QUANTUM X LABS INC.

Previous wording

This management discussion and analysis section contains forward-looking statements, such as statements of the Company’s plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions “will,” “may,” “could,” “should,” etc., or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

Current wording

This Quarterly Report on Form 10-Q contains “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation, including revenue growth. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

Previous wording

The Company, through its subsidiary, Gix Media Ltd. (“Gix Media”), is focused on digital advertising operations for ad search (the “Search Platform”). Gix Media develops and markets a variety of technological software solutions that automate, optimize and monetize online campaigns. These technological tools enable advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their sites. Through the 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.

Current wording

Quantum X Labs also operates a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. The Company, through its subsidiary, Gix Media, is focused on digital advertising operations for ad search (the “Search Platform”). Gix Media develops and markets a variety of technological software solutions that automate, optimize and monetize online campaigns. These technological tools enable advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their sites. Through the Search Platform, the Company provides services to leading Search Engines worldwide by developing, marketing and distributing software products to internet users. The operations and activity on this platform are powered by Gix Media.

Previous wording

As of September 30, 2025, in addition to Gix Media’s Search Platform, the Company, through a previous majority-owned subsidiary of Gix Media, Cortex Media Group Ltd. (“Cortex”), operated a digital content platform, which produced engaging content and marketing material in various languages to various target audiences, in order to generate revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms. Following the Cortex Sale (as defined below), the Company only operates the Search Platform. For additional information, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Sale of Cortex” below.

Current wording

Until November 2025, in addition to Gix Media’s Search Platform, the Company, through a previous majority-owned subsidiary of Gix Media, Cortex, operated a digital content platform, which produced engaging content and marketing material in various languages to various target audiences, in order to generate revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms. Following the Cortex Sale (as defined below), the Company only operates the Search Platform.

Previous wording

In addition, the Company, through its subsidiary, Metagramm Software Ltd. (“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.

Current wording

The Company, through its wholly-owned subsidiary, Metagramm, 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.

Previous wording

On November 5, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors pursuant to which the Company agreed to sell and issue in a private placement (the “Private Placement Offering”) an aggregate of 800,000 shares of common stock (the “Private Placement Shares”) or pre-funded warrants to purchase shares of common stock (the “Pre-Funded Warrants”) in lieu of the Private Placement Shares. Each Private Placement Share and Pre-Funded Warrant will be sold together with a number of warrants equal to the aggregate number of Private Placement Shares and Pre-Funded Warrants sold in the Private Placement Offering, or in total warrants to purchase up to an aggregate of 800,000 shares of common stock (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”, and the Warrants together with the Private Placement Shares, the “Securities”), at a combined purchase price of $3.75 per Private Placement Share and accompanying Common Warrant and $3.7499 per Pre-Funded Warrant and accompanying Common Warrant.

Current wording

On January 1, 2026, we entered into an amended and restated securities purchase agreement (the “November 2025 Purchase Agreement”) with the Investors pursuant to which we issued and sold an aggregate of 800,000 shares of our common stock (the “November 2025 Private Placement Shares”). Each November 2025 Private Placement Share was sold together with a number of warrants equal to the 80% of the total number of November 2025 Private Placement Shares sold in the November 2025 Private Placement, or in total warrants to purchase up to an aggregate of 640,000 shares of our common stock (the “November 2025 Common Warrants” and together with the November 2025 Private Placement Shares, the “November 2025 PIPE Securities”), at a combined purchase price of $1.75 per November 2025 Private Placement Share and accompanying November 2025 Common Warrant. The November 2025 Private Placement closed on March 4, 2026 (the “Closing Date”).

Previous wording

The Pre-Funded Warrants will be immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. The Common Warrants will be immediately exercisable upon issuance at an exercise price of $5.625 per share, subject to adjustment as set forth therein, and will expire five 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 common stock underlying the Common Warrants. A holder of the Warrants will not have the right to exercise any portion of its 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 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.

Current wording

The November 2025 Common Warrants are immediately exercisable upon issuance at an exercise price of $2.625 per share, subject to adjustment as set forth therein, and will expire five years from the issuance date. 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.

Previous wording

In connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with each investor. Pursuant to the Registration Rights Agreement, the Company is required to file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the Private Placement Shares and the shares of common stock issuable upon exercise of the 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 Registration Statement is reviewed by the SEC. If, due to a shutdown or suspension of operations of the U.S. federal government or the SEC, the Registration Statement cannot be declared effective, the Company 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.

Current wording

In connection with 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. 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. federal government or the SEC, the Registration Statement cannot 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.

Previous wording

The Company also entered into an advisory agreement (the “Advisory Agreement”) with L.I.A. Pure Capital Ltd. (“the Advisor”) pursuant to which the Advisor agreed to provide advisory services in connection with the Private Placement Offering. The Company agreed to pay a commission to the Advisor of (i) a cash fee of $150,000 and (ii) a warrant to purchase 40,000 shares of common stock (the “Advisor Warrant”). Payment of the commission is conditioned upon the closing of the Private Placement Offering. The Advisor Warrant will have the same terms as the Common Warrants issued in the Private Placement Offering. In addition, in connection with the closing of the Private Placement Offering, the Company shall repay the outstanding loan amount owed to the Advisor pursuant to that certain Amended and Restated Facility Agreement, dated July 22, 2024, by and between the Company and by and between such lenders set forth in Schedule 1 thereto, including the Advisor, which as of November 5, 2025, is approximately $529,510, which includes the principal portion and accrued interest as of such date.

Current wording

We also entered into an advisory agreement (the “Advisory Agreement”) with L.I.A. Pure Capital Ltd. (“the Advisor”) pursuant to which the Advisor provided advisory services in connection with the November 2025 Private Placement. We paid a commission to the Advisor of (i) a cash fee of $70,000 and (ii) a warrant to purchase 32,000 shares of our common stock (the “Advisor Warrant”), which was conditioned upon the closing of the November 2025 Private Placement. The Advisor Warrant has the same terms as the November 2025 Common Warrants. In addition, in connection with the closing of the November 2025 Private Placement, we repaid $200,000 of the outstanding loan amount owed to the Advisor pursuant to that certain Amended and Restated Facility Agreement, dated July 22, 2024, by and between the Company and by and between certain lenders including the Advisor.

Previous wording

Aggregate gross proceeds to the Company in respect of the July 2025 Private Placement were approximately $4.5 million, before deducting fees payable to the Placement Agent and other offering expenses payable by us. If the warrants are exercised in cash in full this would result in an additional $4.4 million of gross proceeds.

Current wording

Aggregate 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.

Previous wording

Pursuant to the Purchase Agreement, the Purchaser agreed to acquire 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, will result in the Purchaser 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 (the “Closing”). As a result, Cortex became a wholly-owned subsidiary of the Purchaser.

Current wording

On November 9, 2025, Gix Media, Cortex Media Group Ltd. (“Cortex”), and certain founders of Cortex (the “Founders”) entered into a Share Purchase Agreement (the “Cortex Purchase Agreement”) with Pro Sportority (Israel) Ltd. (the “Pro Sportority”), a subsidiary of Minute Media Inc. (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 the Company.

Previous wording

The aggregate consideration payable to Gix Media is $800,000, consisting of (i) $200,000 in cash, and (ii) $600,000 in the form of 5,161 newly issued Preferred J Shares of the Parent (the “Parent Shares”), the most senior class of preferred shares of the Parent. The consideration is subject to customary tax withholding provisions and delivery mechanics as set forth in the Purchase Agreement. The Parent retains a call option to repurchase the Parent Shares from Gix Media under certain conditions, including insolvency or a change of control of Gix Media.

Current wording

The aggregate consideration payable to Gix Media is $800,000, consisting of (i) $200,000 in cash, and (ii) $600,000 in the form of 5,161 newly issued Preferred J Shares of Minute Media (the “Minute Media Shares”), the most senior class of preferred shares of Minute Media. Minute Media retains a call option to repurchase the Minute Media Shares from Gix Media under certain conditions, including insolvency or a change of control of Gix Media.

Previous wording

Gix Media is subject to a two-year non-compete and non-solicitation covenant following the Closing.

Current wording

Gix Media is subject to a two-year non-compete and non-solicitation covenant following the Cortex Closing.

Previous wording

We were 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.

Current wording

We were 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. On February 7, 2019, the Company entered into a share exchange agreement (the “Recapitalization Transaction”) with Gix Internet Ltd. (formerly known as Algomizer Ltd.) (“Gix Internet”), pursuant to which, Gix Internet assigned, transferred and delivered 99.83% of its holdings in Viewbix Ltd. (“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 December 15, 2025, the Company entered into a securities exchange agreement with Quantum X Labs Ltd. and certain of the shareholders of Quantum Israel pursuant to which the Company acquired 100% of Quantum’s issued and outstanding share capital on a fully diluted, post-closing basis and Quantum Israel became a wholly owned subsidiary of the Company. The transaction closed on March 4, 2026. On April 30, 2026, the Company changed its name to Quantum X Labs Inc.

Previous wording

Our principal executive offices are located at: 3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel and our telephone number is +972-9-774-1505. Our website address iswww.view-bix.com. The information contained on, or that can be accessed through, our websites is not incorporated by reference into this prospectus and is intended for informational purposes only.

Current wording

Our principal executive offices are located at: 2 Jabotinsky St, Atrium Tower, 18th floor, Ramat Gan, Israel 5252903 and our telephone number is +972-9-774-1505. Our website address is https://quantumxlabs.xyz/. The information contained on, or that can be accessed through, our websites is not incorporated by reference into this prospectus and is intended for informational purposes only.

Previous wording

Our research and development expenses were $115 thousand for the three months ended September 30, 2025, as compared to $338 thousand during the same period in the prior year. The reason for the decrease in the three months ended September 30, 2025, is due to the expense reduction in both the Content and Search Platforms during the three months ended September 30, 2025, as compared to the same period in the prior year.

Current wording

Our research and development expenses were $0 thousand for the three months ended March 31, 2026, as compared to $16 thousand during the same period in the prior year. The reason for the decrease in the three months ended March 31, 2026 is due to the expense reduction primarily in salaries and professional services during the three months ended March 31, 2026.

Previous wording

Our general and administrative expenses were $619 thousand for the three months ended September 30, 2025, as compared to $435 thousand during the same period in the prior year. The reason for the increase in the three months ended September 30, 2025, is due to increase in our professional services expenses incurred by us following the uplisting of our shares of common stock to the Nasdaq Capital Market, which was effected in June 2025 (the “Uplist”), as compared to the same period in the prior year.

Current wording

Our general and administrative expenses were $500 thousand for the three months ended March 31, 2026, as compared to $197 thousand during the same period in the prior year. The reason for the increase is due to higher professional services expenses in the period following the uplisting to the Nasdaq Capital Market in June 2025 (the “Uplist”) in the three months ended March 31, 2026, as compared to the same period in the prior year.

Previous wording

Our depreciation and amortization expenses for the three months ended September 30, 2025, were $791 thousand as compared to $727 thousand during the same period in the prior year.

Current wording

Our depreciation and amortization expenses for the three months ended March 31, 2026, were $224 thousand as compared to $173 thousand during the same period in the prior year. The increase in depreciation and amortization expenses is attributable to the increase in depreciation and amortization related to the acquisition of Metagramm on March 24, 2025. During the three months ended March 31, 2026, the depreciation and amortization expenses were recorded in full, compared to partial recognition during the same period prior year.

Previous wording

Our other expenses for the three months ended September 30, 2025, were $144 thousand, compared to $213 thousand during the three months ended September 30, 2024. Other expenses for the three months ended September 30, 2025 were primarily related to costs incurred in connection with the registration for the resale of the Company’s common stock while other expenses for the three months ended September 30, 2024, were primarily related to costs incurred in connection with the Uplist.

Current wording

Our other expenses for the three months ended March 31, 2026, were $22 compared to $44 during the three months ended March 31, 2025. Other expenses for the three months ended March 31, 2026, were primarily related to costs incurred in connection with the Quantum Israel acquisition. Other expenses for the three months ended March 31, 2025, were primarily related to costs incurred in connection with the Uplist and registrations for the resale of the Company’s common stock with the SEC.

Previous wording

Our net financial expenses were $668 thousand for the three months ended September 30, 2025, compared to $152 thousand net financial income during the same period in the prior year. The reason for the increase during the three months ended September 30, 2025, is mainly attributable to financing expenses related to facility agreements entered into during July 2024, as compared to financial income during the three months ended September 30, 2024, related to financial instruments arising from the facility agreements which are measured at fair value (see also note 8 to our interim condensed consolidated financial statements ended September 30, 2025).

Current wording

Our net financial expenses were $71 thousand for the three months ended March 31, 2026, as compared to $2,867 thousand net financial expenses during the same period in the prior year. The decrease during the three months ended March 31, 2026, is mainly attributable to financing expenses during the three months ended March 31, 2025, related to financial instruments arising from the Company’s facility agreements, which are measured at fair value.

Previous wording

Our income tax benefit was $348 thousand for the three months ended September 30, 2025, as compared to $59 thousand during the same period in the prior year. The reason for the increase during the three months ended September 30, 2025, was primarily attributable to an income tax benefit recognized in connection with the impairment of intangible assets related to the content platform.

Current wording

Our income tax benefit was $16 thousand for the three months ended March 31, 2026, as compared to an income tax expenses of $42 thousand during the same period in the prior year. The reason for the decrease in our income tax expense during the three months ended March 31, 2026, is due to the decrease in income before tax in the Search Platform.

Previous wording

As of December 31, 2024, we had current assets of $7,752 thousand consisting of $624 thousand in cash and cash equivalents, $58 thousand in restricted deposits, $1,832 thousand in accounts receivable, $1,257 thousand in other current assets and $3,981 thousand in the loan to our Parent Company.

Current wording

As of March 31, 2026, we had current assets of $2,894 thousand, consisting of $1,793 thousand in cash and cash equivalents, $45 thousand restricted deposits, $355 thousand in accounts receivable, $377 thousand in other current assets and $324 thousand in related parties.

Previous wording

As of September 30, 2025, we had non-current assets of $12,781 thousand, consisting of $28 thousand in deferred taxes, $81 thousand in property and equipment net, $6,464 thousand in intangible assets net and $6,208 thousand in goodwill.

Current wording

As of March 31, 2026, we had non-current assets of $24,813 thousand, consisting of $9 thousand in deferred taxes, $44 thousand in property and equipment net, $3,442 thousand in intangible assets, net, $600 thousand in financial assets measured at cost method and $20,718 thousand in goodwill, of which $14,326 thousand arose from the acquisition of Quantum Israel.

Previous wording

As of September 30, 2025, we had $8,552 thousand in current liabilities consisting of $4,736 thousand in accounts payable, $845 thousand in other payables and $2,104 thousand in short term loans and current maturities of long-term loans, and $867 thousand in short-term convertible loans.

Current wording

As of March 31, 2026, we had $4,243 thousand in current liabilities consisting of $1,111 thousand in accounts payable, $391 thousand in government authorities, $268 thousand in earn-out payable, $500 thousand in other payables, $1,048 thousand in short term loans and current maturities of long-term loans, $58 thousand in related parties and $867 thousand in short-term convertible loans.

Previous wording

As of September 30, 2025, we had $2,534 thousand in non-current liabilities consisting of $743 thousand in deferred taxes, $781 thousand in long term loans and $1,010 thousand in earn-out liability which arose from the Metagramm Acquisition.

Current wording

As of March 31, 2026, we had $1,779 thousand in non-current liabilities consisting of $663 thousand in deferred taxes, $390 thousand in long term loans and $726 thousand in earn-out liability which arose from the acquisition of Metagramm.

Previous wording

As of September 30, 2025, we had current assets of $4,103 thousand, consisting of $2,165 thousand in cash and cash equivalents, $206 thousand restricted deposits, $1,327 thousand in accounts receivable and $405 thousand in other current assets.

Current wording

As of December 31, 2025, we had current assets of $1,652 thousand consisting of $1,018 thousand in cash and cash equivalents, $20 thousand in restricted deposits, $315 thousand in accounts receivable and $299 thousand in other current assets.

Previous wording

As of December 31, 2024, we had non-current assets of $14,214 thousand consisting of $56 thousand in deferred taxes, $27 thousand in property and equipment net, $9,552 thousand in intangible assets net and $4,579 thousand in goodwill.

Current wording

As of December 31, 2025, we had non-current assets of $9,105 thousand consisting of $12 thousand in deferred taxes, $56 thousand in property and equipment net, $600 thousand in financial assets measured at cost method, $2,045 thousand in intangible assets net and $6,392 thousand in goodwill.

Previous wording

As of December 31, 2024, we had $12,929 thousand in current liabilities consisting of $5,935 thousand in accounts payable, $812 thousand in other payables, $5,374 thousand in short term loans and current maturities of a long-term loans, $29 thousand in embedded derivatives and $779 thousand in short-term convertible loans.

Current wording

As of December 31, 2025, we had $4,063 thousand in current liabilities consisting of $1,204 thousand in accounts payable, $355 thousand in government authorities, $201 thousand in earn-out payable, $395 thousand in other payables, $1,041 thousand in short term loans and current maturities of a long-term loans and $867 thousand in short-term convertible loans.

Previous wording

As of December 31, 2024, we had $1,530 thousand in non-current liabilities consisting of $496 thousand long-term loans and $1,034 thousand in deferred taxes.

Current wording

As of December 31, 2025, we had $1,705 thousand in non-current liabilities consisting of $586 thousand long-term loans, $793 thousand in earn out liability and $326 thousand in deferred taxes.

Previous wording

We had a negative working capital of $4,449 thousand and $5,177 thousand as of September 30, 2025, and December 31, 2024, respectively.

Current wording

We had a negative working capital of $1,349 thousand as compared to a negative working capital of $2,411 thousand as of March 31, 2026, and December 31, 2025, respectively.

Previous wording

During the three months ended September 30, 2025, we had a negative cash flow from operating activities of $1,715 thousand as compared to a positive cash flow from operations of $534 thousand during the same period in the prior year. The decrease in the three months ended September 30, 2025 is mainly due to an increase in the Company’s operating loss and decrease in changes in operating asset and liability items, which was mainly caused as a result of repayment of debts to suppliers and service providers.

Current wording

During the three months ended March 31, 2026, we had a negative cash flow from operating activities from continuing operations of $604 thousand as compared to a positive cash flow from operations of $191 thousand during the same period in the prior year. The decrease in the three months ended March 31, 2026 is mainly due to a decrease in changes in assets and liabilities items in an amount of $224 thousand during the three months ended March 31, 2026, as compared an increase in the amount of $234 thousand during the three months ended March 31, 2025 mainly due to higher payments to the Company’s accounts payables during the three month period ended March 31, 2026, as compared to the same period prior year.

Previous wording

During the nine months ended September 30, 2025, we had a positive cash flow from investment activities of $12 thousand which arose from Metagramm Acquisition, as compared to $0 during the same period in the prior year.

Current wording

During the three months ended March 31, 2026, we had a positive cash flow from investment activities of $193 thousand which arose from the acquisition of Quantum Israel, as compared to $12 thousand during the same period in the prior year.

Previous wording

During the nine months ended September 30, 2025, we had $4,228 thousand positive cash flow from financing activities as compared to $2,466 thousand negative cash flow from financing activities during the same period in the prior year. The increase in the nine months ended September 30, 2025, 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 and lower net repayments of bank loans and convertible loans, which totaled $2,013 thousand compared to $2,612 thousand in the same period of the prior year.

Current wording

During the three months ended March 31, 2026, we had $1,211 thousand positive cash flow from financing activities as compared to $188 thousand negative cash flow from financing activities during the same period in the prior year. The increase in the three months ended March 31, 2026, was primarily due to $1,400 received under the November 2025 Purchase Agreement.

Previous wording

Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, including: (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.

Current wording

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 all of Gix Media’s holdings in Cortex.

Previous wording

As of September 30, 2025, the Company has also provided several liens under Financing Agreement with Leumi in connection with the Cortex Acquisition in October 2021, 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 on behalf of the Company to Leumi; (3) a first ranking asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Company’s bank accounts. Subsequent to September 30, 2025, in connection with the Cortex Sale in November 2025, the Company provided Leumi a lien on the Parent Shares received by Gix Media and Leumi no longer had a lien on the shares of Cortex sold by Gix Media to the Purchaser.

Current wording

The Company has also 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.

Previous wording

According to the Financing Agreement, Gix Media undertook to meet financial covenants over the life of the loans, including positive EBITDA. As of September 30, 2025, Gix Media is in compliance with the financial covenants in connection with the Financing Agreement.

Current wording

According to the Financing Agreement, Gix Media undertook to meet a financial covenant over the life of the loans. As of March 31, 2026, Gix Media is in compliance with the financial covenant in connection with the Financing Agreement.

Previous wording

The Company experienced a decrease in its revenues from the Search Platforms and Cortex’s digital content platform as a result of the Cortex Adverse Effect, a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers’ technology, which adversely impacted the Company’s ability to acquire traffic in the Search Segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the Search Segment, as a result of lack of availability of suppliers credit from such third party strategic partners. As a result of the foregoing, the Company’s operations were adversely affected.

Current wording

During the years ended December 31, 2024, and 2025 and the three months ended March 31, 2026, we experienced a decrease in our revenues from the Search Platforms and Cortex’s digital content platform as a result of the Cortex Adverse Effect, a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers’ technology, which adversely impacted the Company’s ability to acquire traffic in the Search Segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the Search Segment, following the lack of availability of suppliers credit from such third party strategic partners. As a result of the foregoing, the Company’s operations were adversely affected.

Previous wording

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 this Quarterly Report.

Current wording

As a result of such decreases, for the three months ended March 31, 2026, we recorded an operating loss from continuing operations of $550 thousand compared to $55 thousand during the three months ended March 31, 2025, and a net loss of $605 thousand compared to $3,844 thousand during the three months ended March 31, 2025. As of March 31, 2026, we had cash and cash equivalents $1,793 thousand, bank loans and convertible loans of $2,305 thousand and an accumulated deficit of $46,652 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 three months ended March 31, 2026.

Previous wording

Management’s response to 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. In addition, the company entered into 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 a private placement transaction with certain accredited investors, pursuant to which the Company received gross proceeds of $4.5 million. In addition, on November 5, 2025, the Company entered into a private placement transaction, subject to the satisfaction of customary closing conditions, receipt of the Stockholder Approval and the execution of definitive agreements related to the Quantum Acquisition. Aggregate gross proceeds to the Company in respect of the November 2025 private placement transaction are expected to be approximately $3.0 million, before deducting fees payable to the Advisor and other offering expenses payable by the Company. For additional information, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—November 2025 Private Placement” above. However, there is significant uncertainty as to whether the Company will be able to secure additional funds when needed.

Current wording

Management’s response to 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. In addition, the Company raised funds during 2025, increasing its cash balance, as follows: (1) pursuant to the consummation 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 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. Moreover, on March 4, 2026, the Company closed a private placement transaction 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.