Viewbix Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: GENERAL

A. Organizational Background

Viewbix Inc. (the “Company”) was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”). On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc (“Zaxis”). 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., subsequent to which the Company, through Emerald Israel, was engaged in the development of technology for use in detection of skin cancer. On January 29, 2018, the Company ceased its business operations in this field. On 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. (“VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies. Effective as of March 7, 2018, the Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. VCT Israel ceased its business operation in 2019 and prior to consummation of the Recapitalization Transaction. On January 27, 2020, VCT Israel was sold to a third party for NIS 50 thousand (approximately $13).

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

B. Reorganization Transaction

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

On September 19, 2022, the Reorganization Transaction was consummated and as a result, all outstanding ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) were delivered to the Company in exchange for the Company’s shares of common stock, par value $0.0001 per share (“Common Stock”). As a result of the Reorganization Transaction, the former holders of Gix Media Shares, who previously held approximately 68% of the Company’s Common Stock, held approximately 97% of the Company’s Common Stock, and Gix Media became a wholly owned subsidiary of the Company.

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B. Reorganization Transaction (Cont.)

In connection with the Closing of the Reorganization Transaction, the Company filed an Amended and Restated Certificate of Incorporation (the “Amended COI”) with the Secretary of State of Delaware, effective as of August 31, 2022, pursuant to which, concurrently with the effectiveness of the Amended COI, the Company, among other things, effected a reverse stock split of its common stock at a ratio of 1-for-28.

As the Company and Gix Media were consolidated both by the Parent Company and Xylo Technologies Ltd. (formerly known as Medigus Ltd.) (the “Ultimate Parent”), before and after the Reorganization Transaction, the Reorganization Transaction was accounted for as a transaction between entities under common control. Accordingly, the financial information of the Company and Gix Media is presented in these financial statements, for all periods presented, reflecting the historical cost of the Company and Gix Media, as it is reflected in the consolidated financial statements of the Parent Company, for all periods preceding March 1, 2022, the date the Ultimate Parent obtained a controlling interest in the Parent Company and as it is reflected in the consolidated financial statements of the Ultimate Parent for all periods subsequent to March 1, 2022.

C. Business Overview

The Company and its subsidiaries (the “Group”), Gix Media and Cortex Media Group Ltd. (“Cortex”), operate in the field of digital advertising. The Group has two main activities that are reported as separate operating segments: the search segment and the digital content segment.

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

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

On January 23, 2023, Gix Media acquired an additional 10% of the share capital of Cortex, increasing its holdings to 80% in consideration for $2,625 (the “Subsequent Purchase”). The Subsequent Purchase was financed by Gix Media’s existing cash balances and by a long-term bank loan received on January 17, 2023, in the amount of $1,500 (see also note 7.B). The Subsequent Purchase was recorded as a transaction with non-controlling interests in the Company’s statement of changes in shareholders equity for the year ended December 31, 2023.

On March 24, 2025, the Company entered into a securities exchange agreement with Metagramm Software Ltd. (“Metagramm”) and all of the shareholders of Metagramm, pursuant to which the Company acquired 100% of Metagramm’s shares in exchange for consideration of $5,159. The consideration was paid to Metagramm’s shareholders in the form of 1,323,000 shares of commons stock of the Company, representing 19.99% of the Company’s issued and outstanding share capital.

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.

Subsequent to the balance sheet date, on November 9, 2025, Gix Media entered into a share purchase agreement pursuant to which it sold all of the issued and outstanding share capital of Cortex (see note 13.C).

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D. Impact of the War in Israel

In October 2023, Israel was attacked by the Hamas terrorist organization and entered a state of war on several fronts. In June 2025, following escalating threats and intelligence reports of imminent attacks, Israel conducted preemptive strikes on military and nuclear infrastructure in Iran. Iran responded with drones and missiles attacks, some of which caused civilian casualties and infrastructure damage. After 12 days of hostilities, a ceasefire between Israel and Iran was reached in June 2025. As of October 9, 2025, Israel and Hamas entered into a ceasefire agreement calling for a permanent end of the war. However, there are no assurances that such agreements will hold. As a result, while the ceasefire marks a potential shift towards stability in the region, the situation remains volatile, and the risk of broader regional escalation involving additional actors persists. As of the date of issuance of these financial statements, conflict continues in parts of the region.

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

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

E. Cortex Adverse Effect

In April 2024, the Company was informed by Cortex that a significant customer of Cortex recently notified Cortex it will stop advertising on Cortex’s sites, as part of its policy decision to cease advertising on Made for Advertising (“MFA”) sites (the “Cortex Adverse Effect”). The Cortex Adverse Effect, which has materially affected Cortex’s business and operations, has occurred following certain recent developments relating to publishers that are categorized by a number of on-line advertisers as MFA, including decisions made by leading media on-line advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA. Due to the Cortex Adverse Effect and additional circumstances as explained in note 5.B, the Company recorded an impairment loss of $7,675 and $5,525 in the intangible assets and goodwill related to the digital content segment as of December 31, 2024 and September 30 ,2025, respectively.

Subsequent to the balance sheet date, on November 9, 2025, Gix Media entered into a share purchase agreement pursuant to which it sold all of the issued and outstanding share capital of Cortex (see note 13.C).

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F. Filing of Insolvency Petition Against Gix Media

On March 27, 2025, a petition (the “Petition”) was filed with the District Court of Tel Aviv-Jaffa (the “Court”) for a court order to commence insolvency proceedings against Gix Media. The Petition was filed by a primary service provider of Gix Media (the “Service Provider”) alleging that Gix Media owes it approximately $260 (excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider.

On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Provider and other creditors of Gix Media that joined the Petition (collectively, the “Service Providers”) with respect to the debts owed by Gix Media to the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix Media to the Service Providers. On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $1.13 million to the Service Providers as payment in full of the debts owed to the Service Providers. As a result of such payment in full by Gix Media to the Service Providers, the Petition was dismissed.

G. Nasdaq Uplisting

On June 4, 2025, the Company’s shares of common stock were approved for listing on The Nasdaq Capital Market (“Nasdaq”). The Company’s shares began trading under the symbol “VBIX” on the Nasdaq on June 5, 2025 (the “Uplist Date”). The Company’s shares were previously quoted on the OTC Markets, Pink Tier under the symbol “VBIX”, and ceased to be quoted on the OTC Markets, Pink Tier at the close of business on June 4, 2025 (the “Uplist”).

As a result of the Uplist, the Company received during June and July 2025, aggregate gross proceeds of $2,852 in connection with a private placement and three facility agreements, consisting of $630 from the receipt of additional loans and $2,222 from the exercise of warrants (see notes 7.E, 7.F and 7.G).

H. Going Concern

From the second half of 2023 through September 30, 2025, the Company experienced a decrease in its revenues from the digital content and search segments, as a result of: the Cortex Adverse Effect (see note 1.E), a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers’ technology, which adversely impacted the Company’s ability to acquire traffic in the search segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the search segment, as a result of lack of availability of suppliers credit from such third party strategic partners. As a result of the foregoing, during the nine months ended September 30, 2025, the Company recorded an operating loss of $9,523 compared to $7,396 during the nine months ended September 30, 2024. Additionally, the Company recorded a net loss of $20,215 during the nine months ended September 30, 2025, compared to $10,069 during the nine months ended September 30, 2024. As of September 30, 2025, the Company had cash and cash equivalents of $2,165, bank loans of $2,885, accumulated deficit of $45,481 and a negative cash flow of $2,551 for the nine months ended September 30, 2025.

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H. Going Concern (Cont.)

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

Management’s response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research and development and selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well as creation of new partnerships and other new income sources. In addition, during the period from June to August 2024, the Company raised through a private placement and through three facility agreements with certain investors and lenders aggregate gross proceeds of $887 (see note 10.B).

Moreover, the Company raised additional funds during 2025, significantly increasing its cash balance, as follows: (1) pursuant to the consummation of the Uplist (as described in note 1.G above), the Company received during June and July 2025, aggregate gross proceeds of $2,852 in connection with a private placement and three facility agreements, consisting of $630 from the receipt of additional loans and $2,222 from the exercise of warrants and (2) on July 14, 2025, the Company closed an additional private placement transaction with certain accredited investors, pursuant to which the Company received gross proceeds of $4.5 million (see note 10.C).

In addition, on November 5, 2025, the Company entered into a private placement transaction, subject to the satisfaction of certain closing conditions, pursuant to which the Company is expected to receive aggregate gross proceeds of approximately $3.0 million, before deducting fees and offering expenses payable by the Company (see note 13.B).

Notwithstanding the foregoing, there remains uncertainty as to whether the Company will be able to secure additional funding when needed.

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

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NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

A. Unaudited Interim Financial Statements

The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2024.

B. Principles of Consolidation

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

C. Use of estimates

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

D. Derivative Financial Instruments

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

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NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)

E. Fair Value of Financial Instruments

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

F. Significant Accounting Policies

The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.

G. Recent Accounting Pronouncements

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

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NOTE 3: LOAN TO PARENT COMPANY

G. Recent Accounting Pronouncements (Cont.)

The balance with the Parent Company represents a balance of an intercompany loan under a loan agreement signed between Gix Media and the Parent Company on March 22, 2020. The loan bore interest at a rate determined from time to time in accordance with Section 3(j) of the Income Tax Ordinance, new version, and the Income Tax Regulations (Determination of Interest Rate for the purposes of Section 3(j), 1986) or according to a market interest rate decision as agreed between the parties. The amount of the loan is in U.S. dollars.

On March 19, 2025, the Company’s board of directors approved to extend the loan between Gix Media and the Parent Company until September 1, 2025. All other terms and conditions of the loan will remain unchanged.

On April 10, 2025, the Company’s board of directors approved the redemption of the loan between Gix Media and the Parent Company. As a result, Gix Media and the Parent Company entered into a redemption agreement, effective as of May 27, 2025, pursuant to which the outstanding loan was redeemed in consideration for the transfer to Gix Media of all of the Parent Company’s intangible assets, including, inter alia, intellectual property rights, trademarks, software, algorithms, domains, technological know-how and any other intangible asset (the “Redemption”). Since this transaction is between entities under common control, the intangible assets received from the Parent Company were recorded at their historical carrying amount as they were recorded at the Parent Company’s financial statements which is $0.

As a result, the outstanding loan amount including accrued interest, totaling $4,048, was redeemed in full. The Redemption was recorded as an increase to the accumulated deficit in the Company’s statement of changes in shareholders equity for the nine months period ended September 30, 2025.

For the nine months ended September 30, 2025 and 2024, Gix Media recognized interest income in the amount of $63 and $119, respectively.

NOTE 4: LEASES

On February 25, 2021, Gix Media entered into a lease agreement for a new corporate office of 479 square meters in Ramat Gan, Israel, at a monthly rent fee of $10. The lease period was for 36 months (the “initial lease period”) with an option by the Company to extend the lease period for two additional terms of 24 months each. In accordance with the lease agreement, the Company made leasehold improvements in exchange for a rent fee discount of $67 which will be spread over the initial lease period.

The Company included renewal options that it was reasonably certain to exercise in the measurement of the lease liabilities. In December 2023, the Company exercised the option to extend the lease period for an additional term of 24 months (from March 1, 2024, to February 28, 2026).

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

Operating lease expenses amounted to $0 and $69 for the nine months ended September 30, 2025 and 2024, respectively.

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NOTE 5: GOODWILL AND INTANGIBLE ASSETS, NET

A. Composition:

B. Impairment of intangible assets and goodwill:

As of September 30, 2025, the Company identified indicators of impairment of the digital content reporting unit. As a result, the Company performed an impairment test which included a quantitative analysis of the fair value of the reporting unit. The estimation of the fair value was based on indications of the consideration payable, as of September 30, 2025, in connection with the sale of Cortex (see note 13.C), whose operations are attributable to the digital content reporting unit. The Company determined that the fair value of the reporting unit was less than its carrying amount and recognized an impairment loss of $5,525. As of December 31, 2024, the Company recognized an impairment loss of $7,675 related to the digital content reporting unit.

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NOTE 6: BUSINESS COMBINATION

Metagramm Acquisition:

On July 31, 2024, the Company entered into a securities exchange agreement with Metagramm pursuant to which the Company agreed to issue to Metagramm 9.99% of its issued and outstanding share capital in exchange for 19.99% of Metagramm’s issued and outstanding share capital (the “2024 SEA”).

On March 24, 2025 (the “Closing Date”), the Company entered into a new securities exchange agreement with Metagramm and all of the shareholders of Metagramm which replaced and terminated the 2024 SEA (the “2025 SEA”). Pursuant to the 2025 SEA, the Company acquired 100% of Metagramm’s shares in exchange for consideration of $5,159. The consideration was paid to Metagramm’s shareholders in the form of 1,323,000 shares of common stock of the Company, representing 19.99% of the Company’s issued and outstanding share capital immediately following the acquisition (the “Metagramm Acquisition”).

In addition, the Company agreed to pay Metagramm’s shareholders cash earn-out payments on a pro rata basis of up to a cumulative sum of $2.0 million, contingent on achieving certain financing and revenue milestones within 3 years following the Closing Date (see note 10.C).

Fair Value of Metagramm’s Identifiable Assets and Liabilities:

The total consideration was allocated to the fair value of assets acquired and liabilities assumed as of the Closing Date, with the excess purchase price recorded as goodwill.

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NOTE 6: BUSINESS COMBINATION (Cont.)

Metagramm Acquisition (Cont.)

Management’s estimate of the fair values of the acquired technology and customer relations and earn-out liability assumed as of the Closing Date is preliminary and subject to change and is based on established and accepted valuation techniques performed with the assistance of third-party valuation specialists. Changes to amounts will be recorded as adjustments to the provisional amounts recognized as of the Closing Date and may result in a corresponding adjustment to goodwill during the remainder of the measurement period, which will not exceed twelve months from the Closing Date.

The goodwill that arose from the acquisition consists of synergies expected from the activities of the Company and Metagramm. The estimation of the fair value of these intangible assets was determined using the income approach, which is based on the present value of the future cash flows attributable to each identifiable intangible asset. The estimation of the fair value of the earn-out liability was calculated based on Monte Carlo method.

Other current assets were estimated to have fair values that approximate their carrying values due to the short-term maturities of these instruments.

The estimated useful lives for the acquired technology and customer relations of Metagramm Acquisition are 5 years and 2.5 years, respectively. The goodwill will not be deductible for income tax purposes.

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NOTE 7: LOANS

A. Composition of long-term loans, short-term loans, and credit lines of the Group:

The following is the composition of the balance of the Group’s loans according to their nominal value:

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

On October 13, 2021, Gix Media entered into a financing agreement with Bank Leumi Le Israel Ltd (“Leumi”), an Israeli bank, for the provision of a line of credit in the total amount of up to $3,500 and a long-term loan totaling $6,000, which Gix Media used to finance the acquisition of Cortex (the “Financing Agreement”).

The Financing Agreement included the following main terms:

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B. Gix Media’s Loan Agreement and short-term loans (Cont.):

On July 25, 2022, Gix Media and Leumi entered into an addendum to the Financing Agreement, according to which, Leumi will provide Gix Media with a loan of $1,500, to be withdrawn at the discretion of Gix Media no later than January 31, 2023 (the “Additional Loan”).

On January 23, 2023, Gix Media acquired an additional 10% of Cortex’s capital shares (see note 1.C) which was financed by Gix Media’s existing cash balances and by the Additional Loan received on January 17, 2023, in the amount of $1,500 to be repaid in 42 monthly payments at an annual interest rate of SOFR + 5.37%.

On October 10, 2023, Gix Media and Leumi entered into a second addendum to the Financing Agreement, according to which, Leumi extended an existing monthly renewable credit line of $3,500 (the “Gix Media Credit Line”) by one year which will expire on October 13, 2024. The amounts that are drawn from the Gix Media Credit Line bear an annual interest of SOFR + 4.05%. In addition, according to the Second Addendum the 2.4 ratio of debt to EBITDA was extended by nine months to June 30, 2024.

On June 13, 2024, Gix Media and Leumi entered into a third addendum to the Financing Agreement between the parties which was effective from May 15, 2024, pursuant to which, inter alia: (i) the addendum will be effective until August 31, 2024; (ii) the Company is obligated to transfer to Gix Media $600; (iii) a new covenant which replaced the previous financial covenant, requiring positive EBITDA as measured by reference to the trailing 12 months as of each quarterly balance sheet date, was implemented; (iv) all due payments of the long-term loans under the Financing Agreement were deferred to August 31, 2024 and from September 1, 2024, all due payments will be repaid as schedule until the end of the term of the long-term loans; (v) a new loan of $350 was granted to Gix Media on June 13, 2024 which was repaid in full on August 30, 2024, in addition to the Gix Media Credit Line which will remain equal to 80% of Gix Media’s accounts receivable balance and; (vi) Gix Media is obligated to perform a reduction in expenses, including reduction in human capital.

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B. Gix Media’s Loan Agreement and short-term loans (Cont.):

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

On September 16, 2024, Gix Media repaid an aggregate amount of $350, consisting of the short-term bank loan in the amount of $160 and principal amounts of the long-term bank loans totaling $190. On the same date, Gix Media received a new short-term bank loan of $350 which replaced the repaid amounts. The new loan bears an annual interest rate of SOFR + 4.60% and was repaid in one single payment on January 2, 2025.

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

As of December 31, 2024, Gix Media has drawn $788 of the Gix Media Credit Line.

On February 4, 2025, Gix Media and Leumi entered into a fifth addendum to the Financing Agreement, which was effective as of January 29, 2025, according to which, inter alia: (i) the Gix Media Credit Line was extended to March 31, 2025; (ii) the repayment the outstanding principal amounts of the long term bank loans of Gix Media under the Financing Agreement, was deferred until the actual deposit by the Company in Gix Media’s account of an investment account equal to the amounts of the deferred long term bank loans owned by Gix Media (the “Investment Amount”), which in any event shall be no later than March 31, 2025 (the “Deposit Date”); (iii) upon such Deposit Date, all deferred payments will be immediately repaid using the deposited amounts and any remaining amounts from any other sources; (iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each long term bank loan.

On March 30, 2025, Gix Media and Leumi entered into a sixth additional addendum to the Financing Agreement, which extended the Deposit Date until May 20, 2025.

On June 18, 2025, Gix Media received a short-term loan of $1,722, bearing an annual interest rate of SOFR + 4.65%, which wasrepaid in a single payment on July 3, 2025.

On July 3, 2025, Gix Media received a short-term loan of $1,948, bearing an annual interest rate of SOFR + 4.65%, to berepaid in a single payment on August 4, 2025.

On July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement, (the “July 2025 Repayment and Financing Agreement”) according to which, inter alia: (i) the Deposit Date will be extended until October 1, 2025 (ii) Gix Media agreed to repay $2.4 million to Leumi by October 1, 2025, and (iii) subject to the full repayment of the $2.4 million, Leumi would provide a new loan equal to the then outstanding balance of the debt. The loan will be repaid in up to 24 monthly payments at an annual interest rate of Leumi’s applicable rate at the time of the granting of the loan.

In July 2025, Gix Media repaid a total of $2.4 million to Leumi in accordance with the July 2025 Repayment and Financing Agreement. As a result, the outstanding balance of the existing short-term loan of $1,948 and the long-term loans under the Financing Agreement were extinguished on July 10, 2025. On the same date, Gix Media received a new loan in the amount of $1,562 to be repaid in 24 consecutive monthly payments beginning in October 2025, at an annual interest rate of SOFR + 4.92%.

As of September 30, 2025, Gix Media has drawn $323 of the Gix Media Credit Line.

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C. Cortex’s Loan Agreement:

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

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

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

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

On February 28, 2025, Cortex and Leumi entered into an additional amendment to the Cortex Loan Agreement, pursuant to which: (i) the credit line of $1,000 for Cortex will be extended until December 12, 2025; (ii) Cortex will establish a first-ranking fixed pledge over the cash deposit held in the Cortex’s Leumi Account, up to a maximum of $100, no later than April 15, 2025, or three days following Cortex’s receipt of its expected tax refund, whichever occurs first. This deposit may be released upon Cortex’s submission of a financial report demonstrating two consecutive quarters of positive EBITDA, with a minimum of $75 per quarter.

As of September 30, 2025, Cortex has drawn $1,000 of the Cortex Credit Line.

D. Long term loan and issuance of warrants:

On November 15, 2023, Viewbix Israel entered into a Loan Agreement (the “2023 Loan”) with certain lenders (the “Lenders”) whereby the Lenders provided Viewbix Israel with loans in the aggregate amount of $480. In connection with the 2023 Loan, the Company issued to each lender a warrant to purchase shares of common stock (the “2023 Warrants”). The 2023 Warrants are exercisable to 120,000 shares of common stock, at an exercise price of $2.00 per share and will expire on December 31, 2025. The Company recorded the 2023 Warrants as an equity instrument.

The terms of the 2023 Loan were substantially amended on June 18, 2024, by the June 2024 Facility Agreement (see note 7.E). These amendments represented a substantial modification in accordance with ASC Topic 470. Accordingly, the terms modification was accounted for as an extinguishment of the original financial liability and the initial recognition of new financial instruments issued at their fair value as of the effective date of the June 2024 Facility Agreement. As a result of the substantial modification of terms, the Company recognized finance expense of $2,515 for the nine months period ended September 30, 2024.

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E. June 2024 Facility Agreement:

On June 18, 2024, the Company entered into a credit facility agreement with a group of lenders including a lead lender (the “June 2024 Lead Lender”, and collectively, the “June 2024 Lenders”) for an amount of up to $1.0 million which was amended and restated on July 22, 2024 (the “June 2024 Facility Agreement”). The June 2024 Facility Agreement also includes $531 of outstanding debt owed by the Company to the June 2024 Lenders of the 2023 Loan (see note 7.D), such that the total amount of the credit line reached $1.53 million (the “Total Credit Facility Amount”). The Total Credit Facility Amount will be due for repayment following 12 months from the date of the June 2024 Facility Agreement (the “Initial Maturity Date”) or alternatively, in the event the completion of the Uplist (as defined in note 1.G) prior to the Initial Maturity Date, then the Total Credit Facility Amount will be due for repayment following 12 months from the Uplist Date. The Total Credit Facility Amount will be available for use as follows:(a) $350 upon the date of the June 2024 Facility Agreement, (b) $150 upon submitting a prospectus for the registration of shares to be issued to the June 2024 Lenders, and (c) $500 upon the completion of the Uplist.

The Total Credit Facility Amount will accrue interest at a rate of 12% per annum, to be paid in advance.

The interest for the first year of the June 2024 Facility Agreement, which was equal to $184, was paid by the Company in advance in: (a)183,679 shares of the Company’s common stock, reflecting a value of $1.00 per share for each dollar of interest accrued on the Total Credit Facility Amount, and (b)183,679 warrants to purchase 183,679 shares of the Company’s common stock at an exercise price of $1.00 per share. The warrants will be exercisable for a three-year period from the date of the June 2024 Facility Agreement.

Immediately following the effectiveness of the Uplist, $663 of the Total Credit Facility Amount will be automatically converted into units, which will include shares of common stock at a conversion rate of $1.00 per share, equal to an aggregate of 662,957 shares of common stock and the same amount of warrants to purchase common stock of the Company with an exercise price of $1.00 per share. The warrants will be exercisable for a three-year period from the Uplist Date.

During the term of the June 2024 Facility Agreement, some of the June 2024 Lenders whose portion of the Total Credit Facility Amount is not automatically converted as part of the Uplist will have the right to convert their portion of the Total Credit Facility Amount within 12 months from the Uplist Date into units, which will include shares of common stock of the Company at a conversion rate of $1.00 per share, equal to an aggregate of up to 362,004 shares of common stock and the same amount of warrants to purchase common stock of the Company with an exercise price of $1.00 per share. The warrants will be exercisable for a three-year period from the issuance date.

In addition, the Company paid to the June 2024 Lead Lender a commission consisting of: (a)50,000 shares of common stock of the Company, (b)50,000 warrants to purchase 50,000 shares of common stock of the Company at an exercise price of $1.00 per share (c)625,000 warrants for the purchase of 625,000 shares of common stock with an exercise price of $4.00 per share (“June 2024 Lead Lender Fee Warrants”). The June 2024 Lead Lender Fee Warrants are exercisable for a three-year period from the date of the June 2024 Facility Agreement.

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E. June 2024 Facility Agreement (Cont.):

The June 2024 Lead Lender Fee Warrants, which were exercisable immediately after the closing of the June 2024 Facility Agreement, were allocated subject to certain ownership restrictions, adjustments, and anti-dilution protections.

In July 2024, following the closing of the 2024 Private Placement (as defined in note 10.B), the exercise price of the June 2024 Lead Lender Fee Warrants was adjusted to $0.472, which is equal to the effective price per share of common stock in the 2024 Private Placement, and the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrants was also adjusted to a total of 5,296,610 shares, such that the adjusted exercise price and number of warrants issued is equal to an aggregate amount of $2.5 million.

The conversion related features of the June 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each balance sheet date. Loans received in connection with the June 2024 Facility Agreement were initially recorded at their fair value and subsequently measured at cost. The shares and warrants issued as prepayment of interest and as commission to the June 2024 Lead Lender were initially recognized at fair value and classified in equity.

The June 2024 Lead Lender Fee Warrants were initially recognized in fair value at the amount of $1,833 and classified as a liability measured at fair value at each balance sheet date. Following the closing of the 2024 Private Placement (see note 10.B) and the adjustments made to the number of shares in the June 2024 Lead Lender Fee Warrants as part of the June 2024 Facility Agreement, the June 2024 Lead Lender Fee Warrants were reclassified to equity.

On June 5, 2025, upon completion of the Uplist, the Company drew additional $500 of the Total Credit Facility Amount which was recorded as a short-term convertible loan. In addition, immediately following the Uplist, $663 of the Total Credit Facility Amount was converted into units, which included 662,957 shares of common stock and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $1.00 per share for a three-year period from the Uplist Date. The warrants were recorded at fair value and were classified as equity.

During June and July 2025, out of 896,636 warrants granted under the June 2024 Facility Agreement,722,495 warrants were exercised into 722,495 shares of common stock. The Company received total proceeds of $722 upon exercise of the warrants.

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F. First July 2024 Facility Agreement

On July 4, 2024, the Company entered into a credit line agreement with a certain lender (the “First July 2024 Facility Agreement”). Under the First July 2024 Facility Agreement and amendments from July 22, 2024, and July 25, 2024, the lender will provide a total credit line of $2.5 million (the “First July 2024 Facility Loan Amount”), which will be available for use as follows:(a) $50 upon the date of the First July 2024 Facility Agreement, (b) $50 upon the Uplist, and (c) after the Uplist, $200 will be available for use on a quarterly basis until the total amount reaches $2.5 million.

The First July 2024 Facility Agreement will remain available until the earliest of: (a)(1) full utilization of the First July 2024 Facility Loan Amount, (a)(2) after 36 months from the date of the First July 2024 Facility Agreement, and (b) upon such date that the Company completes a $2.0 million financing transaction (the “First July 2024 Facility Term”). In the event the First July 2024 Facility Term lapses, the First July 2024 Facility Loan Amount will be repaid to the lender immediately (see note 10.C).

The First July 2024 Facility Agreement Amount will accrue interest at a rate of 12% per annum. The interest for the first year was paid in advance in: (a)300,000 shares of the Company’s common stock at a conversion rate of $1.00 for each dollar of interest accrued on the total amount, and (b)300,000 warrants to purchase 300,000 shares of the Company’s common stock an exercise price of $1.00 per share. The warrants are exercisable upon issuance at an exercise price of $1.00 per share of common stock and will be exercisable for a three-year period from the date of the First July 2024 Facility Agreement.

Immediately after the Uplist, $100 from the First July 2024 Facility Loan Amount will be automatically converted into common stock of the Company at an exercise price of $1.00 per share. Additionally, the Company will issue an identical number of warrants to purchase common stock of the Company at an exercise price of $1.00 per share.

Furthermore, the Company paid the lender of the First July 2024 Facility Agreement a one-time fee consisting of: (a)125,000 shares of common stock of the Company, which representing a fee of five percent (5%) of the First July 2024 Facility Loan Amount, at a share price of $1.00 per share, and (b)250,000 warrants to purchase 250,000 shares of common stock of the Company at an exercise price of $1.00 per share. The warrants are exercisable for three years from the date of the First July 2024 Facility Agreement.

The conversion related features of the First July 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each balance sheet date.

In connection with the First July 2024 Facility Agreement, the Company incurred deferred debt issuance costs, which consisted of a one-time fee to the lender of the First July 2024 Facility Agreement, an annual advance interest payment and other additional direct costs. The deferred debt issuance costs were recorded in other current assets in the Company’s balance sheet and were amortized as financial expense over the term of the First July 2024 Facility Agreement. Deferred debt issuance costs amounted to $315 as of December 31, 2024, and were fully amortized during the nine months ended September 30, 2025, following the termination of the First July 2024 Facility Agreement (see note 10.C).

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

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F. First July 2024 Facility Agreement (Cont.)

On the Uplist Date, the Company drew additional $50 of the First July 2024 Facility Loan Amount. In addition, immediately following the Uplist Date, $100 of the First July 2024 Facility Loan Amount was converted into units, which included 100,000 shares of common stock and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $1.00 per share for a three-year period from the Uplist Date. The warrants were recorded at fair value and were classified as equity.

During June 2025, all 650,000 warrants granted under the First July 2024 Facility Agreement were exercised into 650,000 shares of common stock. The Company received total proceeds of $650 upon exercise of the warrants.

On July 14, 2025, following the closing of the July 2025 Private Placement and the proceeds received by the Company (see note 10.C), the First July 2024 Facility Agreement was terminated.

G. Second July 2024 Facility Agreement

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

The Second July 2024 Facility Loan Amount will remain available until the earliest of: (a) (1) full utilization of the Second July 2024 Facility Loan Amount, (a)(2) after 40 months from the date of Second July 2024 Facility Agreement, and (b) upon such date that the Company completes a $2.5 million financing transaction.

The Second July 2024 Facility Loan Amount will accrue interest at a rate of 12% per annum. The interest for the first year was paid in advance in: (a)360,000 shares of the Company’s common stock, reflecting a share price of $1.00 per share for each dollar of interest accrued on the total amount, and (b)360,000 warrants to purchase 360,000 shares of common stock of the Company at an exercise price of $1.00 per share. The warrants are exercisable forthree years from the date of the Second July 2024 Facility Agreement. Starting from the second year of the Second July 2024 Facility Agreement, the interest will be paid in cash to the lenders.

Immediately after the Uplist, $160 out of the Second July 2024 Facility Loan Amount will be automatically converted into common stock of the Company at an exercise price of $1.00 per share. Additionally, the Company will issue an identical number of warrants to purchase common stock of the Company at an exercise price of $1.00 per share.

Furthermore, the Company paid the lenders of the Second July 2024 Facility Agreement a one-time fee consisting of 150,000 shares of common stock of the Company, which represents a fee of five percent (5%) of the Second July 2024 Facility Loan Amount at a share price of $1.00 per share.

The conversion related features of the Second July 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each balance sheet date.

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G. Second July 2024 Facility Agreement (Cont.)

In connection with the Second July 2024 Facility Agreement, the Company incurred deferred debt issuance costs, which consisted of a one-time fee to the lenders of the Second July 2024 Facility Agreement, an annual advance interest payment and other additional direct costs. The deferred debt issuance costs were recorded in other current assets in the Company’s balance sheet and were amortized as financial expense over the term of the Second July 2024 Facility Agreement. Deferred debt issuance costs amounted to $302 as of December 31, 2024, and were fully amortized during the nine months ended September 30, 2025, following the termination of the Second July 2024 Facility Agreement (see note 10.C).

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

On the Uplist Date, the Company drew additional $80 of the Second July 2024 Facility Loan Amount. In addition, immediately following the Uplist Date, $160 of the Second July 2024 Facility Loan Amount was converted into units, which included 160,000 shares of common stock and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $1.00 per share for a three-year period from the Uplist Date. The warrants were recorded at fair value and were classified as equity.

During June 2025, all 520,000 warrants granted under the Second July 2024 Facility Agreement were exercised into 520,000 shares of common stock. The Company received total proceeds of $520 upon exercise of the warrants.

On July 14, 2025, following the closing of the July 2025 Private Placement and the proceeds received by the Company (see note 10.C), the Second July 2024 Facility Agreement was terminated.

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NOTE 8: FINANCIAL INSTRUMENTS AT FAIR VALUE

Financial instruments:

The Company has financial instruments measured at level 3 arising from the June 2024 Facility Agreement, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement (see notes 7.E, 7.F, 7.G). Embedded derivatives were identified and recognized at fair value upon initial recognition of each of the financial instruments and measured at fair value at each balance sheet date.

The fair value of the financial instruments as of December 31, 2024, was calculated using the following unobservable inputs: share price: $0.472, expected volatility:148%, exercise price: $1.00, risk-free interest rate:4.24%-4.32%, expected life:0.46-0.50 years.

On June 5, 2025, immediately after the Uplist, the Company converted all embedded derivatives to equity. At the Uplist Date and before the conversion, these embedded derivatives were measured at their intrinsic value through profit or loss.

The following table presents the financial instruments that were measured at fair value through profit or loss:

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NOTE 9: COMMITMENTS AND CONTINGENCIES

Liens:

On September 19, 2022, as part of the Reorganization Transaction terms, the Company provided several liens under Gix Media’s 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.

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

Subsequent to the balance sheet date, in connection with sale of Cortex in November 2025 (see note 13.C), Gix Media provided Leumi a lien on the consideration received in the form of shares and Leumi released its lien on the shares of Cortex sold by Gix Media.

Gix Media’s restricted deposits in the amount of $34 as of September 30, 2025, are held as a security in respect of credit cards and its leased offices. Cortex has restricted deposits in the amount of $172 as of September 30, 2025, of which $150 was pledged to meet financial covenants under Cortex’s Loan Agreement (see note 7.C) and the remaining amount is held as security for credit cards and its leased offices.

NOTE 10: SHAREHOLDERS’ EQUITY

A. Shares of Common Stock

Shares of the Company’s common stock confer the rights to: (i) participate in the general meetings, to one vote per share for any purpose, to an equal part, on a share basis, (ii) in distribution of dividends and (iii) to equally participate, on a share basis, in distribution of excess of assets and funds from the Company and will not confer other privileges.

On June 18, 2024, as part of the June 2024 Facility Agreement, the Company issued to the June 2024 Lenders 233,679 shares of common stock and 233,679 warrants to purchase such number of shares of common stock with an exercise price of $1.00 per share. In addition, the Company issued to the June 2024 Lead Lender a warrant to purchase 625,000 shares of common stock with an exercise price of $4.00 per share, representing an aggregate exercise amount of $2.5 million (see note 7.E).In July 2024, following the closing of the 2024 Private Placement (as defined in note 10.B), the exercise price of the June 2024 Lead Lender Fee Warrants was adjusted to $0.472, which is equal to the effective price per share of common stock in the 2024 Private Placement, and the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrants was also adjusted to a total of 5,296,610 shares, such that the adjusted exercise price and number of warrants issued is equal to an aggregate amount of $2.5 million.

On July 4, 2024, as part of the First July 2024 Facility Agreement, the Company issued to the First July 2024 Lender 425,000 shares of common stock and 550,000 warrants to purchase such number of shares of common stock with an exercise price of $1.00 per share (see note 7.F).

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A. Shares of Common Stock (Cont.)

On July 14, 2024 and July 25, 2024, the Company entered into consulting agreements with certain consultants (the “Consultants”) pursuant to which the Consultants agreed to provide certain services to the Company in connection with the Uplist (as defined in note 1.G). In consideration with the Consultants’ services, the Company issued to the Consultants 120,000 shares of common stock in July 2024. The Company recorded a share-based compensation expense of $57 in other expenses in connection with the issuance of shares to the Consultants.

On July 28, 2024, as part of the Second July 2024 Facility Agreement, the Company issued to the lenders of the Second July 2024 Facility Agreement 510,000 shares of common stock and 360,000 warrants to purchase such number of shares of common stock with an exercise price of $1.00 per share (see note 7.G).

On March 24, 2025, the Company entered into the 2025 SEA with Metagramm and all of the shareholders of Metagramm, pursuant to which the Company issued to Metagramm’s shareholders 1,323,000 of the Company’s shares representing 19.99% of its issued and outstanding share capital in exchange for 100% of Metagramm’s issued and outstanding share capital (see note 6).

On June 5, 2025, following the Uplist and as part of the June 2024 Facility Agreement, $663 of the Total Credit Facility Amount was converted into an aggregate of 662,957 shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $1.00 per share. In addition, during June and July 2025, out of 896,636 warrants granted under the June 2024 Facility Agreement,722,495 warrants were exercised into 722,495 shares of common stock (see note 7.E).

On June 5, 2025, following the Uplist as part of the First July 2024 Facility Agreement, $100 of the First July 2024 Facility Loan Amount was converted into an aggregate of 100,000 shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $1.00 per share. In addition, during June 2025, all 650,000 warrants granted under the First July 2024 Facility Agreement were exercised into 650,000 shares of common stock (see note 7.F).

On June 5, 2025, following the Uplist as part of the Second July 2024 Facility Agreement, $160 of the Second July 2024 Facility Loan Amount was converted into an aggregate of 160,000 shares of common stock of the Company and the same amount of warrants, each warrant is exercisable into one share of common stock of the Company at an exercise price of $1.00 per share. In addition, during June 2025, all 520,000 warrants granted under the Second July 2024 Facility Agreement were exercised into 520,000 shares of common stock (see note 7.G).

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B. 2024 Private Placement

On July 3, 2024, the Company entered into a definitive securities purchase agreement with a certain investor (the “Lead Investor”) for the purchase and sale in a private placement (the “2024 Private Placement”) of units consisting of (i)256,875 shares of the Company’s common stock at a purchase price of $1.00 per share and (ii)385,332 warrants to purchase 385,332 shares of the Company’s common stock (the “PIPE Warrants”) to the Lead Investor and other investors acceptable to the Lead Investor and the Company. The PIPE Warrants are exercisable upon issuance at an exercise price of $1.00 per share and have a three-year term from the issuance date. In addition, the PIPE Warrants are subject to an automatic exercise provision in the event that the Company’s shares of common stock are approved for listing on the Nasdaq Capital Market.

The aggregate gross proceeds received by the Company from the 2024 Private Placement were $257, of which $237 received in June 2024 and the $20 remaining received in July 2024.

Upon the closing of the 2024 Private Placement, the Company agreed to pay the Lead Investor: (1) $10 for actual and documented fees and expenses incurred and, (2) a commission consisting of (i) a cash fee of $13 and (ii)12,844 shares of the Company’s common stock.

The Company incurred share issuance costs of $65 ($59 in cash and $6 in shares of common stock) which were recognized as a reduction of additional paid-in capital.

In July 2024, the Company issued 269,719 shares of common stock and 385,332 warrants in connection with the 2024 Private Placement.

Following the Uplist Date, out of 385,332 warrants granted under the 2024 Private Placement,328,142 warrants were exercised during June and July 2025 into 328,142 shares of common stock. The Company received total proceeds of $328 upon exercise of the warrants.

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C. July 2025 Private Placement

On July 11, 2025, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company issued and sold in a private placement, (the “July 2025 Private Placement”) an aggregate of 848,763 shares of common stock, pre-funded warrants to purchase up to 77,160 shares of common stock and common warrants to purchase up to an aggregate of 925,923 shares of common stock, at an offering price of $4.86 per share of common stock and associated common warrant and an offering price of $4.8599 per pre-funded warrant and associated common warrant.

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

In connection with the July 2025 Private Placement, the Company also entered into a letter agreement with a placement agent on July 11, 2025, according to which the Company agrees to pay a cash placement fee equal to 7.0% of the gross proceeds and $50 for reasonable legal fees and disbursements.

The July 2025 Private Placement closed on July 14, 2025. The aggregate gross proceeds received by the Company on the closing date were $4,500. The Company incurred share issuance costs of $477 which were recognized as a reduction of additional paid-in capital.

In connection with the closing of the July 2025 Private Placement and the related proceeds, the First July 2024 Facility Agreement and the Second July 2024 Facility Agreement were terminated. In addition, the shareholders of Metagramm became entitled to partial earn-out payments on a pro rata basis pursuant to the 2025 SEA (see note 6).

On September 5, 2025,20,576 pre-funded warrants were exercised into 20,576 shares of common stock.

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D. Warrants:

The following table summarizes information of outstanding warrants as of September 30, 2025:

The following table summarizes the activity in outstanding warrants during the nine-months period ended September 30, 2025:

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E. Reverse Stock Split:

On July 15, 2024, the Company filed an amendment to its Amended COI to effect a 1-for-4 reverse stock split of the Company’s Common Stock (the “Reverse Stock Split”). The Reverse Stock Split became effective on March 14, 2025.

As a result of the Reverse Stock Split, every 4 outstanding shares of the Company’s common stock were converted into 1 share of the Company’s common stock. The Reverse Stock Split did not change the par value of the Company’s common stock or the number of its authorized shares.

Share and per share data in these financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented.

F. Share option plan:

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

On March 2, 2023, the Board approved the adoption of the 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan permits the issuance of up to (i)625,000 shares of Common Stock, plus (ii) an annual increase equal to the lesser of (A)5% of the Company’s outstanding capital stock on the last day of the immediately preceding calendar year; and (B) such smaller amount as determined by the Board, provided that no more than 625,000 shares of Common Stock may be issued upon the exercise of Incentive Stock Options. If any outstanding awards expire, are canceled or are forfeited, the underlying shares would be available for future grants under the 2023 Plan.

The 2023 Plan provides for the grant of stock options, restricted stock, restricted stock units, stock or other stock-based awards, under various tax regimes, including, without limitation, in compliance with Section 102 and Section 3(i) of the Israeli Income Tax Ordinance (New Version) 5271-1961, and for awards granted to United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 and Section 409A of the United States Internal Revenue Code of 1986.

In connection with the adoption of the 2023 Plan, on March 7, 2023, the Company entered into certain intercompany reimbursement agreements with two of its subsidiaries, Viewbix Israel and Gix Media (the “Recharge Agreements”). The Recharge Agreements provide for the offer of awards under the 2023 Plan to employees or service providers of Viewbix Israel and Gix Media (the “Affiliates”) under the 2023 Plan. Under the Recharge Agreements, the Affiliates will each bear the costs of awards granted to its employees or its service providers under the 2023 Plan and will reimburse the Company upon the issuance of shares of Common Stock pursuant to an award, for the costs of shares issued, but in any event not prior to the vesting of an award. The reimbursement amount will be equal to the lower of (a) the book expense for such award as recorded on the financial statements of one of the respective Affiliates, determined and calculated according to U.S. GAAP, or any other financial reporting standard that may be applicable in the future, or (b) the fair value of the shares of Common Stock at the time of exercise of an option or at the time of vesting of an RSU, as applicable.

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F. Share option plan (Cont.)

On July 20, 2023, the Company granted 12,756 restricted share units (the “RSUs”) under the 2023 Plan to Gix Media’s CEO, as part of his employment terms, (the “Grantee”) under the following terms and conditions:(1) 12,756 of Common Stock underlying the grant of RSUs (2) Vesting Commencement Date: July 1, 2023 (3) vesting schedule: 50% of the RSUs vested immediately upon the Vesting Commencement Date (the “First Tranche”) and the remaining 50% of the RSUs vested 12 months after the Vesting Commencement Date (the “Second Tranche”), provided, in each case, that the Grantee remains continuously as a Service Provider (as defined under the 2023 Plan) of Gix Media or its affiliates throughout each such vesting date (the “Grant”).

On July 1, 2023, upon the vesting of the First Tranche, the Company issued 6,378 shares of Common Stock to the Grantee. On July 1, 2024, upon the vesting of the Second Tranche, the Company issued 6,378 shares of Common Stock to the Grantee.

On July 11, 2025, the Company’s 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.

NOTE 11: FINANCIAL EXPENSES, NET

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NOTE 12: SEGMENT REPORTING

The Group operates intwo different segments in such a way that each company in the Group operates as a separate business segment. These business segments currently do not include Metagramm’s operations as they do not meet the segment definition criteria.

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

Digital content segment- the digital content segment is engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, including Google, Facebook, Yahoo and Apple, by utilizing such content to obtain internet user traffic for its customers. The digital content segment activity is conducted by Cortex. Subsequent to the balance sheet date, in November, 2025, Gix Media sold all of its holdings in Cortex (see note 13.C).

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

The chief executive officer, who is the Company’s chief operating decision maker (“CODM”), assesses performance for these segments and decides how to allocate resources based the segments’ operating income or loss and income or loss before tax. Segments’ assets and liabilities are not reviewed by the CODM and therefore were not reflected in the segment reporting. The significant expense categories comprising segments profit and loss regularly reviewed by the CODM for the periods ended September 30, 2025 and 2024 are set forth in the tables below.

The substantial amount of non-current assets is derived from Israel and the substantial amount of revenues is derived from United States.

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Segments revenues and operating results:

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Segments revenues and operating results (Cont.):

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A. Segments revenues and operating results (Cont.):

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

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NOTE 13: SUBSEQUENT EVENTS

The Company has evaluated subsequent events from September 30, 2025 through November 14, 2025, the date of issuance of these financial statements:

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