 ~~Board~~ of ~~Directors,~~the orOrdinance aallows ~~committee~~employees, ~~established~~directors orand ~~appointed~~officers bywho ~~the~~are ~~Board~~not ofcontrolling ~~Directors~~stockholders toand ~~administer~~are ~~the~~considered ~~2023~~Israeli ~~Plan (the “Administrator”),~~residents ~~administers~~to ~~the~~receive ~~2023~~favorable ~~Plan.~~tax ~~Under~~treatment ~~the~~for ~~2023~~compensation ~~Plan,~~in the ~~Administrator~~form ~~has~~of ~~the~~shares ~~authority,~~or ~~subject~~options tounder ~~applicable~~certain ~~law,~~terms toand ~~interpret~~conditions. ~~the~~Any ~~terms~~non-employee ofservice ~~the~~providers ~~2023 Plan~~ and ~~any~~controlling ~~award~~stockholders ~~agreements~~who orare ~~awards~~considered ~~granted~~Israeli ~~thereunder,~~residents ~~designate~~may ~~recipients~~only ofbe ~~awards,~~granted ~~determine~~options ~~and~~under ~~amend~~section ~~the~~3(i) ~~terms~~ of the ~~awards~~Ordinance, ~~including~~which ~~the~~does ~~exercise~~not ~~price~~provide offor ansimilar ~~option~~tax ~~award,~~benefits. ~~the~~Section ~~fair~~102 ~~market~~includes ~~value~~two ofalternatives ~~our~~for ~~Common~~tax ~~Stock,~~treatment involving the issuance ~~time~~of ~~and~~options ~~vesting~~or ~~schedule~~shares ~~applicable~~ to ana ~~award~~trustee orfor the ~~method~~benefit of ~~payment for an award, accelerate or amend~~ the ~~vesting~~grantees ~~schedule~~and ~~applicable~~also toincludes an ~~award,~~additional ~~prescribe~~alternative for the ~~forms~~issuance of ~~agreement~~options ~~for~~or ~~use~~shares ~~under~~directly to the ~~2023~~grantee. ~~Plan~~Section ~~and~~102(b)(2) ~~take~~of ~~all~~the ~~other~~Ordinance, ~~actions~~the ~~and~~most ~~make~~favorable ~~all~~tax ~~other~~treatment ~~determinations necessary~~ for the ~~administration~~grantee, permits ofthe issuance to a trustee under the ~~2023~~“capital ~~Plan~~gain track”.

~~The Administrator~~Grants. ~~also~~All ~~has~~awards ~~the~~granted ~~authority~~pursuant to ~~approve~~ the ~~conversion, substitution, cancellation or suspension under and in accordance with the~~ 2023 Plan of ~~any~~will orbe ~~all~~evidenced ~~option~~by ~~awards~~an oraward ~~shares of Common Stock~~agreement, ~~and~~in ~~the~~a ~~authority~~form toapproved, ~~modify~~from ~~option~~time ~~awards~~ to ~~eligible~~time, ~~individuals~~by ~~who are foreign~~the ~~nationals~~Administrator orin ~~are~~its ~~individuals~~sole ~~who~~discretion. ~~are~~The ~~employed~~award ~~outside~~agreement ~~Israel~~will orset forth the ~~United~~terms ~~State~~and conditions of ~~America~~the toaward, ~~recognize~~including ~~differences~~the intype ~~local law, tax~~of ~~policy or custom~~award, innumber ~~order to effectuate the purposes~~ of ~~the~~shares ~~2023~~subject ~~Plan~~to ~~but~~such ~~without~~award, ~~amending~~vesting ~~the~~schedule ~~2023~~and ~~Plan.~~conditions ~~The~~(including ~~Administrator~~performance ~~also~~goals ~~has the~~or ~~authority~~measures) ~~to amend~~ and ~~rescind~~the ~~rules~~exercise price, ~~and~~if ~~regulations~~applicable. ~~relating~~Certain toawards under the 2023 Plan may constitute or ~~terminate~~provide ~~the~~for ~~2023~~a ~~Plan~~deferral atof ~~any~~compensation, ~~time.~~subject Noto ~~termination~~Section or409A ~~amendment~~ of the ~~2023~~Code, ~~Plan~~which ~~shall~~may ~~affect~~impose ~~any~~additional ~~then~~requirements ~~outstanding~~on ~~award~~the ~~unless~~terms ~~expressly~~and ~~provided~~conditions byof ~~the~~such ~~Administrator~~awards.

~~Eligibility.~~Unless ~~The~~otherwise ~~2023~~determined ~~Plan~~by ~~provides~~the ~~for~~Administrator ~~granting~~and ~~awards~~stated ~~under~~in ~~various~~the ~~tax~~award ~~regimes~~agreement, ~~including,~~and ~~without~~subject ~~limitation,~~to inthe ~~compliance~~conditions ~~with~~of ~~Section~~the ~~102~~2023 Plan, awards vest and become exercisable under the following schedule: 25% of the ~~Israeli~~shares ~~Income~~covered ~~Tax~~by ~~Ordinance~~the ~~(New~~award ~~Version)~~on ~~5271-1961~~the (first anniversary of the ~~“Ordinance”),~~vesting ~~and~~commencement date ~~Section~~determined 3by the Administrator (i)and in the absence of such determination, the ~~Ordinance~~date on which such award was granted) and ~~for~~6.25% ~~awards~~of ~~granted~~the toshares ~~our~~covered ~~United~~by ~~States~~the ~~employees~~award orat ~~service~~the ~~providers,~~end ~~including~~of ~~those~~each ~~who~~subsequent ~~are~~three-month ~~deemed~~period tothereafter beover ~~residents~~the course of the ~~United~~following ~~States~~three ~~for~~years; provided ~~tax~~that the grantee remains continuously as an employee or provides services to us throughout such vesting dates. Each award will ~~purposes,~~expire ~~Section~~seven ~~422~~years from the date of the ~~Code~~grant ~~and~~thereof, ~~Section~~unless ~~409A~~such shorter term of expiration is otherwise designated by the ~~Code~~Administrator.

~~Section~~Awards. ~~102~~The of2023 ~~the~~Plan ~~Ordinance~~provides ~~allows employees, directors and officers who are not controlling stockholders and are considered Israeli residents to receive favorable tax treatment~~ for ~~compensation in~~ the ~~form~~grant of ~~shares~~stock or options ~~under~~(including ~~certain~~Incentive ~~terms~~Stock ~~and~~Options ~~conditions. Any non-employee service providers~~ and ~~controlling~~nonqualified ~~stockholders~~stock ~~who are considered Israeli residents may only be granted~~ options ~~under section 3(i~~), ofshares ~~the~~of ~~Ordinance~~common stock, ~~which~~restricted ~~does~~stock, ~~not~~RSUs ~~provide~~and ~~for~~other ~~similar~~stock-based ~~tax benefits~~awards. ~~Section~~To ~~102~~the ~~includes~~extent ~~two~~required ~~alternatives~~by ~~for~~applicable ~~tax~~law, ~~treatment~~the ~~involving~~exercise ~~the issuance~~price of an ~~options~~option ormay ~~shares~~not tobe aless ~~trustee~~than ~~for~~ the ~~benefit~~par value of the ~~grantees~~shares ~~and~~(if ~~also includes an additional alternative for~~ the ~~issuance of options or~~ shares ~~directly~~bear toa ~~the~~par ~~grantee. Section 102(b~~value)~~(2)~~ ~~of the Ordinance, the most favorable tax treatment~~ for ~~the~~which ~~grantee,~~such ~~permits the~~option ~~issuance~~is ~~to a trustee under the “capital gain track”~~exercisable.

~~Grants~~Options granted under the 2023 Plan to our employees who are U.S. residents may qualify as Incentive Stock Options, or may be non-qualified ~~All~~stock ~~awards~~options. ~~granted~~The exercise price of a non-qualified stock option shall not be less than 100% of the fair market value of a share on the date of grant of such option or such other amount as may be required pursuant to the ~~2023~~section ~~Plan~~409A ~~will~~of the Code. Notwithstanding the foregoing, a non-qualified stock option may be ~~evidenced~~granted bywith an ~~award~~exercise ~~agreement,~~price inlower athan ~~form~~the ~~approved,~~minimum ~~from~~exercise ~~time~~price set forth above if such Award is granted pursuant to ~~time,~~an byassumption or substitution for another option in a manner qualifying under the provisions of that ~~Administrator~~complies inwith ~~its~~section ~~sole~~424(a) ~~discretion~~of the Code 1.409A-1(b)(5)(v)(D) of the U.S. Treasury Regulations or any successor guidance. The ~~award~~exercise price ~~agreement~~of ~~will~~an ~~set~~Incentive ~~forth~~Stock Option may not be less than 100% of the ~~terms~~fair ~~and~~market ~~conditions~~value of the ~~award,~~underlying ~~including~~share on the ~~type~~date of grant or ~~award,~~such ~~number~~other ofamount ~~shares~~as ~~subject~~may be required pursuant to ~~such~~the ~~award~~Code. Notwithstanding the foregoing, ~~vesting~~an ~~schedule~~Incentive ~~and~~Stock ~~conditions~~Option ~~(including~~may ~~performance~~be ~~goals~~granted orwith an ~~measures)~~exercise ~~and~~price lower than the minimum exercise price, ifset ~~applicable.~~forth ~~Certain~~above ~~awards~~if ~~under~~such ~~the~~award ~~2023~~is ~~Plan~~granted ~~may~~pursuant ~~constitute~~to oran ~~provide~~assumption or substitution for another option in a ~~deferral~~manner ofthat ~~compensation,~~complies ~~subject~~with tothe provisions of Section ~~409A~~ 424(a) of the Code. In the case of Incentive Stock Options granted to a ten percent stockholder, ~~which~~(i) ~~may~~the ~~impose~~exercise ~~additional~~price ~~requirements~~shall not be less than 110% of the fair market value of the underlying share on the ~~terms~~date of grant, and ~~conditions~~(ii) the exercise period shall not exceed five (5) years from the effective date of grant of such ~~awards~~grant.

54Exercise. An award under the 2023 Plan may be exercised by providing us with a written or electronic notice of exercise and full payment of the exercise price for such shares underlying the award, if applicable, in such form and method as may be determined by the Administrator and permitted by applicable law. An award may not be exercised for a fraction of a share. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2023 Plan, the Administrator may, in its discretion, accept cash, provide for net withholding of shares in a net exercise mechanism or direct a securities broker to sell shares and deliver all or a part of the proceeds to us or the trustee.

Unless otherwise determined by the Administrator and stated in the award agreement, and subject to the conditions of the 2023 Plan, awards vest and become exercisable under the following schedule: 25% of the shares covered by the award on the first anniversary of the vesting commencement date determined by the Administrator (and in the absence of such determination, the date on which such award was granted) and 6.25% of the shares covered by the award at the end of each subsequent three-month period thereafter over the course of the following three years; provided that the grantee remains continuously as an employee or provides services to us throughout such vesting dates. Each award will expire seven years from the date of the grant thereof, unless such shorter term of expiration is otherwise designated by the Administrator.57

~~Awards~~Transferability. ~~The~~Other ~~2023~~than ~~Plan~~by ~~provides~~will, ~~for~~ the ~~grant~~laws of ~~stock~~descent ~~options (including Incentive Stock Options~~ and ~~nonqualified~~distribution ~~stock~~or ~~options),~~as ~~shares~~otherwise ~~of Common~~provided ~~Stock,~~under ~~restricted~~the ~~stock,~~2023 ~~RSUs~~Plan ~~and~~or ~~other~~by ~~stock-based awards. To~~ the ~~extent required by applicable law~~Administrator, ~~the exercise price of an~~neither ~~option may not be less than~~ the ~~par~~options ~~value~~nor ofany ~~the~~right ~~shares~~in ~~(if~~connection ~~the~~with ~~shares~~such ~~bear~~options aare ~~par~~assignable ~~value)~~or ~~for which such option is exercisable~~transferable.

~~Options~~Termination ~~granted~~of ~~under the 2023 Plan to our employees who are U~~Employment.S. ~~residents~~In ~~may~~the ~~qualify~~event asof ~~Incentive~~termination ~~Stock Options, or may be non-qualified stock options. The exercise price~~ of a ~~non-qualified~~grantee’s ~~stock~~employment ~~option~~or ~~shall~~service ~~not~~with beus ~~less~~or ~~than~~any ~~100%~~ of ~~the~~our ~~fair~~affiliates, ~~market~~all ~~value of a share on the~~vested ~~date~~and ofexercisable ~~grant~~awards ofheld ~~such~~by ~~option or~~ such ~~other~~grantee ~~amount~~ as ~~may~~of ~~be required pursuant to~~ the ~~section~~date ~~409A~~ of ~~the~~termination ~~Code. Notwithstanding the foregoing, a non-qualified stock option~~ may be ~~granted~~exercised ~~with~~within anthree ~~exercise~~months ~~price~~after ~~lower than the minimum exercise price set forth above if~~ such ~~Award is~~date ~~granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions~~ of ~~that complies with~~termination, ~~section~~unless ~~424(a)~~otherwise ofdetermined ~~the~~by ~~Code 1.409A-1(b)(5)(v)(D) of~~ the ~~U.S.~~Administrator, ~~Treasury~~but ~~Regulations~~in orno ~~any~~event ~~successor~~later ~~guidance. The exercise price of an Incentive Stock Option may not be less~~ than ~~100% of~~ the ~~fair~~date ~~market~~of ~~value~~expiration of the ~~underlying~~award ~~share on the date of grant or such other amount~~ as ~~may be required pursuant to the Code. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than the minimum exercise price~~ set forth ~~above if such award is granted pursuant to an assumption or substitution for another option~~ in ~~a manner that complies with~~ the award ~~provisions of Section 424(a) of the Code~~agreement. InAfter ~~the~~such ~~case~~three-month ~~of Incentive Stock Options granted to a ten percent stockholder~~period, ~~(i)~~all ~~the~~such ~~exercise~~unexercised ~~price~~awards ~~shall~~will ~~not~~terminate beand ~~less than 110% of~~ the ~~fair~~shares ~~market~~covered ~~value~~by ofsuch ~~the~~awards ~~underlying share on the date of grant,~~shall ~~and~~again ~~(ii)~~be ~~the~~available ~~exercise~~for ~~period~~issuance ~~shall~~under ~~not exceed five (5) years from~~ the ~~effective~~2023 ~~date of grant of such grant~~Plan.

~~Exercise.~~In Anthe ~~award~~event ~~under~~of ~~the~~termination ~~2023~~of ~~Plan~~a ~~may~~grantee’s beemployment ~~exercised~~or byservice ~~providing~~with us ~~with~~or aany ~~written~~of our affiliates due to such grantee’s death or ~~electronic~~permanent ~~notice~~disability, or in the event of ~~exercise~~the ~~and~~grantee’s ~~full~~death ~~payment~~within of the ~~exercise~~three ~~price~~month ~~for~~period (or such ~~shares~~longer ~~underlying~~period as determined by the ~~award,~~Administrator) iffollowing ~~applicable,~~his inor ~~such~~her ~~form~~termination of service, all vested and ~~method~~exercisable awards held by such grantee as of the date of termination may be ~~determined~~exercised by the ~~Administrator~~grantee or the grantee’s legal guardian, estate or by a person who acquired the right to ~~and~~exercise ~~permitted~~the award by bequest or inheritance, as applicable, ~~law.~~within Anone ~~award~~year ~~may~~after ~~not~~such bedate ~~exercised~~of ~~for~~termination, aunless ~~fraction~~otherwise provided by the Administrator, but in no event later than the date of aexpiration ~~share~~of the award as set forth in the award agreement. ~~With~~Any ~~regard~~awards which toare ~~tax~~unvested ~~withholding,~~as ~~exercise~~of ~~price~~the date of such termination or which are vested but not then exercised within the one-year period following ~~and~~such ~~purchase~~date, ~~price~~will ~~obligations~~terminate ~~arising~~and inthe ~~connection~~shares ~~with~~covered by such awards shall again be available for issuance under the 2023 Plan. In the event that the employment or service of a grantee shall terminate on account of such grantee’s retirement, all awards of such grantee that are exercisable at the ~~Administrator~~time of such retirement may, unless earlier terminated in ~~its~~accordance ~~discretion~~with their terms, ~~accept~~be exercised at any ~~cash,~~time ~~provide~~within ~~for~~the ~~net~~three-month ~~withholding~~period after the date of ~~shares~~such inretirement (or such different period as the Administrator shall prescribe). Notwithstanding any of the foregoing, if a ~~net~~grantee’s ~~exercise~~employment ~~mechanism~~or services with us or ~~direct~~any aof ~~securities~~our ~~broker~~affiliates tois ~~sell~~terminated ~~shares~~for “cause” ~~and~~(as ~~deliver~~defined in the 2023 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate aon ~~part~~the date of such termination and the ~~proceeds~~shares tocovered usby orsuch awards shall again be available for issuance under the ~~trustee~~2023 Plan.

~~Transferability.~~Voting ~~Other~~Rights. ~~than~~Except bywith ~~will~~respect to restricted stock awards, ~~the~~grantees ~~laws~~will ofnot ~~descent~~have ~~and~~the ~~distribution~~same orrights as ~~otherwise~~a ~~provided~~shareholder ~~under~~with respect to any of our shares covered by an award until the ~~2023~~award ~~Plan~~has vested and/or bythe grantee has exercised such award, paid any exercise price for such award and becomes the ~~Administrator~~record holder of the shares. With respect to restricted stock awards, ~~neither~~grantees will possess all incidents of ownership of the ~~options~~restricted ~~nor~~shares, ~~any~~including the right into ~~connection~~vote ~~with~~and ~~such~~receive ~~options~~dividends ~~are~~on ~~assignable~~such ~~or transferable~~shares.

~~Termination~~Dividends. ofGrantees ~~Employment.~~holding Inrestricted ~~the~~share ~~event~~awards ofwill ~~termination~~be ofentitled ato ~~grantee’s~~receive ~~employment~~dividends orand ~~service~~other distributions with usrespect orto ~~any~~the ofshares underlying ~~our~~the ~~affiliates,~~restricted ~~all~~share ~~vested and~~award. ~~exercisable~~Any ~~awards~~stock ~~held~~split, bystock ~~such~~dividend, ~~grantee~~combination as of ~~the~~shares ~~date~~or ofsimilar ~~termination~~transaction ~~may~~will be ~~exercised within three months after such date of termination,~~subject ~~unless~~to ~~otherwise determined by~~ the ~~Administrator,~~restrictions ~~but in no event later than the date~~ of ~~expiration of~~ the ~~award~~original asrestricted ~~set~~stock ~~forth in the~~ award ~~agreement~~. ~~After~~Grantees ~~such~~holding ~~three-month~~RSUs ~~period, all such unexercised awards~~ will ~~terminate~~not ~~and~~be ~~the~~eligible ~~shares~~to ~~covered~~receive bydividend ~~such~~but ~~awards~~may ~~shall again~~ be eligible ~~available~~to ~~for~~receive ~~issuance~~dividend ~~under the 2023 Plan~~equivalents.

55Transactions. In the event of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of our stock, the Administrator in its sole discretion may, without the need for a consent of any holder of an award, make an appropriate adjustment in order to adjust (i) the number and class of shares reserved and available for grants of awards, (ii) the number and class of stock covered by outstanding awards, (iii) the exercise price per share covered by any award, (iv) the terms and conditions concerning vesting and exercisability and the term and duration of the outstanding awards, (v) the type or class of security, asset or right underlying the award (which need not be only that of ours, and may be that of the surviving corporation or any affiliate thereof or such other entity party to any of the above transactions), and (vi) any other terms of the award that in the opinion of the Administrator should be adjusted; provided that any fractional shares resulting from such adjustment shall be rounded to the nearest whole share unless otherwise determined by the Administrator and the company shall have no obligation to make any cash or other payment with respect to such fractional shares. In the event of a distribution of a cash dividend to all shareholders, the Administrator may determine, without the consent of any holder of an award, that the exercise price of an outstanding and unexercised award shall be reduced by an amount equal to the per share gross dividend amount distributed by us, subject to applicable law.

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. Any awards which are unvested as of the date of such termination or which are vested but not then exercised within the one-year period following such date, will terminate and the shares covered by such awards shall again be available for issuance under the 2023 Plan. In the event that the employment or service of a grantee shall terminate on account of such grantee’s retirement, all awards of such grantee that are exercisable at the time of such retirement may, unless earlier terminated in accordance with their terms, be exercised at any time within the three-month period after the date of such retirement (or such different period as the Administrator shall prescribe). Notwithstanding any of the foregoing, if a grantee’s employment or services with us or any of our affiliates is terminated for “cause” (as defined in the 2023 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of such termination and the shares covered by such awards shall again be available for issuance under the 2023 Plan.58

~~Voting~~In ~~Rights.~~the ~~Except~~event ~~with~~of ~~respect~~a tomerger ~~restricted~~or consolidation of our business or a sale of all, or substantially all, of our stock ~~awards~~or assets or other transaction having a similar effect on us, ~~grantees~~or ~~will~~change ~~not~~in ~~have~~the composition of the ~~same~~Board ~~rights~~of asDirectors, aor ~~shareholder~~liquidation ~~with~~or ~~respect~~dissolution, toor ~~any~~such other transaction ofor circumstances that our ~~shares~~Board ~~covered~~of byDirectors andetermines ~~award~~to ~~until~~be a relevant transaction, then without the ~~award~~consent ~~has~~of ~~vested~~the grantee and~~/or~~ without any prior notice requirement, (i) unless otherwise determined by the ~~grantee~~Administrator, ~~has~~any ~~exercised~~outstanding award will be assumed or substituted by us, or such ~~award~~successor corporation, ~~paid~~or by any ~~exercise~~parent ~~price~~or ~~for~~affiliate thereof, or (ii) regardless of whether or not awards are assumed ~~such~~or ~~award~~substituted ~~and~~(a) ~~becomes~~provide the ~~record~~grantee ~~holder~~with the option to exercise the award as to all or part of the shares., ~~With~~and ~~respect~~may toprovide ~~restricted~~for ~~stock~~an acceleration of vesting of unvested awards, ~~grantees~~(b) ~~will~~cancel ~~possess~~the ~~all~~award ~~incidents~~and ofpay in cash, our shares, the acquirer or other corporation which ~~ownership~~is ofa party to such transaction or other property as determined by the ~~restricted~~Administrator ~~shares~~as fair in the circumstances, ~~including~~or (c) provide that the ~~right~~terms toof ~~vote~~any ~~and~~award ~~receive~~shall ~~dividends~~be onotherwise ~~such~~amended, ~~shares~~modified or terminated, as determined by the Administrator to be fair in the circumstances.

~~Dividends.~~Intercompany Grantees holding restricted share awards will be entitled to receive dividends and other distributions with respect to the shares underlying the restricted share award. Any stock split, stock dividend, combination of shares or similar transaction will be subject to the restrictions of the original restricted stock award. Grantees holding RSUs will not be eligible to receive dividend but may be eligible to receive dividend equivalents.Agreements

~~Transactions.~~ In ~~the event of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of our stock,~~ ~~the~~connection ~~Administrator~~with ~~in its sole discretion may, without~~ the ~~need~~adoption ~~for a consent~~ of ~~any~~our ~~holder~~2023 ~~of an award~~Plan, ~~make~~on anMarch ~~appropriate adjustment in order to adjust (i) the number and class of shares reserved and available for grants of awards~~7, ~~(ii)~~2023 ~~the~~we ~~number~~entered ~~and~~into ~~class~~certain ofintercompany ~~stock covered~~agreements bywith ~~outstanding~~two ~~awards, (iii) the exercise price per share covered by any award, (iv) the terms and conditions concerning vesting and exercisability and the term and duration~~ of ~~the~~our ~~outstanding awards~~subsidiaries, ~~(v) the type or class of security, asset or right underlying the~~ ~~award~~Viewbix ~~(which~~Israel ~~need not be only that of ours,~~ and ~~may~~Gix beMedia ~~that of the surviving corporation or any affiliate thereof or such other entity party to any of the above transactions), and~~ (~~vi) any other terms of~~ the ~~award~~“Intercompany that in the opinion of the Administrator should be adjusted; provided that any fractional shares resulting from such adjustment shall be rounded to the nearest whole share unless otherwise determined by the Administrator and the company shall have no obligation to make any cash or other payment with respect to such fractional sharesAgreements”). In the event of a distribution of a cash dividend to all shareholders, the Administrator may determine, without the consent of any holder of an award, that the exercise price of an outstanding and unexercised award shall be reduced by an amount equal to the per share gross dividend amount distributed by us, subject to applicable law.

~~In the~~The ~~event~~Intercompany ofAgreements aprovide ~~merger~~for orthe ~~consolidation~~offer of ~~our~~awards ~~business~~under orour a2023 ~~sale~~Plan ofto ~~all,~~service orproviders ~~substantially all,~~ of ~~our~~Viewbix ~~stock~~Israel orand ~~assets~~Gix orMedia, ~~other transaction~~as ~~having~~our aaffiliates ~~similar~~under ~~effect~~the on2023 ~~us,~~Plan or(“Affiliates”). ~~change~~Under in the ~~composition~~Intercompany ~~of the Board of Directors~~Agreements, orour ~~liquidation~~Affiliates orwill ~~dissolution,~~each orbear ~~such~~the ~~other transaction~~costs ~~or circumstances that our Board~~ of ~~Directors~~awards ~~determines~~granted to beits aservice ~~relevant~~providers ~~transaction,~~under ~~then without~~ the ~~consent~~2023 ofPlan ~~the grantee~~ and ~~without any~~will ~~prior~~reimburse ~~notice~~the ~~requirement,~~Company ~~(i)~~upon ~~unless otherwise determined by~~ the ~~Administrator,~~issuance ~~any~~of ~~outstanding~~shares ~~award~~of ~~will~~our becommon stock ~~assumed~~pursuant orto ~~substituted by~~an usaward, orbut ~~such~~in ~~successor~~any ~~corporation,~~event ornot byprior ~~any~~to ~~parent~~the orvesting ~~affiliate~~of ~~thereof~~an award, orfor ~~(ii)~~the ~~regardless~~costs of ~~whether~~the orshares ~~not~~issued ~~awards~~to ~~are~~its ~~assumed or~~service ~~substituted~~providers ~~(a)~~participating ~~provide~~in the ~~grantee~~2023 ~~with~~Plan. ~~the~~The ~~option~~reimbursement toamount ~~exercise~~shall ~~the~~be ~~award~~equal as to ~~all~~the orlower ~~part~~ of (a) the ~~shares,~~book ~~and~~expense ~~may provide~~ for ansuch ~~acceleration~~award ofas ~~vesting~~recorded ofon ~~unvested~~the ~~awards,~~financial ~~(b)~~statements ~~cancel~~of the ~~award~~respective ~~and pay in cash~~Affiliate, ~~our~~determined ~~shares,~~and ~~the~~calculated ~~acquirer~~according orto ~~other~~either ~~corporation~~IFRS, ~~which~~U.S. isGAAP, ~~a party to~~or ~~such~~any ~~transaction or~~ other ~~property~~financial asreporting ~~determined~~standard bythat ~~the~~may ~~Administrator~~be asapplicable ~~fair~~ in the ~~circumstances~~future, or (cb) ~~provide~~the ~~that~~fair value of the ~~terms~~shares of ~~any award~~our ~~shall~~common bestock at ~~otherwise~~the ~~amended,~~time ~~modified~~of orexercise ~~terminated,~~of asan ~~determined~~option byor at the ~~Administrator~~time toof bevesting ~~fair~~of inan ~~the~~RSU, ~~circumstances~~as applicable.

56ITEM 6. [RESERVED].

~~Intercompany~~ITEM 7. ~~Agreements~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

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”).Overview

The ~~Intercompany~~ ~~Agreements~~following ~~provide~~plan ~~for~~of ~~the~~operation ~~offer~~provides ofinformation ~~awards~~which ~~under~~management ~~our~~believes ~~2023~~is ~~Plan~~relevant to ~~service~~an ~~providers~~assessment ~~of Viewbix Israel~~ and ~~Gix~~understanding ~~Media,~~of as our ~~affiliates~~results ~~under~~of ~~the~~operations ~~2023~~and ~~Plan~~financial ~~(“Affiliates”)~~condition. ~~Under~~The ~~the~~discussion ~~Intercompany~~should ~~Agreements,~~be ~~our~~read ~~Affiliates~~along ~~will~~with ~~each~~our ~~bear~~consolidated ~~the~~financial ~~costs~~statements ~~of awards granted to its service providers under the 2023 Plan~~ and ~~will~~notes ~~reimburse the Company upon the issuance of shares of our Common Stock pursuant to~~thereto. anThis ~~award,~~section ~~but~~includes ina ~~any~~number ~~event not prior to the vesting~~ of anforward-looking ~~award,~~statements ~~for~~that ~~the~~reflect ~~costs~~our ofcurrent ~~the~~views ~~shares~~with ~~issued~~respect to ~~its~~future ~~service~~events ~~providers~~and ~~participating~~financial ~~in the 2023 Plan~~performance. ~~The~~Forward-looking ~~reimbursement~~statements ~~amount~~are ~~shall~~often beidentified ~~equal~~by towords ~~the~~like ~~lower~~believe, ofexpect, ~~(a) the book expense for such award as recorded on the financial statements of the respective Affiliate~~estimate, ~~determined and calculated according to either IFRS~~anticipate, ~~U.S. GAAP~~intend, orproject ~~any other financial reporting~~and ~~standard~~similar ~~that may be applicable in the future~~expressions, or ~~(b)~~words ~~the~~which ~~fair~~refer ~~value~~to offuture ~~the~~events. ~~shares~~These offorward-looking ~~our~~statements ~~Common~~are ~~Stock~~subject atto ~~the~~certain ~~time~~risks ofand ~~exercise of an option~~uncertainties orthat atcould ~~the~~cause ~~time~~actual ofresults ~~vesting~~to ofdiffer anmaterially ~~RSU,~~from asour ~~applicable~~predictions.

~~Recent Sales of Unregistered Securities~~Overview

~~Upon~~Viewbix ~~the~~is ~~Closing~~a digital advertising platform that develops and markets a variety of ~~the~~technological ~~Reorganization~~platforms ~~Transaction~~that automate, optimize and ~~pursuant~~monetize digital toonline campaigns. Viewbix’s operations were previously focused on analysis of the ~~terms~~video marketing performance of its clients as well as the ~~agreement~~effectiveness ~~thereof,~~of their. With the ~~Company~~Video ~~issued~~Advertising 3Platform,~~385,049~~ ~~shares of~~Viewbix ~~Common~~allowed ~~Stock~~its toclients ~~shareholders~~with ofdigital ~~Gix~~video ~~Media~~properties the ability to use its platforms in ~~consideration~~a ~~for~~way ~~100%~~that ofallows ~~the~~viewers ~~outstanding~~to ~~share~~engage ~~capital~~and ofinteract ~~Gix~~with ~~Media~~the video. The ~~shares~~Video ofAdvertising ~~Common~~Platform measures ~~Stock~~when ~~were~~a ~~issued~~viewer ~~under~~performs ~~Regulation~~a Sspecific ofaction ~~the~~while ~~Securities~~watching ~~Act~~a ofvideo ~~1933,~~and ascollects ~~amended~~and ~~(“Regulation~~reports ~~S”).~~the ~~See~~results ~~“Item~~to 1the client. ~~Description~~However, due to the ofCompany’s ~~Business~~failure -to ~~Reorganization~~meet ~~Transaction~~predetermined sales targets which were set pursuant to the recapitalization transaction with Gix ~~Media~~ Internet Ltd.” in January 2020, ~~for~~the ~~further~~Company ~~information~~determined to reduce its operations and the size of its sales and R&D team in the Digital Advertising Platform.

~~On May~~The 18Company, ~~2023~~through its subsidiary, Gix Media, is focused on digital advertising operations the ~~Company~~Search ~~issued~~Platform. ~~27,778~~Gix ~~shares~~Media develops and markets a variety of ~~restricted~~technological ~~Common~~software ~~Stock~~solutions that automate, optimize and monetize online campaigns. These technological tools enable advertisers and website owners to ~~Amitay~~earn ~~Weiss,~~more afrom ~~director~~their ofadvertising campaigns and generate additional profits from their sites. Through the Search Platform, the Company. ~~The~~provides ~~shares~~services ofto ~~Common Stock~~leading ~~were~~Search ~~issued~~Engines asworldwide aby ~~special~~developing, ~~bonus~~marketing ~~equity~~and ~~grant~~distributing software products to Mrinternet users. ~~Weiss~~The operations and ~~under~~activity ~~Regulation~~on Sthis platform are powered by Gix Media.

~~2023 Loan Agreement~~59

On Until November 152025, ~~2023,~~in ~~Viewbix Israel~~addition ~~entered~~to ~~into~~Gix aMedia’s ~~Loan~~Search ~~Agreement~~Platform, (the ~~“2023~~Company, ~~Loan”)~~through ~~with~~a ~~certain~~previous ~~lenders~~majority-owned ~~(the~~subsidiary ~~“2023~~of ~~Loan~~Gix ~~Lenders”)~~Media, ~~whereby~~ ~~the~~Cortex, ~~Lenders~~operated ~~provided~~a ~~Viewbix~~digital ~~Israel~~content ~~with~~platform, ~~loans~~which inproduced ~~the~~engaging ~~aggregate~~content ~~amount~~and ofmarketing ~~$480,000~~material ~~(which~~in ~~sum~~various ~~may~~languages ~~be increased~~ to upvarious ~~to $1~~target audiences,~~000,000,~~ ~~at the~~in ~~discretion~~order ofto ~~the~~generate ~~2023~~revenues ~~Loan~~from ~~Lenders).~~advertisements Indisplayed ~~accordance~~together with the ~~terms of the 2023 Loan~~content, ~~the~~which ~~principal~~are ~~amount~~posted ~~bears~~on andigital ~~annual interest~~content, atmarketing ~~a rate of 9%~~ and ~~shall~~advertising ~~be repaid over the course of two years following January 1, 2024~~platforms. InFollowing the ~~event~~Cortex ~~that~~Sale ~~Viewbix Israel fails to repay a part or all of the loan amount~~ (~~including~~as ~~the~~defined ~~accrued interest~~below) ~~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~~only ~~Stock,~~operates ~~at a price per share equal to~~ the ~~30-day~~Search ~~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~~Platform.

~~In connection~~The ~~with the 2023 Loan~~Company, ~~the~~through ~~Company~~its ~~issued~~wholly-owned tosubsidiary, ~~each~~Quantum, ~~2023~~is ~~Loan~~focused ~~Lender~~on adeveloping ~~warrant~~and topromoting ~~purchase~~quantum ~~shares~~algorithms offor ~~Common Stock (~~the ~~“2023 Warrants”)~~transportation, ~~such~~drug ~~that~~discovery ~~the~~and ~~number~~security ofsegments ~~shares~~as ofwell ~~Common~~as ~~Stock~~developing ~~underlying~~quantum-based ~~each~~GPS ~~2023~~replacement ~~Warrant~~and ~~will~~quantum ~~reflect~~atom ~~(one-for-one)~~accuracy ~~the~~solutions. ~~number~~Quantum currently ofowns ~~dollars~~and ~~provided by~~operates six portfolio-companies, each ~~Lender~~dealing aswith ~~part~~a ofdifferent ~~the~~quantum ~~principal~~segment ~~amount~~and challenge. ~~Each~~Quantum’s ~~2023~~proprietary intellectual ~~Warrant~~property ~~has~~portfolio, including an ~~exercise~~innovative ~~price~~patent ~~per~~in ~~share~~quantum oferror ~~Common~~correction, ~~Stock~~sub-licensed ofin ~~$2.00~~collaboration ~~and~~with ~~will expire~~Ramot, ~~and~~the ~~cease~~technology totransfer becompany ~~exercisable~~of onTel ~~December~~Aviv 31University, ~~2025.~~addresses ~~The~~critical ~~2023~~challenges ~~Warrants~~in ~~were~~noisy ~~issued~~intermediate-scale toquantum ~~the~~devices ~~Lenders~~by enabling ~~pursuant~~efficient, toreal-time ~~Regulation~~decoding Sof ~~(see~~surface ~~note~~code ~~10.D of~~errors—reducing ~~our~~computational ~~consolidated~~overhead ~~financial~~by ~~statements~~up ~~appearing~~to ~~elsewhere~~50% incompared ~~this~~to ~~Annual~~traditional methods ~~Report~~and onsupporting ~~Form~~scalable 10fault-K)tolerant quantum computing.

~~June~~The Company, ~~2024~~through ~~Facility~~its ~~Agreement~~wholly-owned subsidiary, Metagramm, is focused on artificial intelligence (AI) and natural language processing (NLP) communication-based solutions. Metagramm specializes in developing advanced writing assistance tools that leverage artificial intelligence, machine learning and natural language processing technologies. Metagramm’s main product, “Bubbl” is a writing tool designed to provide personalized and customized text tailored to the user’s unique expression and can translate various languages into English. Metagramm licenses its products on a subscription basis to businesses and individual customers.

~~On July 22 2024, we issued to~~Recent 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. 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. The securities were issued to the June 2024 Lenders and the Lead Lender pursuant to Regulation S. See “Item 1. Description of Business -June 2024 Facility Agreement”, for further information.Developments

57Quantum Acquisition

On December 15, 2025, we entered into a securities exchange agreement (the “Quantum Exchange Agreement”) with Quantum and certain of the shareholders of Quantum (the “Quantum Shareholders”) pursuant to which we agreed to issue to the Quantum Shareholders an aggregate of up to 40.0% of our issued and outstanding capital stock as of December 15, 2025, inclusive of the 800,000 shares of our common stock issuable by us in a private placement offering that we entered into in November 2025 (the “Private Placement Shares”), consisting of (i) up to 2,666,000 shares of our common stock, representing 19.99% of our issued and outstanding capital stock (the “Viewbix Exchange Shares”), inclusive of the Private Placement Shares, and (ii) pre-funded warrants to purchase up to 4,447,595 shares of our common stock, representing the balance of up to the 40.0%, as of December 15, 2025, less the Viewbix Exchange Shares (the “Viewbix Exchange Pre-Funded Warrants”), in exchange for up to 100%, but not less than 85%, of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to an amount up to 589,319 of Quantum’s ordinary shares.

OnIn addition, ~~July~~pursuant 3,to ~~2024~~the Quantum Exchange Agreement, we ~~entered~~may ~~into a~~issue ~~Purchase~~up ~~Agreement~~to ~~with~~12,702,847 ~~the~~additional ~~Investors~~shares ~~pursuant~~of toour ~~which~~common westock ~~issued~~or ~~256,875~~pre-funded warrants to purchase shares of ~~Common~~our ~~Stock~~common ~~and~~stock (collectively, the ~~PIPE~~“Earn-Out ~~Warrants~~Securities”), toupon ~~purchase~~the upachievement of certain milestones as follows: (i) the issuance of up to ~~385~~1,~~332~~975,998 ~~shares~~Earn-Out Securities upon the submission of ~~Common~~five ~~Stock.~~(5) Inpatent ~~addition~~applications including provisional applications in total, ~~upon~~across at least three (3) distinct sub-fields within the ~~closing~~quantum sector, by the Quantum or any of its Portfolio Companies (as defined in the ~~Private~~Quantum ~~Placement~~Exchange Agreement) during the 18-month period following the Quantum Closing Date (as defined below), we(ii) ~~issued~~the 12issuance of up to 3,~~844~~436,519 ~~shares~~Earn-Out Securities upon the closing of ~~our~~listing, ~~Common~~public ~~Stock~~offering, or an M&A toTransaction (as defined in the ~~Lead~~Quantum ~~Investor~~Exchange asAgreement) ~~part~~of any Portfolio Company of ~~its~~Quantum, ~~commission~~at ~~fee.~~a ~~The~~pre-money ~~securities~~valuation ~~were~~of ~~issued~~no toless than $20 million during the ~~Investors~~twenty four-month period following the Quantum Closing Date, and (iii) the ~~Lead~~issuance ~~Investor~~of ~~pursuant~~up to ~~Regulation~~7,290,330 Earn-Out S.Securities ~~See~~upon ~~“Item~~the earlier of: (1.) ~~Description~~a capital raise of ~~Business~~at least $10 million into either Viewbix or Quantum at a pre-~~Private~~money ~~Placement”~~valuation of no less than $250 million; or (2) closing of any M&A Transaction of Quantum, ~~for~~at ~~further~~a ~~information~~pre-money valuation not less than $250 million during the 48-month period following the Quantum Closing Date. Pursuant to the Quantum Exchange Agreement, the Earn-Out Securities may become issuable to the Quantum Shareholders only following the 12-month anniversary of the Quantum Closing Date, and only upon achievement of the applicable earn-out milestones set forth above.

~~First July 2024 Facility Agreement~~60

OnThe Viewbix ~~July~~Exchange ~~22,~~Shares ~~2024,~~and ~~we issued to~~ the ~~First July 2024 Lender, 300,000~~ shares of ~~Common~~common ~~Stock~~stock ~~and~~k ~~300,000~~issuable ~~First~~upon ~~July~~the ~~2024~~exercise ~~Facility~~of ~~Warrants,~~the asViewbix anExchange ~~advance~~Pre-Funded ~~payment~~Warrants ofissuable to the ~~First~~ ~~July~~Quantum ~~2024~~Shareholders ~~Facility~~will ~~Interest~~be ~~accruing~~subject ~~under~~to ~~the~~a ~~First~~12-month ~~July~~lock-up ~~2024~~period ~~Credit~~following ~~Facility for~~ the ~~first~~Quantum ~~year.~~Closing ~~In addition~~Date, wesubject ~~issued~~ to ~~the~~certain exceptions. ~~First~~The ~~July~~Viewbix ~~2024~~Exchange ~~Lender a one~~Pre-~~time~~Funded ~~fee~~Warrants ~~consisting of 125,000 shares of Common Stock,~~ and the ~~First~~pre-funded ~~July~~warrants ~~2024~~issuable ~~Facility~~as ~~Fee~~Earn-Out ~~Warrant~~Securities ~~to purchase 250~~are,~~000~~ ~~shares~~or ofwill ~~Common~~be, ~~Stock.~~immediately ~~The~~exercisable upon ~~securities~~issuance ~~were~~at ~~issued~~an toexercise ~~the~~price ~~First~~of ~~July 2024 Lender pursuant to Regulation S~~$0.0001 ~~See~~per ~~“Item 1.~~share ~~Description~~and ofwill ~~Business~~not -expire ~~First~~until ~~July~~exercised ~~2024~~in ~~Facility Agreement”, for further information~~full.

~~Second~~The transaction ~~July~~closed ~~2024~~on ~~Facility~~March ~~Agreement~~4, 2026 (the “Quantum Closing Date”) and resulted in us acquiring 100% of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis and Quantum becoming a majority-owned subsidiary of Viewbix.

~~On July 28, 2024 we issued to~~November ~~the~~2025 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. 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.PIPE

~~Services~~On November ~~Agreements~~5, 2025, we entered into a securities purchase agreement (the “Original SPA”) with certain accredited investors (the “Investors”) in connection with a private placement (the “November 2025 Private Placement”). The Original SPA as a closing condition had that we shall have entered into a definitive and binding agreement to acquire 100% of the share capital on a fully diluted basis of Quantum. As of January 1, 2026, we had entered into a definitive and binding agreement to acquire only 85.01% of the share capital on a fully diluted basis of Quantum (the “Quantum Acquisition”). Accordingly, we and the Investors have amended certain terms of the November 2025 Private Placement.

On January ~~July~~1, 142026, ~~2024~~we entered into an amended and ~~July~~restated ~~25,~~securities purchase agreement (the “November 2025 Purchase Agreement”) ~~2024,~~with the Investors pursuant to which we issued ~~120~~and sold an aggregate of 800,000 shares of ~~Common~~our ~~Stock~~common stock (the “November 2025 Private Placement Shares”). Each November 2025 Private Placement Share was sold together with a number of warrants equal to the 80% ~~Consultants~~of asthe ~~partial~~total ~~compensation~~number ~~for~~of ~~their~~November ~~services~~2025 ~~under~~Private Placement Shares sold in the ~~Consulting~~November ~~Agreements.~~2025 Private Placement, or in total warrants to ~~The~~purchase up to an aggregate of 640,000 shares ~~were~~of ~~issued~~our tocommon stock (the ~~Consultants~~“November ~~pursuant~~2025 toCommon ~~Regulation~~Warrants” S.and ~~See~~together with the November 2025 Private Placement Shares, the “~~Item~~November 2025 PIPE Securities”), at a combined purchase price of $1.75 ~~Description~~per November of2025 ~~Business~~Private -Placement ~~Service~~Share ~~Agreements~~and accompanying November 2025 Common Warrant.”, The November 2025 Private Placement closed on March ~~for~~4, ~~further~~2026 ~~information~~(the “Closing Date”).

~~ITEM~~The November 62025 Common Warrants are immediately exercisable upon issuance at an exercise price of $2.625 ~~[RESERVED]~~per share, subject to adjustment as set forth therein, and will expire five years from the issuance date. The November 2025 Common Warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of our common stock underlying the November 2025 Common Warrants. A holder of the November 2025 Common Warrants will not have the right to exercise any portion of its November 2025 Common Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of shares of our common stock would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially own shares of common stock in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.

~~ITEM~~In connection 7with the November 2025 Purchase Agreement, we entered into a registration rights agreement on November 5, 2025 (the “November 2025 Registration Rights Agreement”) with the Investors. ~~MANAGEMENT’~~Pursuant to the November 2025 Registration Rights Agreement, we are required to file a resale registration statement (the “November 2025 Registration Statement”) with the SEC to register for resale the November 2025 Private Placement Shares and the shares of our common stock issuable upon exercise of the November 2025 Common Warrants within thirty (30) calendar days after the Closing Date (the “Filing Date”), and to have such Registration Statement declared effective within sixty (60) calendar days after the Filing Date in the event the Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the Filing Date in the event the November 2025 Registration Statement is reviewed by the SEC. If, due to a shutdown or suspension of operations of the U.S. ~~DISCUSSION~~federal ~~AND~~government ~~ANALYSIS~~or OFthe ~~FINANCIAL~~SEC, ~~CONDITIONS~~the ~~AND~~Registration ~~PLAN~~Statement OFcannot ~~OPERATION~~be declared effective, the Corporation shall not be deemed to be in breach of the Registration Rights Agreement for failure to cause such Registration Statement to be declared effective during such period.

~~Overview~~61

~~The~~We also ~~following~~entered ~~plan~~into ofan ~~operation~~advisory ~~provides~~agreement ~~information which~~(the ~~management~~“Advisory ~~believes~~Agreement”) iswith ~~relevant~~L.I.A. Pure Capital Ltd. (“the Advisor”) pursuant to anwhich ~~assessment~~the ~~and~~Advisor ~~understanding~~provided ofadvisory ~~our~~services ~~results~~in ofconnection ~~operations~~with ~~and~~the ~~financial~~November ~~condition~~2025 Private Placement. ~~The~~We ~~discussion~~paid a commission ~~should~~to bethe ~~read~~Advisor ~~along~~of ~~with~~(i) ~~our~~a ~~consolidated~~cash ~~financial~~fee ~~statements~~of $70,000 and ~~notes~~(ii) ~~thereto.~~a ~~This~~warrant ~~section~~to ~~includes~~purchase a32,000 ~~number~~shares of ~~forward-looking~~our ~~statements that~~common ~~reflect~~stock ~~our~~(the ~~current~~“Advisor ~~views~~Warrant”), which ~~with~~was ~~respect~~conditioned toupon ~~future~~the ~~events~~closing ~~and~~of ~~financial~~the ~~performance~~November 2025 Private Placement. ~~Forward-looking~~The ~~statements~~Advisor ~~are~~Warrant ~~often~~has ~~identified~~the same terms as the November by2025 ~~words~~Common ~~like~~Warrants. ~~believe,~~In ~~expect~~addition, ~~estimate,~~in ~~anticipate,~~connection ~~intend,~~with ~~project~~the ~~and~~closing ~~similar~~of ~~expressions,~~the orNovember ~~words~~2025 ~~which~~Private ~~refer~~Placement, towe ~~future~~repaid ~~events.~~$200,000 ~~These~~of the outstanding ~~forward-looking~~loan ~~statements~~amount ~~are~~owed ~~subject~~to the Advisor pursuant to that certain ~~risks~~Amended and ~~uncertainties~~Restated ~~that~~Facility ~~could~~Agreement, ~~cause~~dated ~~actual~~July ~~results~~22, to2024, ~~differ~~by ~~materially~~and ~~from our~~between ~~predictions~~Viewbix and by and between certain lenders including the Advisor.

58Aggregate gross proceeds to us in respect of the November 2025 Private Placement were approximately $1.4 million, before deducting fees payable to the Advisor and other offering expenses payable by us. If the November 2025 Common Warrants are exercised in cash in full this would result in an additional $1.68 million of gross proceeds.

~~Organizational~~Sale of ~~Background~~Cortex

~~The Registrant was incorporated~~On inNovember ~~the State of Delaware on August 16~~9, ~~1985~~2025, ~~under~~Gix ~~a predecessor name~~Media, ~~InFerGene Company. On August 25, 1995,~~ a wholly -owned subsidiary of ~~InFerGene~~the Company ~~merged with Zaxis International~~, ~~Inc.~~Cortex, ~~which~~and ~~following~~the ~~such~~Founders ~~merger,~~entered into the ~~surviving~~Cortex ~~entity,~~Purchase ~~InFerGene~~Agreement with ~~Company~~Pro Sportority, ~~changed its~~a ~~name~~subsidiary toof ~~Zaxis~~Minute ~~International, Inc~~Media.

~~Emerald~~Pursuant to ~~Medical~~the Cortex Purchase Agreement, Pro Sportority acquired from Gix Media all of the issued and outstanding share capital of Cortex held ~~Applications~~by ~~Ltd~~Gix Media, constituting 80% of Cortex’s issued and outstanding share capital, and, together with similar agreements entered into with the other shareholders of Cortex and the cancellation of all outstanding options, warrants, and other convertible securities of the Cortex, which resulted in Pro Sportority owning 100% of Cortex’s issued and outstanding share capital on a fully diluted basis. The Cortex Sale was signed and closed on November 9, 2025 (the “Cortex Closing”). As a result, Cortex became a wholly-owned subsidiary of Pro Sportority and Cortex ceased being a majority-owned direct subsidiary of Gix Media and an indirect subsidiary of Viewbix.

OnThe aggregate ~~March~~consideration ~~16,~~payable ~~2015,~~to ~~Zaxis~~Gix ~~and~~Media ~~Emerald Israel~~is ~~executed~~$800,000, aconsisting ~~share~~of ~~exchange~~(i) ~~agreement~~$200,000 ~~which~~in ~~closed~~cash, onand ~~July~~(ii) 14$600,000 ~~2015~~in the form of 5,161 newly ~~and~~issued ~~Emerald~~Preferred ~~Israel~~J ~~became~~Shares ~~the~~of ~~Company’s~~Minute ~~wholly-owned subsidiary.~~Media ~~Accordingly,~~(the on“Minute ~~September~~Media 14Shares”), ~~2015,~~ the ~~Company~~most ~~changed~~senior ~~its~~class ~~name~~of topreferred ~~Emerald~~shares ~~Medical~~of Minute ~~Applications Corp~~Media. OnMinute ~~May~~Media 2,retains ~~2018,~~a ~~the District~~call ~~Court~~option ofto ~~Lod,~~repurchase ~~Israel~~the ~~issued~~Minute aMedia ~~winding-up~~Shares ~~order~~from ~~for~~Gix ~~Emerald~~Media ~~Israel~~under ~~and~~certain ~~appointed~~conditions, anincluding insolvency ~~Israeli~~or ~~attorney~~a aschange ~~special~~of ~~executor~~control ~~for~~of ~~Emerald Israel~~Gix Media.

~~Virtual Crypto~~Gix ~~Technologies~~Media ~~Ltd~~is subject to a two-year non-compete and non-solicitation covenant following the Cortex Closing.

~~On January 17, 2018, the Company~~As ~~formed~~ a ~~new~~result ~~wholly-owned~~of ~~subsidiary, VCT. On February 22, 2018,~~ the ~~Company’s~~Cortex ~~name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies~~Sale, ~~Inc.~~Cortex tois ~~reflect~~presented ~~its~~as ~~new~~discontinued operations ~~and~~in ~~business~~our ~~focus.~~audited Onconsolidated ~~January~~financial ~~27,~~statements ~~2020,~~for ~~VCT~~the ~~Israel~~years ~~was sold~~ended toDecember a31, ~~third~~2025 ~~party~~and ~~for NIS 50,000 ($14,459)~~2024.

~~Recapitalization~~July ~~Transaction~~2025 PIPE

On July ~~February 7~~11, ~~2019~~2025, the Company entered into a securities purchase agreement (the ~~Recapitalization~~“July ~~Transaction~~2025 Purchase Agreement”) with ~~Gix~~certain accredited ~~Internet,~~investors pursuant to which, ~~Gix~~the ~~Internet~~Company ~~assigned~~issued and sold in a private placement, ~~transferred~~(the ~~and~~“July ~~delivered~~2025 ~~99.83%~~Private Placement”) an aggregate of ~~its~~848,763 ~~holdings~~shares inof ~~Viewbix~~common ~~Israel~~stock, topre-funded ~~the~~warrants ~~Company~~to inpurchase ~~exchange~~up ~~for~~to ~~Common~~77,160 ~~Stock~~shares of ~~the~~common ~~Company,~~stock ~~which~~and ~~resulted~~common inwarrants to ~~Viewbix~~purchase ~~Israel~~up ~~becoming a~~to ~~subsidiary~~an aggregate of ~~the~~925,923 ~~Company.~~shares Inof ~~connection~~common ~~with~~stock, ~~the~~at ~~Recapitalization~~an ~~Transaction,~~offering ~~effective~~price as of ~~July~~$4.86 ~~26,~~per ~~2019,~~share ~~the~~of ~~Company’s~~common ~~name~~stock and associated ~~was~~common ~~changed~~warrant ~~from~~and ~~Virtual~~an ~~Crypto~~offering ~~Technologies,~~price ~~Inc~~of $4.8599 toper ~~Viewbix~~pre-funded ~~Inc~~warrant and associated common warrant.

~~Reorganization~~The ~~Transaction~~pre-funded warrants were immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. The common warrants were immediately exercisable upon issuance at an exercise price of $4.74 per share, subject to adjustment as set forth therein, and will expire five and a half years from the issuance date. The common warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of shares of common stock underlying the common warrants.

On September 19, 2022, the Company consummated the Reorganization Transaction with Gix Media pursuant to which Gix Media Shares were exchanged for shares of the Company’s Common Stock, which resulted in Gix Media becoming a wholly owned subsidiary of the Company. Prior to the closing of the Reorganization Transaction, Gix Media was a majority-owned subsidiary of Gix Internet, which held approximately 58% of the Common Stock of the Company, on a fully diluted basis. Following the Reorganization Transaction, holders of the Gix Media Shares held 90% of the Company’s Common Stock on a fully diluted basis, with Gix holding 76.67% of the Common Stock on a fully diluted basis.62

~~Cortex~~In connection ~~Acquisition~~with the July 2025 Purchase Agreement, we entered into a registration rights agreement (the “July 2025 Registration Rights Agreement”) with each investor. Pursuant to the July 2025 Registration Rights Agreement, the Company was required to file a resale registration statement with the SEC (the “July 2025 PIPE Registration Statement”) to register for resale the shares of common stock issued in the July 2025 Private Placement and the shares of common stock issuable upon exercise of the pre-funded warrants and common warrants issued in the July 2025 Private Placement within fourteen (14) trading days of the signing date of the July 2025 Purchase Agreement (the “July 2025 PIPE Signing Date”) and to have such July 2025 PIPE Registration Statement declared effective within sixty (60) calendar days after the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is reviewed by the SEC. The Company filed the July 2025 PIPE Registration Statement on July 23, 2025, which was declared effective by the SEC on July 31, 2025.

OnIn connection ~~October~~with ~~13,~~the ~~2021,~~July ~~Gix~~2025 ~~Media acquired~~Private ~~70%~~Placement, ~~(on~~the aCompany ~~fully~~also ~~diluted~~entered ~~basis)~~into ofa ~~the~~letter ~~share~~agreement ~~capital~~(the of“July ~~Cortex.~~2025 InPlacement ~~consideration~~Agent Agreement”) ~~for~~with ~~the~~Aegis ~~Cortex~~Capital ~~Acquisition~~Corp., ~~Gix~~as ~~Media~~placement ~~paid~~agent ~~NIS 35~~(the ~~million~~“Placement inAgent”) ~~cash~~dated ~~(approximately~~July $11, ~~million)~~2025, ~~out~~pursuant ofto which the anPlacement ~~amount~~Agent ofserved ~~$0.5~~as ~~million~~the ~~was~~placement ~~deposited~~agent ~~in trust~~ for ain ~~period~~connection ofwith 12the ~~months from~~July ~~the~~2025 ~~closing~~Private ~~date~~Placement. The ~~Cortex~~Company ~~Acquisition~~paid ~~also includes~~ the Placement ~~obligation~~Agent ~~(and~~a ~~right)~~cash ofplacement ~~Gix~~fee ~~Media~~equal to ~~acquire 30~~7.0% of ~~Cortex’s~~the ~~Remaining Balance~~gross ~~Shares,~~proceeds ~~such~~received ~~that~~in ~~following~~ the ~~completion~~July of2025 ~~the~~Private ~~acquisition~~Placement ofand ~~all~~$50,000 ~~the~~for reasonable ~~Remaining~~legal ~~Balance~~fees ~~Shares,~~and ~~Gix~~disbursements ~~Media~~for ~~will~~the ~~hold~~Placement ~~100% of Cortex~~Agent’s ~~share~~counsel. ~~capital~~In onaddition, apursuant ~~fully~~to ~~diluted~~the ~~basis.~~July In2025 ~~January~~Placement ~~2023~~Agent Agreement, the ~~Gix~~Company ~~Media~~agreed ~~acquired~~to anabide ~~additional~~by ~~10%~~certain ofcustomary ~~Cortex’s~~standstill ~~share capital.~~restrictions Infor ~~January~~a ~~2024,~~period ~~Gix~~of ~~Media~~thirty ~~did~~(30) ~~not~~days ~~purchase~~following anthe ~~additional~~later of ~~10%~~the closing of ~~Cortex’s~~the ~~share~~July ~~capital,~~2025 asPrivate ~~Cortex~~Placement ~~did~~and ~~not~~the ~~meet~~date ~~certain KPIs,~~that asthe ~~conditioned~~July in2025 ~~the~~PIPE ~~definitive~~Registration ~~agreements~~Statement ofis ~~the~~declared ~~Cortex~~effective ~~Acquisition~~by the SEC.

InAggregate gross ~~connection~~proceeds ~~with~~to the ~~Cortex Acquisition,~~Company atin respect of the ~~closing~~July ~~date,~~2025 ~~Gix~~Private ~~Media~~Placement ~~entered~~were ~~into~~approximately ~~the~~$4.5 ~~Financing~~million, ~~Agreement~~before ~~with~~deducting ~~Leumi~~fees ~~for~~payable to the ~~provision~~Placement ofAgent aand ~~line~~other ofoffering ~~credit~~expenses inpayable by us. If the ~~total~~ ~~amount~~warrants ofare upexercised toin ~~$3.5~~cash ~~million~~in ~~and~~full athis ~~long-term~~would ~~loan~~result ~~totaling~~in an additional $64.4 million, ~~which~~of ~~Gix~~gross ~~Media~~proceeds. ~~used~~The toJuly ~~finance~~2025 ~~the~~Private ~~Cortex~~Placement ~~Acquisition~~closed on July 14, 2025.

59Filing of Insolvency Petition Against Gix Media

~~Results~~On March of27, ~~Operations~~2025, ~~during~~a petition (the ~~year~~“Petition”) ~~ended~~was filed with the District Court of Tel Aviv-Jaffa (the “Court”) ~~December~~for ~~31,~~a ~~2024~~court order to commence insolvency proceedings under the Insolvency and Economic Rehabilitation Law, as5778 ~~compared~~– to2018 against Gix Media. The Petition was filed by a primary service provider (the ~~year~~“Service ~~ended~~Provider”) ~~December~~of 31Gix Media claiming that Gix Media owes it approximately $260,000 ~~2023~~(excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider.

~~Revenues~~On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Provider and other creditors of Gix Media that joined the Petition (collectively, the “Service Providers”) with respect to the debts owed by Gix Media to the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the ~~year~~debts ~~ended~~owed ~~December~~by Gix 31Media to the Service Providers. On July 22, ~~2024~~2025, ~~were~~pursuant ~~$26~~to the terms of the settlement agreement,~~941~~ ~~thousand~~Gix asMedia ~~compared~~paid toapproximately $~~79,613~~1.13 million ~~thousand~~to ~~for~~the Service Providers as payment in full of the ~~year~~debts ~~end~~owed ~~December~~to 31the Service Providers. As a result of such payment in full by Gix Media to the Service Providers, ~~2023~~the Petition was dismissed.

~~Our revenues from Cortex’s~~Nasdaq 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 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.Uplisting

~~Our~~On June ~~revenues~~4, ~~from~~2025, ~~Gix~~we ~~Media’s Search~~issued ~~Platform~~a ~~for~~press ~~the~~release ~~year~~announcing ~~ended~~that ~~December~~our ~~31,~~shares ~~2024~~of common stock, ~~totaled~~par value $~~4,969~~0.0001 ~~thousand~~per share were approved for listing on the Nasdaq Capital Market. Our shares of common stock began trading under the symbol “VBIX” on The Nasdaq Capital Market on June 5, ~~representing~~2025 a(the ~~decrease~~“Uplist”). Our shares of ~~$15~~common stock were previously quoted on the OTC Markets,~~500~~ ~~thousand~~Pink ~~compared~~Tier tounder the ~~$20~~symbol “VBIX”,~~469~~ ~~thousand~~and ~~for~~ceased to be quoted on the ~~year~~OTC ~~ended~~Markets, ~~December~~Pink 31Tier at the close of business on June 4, ~~2023~~2025.

~~Our revenue from Gix~~Metagramm 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. 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. 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. 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.Acquisition

~~Our revenue from Gix~~On ~~Media’s~~March ~~Search~~24, ~~Platform’s indirect model was $1~~2025,~~847~~ ~~thousand~~we ~~for~~entered ~~the~~into ~~year~~a ~~ended~~securities ~~December~~exchange ~~31,~~agreement ~~2024,~~with ~~compared~~Metagramm toand ~~$16,375 thousand for~~ the ~~year~~Metagramm ~~ended~~Shareholders ~~December~~pursuant ~~31,~~to ~~2023.~~which ~~During~~we issued to the ~~year~~Metagramm ~~ended~~Shareholders ~~December~~an ~~31,~~aggregate ~~2024,~~of ~~the~~19.99% ~~number~~ of ~~search~~our ~~referrals~~issued toand ~~the~~outstanding ~~Gix Major~~capital ~~Customer~~stock ~~conducted~~on bya ~~users~~pro ~~from~~rata ~~the~~and ~~indirect~~post-closing ~~model was 42.1 million~~basis, equal ~~as compared~~ to ~~243.0 million for the year ended December 31~~1,323,000 ~~2023.~~shares ~~The~~of ~~decrease~~our incommon ~~user~~stock ~~search referrals through the indirect model is primarily due to: (i) a decrease~~ in ~~the~~exchange ~~number~~for 100% of ~~searches~~ ~~received from Gix Media~~Metagramm’s ~~third-party~~issued ~~strategic~~and ~~partners~~outstanding ~~through~~share ~~the~~capital ~~indirect~~on ~~model mainly as~~ a ~~result of decrease in~~fully ~~the~~diluted ~~credit~~and ~~received from third~~post-~~party~~closing ~~strategic~~basis, ~~partners~~equal ~~and (ii) global changes in a main Search Engine which led~~ to ~~reductions~~718,520 ~~in search~~Metagramm ~~base~~ordinary ~~advertising budgets of Gix Media’s customers~~shares. InThe ~~order~~transaction toclosed ~~increase~~on ~~the~~March ~~revenues~~24, ~~from~~2025 ~~the~~and ~~Search~~resulted ~~Platform’s~~in ~~indirect~~Metagramm ~~model,~~becoming ~~the~~a ~~Company is planning to renew the credit received from third~~wholly-~~party~~owned ~~strategic~~subsidiary ~~partners~~of Viewbix.

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. 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.63

~~Research and development expenses~~Financing 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.Agreement

~~Sales~~Effective as of January 29, 2025, Gix Media and ~~marketing~~Leumi ~~expenses~~entered into a fifth addendum, to a certain financing agreement with Leumi for the provision of a line of credit in the ~~year~~total ~~ended~~amount ~~December~~of 31up to $3.5 million and a long-term loan totaling $6 million, ~~2024~~which Gix Media used to finance the acquisition of Cortex on October 13, ~~were~~2021 $1(the “Cortex Acquisition” and “Financing Agreement”),~~641~~ ~~thousand~~which was effective as ~~compared~~of January 29, 2025, pursuant to $2which,~~805~~ ~~thousand~~inter ~~for~~alia: (i) the ~~year~~existing ~~ended~~credit ~~December~~facility to Gix Media was extended to March 31, ~~2023.~~2025; ~~The~~(ii) ~~reason~~the repayment schedule of all outstanding obligations under the long term bank loans of Gix Media under the Financing ~~for~~Agreement, was deferred until the ~~decrease~~actual deposit by the Company in Gix Media’s account of an investment account equal to the ~~year~~amounts of ~~ended~~the ~~December~~deferred long term bank loans owned by Gix Media (the “Investment Amount”), which in any event shall be no later than March 31, ~~2024~~2025 (the “Deposit Date”); (iii) upon such deposit date, isall deferred payments shall be immediately repaid using the deposited amounts and any remaining amounts from any other sources; (iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each long term bank loan. On March 30, 2025, Gix Media and Leumi entered into a sixth additional addendum to the ~~expense~~Financing ~~reduction~~Agreement, ~~primarily~~which extended the Deposit Date until May 20, 2025. On July 8, 2025, Gix Media and Leumi entered into an agreement in ~~salaries~~respect of the Financing Agreement (the “July 2025 Repayment and Financing Agreement”), which further extended the Deposit Date until October 1, 2025. In connection with the July 2025 Repayment Financing Agreement, Gix Media agreed to repay $2.4 million to Leumi by October 1, 2025. In addition, in connection with the ~~Content~~July ~~Platforms~~2025 Repayment Financing Agreement, as of October 1, 2025, Bank Leumi shall grant to Gix Media a loan in an amount equal to Gix Media’s then-current outstanding principal portion of the loan plus interest, fees and expenses. The loan shall accrue interest at Bank Leumi’s applicable rate as ~~compared~~of October 1, 2025, shall be repaid on a monthly basis and shall have a term of 24 months. During July 2025, Gix Media repaid a total of $2.4 million to Bank Leumi in accordance with the ~~year~~July ~~ended~~2025 ~~December~~Repayment 31and Financing Agreement. On July 10, ~~2023~~2025, Gix Media received a new loan in the amount of $1.56 million to be repaid in 24 consecutive monthly payments beginning in October 2025, at an annual interest rate of SOFR + 4.92%.

~~General and administration expenses~~Cortex ~~for~~Adverse the year ended December 31, 2024, were $2,268 thousand as compared to $2,877 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, rental and headquarters expenses in the year ended December 31, 2024, as compared to the year ended December 31, 2023.Effect

60On November 9, 2025, Gix Media completed the Cortex Sale, which resulted in Cortex ceasing to be a consolidated indirect subsidiary of the Company and a direct, majority-owned subsidiary of Gix Media. In addition, Cortex is presented as discontinued operations in the Company’s audited consolidated financial statements for the years ended December 31, 2025 and 2024. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Sale of Cortex” above.

~~Our~~Prior to ~~depreciation~~the ~~and~~Cortex ~~amortization expenses~~Sale, ~~for~~in April 2024, the ~~year~~Company ~~ended~~was ~~December~~informed ~~31,~~by ~~2024~~Cortex, ~~were~~that ~~$3,012~~certain ~~thousand,~~recent developments relating to publishers that are categorized by a ~~slight~~number ~~increase~~of programmatic advertisers as ~~compared~~“Made for Advertising” (“MFA”) sites, including decisions made by leading media programmatic advertisers to $2prioritize different media categories and implement publishing restrictions in connection with MFA,~~952~~ ~~thousand~~have ~~during~~materially affected Cortex’s business and operations. In connection with the ~~same~~foregoing, a significant customer of ~~period~~Cortex notified Cortex that in light of the ~~prior~~foregoing ~~year~~changes relating to MFA that customer decided to stop advertising on Cortex’s Websites, which decision significantly and negatively impacted Cortex’s future revenue streams (the “Cortex Adverse Effect”).

AConsolidated ~~goodwill~~Results ~~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).Operations

~~Our other expenses were $34 thousand~~Following ~~for~~ the ~~year~~Cortex ~~ended~~Sale, ~~December~~Cortex ~~31,~~is ~~2024,~~presented ~~compared~~as todiscontinued $0operations ~~during~~in the ~~year~~Company’s ~~ended~~audited ~~December~~consolidated ~~31,~~financial ~~2023.~~statements In for the ~~year~~years ended December 31, ~~2024,~~2025 ~~the Company’s~~and ~~recorded~~2024. ~~other~~For ~~expenses~~additional ~~mainly~~information, ~~due~~see ~~to professional expenses incurred in connection with the Company~~“Management’s ~~planned~~Discussion ~~Uplist which~~and ~~was~~Analysis ~~offset~~of Financial byCondition ~~other~~and ~~income~~Results ~~mainly~~of ~~due~~Operations—Recent toDevelopments—Sale ~~Gix~~of ~~Media and~~ Cortex” ~~receiving~~above ~~governmental~~and ~~grants~~Note ~~from~~3 ~~the~~to ~~Israel Tax Authority in relation~~our toconsolidated ~~the~~financial ~~“Iron Swords” war~~statements.

~~Our net financial expense was~~Results ~~$2,764~~of ~~thousand~~Operations ~~for~~during the year ended December 31, ~~2024~~2025, as compared to ~~net financial expense of $1,281 thousand for~~ the year ended December ~~31,~~ ~~2023. 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~~Revenues ~~thousand~~ for the year ended December 31, ~~2024~~2025, aswere ~~compared to~~ $661,569 thousand ~~income~~a ~~tax~~decrease ~~benefit~~of ~~for~~$3,400 ~~the~~thousand ~~year~~as ~~ended~~compared ~~December~~to 31$4,969 ~~2023.~~thousand ~~The reason~~ for the ~~increase in our income tax benefit during the~~ year end ~~ended~~ December 31, 2024~~, is due to the decrease in income before tax~~.

~~Liquidity and Capital Resources~~64

AsOur revenue offrom ~~December~~Gix ~~31,~~Media’s ~~2024,~~Search wePlatform’s ~~had current~~direct ~~assets~~model ofwas $71,~~752~~518 thousand ~~consisting~~for ofthe year ended December 31, 2025, compared to $~~624~~3,200 thousand infor ~~cash~~the ~~and~~year ~~cash~~ended ~~equivalents~~December 31, ~~$58~~2024. ~~thousand~~During inthe ~~restricted~~year ~~deposits~~ended December 31, $12025,~~832~~ the number of search referrals to the ~~thousand~~Gix inMajor ~~accounts~~Customer ~~receivable~~conducted by users from the direct model was 21.51 million, $compared to 55.1 million for the year ended December 31,~~257~~ 2024. ~~thousand~~The decrease in ~~other~~user ~~current~~search ~~assets~~referrals is primarily due to changes and $3updates in internet browsers’ technology,~~981~~ ~~thousand~~which inhave reduced the ~~loan~~scale of distribution of the Company’s products through the direct model. The Company anticipates that its revenues from add-ons to ~~our~~internet ~~parent~~browsers ~~company,~~will continue to decrease due to changes and updates in ~~accordance~~internet browsers’ technology while its ~~with~~revenues from the ~~Second~~Search ~~Loan~~to ~~Agreement,~~Search asmodel ~~defined~~will ~~below~~increase.

AsOur revenue offrom Gix Media’s Search Platform’s indirect model was $25 thousand for the year ended December 31, 2025, compared to $1,769 thousand for the year ended December 31, 2024. During the year ended December 31, we2025, ~~had non-current~~the ~~assets~~number of ~~$14~~search referrals to the Gix Major Customer conducted by users from the indirect model was 0.5 million,~~322~~ ~~thousand~~as ~~consisting~~compared ofto ~~$63~~42.1 ~~thousand~~million infor ~~deferred~~the year ~~taxes~~ended December 31, ~~$164~~2024. ~~thousand~~The decrease in ~~property~~user ~~and~~search ~~equipment~~referrals ~~net,~~through ~~$9,552~~the indirect model is primarily due to: (i) a decrease ~~thousand~~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 ~~intangible~~the ~~assets~~credit ~~net~~received from third-party strategic partners and $4(ii) global changes in a main Search Engine which led to reductions in search base advertising budgets of Gix Media’s customers. In order to increase the revenues from the Search Platform’s indirect model,~~579~~ ~~thousand~~the Company engaged with new third-party strategic partners in ~~goodwill~~2025.

AsTraffic ofacquisition and related costs for the year ended December 31, ~~2024~~2025, ~~we had~~ were $~~12,929~~297 thousand, ina ~~current~~decrease ~~liabilities consisting~~ of $51,~~935~~433 thousand inas ~~accounts~~compared ~~payable,~~to $~~812~~1,730 thousand infor ~~other~~the ~~payables,~~year $5ended December 31,~~374~~ ~~thousand in~~2024. ~~short~~The ~~term~~reason ~~loans~~for the ~~and~~decrease ~~current~~in ~~maturities~~the ofyear aended ~~long-term~~December ~~loans~~31, ~~$29~~2025, ~~thousand~~is due to the decrease in ~~embedded~~revenues ~~derivatives~~as ~~and~~compared ~~$779~~to ~~thousand~~the inyear ~~short-term~~ended December 31, 2024, ~~convertible~~as ~~loans~~mentioned above.

AsResearch ofand development expenses for the year ended December 31, ~~2024~~2025, wewere ~~had~~ $~~1,638~~69 thousand inas ~~non-current~~compared ~~liabilities~~to ~~consisting of~~ $~~496~~830 thousand ~~long-term~~for ~~loans~~the ~~and~~year $1ended December 31,~~142~~ ~~thousand~~2024. The reason for the decrease in ~~deferred~~the ~~taxes~~year ended December 31, 2025 is due to the expense reduction primarily in salaries and professional services during the year ended December 31, 2025.

AsSales ofand ~~December~~marketing ~~31,~~expenses ~~2023,~~for wethe ~~had current~~year ~~assets~~ended ofDecember ~~$17~~31,~~805~~ ~~thousand~~2025, ~~consisting of~~ were $~~1,774~~100 thousand inas ~~cash~~compared ~~and~~to ~~cash equivalents,~~ $~~149~~309 thousand infor ~~restricted~~the ~~deposits,~~year ~~$11~~ended December 31,~~359 thousand~~ in2024. ~~accounts~~The ~~receivable,~~reason ~~$973~~for ~~thousand~~the decrease in ~~other~~the ~~current~~year ~~receivables~~ended ~~and~~December 31, $32025,~~752~~ ~~thousand~~is indue to the ~~loan~~expense toreduction ~~our~~primarily ~~parent~~in ~~company~~salaries, ~~in accordance~~as ~~with~~compared to the ~~Second~~year ~~Loan~~ended ~~Agreement~~December 31, ~~as defined below~~2024.

AsGeneral ofand administration expenses for the year ended December 31, ~~2023~~2025, ~~we had~~ ~~non-current~~were ~~assets of~~ $251,~~477~~625 thousand ~~consisting~~as ofcompared to $~~147~~1,853 thousand infor ~~deferred~~the ~~taxes~~year ended December 31, ~~$397~~2024. ~~thousand~~The reason for the decrease in ~~operating~~the ~~lease~~year ~~right-of-use~~ended December ~~assets~~31, ~~$245~~ ~~thousand~~2025, is due to expense reduction primarily in ~~property~~salaries, rental and ~~equipment~~headquarters ~~net~~expenses, ~~$12,434~~offset ~~thousand~~by an increase due to higher professional services expenses in ~~intangible~~the ~~assets,~~period ~~net~~following ~~and~~the ~~$12~~Uplist in the year ended December 31,~~254~~ ~~thousand~~2025, inas ~~goodwill~~compared to the year ended December 31, 2024.

AsOur ofdepreciation ~~December~~and ~~31,~~amortization ~~2023,~~expenses wefor ~~had $19,773~~the ~~thousand~~year inended ~~current~~December 31, ~~liabilities~~2025, ~~consisting~~were of $~~12,359~~848 thousand ~~in accounts payable~~, ~~$889~~a ~~thousand~~slight inincrease ~~other~~as ~~payables,~~compared to $~~6,440~~813 thousand in ~~short~~during ~~term~~the ~~loans~~same ~~and~~period ~~current maturities of a long-term loan and $85 thousand~~ in ~~operating~~the ~~lease~~prior ~~liabilities~~year.

61Our other expenses were $814 thousand for the year ended December 31, 2025, compared to $271 during the year ended December 31, 2024. Other expenses for the year ended December 31, 2025, were primarily related to costs incurred in connection with the Uplist and registration for the resale of the Company’s common stock. Other expenses for the year ended December 31, 2024, were primarily related to costs incurred in connection with the Uplist which were offset by other income attributable to governmental grants received by Gix Media from the Israel Tax Authority in connection with the war in Israel.

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.65

WeOur ~~had~~net afinancial ~~negative~~expense ~~working~~was ~~capital of~~ $511,~~177~~253 thousand for the year ended December 31, 2025, as compared to anet ~~negative~~financial ~~working~~expense ~~capital~~ of $12,~~968~~610 thousand asfor ofthe year ended December 31, 2024,. ~~and~~The reason for the increase during the year ended December 31, ~~2023~~2025 is mainly attributable to financing expenses related to financial instruments arising from facility agreements entered into during June and July 2024, ~~respectively~~which are measured at fair value.

~~During~~Our ~~the~~income ~~fiscal~~tax ~~year~~benefit ~~ended December~~was ~~31, 2024, we had positive cash flow from operations of~~ $~~1,543~~39 thousand ~~as compared to positive cash flow from operations of $934 thousand during the year ended December 31, 2023. 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~~2025,~~546~~ ~~thousand during the year ended December 31, 2024~~ as compared to ~~the year ended December 31, 2023 due~~ to ~~improvement~~$131 inthousand ~~customer~~income ~~collection~~tax ~~days,~~expense ~~mainly in the Content Platform; (ii) an increase in the net loss~~ for the year ended December 31, 2024. inThe anreason ~~amount~~for ~~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~~our ~~to reconcile net~~ income ~~to net cash provided~~ bytax ~~operating~~benefit ~~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~~2025, ~~2023~~is ~~and~~ due to athe ~~loss~~decrease ~~from loan modifications~~ in ~~the~~income ~~amount~~before ~~of $1,914 thousand during the year ended December 31, 2024~~tax.

~~During~~Net ~~the~~loss ~~fiscal~~from discontinued ~~year~~operations ~~ended~~decreased ~~December 31,~~by ~~2024~~$3,111 wethousand ~~had~~to $17,417 thousand ~~negative~~in ~~cash~~the ~~flow~~year ~~from~~ended ~~investing~~December ~~activities~~31, 2025, as compared to $16 10,528 thousand ~~negative~~for ~~cash~~the ~~flow~~year ~~from~~ended ~~investing~~December 31, 2024. For further details regarding the amounts recorded in respect of discontinued ~~activities~~operations ~~during~~in the ~~year~~years ended December 31, ~~2023~~2025 and 2024, please refer to note 3 to our consolidated financial statements.

~~During the fiscal year ended~~Liquidity 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. The reason for the decrease in the year ended December 31, 2024 is due to: (i) repayment of long-term bank loans in the amount of $510 thousand during the year ended December 31, 2024 as compared to $1,811 thousand during the year ended December 31, 2023, due to the fact that in the year ended December 31, 2024 certain payments in connection with the Financing Agreement were deferred; (ii) a decrease due to the fact that in the year ended December 31, 2023 an amount of $2,625 thousand was paid by Gix Media to non-controlling interests in connection with the purchase of 10% of Cortex’s share capital; (iii) negative changes net in the Company’s short-term bank loans in amount of $3,032 thousand during the year ended December 31, 2024 as compared to $0 thousand during the year ended December 31, 2023 and ~~(iv)~~Capital 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.Resources

~~There~~As of ~~are~~December no31, ~~limitations~~2025, inwe ~~the Company’s~~had ~~Certificate~~current assets of ~~Incorporation~~$1,652 onthousand ~~the~~consisting ~~Company’s~~of ~~ability~~$1,018 tothousand ~~borrow~~in ~~funds~~cash orand ~~raise~~cash ~~funds~~equivalents, ~~through~~$20 ~~the~~thousand in ~~issuance~~restricted ofdeposits, ~~shares of~~$315 ~~its~~thousand ~~common~~in ~~stock~~accounts toreceivable ~~affect~~and a$299 ~~business~~thousand ~~combination~~in other current assets.

~~Gix Media has provided several~~As ~~liens~~of ~~under~~December ~~the~~31, ~~Financing~~2025, ~~Agreement~~we ~~with~~had ~~Leumi~~non-current inassets ~~connection~~of ~~with~~$9,105 ~~the~~thousand ~~Cortex~~consisting ~~Transaction,~~of as$12 ~~follows:~~thousand ~~(1)~~in adeferred ~~floating~~taxes, ~~lien~~$56 onthousand ~~Gix~~in ~~Media’s~~property ~~assets;~~and ~~(2)~~equipment anet, ~~lien~~$600 onthousand ~~Gix Media’s bank account~~ in ~~Leumi;~~financial ~~(3)~~assets ameasured ~~lien~~at oncost ~~Gix~~method, ~~Media’s~~$2,045 ~~rights~~thousand ~~under~~in ~~the Cortex Transaction; (4)~~intangible aassets ~~fixed~~net ~~lien on Gix Media’s intellectual property;~~ and ~~(5)~~$6,392 athousand ~~lien on all of Gix Media’s holdings~~ in ~~Cortex~~goodwill.

~~The~~As ~~Company~~of ~~has~~December ~~also~~31, ~~provided several~~2025, ~~liens~~we ~~under~~had ~~the~~$4,063 ~~Financing~~thousand ~~Agreement with Leumi~~ in ~~connection~~current ~~with the Cortex Transaction, as follows: (1) a guarantee to Leumi~~liabilities ofconsisting ~~all~~ of ~~Gix~~$1,204 ~~Media’s~~thousand ~~obligations~~in ~~and~~accounts ~~undertakings~~payable, to$951 ~~Leumi~~thousand ~~unlimited~~ in ~~amount;~~other ~~(2)~~payables, a$1,041 ~~subordination~~thousand ~~letter~~in ~~signed~~short byterm ~~the~~loans ~~company to~~and ~~Leumi;~~current ~~(3) A first ranking all asset charge over all~~ maturities of ~~the~~a ~~assets~~long-term ofloans ~~the Company;~~ and ~~(4)~~$867 athousand ~~Deposit~~in ~~Account~~short-term ~~Control~~convertible ~~Agreement over the Company’s bank accounts~~loans.

~~According~~As toof ~~the~~December ~~Financing~~31, ~~Agreement~~2025, ~~Gix~~ ~~Media~~we ~~undertook~~had to$1,705 ~~meet~~thousand ain ~~financial~~non-current ~~covenant~~liabilities consisting ~~over the life~~ of ~~the~~$586 ~~loans.~~thousand Aslong-term ~~of December 31~~loans, ~~2024,~~$793 ~~Gix~~thousand ~~Media~~in isearn inout ~~compliance~~liability ~~with the~~and ~~financial~~$326 ~~covenant~~thousand in ~~connection~~deferred ~~with the Financing Agreement~~taxes.

62As of December 31, 2024, we had current assets of $7,752 thousand consisting of $24 thousand in cash and cash equivalents, $30 thousand in restricted deposits, $557 thousand in accounts receivable, $775 thousand in other current assets, $2,385 thousand in current assets of discontinued operations and $3,981 thousand in the loan to our parent company, in accordance with the Second Loan Agreement, as defined below.

~~Going~~As ~~Concern~~of December 31, 2024, we had non-current assets of $14,214 thousand consisting of $56 thousand in deferred taxes, $17 thousand in property and equipment net, $1,886 thousand in intangible assets net, $1,083 thousand in goodwill and $11,172 thousand in non-current assets of discontinued operations.

~~During~~As ~~the~~of ~~period ended~~ December 31, 2024, we ~~experienced~~had a$12,929 ~~decrease~~thousand in ~~revenues~~current ~~from~~liabilities consisting ~~digital~~of ~~content due to Cortex Adverse Effect~~$2,442 inthousand ~~addition decrease~~ in ~~revenues~~accounts ~~from search segment due lower user traffic acquired from third party advertising platforms~~payable, an$597 ~~industry-wide~~thousand ~~reduction~~ in ~~advertising~~other ~~budgets~~payables, ~~changes~~ ~~and updates to internet browsers~~$4,544 ~~which~~thousand ~~adversely~~in ~~impacted~~short ~~our~~term ~~ability~~loans toand ~~acquire~~current ~~traffic~~maturities of ina ~~the~~long-term ~~search segment~~loans, ~~and~~$29 athousand ~~decrease~~ in ~~revenues~~embedded ~~from~~derivatives, ~~routing~~$779 ofthousand ~~traffic~~in ~~acquired from third~~short-~~party~~term ~~strategic~~convertible ~~partners~~loans inand ~~the search segment~~$4,538 ~~due~~thousand toin ~~lack~~current liabilities of ~~availability~~discontinued ~~of supplier credit from such partners~~operations.

As ~~a result~~ of ~~such decreases, for the year ended~~ December 31, 2024, we ~~recorded~~had ~~an operating loss of~~ $111,~~555~~530 ~~compared~~thousand toin ~~$7,442~~non-current ~~during the year ended December 31, 2023,~~liabilities ~~and~~consisting ~~a net loss~~ of $~~14,106~~496 ~~compared~~thousand tolong-term $8loans,~~687~~ ~~during the year ended December 31, 2023. As of 31 December, 2024, we had cash and cash equivalents~~ $~~624,~~222 ~~bank~~thousand ~~loans~~in ofdeferred ~~$5,528~~taxes and ~~an accumulated deficit of~~ $~~22,714.~~812 ~~Such~~thousand ~~a decline~~ in ~~revenues raise a substantial doubt about our ability to continue as a going concern during the 12~~non-~~month~~current ~~period~~liabilities ~~following the issuance date~~ of ~~our consolidated financial statements for the~~discontinued ~~year ended December 31, 2024~~operations.

~~Our management’s plans to~~We ~~address~~had 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~~negative ~~placement~~working ~~and~~capital ~~facility~~of ~~agreements. In addition~~$2,411 wethousand ~~also~~as ~~plan~~of toDecember ~~uplist our common stock to a national securities exchange~~31, ~~which~~2025, inas ~~accordance~~compared ~~with these agreements, it expected~~ to ~~provide additional funding. Furthermore, our subsidiaries entered into an addendum to~~ a ~~loan~~negative ~~agreement~~working ~~with~~capital ~~Bank~~of ~~Leumi~~$5,177 ~~deferring~~thousand ~~loan~~as ~~repayments~~of ~~and~~December ~~securing short-term credit lines. However~~31, ~~there is significant uncertainty whether we will be successful in accomplishing our plans or we will be able to obtain sufficient funds when needed~~2024.

~~Our~~During the ~~consolidated~~fiscal ~~financial~~year ~~statements~~ended December 31, 2025, we had negative cash flows from operating activities of continuing operations of $2,769 thousand doas ~~not~~compared ~~include~~to ~~any~~positive ~~adjustments~~cash ~~that~~flows ~~might~~from beoperating ~~necessary~~activities ifof continuing operations of $1,400 thousand during the ~~Company~~year ended December 31, 2024. The reason for the decrease in the year ended December 31, 2025 is ~~unable~~due to: ~~continue~~(i) a decrease in changes in assets and liabilities items in an amount of $760 thousand during the year ended December 31, 2025 as acompared ~~going~~an ~~concern~~increase in the amount of $2,042 thousand during the year ended December 31, 2024 mainly due to fact that Gix Media paid approximately $1.13 million to the Service Providers as part of the settlement agreement, and (ii) an increase in the net loss continuing operations for the year ended December 31, 2025 in an amount of $9,820 thousand as compared to the year ended December 31, 2024 due to the decrease in the company’s revenues.

~~Availability~~During the fiscal year ended December 31, 2025, we had negative cash flows from operating activities of ~~Additional~~discontinuing operations ~~Capital~~of $694 thousand as compared to positive cash flows from operating activities of discontinuing operations of $143 thousand during the year ended December 31, 2024.

Our potential financing transactions may include the issuance of equity and/or debt securities including convertible debt, obtaining credit facilities, or other financing mechanisms. In the event that we seek to raise funds through additional private placements of equity or convertible debt, the trading price of our common stock could be adversely affected. Further, any adverse conditions in the financial markets could make it more difficult to obtain future financing through the issuance of equity or debt securities when and if needed. Even if we are able to raise a sufficient amount of funds that may be required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek additional and/or alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we may have to curtail our plan of operations.66

~~Critical~~During ~~Accounting~~the ~~Policies~~fiscal year ended December 31, 2025, we had $151 thousand negative ~~and~~cash ~~Estimates~~flow from investing activities of continuing operations as compared to $0 thousand cash flow from investing activities of continuing operations during the year ended December 31, 2024. The decrease in the cash flow from investing activities of continuing operations is due to net cash from the sale of Cortex shares.

~~Our~~During ~~significant~~the fiscal ~~accounting~~year ~~policies are~~ended ~~summarized~~December in31, ~~note~~2025, 2we tohad ~~our~~$0 ~~consolidated~~thousand ~~financial~~cash ~~statements.~~flow Wefrom ~~identify~~investing ~~here~~activities aof ~~number~~discontinuing operations as compared to $1 thousand negative cash flow from investing activities of ~~policies~~discontinuing ~~that~~operations ~~entail~~during ~~significant~~the ~~judgments or~~year ~~estimates~~ended byDecember ~~management~~31, 2024.

~~Business~~During ~~Combination~~the -fiscal ~~Reorganization~~year ended December 31, 2025, we had $3,800 thousand ~~Transaction~~positive cash flow from financing activities of continuing operations as compared to $2,113 thousand negative cash flow from financing activities of continuing operations during the year ended December 31, 2024. The increase was primarily attributable to proceeds of $2,222 thousand from the exercise of warrants in connection with facility agreements and a private placement, $4,023 thousand received under the July 2025 Purchase Agreement, net repayments of bank loans and convertible loans, which totaled $2,441 thousand compared to $2,242 thousand net repayments of bank loans and convertible loans during the year ended December 31, 2024.

~~See~~During the fiscal year ended December 31, 2025, we had $170 thousand positive cash flow from financing activities ~~note~~of 1Bdiscontinuing operations as compared to ~~our~~$670 ~~consolidated~~thousand ~~financial~~negative ~~statements~~cash flow from financing activities of discontinuing operations during the year ended December 31, 2024.

~~The~~There ~~Company~~are ~~allocates~~no ~~the~~limitations ~~purchase~~in ~~price of tangible and intangible assets acquired, and liabilities assumed by~~ the ~~Ultimate~~Company’s ~~Parent~~Certificate as of ~~March~~ 1,Incorporation ~~2022, based~~ on ~~estimated fair values, with any residual of~~ the ~~purchase~~Company’s ~~price~~ability ~~recorded as goodwill. Third party appraisal firms and other consultants are engaged~~ to ~~assist~~borrow ~~management~~funds inor ~~determining~~raise ~~the fair values of certain assets acquired and liabilities assumed.~~funds ~~Different~~through ~~valuations approaches are used to value different types of intangible assets. The Company primarily uses~~ the ~~income~~issuance ~~approach in the valuation~~ of ~~intangible~~shares ~~assets. The income approach to valuation is based on the present value~~ of ~~future~~its ~~cash~~common ~~flows~~stock ~~attributable~~ to ~~each~~affect ~~identifiable~~a ~~intangible~~business ~~asset~~combination. This approach to valuation requires management to make significant estimates and assumptions including but not limited to: discount rates, future cash flows, technology, and customer relationships. These estimates are based on historical experience and information obtained from the management of the acquired companies and are inherently uncertain.

63Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a floating lien on Gix Media’s assets; (2) a lien on Gix Media’s bank account in Leumi; (3) a lien on Gix Media’s rights under the Cortex Transaction; (4) a fixed lien on Gix Media’s intellectual property; and (5) a lien on all of Gix Media’s holdings in Cortex.

~~Impairment~~The Company ~~test~~has ~~for~~also ~~Goodwill~~provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a guarantee to Leumi of all of Gix Media’s obligations and undertakings to Leumi unlimited in amount; (2) a subordination letter signed by the company to Leumi; (3) A first ranking all asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Company’s bank accounts.

~~Goodwill~~According ~~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. We have~~ the ~~option~~Financing toAgreement, ~~first~~Gix ~~assess~~Media ~~qualitative~~undertook ~~factors~~ to ~~determine~~meet ~~whether it~~a isfinancial ~~“more~~covenant ~~likely~~over ~~than not” that~~ the ~~fair~~life ~~value~~ of ~~a reporting unit is less than its carrying value as a basis for determining if it is necessary to perform~~ the ~~quantitative~~loans. ~~goodwill~~As ~~impairment~~of ~~test.~~December ~~However~~31, ~~if we conclude otherwise~~2025, ~~we are required to perform~~Gix ~~the~~Media ~~quantitative~~is ~~impairment~~in ~~test~~compliance bywith ~~calculating~~ the ~~fair~~financial ~~value~~covenant ofin ~~the~~connection ~~reporting~~with ~~unit~~the ~~and~~Financing ~~comparing it against its carrying value~~Agreement.

WeGoing ~~have two reporting units to which goodwill was allocated: the Search Platform and the Content Platform.~~Concern

~~For~~During ~~both~~the ~~reporting~~period ~~units~~ended December 31 2025, we ~~performed~~experienced ~~the~~a ~~quantitative~~decrease ~~impairment~~in ~~test.~~its Inrevenues ~~estimating~~from the ~~fair~~Search ~~value~~Platforms ofand ~~our~~Cortex’s ~~reporting~~digital ~~units,~~content platform weas ~~used~~a ~~the income~~result ~~approach,~~of ~~which~~the ~~requires~~Cortex usAdverse toEffect, ~~make~~a ~~significant~~decrease ~~estimates~~in ~~and~~user ~~assumptions~~traffic ~~related~~acquired tofrom ~~future~~third ~~cash~~party ~~flows~~advertising ~~and~~platforms, ~~discount~~an ~~rates. Changes~~industry-wide decrease in ~~these~~advertising ~~estimates~~budget, changes and ~~assumptions~~updates ~~could~~to ~~have~~internet abrowsers’ ~~significant~~technology, ~~impact~~which onadversely impacted the ~~fair~~Company’s ability ~~value~~to ofacquire traffic in the ~~reporting~~Search ~~units.~~Segment Ifand ~~the~~a ~~fair~~decrease ~~value~~in ~~exceeds the~~revenues ~~carrying~~from ~~value,~~routing noof ~~further~~traffic ~~evaluation~~acquired isfrom ~~required,~~third-party ~~and~~strategic partners noin ~~impairment~~the ~~loss~~Search isSegment, ~~recognized.~~as Ana ~~impairment~~result ~~charge~~of ~~would~~lack beof ~~recognized to~~availability ~~the~~of ~~extent~~suppliers ~~the~~credit ~~carrying~~from ~~value~~such ofthird ~~the~~party ~~reporting~~strategic ~~unit~~partners. ~~exceeds~~As a result of the ~~reporting~~foregoing, ~~unit~~the Company’s ~~fair~~operations ~~value~~were adversely affected.

As a result of such decreases, for the year ended December 31, ~~2024~~2025, we recorded an operating loss from continuing operations of $2,184 thousand acompared ~~goodwill~~to ~~impairment~~$837 thousand during the year ended December 31, 2024, and a net loss inof $20,815 thousand compared to $14,106 thousand during the ~~amount~~year ended December 31, 2024. As of December 31, 2025, we had cash and cash equivalents $71,~~675~~018 thousand, bank loans and convertible loans of $2,494 thousand and an accumulated deficit of $46,047 thousand. Such a decline in revenues raise a substantial doubt about our ability to continue as a going concern during the 12-month period following the issuance date of our consolidated financial statements for the ~~Content~~year ~~Platform~~ended ~~reporting~~December ~~unit~~31, 2025.

~~ITEM~~Management’s response 7Ato these conditions included reduction of salaries and related expenses and reduction of professional services in the research and development, selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well as creation of new partnerships and other new income sources. ~~QUANTITATIVE~~In ~~AND~~addition, ~~QUALITATIVE~~the ~~DISCLOSURE~~company ~~ABOUT~~entered ~~MARKET~~into ~~RISK~~the facility agreements and a private placement, through which it has raised capital. Additionally, following the consummation of the Uplist, the Company received additional funds from the exercise of warrants and the receipt of additional loans in connection with a private placement and facility agreements. Furthermore, on July 14, 2025, the Company closed the July 2025 Private Placement with certain accredited investors, pursuant to which the Company received gross proceeds of $4.5 million. In addition, on March 4, 2026, the Company closed the November 2025 Private Placement with certain accredited investors, pursuant to which the Company received gross proceeds of $1.4 million. However, there is significant uncertainty as to whether the Company will be able to secure additional funds when needed.

~~Not~~Our consolidated ~~required~~financial ~~for~~statements ~~smaller~~do ~~reporting~~not include any adjustments that might be necessary if the Company is unable to continue as a going ~~companies~~concern.

6467

~~ITEM~~Availability of 8.Additional ~~FINANCIAL STATEMENTS~~Capital

~~VIEWBIX~~Our potential ~~INC~~financing transactions may include the issuance of equity and/or debt securities including convertible debt, obtaining credit facilities, or other financing mechanisms. In the event that we seek to raise funds through additional private placements of equity or convertible debt, the trading price of our common stock could be adversely affected. Further, any adverse conditions in the financial markets could make it more difficult to obtain future financing through the issuance of equity or debt securities when and if needed. Even if we are able to raise a sufficient amount of funds that may be required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek additional and/or alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we may have to curtail our plan of operations.

~~CONSOLIDATED~~Critical Accounting ~~FINANCIAL~~Policies ~~STATEMENTS~~and Estimates

~~DECEMBER~~Our significant ~~31,~~accounting ~~2024~~policies are summarized in note 2 to our consolidated financial statements. We identify here a policy that entail significant judgments or estimates by management.

~~CONTENTS~~Business Combination - Metagramm acquisition

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1197)	F-2
Consolidated Balance Sheets	F-5
Consolidated Statements of Operations	F-7
Consolidated Statements of Changes in Shareholders’ Equity	F-8
Consolidated Statements of Cash Flows	F-10
Notes to the Consolidated Financial Statements	F-12

See notes 1C and 8C to our consolidated financial statements.

F-In March 24, 2025 (the “acquisition date”), the Company completed the acquisition of 100% of the issued and outstanding share capital of Metagramm for a total consideration of $6.17 million, of which $1,010 thousands was recorded as contingent consideration related to a potential earn-out provision, which is based on achieving certain financing and revenue milestones of Metagramm during the years of the earn-out provision terms.

~~REPORT~~The OFtransaction ~~INDEPENDENT~~was ~~REGISTERED~~accounted ~~PUBLIC~~for ~~ACCOUNTING~~as ~~FIRM~~ a business combination in accordance with ASC 805 “Business Combinations”. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values which primarily consisted of technology, customer relationships and goodwill intangible assets of $550 thousands, $390 thousands and $5,309 thousands, respectively (collectively the “Intangible Assets”). In addition, the Company estimated the fair value of the contingent consideration (“Earn-out Liability”) of $1,010 thousands as of the acquisition date.

ToThird party appraisal firms and other consultants are engaged to assist management in determining the ~~Stockholders~~fair values of the Intangible Assets and ~~Board~~Earn-out Liability. The Company primarily uses the income approach in the valuation of ~~Directors~~intangible assets and uses the Monte Carlo Method in the valuation of ~~Viewbix~~the Earn-Out Liability. The income approach to valuation is based on the present value ~~Inc~~of future cash flows attributable to each identifiable intangible asset. This approach to valuation requires management to make significant estimates and assumptions including but not limited to: discount rates, future cash flows, technology, and customer relationships. The Monte Carlo Method requires management to make significant estimates and assumptions including but not limited to: discount rates, future cash flows and other management’s estimates. These estimates are based on historical experience and information obtained from the management of the company and the acquired company and are inherently uncertain.

~~Opinion~~ITEM 7A. onQUANTITATIVE ~~the~~AND ~~Financial~~QUALITATIVE ~~Statements~~DISCLOSURE ABOUT MARKET RISK

WeAs a ~~have audited the accompanying consolidated balance sheets of Viewbix Inc. and its subsidiaries (the~~ “~~Company”) as~~smaller ofreporting December 31, 2024, and 2023 and the related consolidated statements of operations, changes in shareholder’s equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statementscompany”). ~~In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company~~ as ofdefined ~~December~~by ~~31,~~Item ~~2024,~~10 ~~and 2023, and the results~~ of ~~its~~Regulation ~~operations and its cash flows for each of the two years in the period ended December 31~~S-K, ~~2024,~~we inare ~~conformity~~not ~~with~~required ~~accounting~~to ~~principles~~provide ~~generally~~this ~~accepted in the United States of America~~information.

~~Going Concern~~68

~~The accompanying financial~~ITEM ~~statements have been prepared assuming that the Company will continue as a going concern~~8. AsFINANCIAL discussed in Note 1G to the financial statements, the decrease in revenues and cash flows from operations may result in the Company’s inability to repay its debt obligations during the 12-month period following the issuance date of these financial statements. Management’s plans in regard to these matters are also described in Note 1G. These conditions raise a substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. STATEMENTS

~~Basis for Opinion~~VIEWBIX INC.

~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express~~CONSOLIDATED anFINANCIAL opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.STATEMENTS

~~We conducted our audits in accordance with the standards~~DECEMBER ~~of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement~~31, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.2025

~~F-2~~CONTENTS

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1197)	F-2

Consolidated Balance Sheets	F-4

Consolidated Statements of Operations	F-6

Consolidated Statements of Changes in Shareholders’ Equity	F-7

Consolidated Statements of Cash Flows	F-9

Notes to the Consolidated Financial Statements	F-12

~~Critical Audit Matter~~F-1

~~The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements~~REPORT ~~that~~OF ~~was~~INDEPENDENT ~~communicated~~REGISTERED orPUBLIC ~~required~~ACCOUNTING to be communicated to the board of directors and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.FIRM

~~Goodwill~~To ~~Impairment~~the –Stockholders ~~Digital Content Reporting Unit– Refer to Note 2Q~~ and 6BBoard toof ~~the~~Directors ~~Consolidated~~of ~~Financial~~Viewbix ~~Statements~~Inc.

~~Critical~~Opinion ~~Audit~~on ~~Matter~~the ~~Description~~Financial Statements

~~The~~We ~~Company’s~~have ~~quantitative~~audited ~~goodwill~~the ~~impairment~~accompanying ~~test~~consolidated ~~involves~~balance sheets of Viewbix Inc. and its subsidiaries (the ~~comparison~~“Company”) as of December 31, 2025, and 2024 and the ~~fair~~related ~~value~~consolidated statements of ~~each~~operations, ~~reporting~~changes ~~unit to~~in ~~its~~shareholder’s ~~carrying~~equity ~~value.~~and Incash ~~estimating~~flows for each of the ~~fair~~two ~~value~~years ofin the ~~digital~~period ~~content~~ended ~~reporting~~December 31, ~~unit~~2025, and the ~~Company~~related ~~used~~notes (collectively referred to as the ~~income~~“financial ~~approach~~statements”). ~~method~~In our opinion, the financial statements ~~which~~present ~~requires~~fairly, ~~management~~in toall ~~make~~material ~~significant~~respects, ~~estimates~~the financial position of the Company as of December 31, 2025, and ~~assumptions~~2024, ~~related~~and tothe ~~future~~results of its operations and its cash flows ~~and~~for ~~discount~~each ~~rates.~~of ~~Any~~the ~~excess~~two ~~carrying value~~years ~~over~~in the ~~applicable~~period ~~fair~~ended ~~value~~December is31, ~~recognized~~2025, asin ~~impairment~~conformity with accounting principles generally accepted in the United States of America.

~~F-3~~Going Concern

~~During~~The ~~2024,~~accompanying financial statements have been prepared assuming that the Company ~~recognized~~will ancontinue ~~impairment~~as ~~loss~~a ofgoing $7concern.7 ~~million~~As ~~for~~discussed in Note 1I to the ~~digital~~financial ~~content~~statements, ~~reporting~~the ~~unit’s~~decrease in revenues ~~goodwill.~~and ~~After~~cash ~~considering~~flows from operations may result in the ~~impact~~Company’s ofinability to repay its debt obligations during the ~~impairment~~12-month ~~charges,~~period following the ~~carrying~~issuance ~~amount~~date of ~~the~~these ~~digital~~financial ~~content~~statements. ~~reporting unit~~Management’s ~~goodwill~~plans in regard to these matters are also described in Note 1I. These asconditions ofraise ~~December~~a ~~31,~~substantial ~~2024,~~doubt ~~was~~about $3the Company’s ability to continue as a going concern.5 ~~million~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WeBasis ~~identified~~for impairment of the digital content reporting unit as a critical audit matter because of the significant judgments made by management to estimate the fair value. This required a high degree of auditor judgment and an increased extent of effort, in relation to our audit as a whole, including the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to future cash flows and discount rate.Opinion

~~How~~These financial statements are the ~~Critical~~responsibility of ~~Audit~~the ~~Matter~~Company’s ~~Was~~management. ~~Addressed~~Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the ~~Audit~~Securities and Exchange Commission and the PCAOB.

~~Our~~We ~~audit~~conducted ~~procedures~~our ~~related~~audits toin ~~forecasts~~accordance ~~used~~with bythe standards of the PCAOB. Those standards require ~~management~~that we plan and perform the audit to ~~estimate~~obtain reasonable assurance about whether the ~~fair~~financial ~~value~~statements are free of ~~the~~material ~~digital~~misstatement, whether ~~content~~due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. ~~unit~~As ~~included~~part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the ~~following~~purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~among~~we ~~others:~~express no such opinion.

●Our audits Weincluded ~~evaluated~~performing ~~the~~procedures ~~reasonableness~~to ofassess ~~management’s~~the ~~forecasts~~risks of ~~future~~material ~~cash~~misstatement ~~flows,~~of ~~including~~the ~~underlying~~financial ~~revenues growth rates~~statements, bywhether ~~comparing~~due ~~the forecasts~~ to ~~historical~~error or ~~results~~fraud, and byperforming ~~evaluating~~procedures ~~revenue trends and material events~~ that ~~occurred~~respond ~~during~~to ~~and~~those ~~after~~risks. ~~the~~Such ~~reporting~~procedures ~~period~~included ~~and~~examining, ~~their potential influence~~ on ~~management’s~~a ~~forecasts~~test basis, asevidence ~~well as by testing~~ regarding the ~~other~~amounts ~~underlying source information for accuracy~~ and ~~completeness.~~disclosures ●in ~~With~~ the ~~assistance~~financial ofstatements. ~~our~~Our ~~fair~~audits ~~value~~also ~~specialists,~~included weevaluating ~~evaluated~~ the ~~valuation~~accounting ~~methodologies~~principles used and ~~the~~significant estimates ~~reasonableness~~made ofby ~~the~~management, ~~discount~~as ~~rate,~~well ~~including~~as ~~testing~~evaluating the ~~mathematical~~overall ~~accuracy~~presentation of the ~~calculations,~~financial ~~and~~statements. ~~developing~~We abelieve ~~range~~that ofour ~~independent~~audits provide ~~estimates~~a ~~and~~reasonable ~~comparing~~basis ~~those~~for toour ~~the discount rate selected by management~~opinion.

~~/s/~~Critical Audit ~~Brightman Almagor Zohar & Co.~~Matter

~~Certified~~The critical ~~Public~~audit ~~Accountants~~matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the board of directors and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

~~A Firm in the Deloitte Global Network~~F-2

~~Tel~~Business combinations ~~Aviv,~~– ~~Israel~~accounting for the acquisition of Metagramm Software Ltd. — Refer to Note 1c and 8c to the Consolidated Financial Statements

~~March~~Critical Audit ~~21,~~Matter ~~2025~~Description

WeIn March ~~have~~24, ~~served~~2025 as(the “acquisition date”), the Company’s ~~auditor~~completed ~~since~~the ~~2012~~acquisition of 100% of the issued and outstanding share capital of Metagramm Software Ltd. (“Metagramm”) for a total consideration of $6.17 million, of which $1,010 thousands was recorded as contingent consideration related to a potential earn-out provision, which is based on achieving certain financing and revenue milestones of Metagramm during the years of the earn-out provision terms.

FThe transaction was accounted for as a business combination in accordance with ASC 805 “Business Combinations”. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values which primarily consisted of technology, customer relationships and goodwill intangible assets of $550 thousands, $390 thousands and $5,309 thousands, respectively (collectively the “Intangible Assets”). In addition, the Company estimated the fair value of the contingent consideration (“Earn-4out Liability”) of $1,010 thousands as of the acquisition date.

~~VIEWBIX~~We ~~INC~~identified the valuation of the Intangible Assets and Earn-out Liability as a critical audit matter because auditing management’s estimations of the fair value of the Intangible Assets and Earn-out Liability were complex due to the significant assumptions and judgment required by management in determining the fair value of the Intangible Assets and Earn-out Liability. The Company used the income approach to measure the fair value of the Intangible Assets and the Monte Carlo Method to measure the fair value of the Earn-out Liability (the “Valuation Models”). The significant assumptions used to estimate the fair value of the Intangible Assets and Earn-out Liability included, among others, forecasted revenues, revenues growth rates and discount rates. These significant assumptions are forward-looking and could be affected by future economic and market conditions.

~~CONSOLIDATED~~How ~~BALANCE~~the ~~SHEETS~~Critical Audit Matter Was Addressed in the Audit

~~U.S.~~Our ~~dollars~~audit inprocedures ~~thousands~~related to ~~(except~~forecasts ~~share~~used ~~data)~~by management to estimate the fair value of the Intangible Assets and Earn-out Liability included the following, among others:

		As of December 31		As of December 31
	Note	2024		2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents			624		1,774
Restricted deposits	13A		58		149
Accounts receivable			1,832		11,359
Loan to parent company	16		3,981		3,752
Other current assets	3		1,257		771
Total current assets			7,752		17,805
NON-CURRENT ASSETS
Deferred taxes	12		164		147
Property and equipment, net	4		27		245
Operating lease right-of-use asset	5		-		397
Intangible assets, net	6		9,552		12,434
Goodwill	6		4,579		12,254
Total non-current assets			14,322		25,477
Total assets			22,074		43,282

	●	We assessed the reasonableness of management’s forecasts of future cash flows by comparing the forecasts to historical results and by evaluating revenue trends and material events that occurred after the acquisition date and their potential influence on management’s forecasts, as well as by testing the other underlying source information for accuracy and completeness.
	●	We assessed the reasonableness of management’s estimations relating to the Earn-out Liability milestones by inquiring management personnel, comparing them to historical results and by evaluating trends, circumstances and material events that occurred after the acquisition date and their potential influence on management’s estimations.
	●	With the assistance of our fair value specialists, we evaluated the Valuation Models and the reasonableness of the significant assumptions including discount rate, tested the mathematical accuracy of the calculations, developed a range of independent estimates and compared those to the discount rate selected by management.

~~The~~/s/ Brightman ~~accompanying~~Almagor ~~notes~~Zohar ~~are~~& ~~an integral part of these consolidated financial statements~~Co.

~~F-5~~Certified Public Accountants

~~VIEWBIX~~A Firm ~~INC.~~in the Deloitte Global Network

~~CONSOLIDATED~~Tel Aviv, ~~BALANCE SHEETS (Cont.)~~Israel

~~U.S.~~March 27, ~~dollars in thousands (except share data)~~2026

		As of December 31			As of December 31
	Note	2024			2023
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	8		5,935			12,359
Short-term loans	10		2,310			5,000
Current maturities of long-term loans	10		3,064			1,440
Embedded derivatives	10,11		29			-
Short-term convertible loans	10		779			-
Other payables	9		812			889
Operating lease liabilities - short term	5		-			85
Total current liabilities			12,929			19,773
NON-CURRENT LIABILITIES
Long-term loans, net of current maturities	10		496			3,064
Operating lease liabilities - long term	5		-			304
Deferred taxes	12		1,142			1,517
Total non-current liabilities			1,638			4,885
Commitments and Contingencies	13		-			-
SHAREHOLDERS’ EQUITY	14
Common stock of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 5,296,945 and 3,732,169 shares as of December 31, 2024, and December 31, 2023, respectively (*).			3			3
Additional paid-in capital			28,482			25,476
Accumulated deficit			(22,714	)		(10,661	)
Equity attributed to shareholders of Viewbix Inc.			5,771			14,818
Non-controlling interests			1,736			3,806
Total equity			7,507			18,624
Total liabilities and shareholders’ equity			22,074			43,282

We have served as the Company’s auditor since 2012.

(*) Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 14.D).F-3

~~The accompanying notes are an integral part of these~~VIEWBIX ~~consolidated financial statements~~INC.

~~F-6~~CONSOLIDATED BALANCE SHEETS

~~VIEWBIX INC~~U.S. dollars in thousands (except share data)

CONSOLIDATED STATEMENTS OF OPERATIONS

		As of December 31		As of December 31
	Note	2025		2024

ASSETS

CURRENT ASSETS

Cash and cash equivalents			1,018		24
Restricted deposits	14		20		30
Accounts receivable			315		557
Loan to parent company	17		-		3,981
Other current assets	4		299		775
Current assets of discontinued operations	3		-		2,385

Total current assets			1,652		7,752

NON-CURRENT ASSETS

Deferred taxes	13		12		56
Property and equipment, net	5		56		17
Financial assets measured at cost method	8B		600		-
Intangible assets, net	7		2,045		1,886
Goodwill	7		6,392		1,083
Non-current assets of discontinued operations	3		-		11,172

Total non-current assets			9,105		14,214

Total assets			10,757		21,966

~~U.S.~~The accompanying ~~dollars~~notes inare ~~thousands~~an ~~(except~~integral ~~share~~part ~~data)~~of these consolidated financial statements.

	Note	2024			2023
		Year ended December 31,
	Note	2024			2023
Revenues			26,941			79,613
Costs and Expenses:
Traffic-acquisition and related costs	15A		21,987			70,451
Research and development	15B		1,879			2,893
Selling and marketing	15C		1,641			2,805
General and administrative	15D		2,268			2,877
Depreciation and amortization	4,6		3,012			2,952
Goodwill impairment	6B		7,675			5,107
Other expenses, net	1D,5		34			-
Operating loss			11,555			7,472
Financial expense, net	15E		2,764			1,281
Loss before income taxes			14,319			8,753
Income tax benefit	12		(213	)		(66	)
Net loss			14,106			8,687
Less: net loss attributable to non-controlling interests			2,053			1,364
Net loss attributable to shareholders of Viewbix Inc.			12,053			7,323
Net loss per share – Basic and diluted attributed to shareholders:			2.69			1.97
Weighted average number of shares – Basic and diluted (*):			4,476,013			3,716,558

F-4

~~The accompanying notes are an integral part of these~~CONSOLIDATED ~~financial~~BALANCE ~~statements~~SHEETS (Cont.)

~~F-7~~U.S. dollars in thousands (except share data)

VIEWBIX INC.

		As of December 31			As of December 31
	Note	2025			2024

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable	9		1,204			2,442
Short-term loans	11		260			1,480
Current maturities of long-term loans	11		781			3,064
Embedded derivatives	11,12		-			29
Short-term convertible loans	11		867			779
Other payables	10		951			597
Current liabilities of discontinued operations	3		-			4,538

Total current liabilities			4,063			12,929

NON-CURRENT LIABILITIES

Long-term loans, net of current maturities	11		586			496
Deferred taxes	13		326			222
Earn-out liability	8		793			-
Non-current liabilities of discontinued operations	3		-			812

Total non-current liabilities			1,705			1,530

Commitments and Contingencies	14		-			-

SHAREHOLDERS’ EQUITY	15

Common stock of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 10,670,392 and 5,296,945 shares as of December 31, 2025, and December 31, 2024, respectively (*).			4			3
Additional paid-in capital			51,032			28,482
Accumulated deficit			(46,047	)		(22,714	)
Equity attributed to shareholders of Viewbix Inc.			4,989			5,771
Non-controlling interests			-			1,736
Total equity			4,989			7,507

Total liabilities and shareholders’ equity			10,757			21,966

~~CONSOLIDATED~~(*) ~~STATEMENTS~~Share OFand ~~CHANGES~~per INshare ~~SHAREHOLDERS’ EQUITY~~data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 15.E).

~~U.S.~~The accompanying ~~dollars~~notes inare ~~thousands~~an ~~(except~~integral ~~share~~part ~~data)~~of these consolidated financial statements.

	Number		Amount			capital		Deficit			Shareholders			Interests			Equity
	Common stock (*)					Additional paid-in		Accumulated			Total Attributed to the company’s			Non- Controlling			Total
	Number		Amount			capital		Deficit			Shareholders			Interests			Equity
Balance as of January 1, 2024		3,732,169		3			25,476		(10,661	)		14,818			3,806			18,624
Net loss		-		-			-		(12,053	)		(12,053	)		(2,053	)		(14,106	)
Share-based compensation (see notes 14.A, 14.F)		-		-			12		-			12			(1	)		11
Expiration of options granted to subsidiaries’ employees		-		-			16		-			16			(16	)		-
Issuance of shares upon RSUs vesting (see note 14.F)		6,378		-(**	)		-		-			-			-			-
Issuance of shares to consultants (see note 14.A)		120,000		-(**	)		57		-			57			-			57
Issuance of shares and warrants in connection with short-term loan and convertible loans (see notes 10, 14.A)		1,168,679		-(**	)		890		-			890			-			890
Issuance of shares and warrants in connection with private placement (see note 14.B)		269,719		-(**	)		198		-			198			-			198
Reclassification of derivative warrant liability to equity (see note 10.E)		-		-			1,833		-			1,833			-			1,833
Balance as of December 31, 2024		5,296,945		3			28,482		(22,714	)		5,771			1,736			7,507

F-5

~~(**)~~CONSOLIDATED STATEMENTS ~~Represents~~OF ~~an amount less than $1.~~OPERATIONS

~~The~~U.S. dollars ~~accompanying~~in ~~notes~~thousands ~~are~~(except anshare ~~integral part of these consolidated financial statements.~~data)

F-8

	Note	2025			2024
		Year ended December 31,
	Note	2025			2024

Revenues			1,569			4,969

Costs and Expenses:
Traffic-acquisition and related costs	16A		297			1,730
Research and development	16B		69			830
Selling and marketing	16C		100			309
General and administrative	16D		1,625			1,853
Depreciation and amortization	5,7		848			813
Other expenses, net	1D,6		814			271

Operating loss			2,184			837

Financial expense, net	16E		11,253			2,610

Loss from continuing operations, before taxes			13,437			3,447

Income tax expense (benefit)	13		(39	)		131

Net loss from continuing operations			13,398			3,578
Net loss from discontinued operations			7,417			10,528
Net loss			20,815			14,106

Less: net loss attributable to non-controlling interests			1,530			2,053
Net loss attributable to shareholders of Viewbix Inc.			19,285			12,053

Net loss from continuing operations attributable to:
Shareholders of Viewbix Inc.			13,398			3,578
Non-controlling interests			-			-
Net loss from continuing operations			13,398			3,578
Net loss from discontinued operations attributable to:
Shareholders of Viewbix Inc.			5,887			8,475
Non-controlling interests			1,530			2,053
Net loss from discontinued operations			7,417			10,528

Net loss per share from continuing operations – Basic and diluted attributed to shareholders:			1.58			0.80
Net loss per share from discontinued operations – Basic and diluted attributed to shareholders:			0.69			1.89
Total net loss per share – Basic and diluted attributed to shareholders:			2.28			2.69

Weighted average number of shares – Basic and diluted (*):			8,474,057			4,476,013

~~VIEWBIX~~(*) ~~INC~~Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 15.E).

~~CONSOLIDATED~~The accompanying ~~STATEMENTS~~notes OFare ~~CHANGES~~an INintegral ~~SHAREHOLDERS’ EQUITY~~part of these financial statements.

~~U.S. dollars in thousands (except share data)~~F-6

	Common stock (*)					Additional paid-in		Accumulated			Total Attributed to the company’s			Non- Controlling			Total
	Number		Amount			capital		Deficit			Shareholders			Interests			Equity
Balance as of January 1, 2023		3,698,013		3			25,350		(3,338	)		22,015			7,884			29,899
Balance		3,698,013		3			25,350		(3,338	)		22,015			7,884			29,899
Net loss		-		-			-		(7,323	)		(7,323	)		(1,364	)		(8,687	)
Share-based compensation (see notes 14.A, 14.F)		34,156		-(**	)		71		-			71			64			135
Transaction with non-controlling interests (see note 7.A)		-		-			-		-			-			(2,625	)		(2,625	)
Dividend declared to non-controlling interests (see note 14.G)															(153	)		(153	)
Issuance of warrants in connection with loan agreement (see note 10.D)		-		-			55		-			55			-			55
Balance as of December 31, 2023		3,732,169		3			25,476		(10,661	)		14,818			3,806			18,624
Balance		3,732,169		3			25,476		(10,661	)		14,818			3,806			18,624

VIEWBIX INC.

~~(*)~~CONSOLIDATED STATEMENTS ~~Share~~OF ~~and~~CHANGES ~~per~~IN ~~share~~SHAREHOLDERS’ data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 14.D).EQUITY

~~(**)~~U.S. dollars ~~Represents~~in anthousands ~~amount~~(except ~~less~~share ~~than $1.~~data)

The accompanying notes are an integral part of these consolidated financial statements.

	Number		Amount (*)			capital		Deficit			Shareholders			Interests			Equity
	Common stock (*)					Additional paid-in		Accumulated			Total Attributed to the company’s			Non- Controlling			Total
	Number		Amount			capital		Deficit			Shareholders			Interests			Equity

Balance as of January 1, 2025		5,296,945		3			28,482		(22,714	)		5,771			1,736			7,507
Net loss		-		-			-		(19,285	)		(19,285	)		(1,530	)		(20,815	)
Share-based compensation (see note 15.A)		37,500		-(**	)		75		-			75			3			78
Shares issued in connection with the Reverse Stock Split (see note 15.E)		14		-(**	)		-		-			-			-			-
Issuance of shares in connection with acquisition of a subsidiary (see note 8.C)		1,323,000		-(**	)		5,159		-			5,159			-			5,159
Issuance of shares and warrants in connection with conversion of loans (see notes 11.D, 11.E, 11.F)		922,957		-(**	)		11,072		-			11,072			-			11,072
Issuance of shares and warrants in connection with a private placement (see note 15.C)		848,763		-(**	)		4,023		-			4,023						4,023
Exercise of warrants (see notes 15.A, 15.B, 15.C)		2,241,213		1			2,221		-			2,222			-			2,222
Redemption of loan to parent company (see note 17)		-		-			-		(4,048	)		(4,048	)		-			(4,048	)
Deconsolidation of Cortex (see note 8.B)		-		-			-		-			-			(209	)		(209	)

Balance as of December 31, 2025		10,670,392		4			51,032		(46,047	)		4,989			-			4,989

~~F-9~~(*) Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reverse Stock Split (see note 15.E).

~~VIEWBIX~~(**) ~~INC~~Represents an amount less than $1.

~~CONSOLIDATED~~The accompanying ~~STATEMENTS~~notes OFare ~~CASH~~an ~~FLOWS~~integral part of these consolidated financial statements.

~~U.S. dollars in thousands (except share data)~~F-7

	2024			2023
	Year ended December 31,
	2024			2023
Cash flows from Operating Activities
Net loss		14,106			8,687
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortizations		3,012			2,952
Share-based compensation		68			135
Deferred taxes		(392	)		(143	)
Accrued interest, net		31			-
Interest income		(160	)		(87	)
Amortization of loan discounts		59			9
Change in the fair value of financial assets at fair value through profit or loss		(11	)		-
Goodwill Impairment (see note 6.B)		7,675			5,107
Amortization of deferred debt issuance costs (see note 10.E)		152
Equity based debt issuance costs (see note 10.E)		26			-
Loss from substantial debt terms modification (see note 10.D)		1,914			-
Loss on sale and disposal of property and equipment		73			-
Loss from termination of lease agreement		8			-
Changes in assets and liabilities items:
Decrease in accounts receivable		9,527			9,586
Decrease in other current assets		132			202
Decrease in operating lease right-of-use assets		-			89
Decrease in severance pay, net		-			(100	)
Decrease in accounts payable		(6,381	)		(7,423	)
Decrease in other payables		(84	)		(620	)
Decrease in operating lease liabilities		-			(86	)
Net cash provided by operating activities		1,543			934

VIEWBIX INC.

~~The~~CONSOLIDATED STATEMENTS ~~accompanying~~OF ~~notes~~CHANGES ~~are~~IN anSHAREHOLDERS’ ~~integral part of these consolidated financial statements.~~EQUITY

~~F-10~~U.S. dollars in thousands (except share data)

VIEWBIX INC.

Common stock (*)

Additional

paid-in

Accumulated

Total

Attributed

to the

company’s

Non- Controlling

Total

Number

Amount

capital

Deficit

Shareholders

Interests

Equity

Balance as of January 1, 2024

3,732,169

Filing Compare · Viewbix Inc.