Viewbix Inc.

To the Stockholders and Board of Directors of Viewbix Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Viewbix Inc. and its subsidiaries (the “Company”) as of December 31, 2025, and 2024 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, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1I 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 1I. 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.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. 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 Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards 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, 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.

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.

Critical Audit Matter

The critical audit 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.

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

Critical Audit Matter Description

In March 24, 2025 (the “acquisition date”), the Company completed the 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.

The 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-out Liability”) of $1,010 thousands as of the acquisition date.

We 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.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to forecasts used by management to estimate the fair value of the Intangible Assets and Earn-out Liability included the following, among others:

/s/Brightman Almagor Zohar & Co.

Certified Public Accountants

A Firm in the Deloitte Global Network

Tel Aviv, Israel

March 27, 2026

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