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

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

Registrant’s Telephone Number, Including Area Code: ~~1 (855) 879-8439~~+9729-774-1505

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

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

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

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

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

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

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

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

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

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was ~~$344,778~~$1,730 thousands as of June 30, ~~2020,~~2023, based upon the closing price of the common stock, par value $0.0001 per share (“Common Stock”) on that ~~date, which was $0.0170.~~date.

As of March ~~15, 2021,~~20, 2024, there were ~~34,753,669~~14,920,585 shares of ~~common stock~~Common Stock outstanding.

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

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

Viewbix Inc. ~~(f/k/a Virtual Crypto Technologies, Inc., f/k/a Emerald Medical Applications Corp.)~~ (the “Registrant”, “Viewbix” or the “Company”) was incorporated in the State of ~~Ohio in 1989~~Delaware on August 16, 1985, under a predecessor name, ~~Zaxis International, Inc.~~The InFerGene Company (“~~Zaxis”~~InFerGene Company”). On August 25, 1995, ~~Zaxis~~a wholly owned subsidiary of InFerGene Company merged with ~~a subsidiary of The~~Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, ~~a Delaware corporation, which entity~~ changed its name to Zaxis International, Inc. (“Zaxis”). Our principal executive offices are located at 11 Derech Menachem Begin Street, Ramat Gan, Israel 5268104. Our website address is https://viewbix.com/ and our telephone number is + 972 9-774-1505. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. We have included our website address in this Annual Report solely for informational purposes. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with the ~~Company was reincorporated in Delaware under the name of~~SEC at www.sec.gov.

On March 16, 2015, Zaxis ~~International, Inc. On December 30, 2014, Zaxis entered into an agreement with~~and Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald Israel”).

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

On January 17, 2018, the Company formed a new wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (the “VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices. On February ~~12,~~22, 2018, the ~~Registrant filed a definitive information statement to change its~~Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. to reflect its new operations and business ~~focus, and, effective as of March 7, 2018, the Financial Industry Regulatory Authority (“FINRA”) approved the Registrant’s name change and its trading symbol~~focus. On January 27, 2020, VCT Israel was ~~changed from “MRLA”~~sold to ~~“VRCP” on the OTCQB.~~a third party for NIS 50,000 ($14,459).

During the period commencing January 16, 2018 through March 23, 2018, the Registrant raised $1.9 million in equity capital through the offering of units (the “Unit Offering”) at a price of $0.07 per unit, each unit consisting of: (i) one (1) share of the Company’s common stock, par value $0.0001 (the “Shares”); (ii) one (1) warrant to purchase a share of the Company’s common stock, par value $0.0001 exercisable for a period of twelve months at an exercise price of $0.14 per Share (the “Class F Warrants”); and (iii) one (1) warrant to purchase a share of the Company’s common stock, par value $0.0001 exercisable for a period of twelve months at an exercise price of $0.28 per Share (the “Class G Warrants”). The proceeds of the Unit Offering were utilized by the Registrant to fund the operations of Virtual Crypto Israel including, but not limited to, the costs associated with the development of the products.

On February 7, 2019, the ~~Registrant~~Company entered into a share exchange agreement (the ~~“Share Exchange Agreement”~~“Recapitalization Transaction”) with Gix Internet Ltd.~~, formerly~~ (formerly known as Algomizer Ltd. ~~(TASE:GIX)~~), a company organized under the laws of the State of Israel (“~~Gix”~~Gix Internet” or “parent company”), pursuant to which, ~~on July 25, 2019 (the “Closing Date”)~~ Gix Internet assigned, transferred and delivered 99.83% of 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 restricted common stock, par value $0.0001 per share (“Common Stock”) of the Company, ~~(the “Common Stock”), representing 65%~~which resulted in Viewbix Israel becoming a subsidiary of the ~~issued~~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 5, 2021, the Company entered into a certain Agreement and ~~outstanding share capital~~Plan of Merger (the “Reorganization Transaction”) with Gix Media Ltd., an Israeli company and the majority-owned subsidiary of Gix Internet, in the field of MarTech (Marketing Technology) solutions, primarily search and content monetization (“Gix Media”) and Vmedia Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, following the Reorganization Transaction, and upon satisfaction of additional closing conditions, Merger Sub will merge with and into Gix Media, with Gix Media being the surviving entity and wholly-owned subsidiary of the Company. Prior to the closing of the Reorganization Transaction, Gix Media was a majority-owned subsidiary of Gix Internet, which held approximately 58% of the Common Stock of the Company, on a fully diluted ~~basis~~basis.

On September 19, 2022, the Reorganization Transaction, was consummated (the “Closing”) and, as a result, all outstanding ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) were exchanged for shares of the ~~Closing Date, following the conversion of certain convertible notes~~Company’s Common Stock such that Gix Media became a wholly owned subsidiary of the ~~Company and excluding certain warrants to purchase shares~~Company. Following the Reorganization Transaction, holders of the Gix Media Shares held 90% of the Company’s Common Stock on a fully diluted basis, with Gix Internet holding 76.67% of the Common Stock ~~expiring in 2020 and additional warrants as further described below (the “Fully Diluted Share Capital”). In addition, upon~~on a fully diluted basis.

The following diagram illustrates the earlier of: (a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will issue to Gix an additional 1,642,193 shares of restricted common stockassociated corporate structure of the Company ~~representing 5%~~prior to and following the Reorganization Transaction.

Following the closing of the ~~Fully Diluted Share Capital immediately following~~ Reorganization Transaction, the ~~Closing Date.~~Company integrated Gix Media’s technology into its operations aiming to expand its growth potential in the search and content monetization space. Gix Media’s business operations include both (i) the provision of services to the world’s leading search engines through the development, marketing and distribution of free software to many Internet users, and (ii) editing and marketing of content in different languages to different target markets, for the purpose of monetizing advertisements on digital marketing and advertising platforms.

In connection with the Closing, effective as of August 31, 2022, the Company ~~filed a Certificate of Amendment to its~~adopted an Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), pursuant to which the Company, among other things, effected a reverse stock split of its Common Stock at a ratio of 1-for-28 (the “Reverse Split”) and an Amended and Restated Bylaws (the “Bylaws”). All descriptions of our stock capital, including share amounts and per share amounts in this Annual Report, are presented after giving effect to the Reverse Split.

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

In connection with the ~~Secretary~~Cortex Acquisition, on October 13, 2021, Gix Media entered into a financing agreement with Bank Leumi Le Israel Ltd (“Leumi”), for the provision of ~~State~~a line of ~~Delaware reflecting its name change from Virtual Crypto Technologies, Inc.~~credit in the total amount of up to $3.5 million and a long-term loan totaling $6 million, which Gix Media used to finance the Cortex Acquisition (the “Financing Agreement”). On July 25, 2022, Gix Media and Leumi entered into an addendum to the Financing Agreement according to which Leumi will provide Gix Media with a loan of up to $1,500,000 to be withdrawn at the discretion of Gix Media by no later than January 31, 2023 (the “Additional Loan”). The Additional Loan was withdrawn in connection with the purchase of the additional 10% of Cortex’s share capital on January 17, 2023. On October 10, 2023, Gix Media and Leumi entered into a second addendum to the Financing Agreement (the “Second Addendum”), according to which, effective as of September 26, 2023, certain provisions, including among others, the conditions of the financial covenants contained therein and the interest rate quote, were amended according to the agreed terms between the parties (see Notes 7 and 10 of our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K).

On November 15, 2023, Viewbix ~~Inc.~~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 $480,000 (which sum may be increased to ~~reflect its new operations~~up to $1,000,000, at the discretion of the Lenders). In accordance with the terms of the 2023 Loan, the principal amount bears an annual interest at a rate of 9% and ~~business focus~~shall be repaid over the course of two years following January 1, 2024. In the event that Viewbix Israel fails to repay a part or all of the loan amount (including the accrued interest) and ~~effective on August 7, 2019, FINRA approved~~subject to certain conditions, the ~~Registrant’s name change and its trading symbol was changed from “VRCP”~~outstanding loan amount may be converted, at each Lender’s discretion, into shares of the Company’s Common Stock, at a price per share equal to ~~“VBIX” on~~ the ~~OTCQB.~~30-day average of the closing bid price of the Common Stock, calculated as of such date the respective portion of the outstanding loan amount becomes repayable.

OnIn connection with the ~~Closing Date, (i)~~2023 Loan, the Company issued ~~20,281,085 shares of its common stock~~ to Gix in exchange for consideration consisting of 99.83% holdings in Viewbix Israel, and (ii) convertible notes representing 3,434,889 shares of Common Stock then currently issued to holders were converted. The shares of Common Stock were issued under Regulation S. The Company also issuedeach Lender a ~~total of 7,298,636 warrants to Gix~~warrant to purchase shares of Common Stock ~~whereby (i) 3,649,318~~(the “2023 Warrants”), such that the number of ~~such warrants were issued with~~shares of Common Stock underlying each 2023 Warrant will reflect (one-for-one) the number of dollars provided by each Lender as part of the principal amount. Each 2023 Warrant has an exercise price per share of ~~$0.48,~~Common Stock of $0.50 and ~~(ii) 3,649,318 of such warrants~~will expire and cease to be exercisable on December 31, 2025. The 2023 Warrants were issued ~~with an exercise price of $0.80.~~

~~Following~~to the ~~Closing Date, Viewbix Israel became a subsidiary~~Lenders pursuant to Regulation S of the ~~Registrant.~~Securities Act of 1933, as amended (“Regulation S”) (see note 10.D of our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K).

On September 27, 2023, our stockholders approved to grant to the Board of Directors the power to effect a reincorporation of the Company from the State of Delaware to the State of Nevada by way of a parent-subsidiary merger (the” Reincorporation”). The Reincorporation will be effected pursuant to an Agreement and Plan of Merger to be entered between the Company and Viewbix ~~Israel was incorporated~~Inc., a soon to be formed wholly-owned subsidiary under the laws of the State of Nevada (the “Surviving Corporation”), which will provide that the Company, as parent in ~~February 2006 in Israel.~~this transaction, will merge with and into the Surviving Corporation. Upon the consummation of the Reincorporation, the Company will cease its legal existence as a Delaware corporation, and the Surviving Corporation will continue the Company’s business as the surviving corporation under the name “Viewbix Inc.” succeeding to all of the Company’s rights, assets, liabilities and obligations, except that its affairs will cease to be governed by the Delaware General Corporation Law and will be subject to the Nevada Revised Statutes. In addition, as approved by our stockholders, upon completion of the Reincorporation, the Company will adopt an Articles of Incorporation and new bylaws under the Nevada Revised Statues, which will replace its current Certificate of Incorporation and Bylaws. As of the date of this Annual Report, our Board of Directors has not effected the Reincorporation.

~~On January 27, 2020, VCT Israel was sold to a third party for NIS 50,000 ($14,459).~~

Viewbix is ~~an interactive video technology and data~~a digital advertising platform that ~~provides its client with deep insights into their~~develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbix’s operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging (“Video Advertising Platform”). With the Video Advertising Platform, Viewbix allowed its ~~messaging. Viewbix allow companies~~clients with digital video properties the ability to ~~add~~use its platforms in a ~~layer with interactive content on top of a video~~way that allows viewers to engage and interact with the video. The ~~platform measures exactly~~Video Advertising Platform measured when a ~~view takes an~~viewer performs a specific action while watching a video and collects and reports the results to the client.

Viewbix developed the interactive video platform based on Software as a Service (“SaaS”) business model with interactive elements, and the ability to collect and analyze information about each interactive action performed during the viewing of the video clip. The interactive elements and information gathered allows the client to analyze user viewing habits and optimize real-time throughout the campaign while increasing the effectiveness of online and live video marketing.

Viewbix has adapted its technology platform to work on most nonproprietary platforms on the Internet, including, but not limited to, online video campaigns, brand and image videos, online tutorials, live and real-time video streaming (e.g. music concerts and sporting events), video presentations, and more. Using the Viewbix platform, video creators can integrate advances features into their videos, specifically the inclusion of “click” buttons that trigger a particular action, into a given video, like the insertion of a smart form for retrieving the contact information of the viewer. Viewbix then collects all the data around the cross section of the viewing data and engagement data and offers its clients the opportunity to download and analyze the results. Viewbix also offers a full service option where the Viewbix account managers will analyze the data and report results and suggestions to its clients.

Notwithstanding the foregoing, the Company initiated certain cost reduction measures during fiscal year-ended December 31, 2020. On January 1, 2020, each of the Company’s former Chief Executive Officer and Chief Operating Officer tendered their resignations from their respective positions. Moreover, However, due to the Company’s failure to meet predetermined sales targets which were set ~~forth~~pursuant to the Recapitalization Transaction, in ~~the Share Exchange Agreement,~~January 2020 the Company determined to reduce its operations and the size of its sales ~~team~~ and ~~likewise, the~~ R&D team ~~was replaced with a more cost-effective consultant. These decisions, and future decisions related to cost-reduction measures, may impact the Company’s ability to sell and support its products~~ in the ~~future~~Digital Advertising Platform.

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

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

~~Video~~Through the Content Platform, the Company provides editing and marketing ~~remains one~~services of content in different languages and to different target audiences with the ~~fastest growing industries, and, accordingly is increasingly crowded with competition. According to a study published by Cisco, by 2022 online videos will represent 82%~~goal of ~~online consumer traffic. Globally, three trillion minutes (or five million years) of video~~generating revenues from advertising employed in such content, ~~will cross the Internet each month by 2022,~~ which is based on digital content marketing and advertising platforms. The operations and activity on this platform are powered by Cortex.

Gix Media’s Search Platform allows for the ~~equivalent~~referral of ~~1.1 million minutes of video streamed or downloaded every second.~~

~~While there~~user traffic (i.e., searches that are ~~many companies that offer hosting and streaming services, Viewbix focuses on providing expanded value~~performed by internet users) to its clients that reaches beyond the hosting and streaming platforms. Viewbix has several direct competitors, including Hapyak, which operates primarily via websites, and Innovid, which focuses on advertisements. Additionally, video hosting companies,Search Engines, such as ~~Wistia~~Yahoo and ~~Vidyard, both offer~~Bing, where the Search Engines display the ads of their customers. The Search Engines pay Gix Media for the searches that were referred by it, based on the amount of consideration that the Search Engine receives from the advertisers for the user traffic generated, less a certain ~~interactive elements similar~~percentage from the revenues attributed to ~~Viewbix. However, Viewbix’s proprietary component is its focus on interactivity~~the Search Engine. Since the customers of Gix Media are the Search Engines, and ~~deep data, which results can thereafter be analyzed~~not the advertisers, Gix Media recognizes revenues for the actual amount received from the Search Engines, and ~~applied.~~not from the advertisement revenue itself.

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

In addition, Gix Media provides user traffic referral services to Search Engines and/or directly to website publishers through the referral of traffic of browsers who engage content generated by Gix Media. This content is displayed on ad spaces that are purchased by the Company by content recommendation companies (such as Yahoo!, Outbrain, Taboola and Gemini). When occasional users click on such content, Gix Media transfers user traffic to a Search Engine and/or to website publishers which contains search words that are related to the advertising content.

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

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

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

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

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

Additionally, through the direct model Gix Media refers user traffic to the Search Engines and/or website publishers by purchasing advertising space on leading publishing websites around the world using content recommendation companies such as Taboola and Outbrain, such that user traffic referred by it to the Search Engines and/or website publishers is created by users on the websites where the ad is displayed.

The revenues generated by Gix Media from the Search Platform applying this model, constituted approximately 20% and 7% of the total revenues of Gix Media for the fiscal year-ended December 31, 2023 and December 31, 2022, respectively.

Cortex operates its Content Platform using the direct model through an Artificial Intelligence (“AI”) based system developed by Cortex, which connects user traffic and advertisers (the end customers of Cortex) who advertise on the Cortex Websites through online, algorithmic, and customized advertising. See “Item 1. Description of Business – Business Overview – Products and Services – Content Platform”, for further information on the AI system and other systems devolved by Cortex.

The revenues generated by Cortex from the Content Platform are entirely from the direct model.

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

The revenues generated by Gix Media from the Search Platform applying this model, constituted approximately 80% and 93% of the total revenues of Gix Media for the fiscal year-ended December 31, 2022 and December 31, 2023, respectively.

The process of referring searches to Search Engines starts with the purchase of ad space in leading content publishing websites by content recommendation platforms (such as Gemini, Yahoo!, Taboola and Outbrain). Such ad space displays content ads of ours on various subjects. The ad will offer the user a link to receive information or content on a specific subject. Users who click these content ads will be directed to the webpage of the Search Engine’s results that includes relevant content from the Search Engines, based on the search terms related to the ad content.

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

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

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

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

The Software that Cortex develops is primarily based on ten technological components: (1) monitoring and Big Data, (2) campaign management, (3) content monetization, (4) targeted AI tools to predict Google monetization, (5) campaign launching, (6) digital content management, (7) digital content index and labeling, (8) bidding management and ad optimization, (9) an A/B testing for performance comparison and (10) an AI system for managing and translating articles.

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

The business model used by Cortex on the Content Platform is the direct model. The revenues from the Content Platform are generated from the consideration Cortex receives from the advertisers, either based on the number of views the ads receive or based on the number of Users who clicked on the ads and were re-directed to the advertisers’ websites.

The following illustration describes the Readers’ traffic acquisition process:

The Software manages the traffic activities of Users to the Cortex Websites by re-directing their traffic from various online platforms (such as Yahoo, AOL, Zamenta and Outbrain). By using machine learning and AI, the Software analyzes the properties of a given User and compares the data to the historical data of other Users and then analyzes the probability that the given User’s interaction with the promoted content will advance to a conversion process, by either viewing the promoted ad on the Cortex Websites or by clicking on the promoted ad (“Conversion”).

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

The algorithms that we develop help analyze the historical results of a User’s Conversions with respect to each advertiser and factor them together with the price per Reader that each advertiser pays. According to this analysis, the algorithm then decides which ad to display to each Reader in order to maximize the probability that the Reader’s interaction will reach a Conversion, and, in turn, maximize ad revenues.

In addition, the Software identifies which advertisements were delivered to the Reader, the payment amount that the advertisers paid to Cortex for each ad read by the Reader, the length of time the Reader viewed the ad, and whether the Reader clicked the ad or not. This monitoring system allows us to accumulate and analyze such data about any User in an optimal manner.

The vast number of Users who visit the Cortex Websites (which can reach up to one million Users per day) and the extensive information that Cortex collects in response, generate substantial traffic from the Users’ browser to the Cortex servers. Cortex developed a backend infrastructure to receive this traffic, process it, and document it in a manner to enable Cortex to assess such data in an effective and efficient manner.

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

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

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

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

The purpose of the AI system for the valuation and prediction of the monetization is to predict the bids of the advertisers, according to a number of parameters, including the content of the article, the User, the day in the week and the time of day.

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

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

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

The creation of an ad campaign in a certain network requires specialization in the network and extensive work on each campaign. Cortex developed a dashboard that enables the Creative Team to focus only on the creative aspects of the campaign and later select in a simplified matter, based on data presented to it in the dashboard, which interfaces, countries and networks to present the campaign in, and when to launch the campaign. With this process, it is possible to launch up to hundreds of campaigns within minutes, an action that, without using the system, may have taken a number of days of manual work.

The dashboard that is used by the Creative Team to launch the campaign appears as such:

Cortex developed a system to manage these articles, which includes version tracking, logs of changes, full back-up of the articles, and options to edit photos and text. This system is only used for internal purposes.

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

This bidding system is an important tool for the Cortex monetization system. All of Cortex’s customers use this system and our development team updates the interfaces a number of times a year, based on the technological developments of the advertisers, the browsers and applicable privacy restrictions.

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

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

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

As of December 31, 2023, Gix Media has one major customer, a reputable international Search Engine (“Gix Major Customer”). Gix Media has generated revenues of approximately $12.3 million from the Gix Major Customer, constituting approximately 60% of the total revenues of Gix Media during the year ended December 31, 2023. Our relationship with this Gix Major Customer originated in 2013 upon the signing of an exclusive cooperation agreement, which is extended from time to time. In March 2020, an extension of the foregoing agreement was signed, whereby the term of the agreement was extended until October 26, 2023, was automatically renewed for an additional one year period until October 26, 2024, and will continue to be automatically renewed for additional one year periods, unless either party gives notice of non-renewal 90 days’ in advance.

Cortex’s customers in the Content Platform include advertising companies that are active in the digital advertising market.

Generally, our sales are performed by marketing and advertising agents and advertising agencies (“Bidders”), who represent end customers and receive advertising budgets from the end customers and purchase ad spaces with these budgets.

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

As of the date of this Annual Report, Cortex has one major customer from its Content Platform operations, Google, which it engages directly through a services agreement by and between its subsidiary Samyo Technologies Ltd. and Google Ireland Limited. (“Google”). The services agreement was entered into on July 31, 2023 and is effective for two years and thereafter will automatically be renewed for additional one year periods, unless either party gives notice of non-renewal 60 days’ in advance. Prior to the services agreement directly with Google, Cortex engaged with Google through a services agreement with Total Media Ltd. (“Total Media”). Cortex has generated revenues of approximately $11.3 million from Total Media and Google, constituting approximately 19% of the total revenues of Cortex during the year ended December 31, 2023.

We have a wide variety of products, and each product requires specific, tailor-made marketing and distribution models. We have advanced BI systems that improve constantly, which assist in distributing different products online, with a goal of maximum customization of the product to the end user. These BI systems were developed in-house by Gix Media and Cortex.

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

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

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

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

As of the date of this Annual Report, there are companies that develop different types of software products, which enable partial performance of the operations that are performed by the Content Platform of Cortex. As of the date of this Annual Report, the Company cannot estimate its size and positioning with relation to its other competitors and its size in the digital content market. Our main competitors in this market include: Perion, Buzz Feed, Pub+, Novelty, Hive Media and Kueez.

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

We maintain the ongoing creation of content in different languages, to various audiences and geographic areas and focus on constant improvement of our technology that enables better competition of the Company in bids for the purchase of ad spaces in leading websites to post Cortex Websites’ articles, such as Yahoo and CNN.

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

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

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

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

We have four patents that have been granted to us in the U.S. ~~which we consider material to our business and operating success, including the following:~~:

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

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

During the years ended December 31, 2023, and December 31, 2022, the total R&D expenses of the Company in the Search Platform, through Gix Media, were $1.5 million and $1.7 million, respectively.

We estimate that during the twelve months following the date of this Annual Report, we will invest a total amount of approximately $1.7 million in R&D expenses in the Search Platform, primarily to improve our existing services and technologies in this platform.

Cortex focuses its R&D efforts in the Content Platform on improving its algorithm and AI, and on preparing work and monitoring tools for the creators of digital advertising.

During the year ended December 31, 2023, the total R&D expenses of the Company in the Content Platform were $1.4 million.

We estimate that during the twelve months following the date of this Annual Report, we will invest a total amount of approximately $1.4 million in R&D expenses in the Content Platform, primarily to improve our existing services and technologies in this platform.

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

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

For example, we are subject to U.S. federal and state laws regarding copyright infringement, privacy and protection of user data, many of which are subject to regulation by the Federal Trade Commission. These laws include the California Consumer Privacy Act and its ~~interactive live capabilities~~regulations, as amended by the California Privacy Rights Act of 2020 (the “CCPA”), which provides data privacy rights for consumers and operational requirements for companies and imposes additional notice and opt out obligations, including an obligation to provide an opt-out for behavioral advertising. The Digital Millennium Copyright Act (the “DMCA”), which aims to reduce the liability of online service providers in certain situations if their users engage in copyright infringement, and other federal laws, for example Children’s Online Privacy Protection Rule that restrict online service providers’ collection of user data on minors as well as distribution of materials deemed harmful to minors. Many U.S. states, such as California, Colorado, Connecticut, Virginia, and Utah, have adopted statutes that require online service providers to report certain security breaches of personal data, to inform to consumers when personal data will be disclosed to direct marketers. In many respects, these state laws focus on advertising activities, mandating that businesses that engage in certain advertising uses of consumer personal data to offer and honor an opt-out of such activities, including, in some states, through browser or device-based preference signals. These state privacy laws also ~~collecting~~provide consumers other rights, such as to access, correct or delete their personal data (subject to certain limitations), opt out of certain processing of their personal data, and impose special rules on the ~~engagement~~collection of data from minors, as well as transparency and data governance obligations. Additionally, new state privacy laws (including, privacy laws, social media regulations, children online data laws and data broker laws) are expected to become effective in 2024, including privacy laws in Florida, Oregon, Texas, and Montana, and additional states are expected to follow in future years. There are also a number of legislative proposals pending before the U.S. Congress and various state legislative bodies concerning various data protection topics, including, privacy, children data, data brokers, which could affect us.

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

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

Foreign data protection, privacy and other laws and regulations may affect our business, and such laws can be more restrictive than those in the United States. For example, in Israel, the Protection of Privacy Law, 5741-1981 (and the regulations thereunder, together, the “Israeli Privacy Protection Law”) requires that any request for personal data for use or retention in a database, be accompanied by a notice that indicates whether a person is legally required to disclose such data or that such disclosure is made at such person’s free will and consent; the purpose for which the data is requested; and to whom the data is to be delivered and for which purposes. A breach of privacy under the Israeli Privacy Protection Law is considered a civil tort and subject to administrative fines as well as civil damages. Certain violations of the Israeli Privacy Protection Law are considered criminal offences punishable by imprisonment. In the European Union, similar data protection rules exist, as well as privacy legislation restricting the use of cookies and similar technologies. According to the General Data Protection Regulation (“GDPR”), the processing and collection of personal data, or the gaining access to personal data is only allowed on condition that the subscriber or user concerned has given his or her informed consent, or that a different legal basis for such processing or collection exists. Moreover, the GDPR, presumably has an even wider territorial scope, as well as a broad definition of personal data which includes geolocation data and online identifiers, the collection and processing of which imposes more stringent user consent requirements. Further, the GDPR includes stringent operational requirements for companies that process personal data and contains significant penalties for non-compliance. In addition, new European initiatives have been announced by the European regulators relating to cyber security, e-commerce, data, copyright, artificial intelligence and cookies. These laws and regulations generally define personal data to include location data and online identifiers, which are commonly used and collected parameters in digital advertising and, among other things, impose stringent user consent requirements and permit data subjects to request we discontinue using certain data. In addition, some countries are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services.

Additionally, in the EU, the EU Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the ePrivacy or Cookie Directive, directs EU member states to ensure that accessing data on an internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the internet user has been informed about such access, and provided consent. A replacement for the ePrivacy Directive is currently under discussion by EU member states to complement and bring electronic communication services in line with the GDPR and force a harmonized approach across EU member states. Although it remains under debate, the proposed ePrivacy Regulation may further raise the bar for the use of cookies, and the fines and penalties for breach may be significant and could affect our services, business and revenues. We cannot yet determine the impact such future laws, regulations and standards may have on our business.

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

Data privacy legislation restricts the cross-border transfer of personal data. Specifically, the GDPR, other European Economic Area countries’ laws (the “EEA”), and U.K. GDPR, generally prohibit the transfer of personal data from the Europe and U.K., to the United States and most other countries unless the transfer is to an entity established in a country deemed to provide adequate protection (such as Israel or the U.K.) or the parties to the transfer have implemented specific safeguards to protect the transferred personal data. Where a transfer of personal data outside the EEA to a ~~live stream. This would greatly enhance~~country that is not deemed to be “adequate”, takes place, it is required to comply with applicable laws, such as through implementing the European Commission’s standard contractual clauses (“SCCs”), that have been updated on June 4, 2021, and the shift was completed by December 27, 2022. The European Data Protection Board (“EDPB”) released a comment on the supplementary measures that companies may use to ensure an ‘EU level’ of data protection - such as conducting impact assessment for data transfers, which assess the use of SCCs on a case-by-case basis, taking into account the legal regime applicable in the destination country, and in particular applicable surveillance laws and rights of individuals as well as considering additional technical and organizational measures and/or contractual provisions that may be needed to be put in place. On June 4, 2021, the European Commission issued a new set of SCCs under the GDPR for data transfers. These modernized SCCs replace the three sets of SCCs that were adopted under the previous Data Protection Directive 95/46. In addition, on February 2, 2022, the Secretary of State of the U.K. laid before the Parliament the international data transfer agreement (IDTA) and the international data transfer addendum to the European Commission’s standard contractual clauses for international data transfers (Addendum), which came into force on March 21, 2022, following Parliamentary approval. Contracts involving data processing which are based on the old EU SCCs and concluded on or before September 21, 2022, will continue to provide appropriate safeguards under the U.K. GDPR until March 21, 2024. In some jurisdictions like the EU, UK and Israel, the law and guidance on data transfers is rapidly developing and recent developments will require us to review and may require us to amend or supplement the legal mechanisms by which we make and/or receive personal data transfers.

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

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

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

These regulations result in significant compliance costs and could result in restricting the growth and profitability of the Company’s business by impeding the development of new services. The cost of complying with existing or new data privacy or data protection laws and regulations may limit our ability to gather the personal data needed to provide our services. It could negatively impact the use or adoption of our services, reduce overall demand for our services, make it more difficult for us to meet expectations from or commitments to our clients, lead to significant fines, penalties, or liabilities for noncompliance, or impact our reputation, any of which could harm our business.

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

As of March 20, 2024, we (either directly through Viewbix, or through either Gix Media or Cortex) employ 43 full-time employees or consultants. Of these employees or consultants, 14 are employed or engaged by Gix Media, 24 are employed or engaged by Cortex and 5 primarily perform general administrative, business development and financial consulting tasks for Viewbix, Gix Media or Cortex. None of our employees are members of a union or subject to the terms of a collective bargaining agreement.

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

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

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

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

AsThe Company’s employees’ employment terms are generally subject to the terms and conditions of ~~December 31, 2020, Viewbix has two employees in management and finance in Israel. Additionally, Viewbix retains~~ the ~~services~~compensation policy of ~~two R&D service providers, and a sales and marketing consultant which is based in the UK.~~Gix Internet, our parent company.

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

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

We initiated certain cost-reduction measures during the previous fiscal year, which could have long-term adverse effects on our business and we may not realize the operational or financial benefits from such actions.

We initiated certain cost-reduction measures during the previous fiscal year, and we may engage in similar activities in the future. This decision may distract management, could slow improvements in our platform and limit our ability to attract customers. It remains unclear how and to what extent this decision will impact our future business and operating success.

~~The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our business, financial condition, liquidity and results of operations.~~

The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide, placed constraints on the operations of businesses, decreased consumer mobility and activity, and caused significant economic volatility in the United States, Israel and international capital markets. The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including actions to contain COVID-19 or treat its impact and the efficacy and scale of the various vaccines currently deployed in Israel and across the world, among others. Our business has been affected in various ways, including in our operations, and we cannot predict the length and severity of the pandemic. We have followed guidance by the U.S. and Israeli governments and the other local governments in which we operate to protect our employees and our operations during the pandemic and have implemented a remote environment for certain of our employees, and, as a result, may experience inefficiencies in our employees’ ability to collaborate. The COVID-19 pandemic could also affect the health of our consumers. In addition, the COVID-19 pandemic has caused an economic recession, high unemployment rates and other disruptions, both in the United States, Israel and the rest of the world. Any of these impacts, including the prolonged continuation of these impacts, could adversely affect our business.

We cannot predict the other potential impacts of the COVID-19 pandemic on our business or operations, and there is no guarantee that any near-term trends in our results of operations will continue, particularly if the COVID-19 pandemic and the adverse consequences thereof continue for a long period of time. Additional waves of infections, a continuation of the current environment, or any further adverse impacts caused by the COVID-19 pandemic could further deteriorate employment rates and the economy, detrimentally affecting our consumer base and divert consumers’ discretionary income to other uses, including for essential items. These events could adversely impact our cash flows, results of operations and financial conditions and heighten many of the other risks described in these “Risk Factors.”

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

We provide ~~a platform that allows companies to understand what messages are resonating with their video viewers and how to leverage that data to enrich and empower a more effective video experience.~~digital advertising platforms. Our revenues are derived from the sale of our ~~platform.~~platforms. If the demand for ~~video~~digital advertising does not continue to grow or customers do not embrace our ~~platform,~~platforms, this could have a material adverse effect on our business and financial condition.

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

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

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

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

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

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

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

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

This, together with other advertisement-blocking technologies incorporated in or compatible with leading internet browsers and ~~the nature of services, it is difficult to accurately predict~~operating systems, could impact our ~~future performance and may be difficult to increase revenue or profitability.~~

~~We developed our platform based on SaaS~~advertising business model. We do not have an extensive history of ongoing operations in using our business model from which to predict our future performance, and making such predictions, particularly with regard to the effect(as well as those of our ~~efforts to aggressively increase~~competitors). These changes could materially impact the ~~distribution~~way we do business, and ~~profitability is very complex~~if we or our advertisers and ~~challenging. If~~third parties we work with are unable to ~~continuously improve our platform, this~~quickly and effectively adjust and provide solutions to those changes, there could ~~have a negative~~be an adverse effect on our ~~competitiveness~~revenue and performance.

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

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

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

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

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

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

~~Our~~Reliance upon our top customers may ~~reduce or terminate their business relationship with us at any time. If~~adversely affect our revenue and operating results.

Our top ten customers ~~representing~~represented approximately 65% and 68% of our consolidated revenue for the years ended December 31, 2023 and 2022, respectively on a pro forma basis. It is likely that we will depend on a relatively small number of customers for a significant portion of our revenue ~~reduce~~in the future. If a top customer fails to pay us, cash flow from operations would be impacted and our operating results and financial condition could be harmed. Additionally, if we were to lose a material customer, we may not be able to offer our services at similar utilization or ~~terminate their relationship with us, it~~pricing levels and such loss could have ~~a material~~an adverse effect on our business until the services are offered at similar utilization or pricing levels.

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

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

We generally engage with two types of customers: small companies who change from time to time and a number of large companies with whom the engagement is for shorter periods of time. We do not enter into long-term contracts with our customers, and such customers do business with us on a non-exclusive basis. Accordingly, our business is highly vulnerable to adverse economic conditions, market evolution and development of new or more compelling offerings by our competitors, which could either lead to reduced advertising spend generally or motivate our current or potential customers to migrate to our competitors. Any reduction in spending by, or loss of, existing or potential customers would negatively impactReliance upon material suppliers may adversely affect our revenue and operating results.

~~Furthermore,~~We are dependent on certain material suppliers and service providers for some of the ~~discretionary, non-exclusive nature of~~services we render. In certain cases, we rely on a single supplier and/or service provider for the services we offer our customers. In most cases we do not have long term contracts with these suppliers, and even in the cases where we do the contracts include significant qualifications that would make it extremely difficult for us to force the supplier or service provider to provide us with their services, should they choose not to do so. We are therefore subject to the risk that these third-parties we work with will not be able or willing to continue to provide us with services that meet our specifications, quality standards and delivery schedules. Factors that could impact these third parties’ willingness and ability to continue to provide us with the required services include disruption at or affecting their facilities, such as work stoppages or natural disasters, adverse weather or other conditions that affect their supply, their financial conditions and / or deterioration in our relationships with ~~customers subjects us to increased pricing pressure. Although~~these third parties. In addition, we ~~believe our rates are competitive, our competitors may~~cannot be sure that we will be able to ~~offer more favorable pricing or other advantageous~~provide the services we need on satisfactory terms. ~~As a result, we may be compelled to~~Any increase in costs could reduce our ~~rates~~revenues and harm our gross margins. In addition, any loss of a material supplier and / or ~~offer other incentives~~service provider may permanently cause a change in ~~order to maintain~~one or more of our ~~current~~services that may not be accepted by our customers ~~and attract new customers. If a significant number of customers are able to compel~~or cause us to ~~charge lower rates or provide rate concessions or incentives, there is no assurance~~eliminate that ~~we would~~product altogether.

We may not be able to ~~compensate for such price reductions~~generate enough cash flow to meet our debt obligations or ~~conserve~~fund our ~~profit margins.~~other liquidity needs.

~~Because we have sustained significant turnover~~Our ability to ~~key management positions, we may not have~~pay the ~~leadership~~principal and ~~personnel with expertise~~interest of our Financing Agreement (as defined below) and to ~~guide us to profitable operations.~~

~~We have sustained significant turnover to~~satisfy our ~~management team. Our success depends in part~~other liabilities will depend upon future performance and our ability to ~~retain~~repay or refinance our debt as it becomes due. Our future operating performance and ability to refinance will be affected by economic and capital market conditions, results of operations and other factors, many of which are beyond our control. Our ability to meet our debt obligations also may be impacted by changes in prevailing interest rates, as borrowings under our loans bear interest at floating rates. Failure to pay our loans might result in immediate repayment and / or realization of secured assets under the Financing Agreement, which include a floating lien on Gix Media’s assets, bank account, rights under the Cortex Transaction (as defined below), Gix Media’s intellectual property and holdings in Cortex.

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

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

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

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

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

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

The report of our independent registered public accounting firm on our audited consolidated financial statements for the year ended December 31, 2023, contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our audited consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainty regarding our ability to continue as a going concern. This going concern opinion could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise. Further reports on our consolidated financial statements may include an explanatory paragraph with respect to our ability to continue as a going concern. Until we can generate significant recurring cash flow, we expect to satisfy our future cash needs through debt or equity financing. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. If funds are not available, we may be required to delay or reduce the scope of our operations.

Global pandemics such as the continued outbreak of the COVID-19 pandemic may negatively impact the global economy in a significant manner for an extended period of time, and also adversely affect our business and operating results.

The outbreak of a global pandemic, such as the COVID-19 pandemic, may result in a widespread health crisis that may adversely affect businesses, economies and financial markets worldwide, and as a result placing constraints on the operations of businesses, decreased consumer mobility and activity, and significant economic volatility in international capital markets. For example, the COVID-19 pandemic has caused an economic recession, high unemployment rates and other disruptions, both in the United States, Israel and the rest of the world. While the COVID-19 pandemic has not adversely affected our business, an additional outbreak of the COVID-19 and other global pandemics and any of these impacts, including the prolonged continuation of these impacts, could in the future, adversely affect our business and operating results and ~~financial condition.~~heighten many of the other risks described in these “Risk Factors.”

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

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

These companies, along with other large and established Internet and technology companies, may also leverage their power to make changes to their web browsers, operating systems, platforms, networks or other products or services in a way that impacts the entire digital advertising marketplace.

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

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

Our implementation and use of artificial intelligence technologies may not be successful, which may impair our ability to compete effectively, result in reputational harm and have an adverse effect on our business.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our ~~platform receives, collects, stores, processes, transfers~~services receive, collect, store, analyze, process, transfer and ~~uses~~use certain data about ~~how viewers engaged~~the identification of devices across websites and applications and user interactions with ~~videos~~those devices for various purposes for our Search and ~~helps companies to leverage that data to become a better story teller~~Digital Platform, such as serving relevant ads and ~~optimize~~measuring the ~~videos.~~effectiveness of ads. Our ability to access and utilize such data is ~~crucial.~~

~~Our~~crucial to the success of our business and operations. Such ability to either collect or use data could be restricted by new laws or regulations. We are subject to numerous federal, state, local, and international laws, directives and regulations regarding privacy, data protection, and data security and the collection, storing, sharing, ~~use,~~ processing, ~~transfer,~~transferring, disclosure requirements and protection of personal ~~information and other data, the~~data. The scope of ~~which are~~these regulations is changing, subject to differing interpretations, and may be inconsistent among jurisdictions or conflict with other legal and regulatory requirements. ~~We are also subject~~

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

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

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

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

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

We also expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in various jurisdictions. For example, the European Union’s (“EU”), data protection landscape is currently unstable, resulting in possible significant operational costs for internal compliance and risks to our business. The EU has adopted the General Data Protection Regulation (“GDPR”), which became effective in May 2018, and contains numerous requirements and changes from previously existing EU laws, including more robust obligations on data processors and heavier documentation requirements for data protection compliance programs by companies. Among other requirements, the GDPR regulates the transfer of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States. Failure to comply with the GDPR could result in penalties for noncompliance.

In addition to the GDPR, the European Commission has another draft regulation in the approval process that focuses on a person’s right to conduct a private life. The proposed legislation, known as the Regulation of Privacy and Electronic Communications (“ePrivacy Regulation”), would replace the current the current ePrivacy Directive. Originally planned to be adopted and implemented at the same time as the GDPR, the ePrivacy Regulation is still being negotiated.

Additionally, in June 2018, California passed the California Consumer Privacy Act (“CCPA”), which provides new data privacy rights for consumers and new operational requirements for companies. Specifically, the CCPA provides that covered companies must provide new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information. The CCPA became operative January 1, 2020. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. We cannot fully predict the impact of the CCPA on our business or operations, but it may require us to modify our data practices and policies and to incur substantial costs and expenses in an effort to comply. Some observers have noted the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States,affected, which could ~~increase our potential liability~~be costly and adversely affect our business. Further in March 2017, the United Kingdom (“U.K.”) formally notified the European Council of its intention to leave the EU pursuant to Article 50 of the Treaty on European Union (“Brexit”). The U.K. ceased to be an EU Member State on January 31, 2020, but enacted, a Data Protection Act substantially implementing the GDPR, effective in May 2018, which was further amended to align more substantially with the GDPR following Brexit. It is unclear how U.K. data protection laws or regulations will develop in the medium to longer term and how data transfers to and from the U.K. will be regulated. In addition, some countries are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services.cause reputational harm.

In addition, failure to comply with the Israeli Privacy Protection Law 1981, and its regulations as well as the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and in certain cases criminal liability. Current pending legislation may result in a change of the current enforcement measures and sanctions.

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

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

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

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

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

Our services continuing and uninterrupted performance is critical to our success. Our services are dependent on the performance and reliability of internet, mobile, and other infrastructure services that are not under our control. For example, we currently host our services and support our operations using a third-party provider of cloud infrastructure services. While we have engaged reputable vendors to provide these products or services, we do not have control over the operations of the facilities or systems used by our third-party providers. These facilities and systems may be vulnerable to damage or interruption from natural disasters, cybersecurity attacks, human error, terrorist attacks, power outages, pandemics, and similar events or acts of misconduct. In addition, any changes in one of our third-party service provider’s service levels may adversely affect our ability to meet the requirements of our customers. For example, in 2023 we experienced a decrease of user traffic acquisition on our Content Platform from Third-Party Platforms which resulted primary from technological changes and content policy changes on such Third-Party Platforms, causing a lower number of users to reach the Cortex Websites and thus decreasing the exposures to the ads displayed on the Cortex Websites. While we believe we have implemented reasonable backup and disaster recovery plans, we expect that in the future we may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, capacity constraints, or external factors beyond our control. Sustained or repeated system failures would reduce the attractiveness of our platforms and services. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand our platforms and service offerings. Any negative publicity or user dissatisfaction arising from these disruptions could harm our reputation and brand, may adversely affect the usage of our offerings, and could harm our business, financial condition and results of operation.

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

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

For example, in October 2023, President Biden issued the Executive Order on Safe, Secure and Trustworthy Artificial Intelligence (“The Order”) with the goal of promoting the “safe, secure, and trustworthy development and use of artificial intelligence in the United States.” The Order has established certain new standards for the training, testing and cybersecurity of sophisticated artificial intelligence models, and the Order has also instructed other federal agencies to promulgate additional regulations within certain timeframes from the date of the Order. Federal artificial intelligence legislation has also been introduced in the U.S. Senate. Such additional regulations may impact our ability to develop, use and commercialize artificial intelligence and machine learning technologies in the future.

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

Shares of Common Stock issuable upon the conversion of warrants may substantially increase the number of shares of Common Stock available for sale in the public market and depress the price of our Common Stock.

As of December 31, ~~2020,~~2023, we had outstanding: (i) Class J Warrants exercisable to purchase ~~3,649,318~~130,333 shares of Common Stock at an exercise price of ~~$0.48~~$13.44 per share of Common Stock; and (ii) Class K Warrants exercisable to purchase ~~3,649,318~~130,333 shares of Common Stock, at an exercise price of ~~$0.80~~$22.40 per share of Common Stock and (iii) 2023 Warrants exercisable to purchase 480,000 shares of Common Stock, at an exercise price of $0.50 per share of Common Stock.

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

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

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

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

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

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

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

We are authorized to issue 490,000,000 shares of Common Stock, of which, as of December 31, ~~2020, 34,753,669~~2023, 14,920,585 shares of Common Stock were outstanding. Additional shares of Common Stock may be issued by our ~~board~~Board of ~~directors~~Directors without further stockholder approval. The issuance of large numbers of shares, possibly at below market prices, is likely to result in substantial dilution to the interests of other stockholders. In addition, issuances of large numbers of shares of Common Stock may adversely affect the market price of our Common Stock.

Our Certificate of Incorporation authorizes 10,000,000 shares of preferred stock, par value $0.0001 per share of which none were issued and outstanding as of December 31, ~~2020.~~2023. The ~~board~~Board of ~~directors~~Directors is authorized to provide for the issuance of these unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. Accordingly, the ~~board~~Board of ~~directors~~Directors may issue preferred stock which may convert into large numbers of shares of common stock and consequently lead to further dilution of other stockholders.

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

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

Our Common Stock is subject to the “Penny Stock” rules of the SEC and the trading market in our stock is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

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

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

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

~~Since our~~Our Common Stock is quoted on the OTC Markets, Pink Tier and is thinly traded, and as a result the sale of your holding may take a considerable amount of time.

On November 7, 2022, the OTC Markets Group downgraded the quotation of our Common Stock from the OTCQB Markets to the OTC Markets, Pink Tier. The shares of our Common Stock are thinly-traded ~~on the OTCQB Market,~~ meaning that the number of persons interested in purchasing our Common Stock at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.

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

We cannot give you any assurance that a broader or more active public trading market for our Common Stock will develop or be sustained, or that current trading levels will be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares. Furthermore, because of the limited market and generally low volume of trading in our Common Stock, the price of our Common Stock could more likely be affected by broad market fluctuations, general market conditions, fluctuations in our operating results, changes in the markets’ perception of our business, and announcements made by us, our competitors, or parties with whom we have business relationships.

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

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

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

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

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

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

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

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

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

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

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

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

If we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected.

~~We identified a material weakness in our period and our financial reporting process.~~ Our internal control over financial reporting may have material weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our Common Stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify material weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stock.

Management evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2023 and concluded that the material weakness previously identified in our Annual Report on Form 10-K for the year ended December 31, 2022 has been remediated and the Company’s disclosure controls and procedures were effective as of the end of December 31, 2023. However, if we identify future material weaknesses in our disclosure controls and procedures and if we are unable to implement any of the required changes to our disclosure controls and procedures effectively, it could lead investors to question the reliability and accuracy of our reported financial information and could adversely impact the market price of our Common Stock.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal controls over financial reporting as effective are complex, and require significant documentation, testing, and possible remediation to meet the detailed standards.

We expect to incur expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or ~~costly~~how much will it ~~will be~~costs to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In addition, although attestation requirements by our independent registered public accounting firm are not presently applicable to us, we could become subject to these requirements in the future, and we may encounter problems or delays in completing the implementation of any resulting changes to internal controls over financial reporting.

In connection with the ~~event~~preparation and issuance of our financial statements for the year ended December 31, 2022, our management identified a material weakness in our internal control over financial reporting. In response to that material weakness, we implemented a remediation plan and reviewed our ~~Chief Executive Officer~~existing processes and ~~Chief Financial Officer, which currently is~~controls in order to identify additional control deficiencies and designed new controls or adjusted the ~~same individual, determines~~design of our existing controls in order to improve our processes and controls and have subsequently remediated such material weakness in connection with the preparation of the financial statements for the year ended December 31, 2023. We cannot assure you that management will not determine in the future that our internal control over financial reporting is not effective ~~as defined under Section 404,~~and we cannot predict how the market prices of our shares of Common Stock will be affected; however, we believe that there is a risk that investor confidence and share value may be negatively affected.

~~Our annual and quarterly results may fluctuate, which may cause substantial fluctuations in our Common Stock price.~~

Our annual and quarterly operating results may in the future fluctuate significantly depending on factors including the timing of purchase orders, new product releases by us and other companies, gain or loss of significant customers, price discounting of our product, the timing of expenditures, product delivery requirements and economic conditions. Revenues related to our product are required to be recognized upon satisfaction of all applicable revenue recognition criteria. The recognition of revenues from our product is dependent on a number of factors, including, but not limited to, the terms of any license agreement and the timing of implementation of our products by our customers.

Any unfavorable change in these or other factors could have a material adverse effect on our operating results for a particular quarter or year, which may cause downward pressure on our common stock price. We expect quarterly and annual fluctuations to continue for the foreseeable future.

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

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

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

Upon the completion of our planned Reincorporation from the State of Delaware to the State of Nevada our affairs will cease to be governed by the DGCL and will be subject to the Nevada Revised Statutes. Our status as a Nevada corporation, provisions in our Articles of incorporation and bylaws to be adopted upon the completion of the Reincorporation, and the anti-takeover provisions of the Nevada Revised Statutes, may also discourage, delay or prevent a change in control.

Our planned Reincorporation to the State of Nevada could have significant legal, tax, and governance implications for us and our stockholders, could expose us to additional risks and uncertainties and we may not realize the expected benefits of the Reincorporation.

Our planned Reincorporation could subject us to different or more stringent corporate governance and disclosure requirements. Nevada law differs from Delaware law in various respects that could affect the rights and obligations of us and our stockholders. For example, the Reincorporation will result in the elimination of any liability of an officer or director for a breach of the duty of loyalty unless arising from intentional misconduct, fraud or a knowing violation of law. In addition, it is intended that the Reincorporation will qualify as a tax-free reorganization under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). However, this tax treatment is not free from doubt. Other tax advisors may not agree with our intended tax treatment and the IRS may assert, or a court may sustain, a contrary position. If the Reincorporation does not qualify as a tax-free reorganization, our stockholders may recognize taxable gain or loss upon their exchange of stock pursuant to the Reincorporation, as applicable. We urge our stockholders to consult their own tax advisors regarding the potential tax consequences of the Reincorporation.

Furthermore, the Reincorporation could involve significant costs, delays, and uncertainties. The Reincorporation is subject to the satisfaction of certain conditions, such as the receipt of regulatory approvals, the filing of appropriate documents with the Delaware and Nevada authorities, and the completion of certain corporate formalities. The Reincorporation could also result in litigation or disputes with our stockholders, creditors, regulators, or other parties, which could divert our resources and attention from our core operations.

There can be no assurance that the anticipated benefits of the Reincorporation will be achieved. Achieving the anticipated benefits of the Reincorporation is subject to a number of risks and uncertainties, including factors that we do not and cannot control. If the Reincorporation is not completed successfully or is delayed, we may incur additional expenses, lose potential opportunities, or face adverse consequences for our business and reputation. In addition, if the expected benefits of the Reincorporation do not meet expectations of investors or securities analysts, the price of our Common Stock may decline.

Political, economic and military ~~instability~~conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and elsewhere in the region and Israel’s war against them, may impede our ability to operate and harm our financial results.

~~Our offices~~Because all of our operations are conducted in Israel and all members of our board of directors and management ~~team~~as well as all of our employees and consultants, including employees of our service providers, are located in ~~the Tel-Aviv metropolitan area, Israel. Accordingly,~~Israel, our business and operations are directly affected by economic, political, ~~economic,~~geopolitical and military conditions in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the ~~surrounding region may directly affect our business~~region. These conflicts have involved missile strikes, hostile infiltrations and operations. In recent years, Israel has been engaged in sporadic armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria. In addition, Iran has threatened to attack Israel and may be developing nuclear weapons. Some of these hostilities were accompanied by missiles being fired from the Gaza Stripterrorism against civilian targets in various parts of Israel, ~~including areas in~~ which ~~our employees and some of our consultants are located, and~~have negatively affected business conditions in Israel. ~~Any~~

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In addition, since the commencement of these events, there have been continued hostilities ~~involving~~along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and southern border (with the Houthi movement in Yemen, as described below). It is possible that hostilities with Hezbollah in Lebanon will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank as well as other hostile countries, such as Iran, will join the hostilities. Such clashes may escalate in the future into a greater regional conflict.

The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing, that may involve a downgrade in Israel’s credit rating by rating agencies (such as the recent downgrade by Moody’s of its credit rating of Israel orfrom A1 to A2, as well as the ~~interruption or curtailment~~downgrade of ~~trade between Israel~~its outlook rating from “stable” to “negative”), which may have a material adverse effect on the Company and its ~~trading partners could~~ability to effectively conduct its operations.

In connection with the Israeli security cabinet’s declaration of war against Hamas and possible hostilities with other organizations, several hundred thousand Israeli military reservists were drafted to perform immediate military service. Although many of such military reservists have since been released, they may be called up for additional reserve duty, depending on developments in the war in Gaza and along Israel’s other borders. Certain of our employees and consultants in Israel, including the Chief Executive Officer of Gix Media, in addition to employees of our service providers located in Israel, have been called, and additional employees may be called, for service in the current or future wars or other armed conflicts with Hamas, as well as the other pending or future armed conflicts in which Israel is or may become engaged, and such persons may be absent for an extended period of time. As a result, our operations may be disrupted by such absences, which disruption may materially and adversely affect our ~~operations~~business, prospects, financial condition and results of operations. Additionally, the absence of employees of our Israeli suppliers and contract manufacturers due to their military service in the current or future wars or other armed conflicts may disrupt their operations, which in turn may materially and adversely affect our ability to deliver or provide products and services to customers.

The hostilities with Hamas, Hezbollah and other organizations and countries have included and may include terror, missile and drone attacks. In the event that our facilities are damaged as a result of hostile actions, or hostilities otherwise disrupt our ongoing operations, our ability to deliver or provide products and services in a timely manner to meet our contractual obligations towards customers and vendors could be materially and adversely affected. Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm our results of operations.

~~Further, in~~Some countries around the ~~past, the State of~~world restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continue or increase. In addition, there have been ~~subjected~~increased efforts by countries, activists and organizations to ~~economic boycotts. Several countries still restrict business~~cause companies and consumers to boycott Israeli goods and services. In January 2024, the International Court of Justice, or ICJ, issued an interim ruling in a case filed by South Africa against Israel in December 2023, making allegations of genocide amid and in connection with the ~~State~~war in Gaza, and ordered Israel, among other things, to take measures to prevent genocidal acts, prevent and punish incitement to genocide, and take steps to provide basic services and humanitarian aid to civilians in Gaza. There are concerns that companies and businesses will terminate, and may have already terminated, certain commercial relationships with Israeli companies following the ICJ decision. The foregoing efforts by countries, activists and organizations, particularly if they become more widespread, as well as the ICJ rulings and future rulings and orders of other tribunals against Israel (if handed), may materially and adversely impact our ability to sell and provide our products and services outside of Israel.

Furthermore, following Hamas’ attack on Israel and Israel’s security cabinet declaration of war against Hamas, the Houthi movement, which controls parts of Yemen, launched a number of attacks on marine vessels traversing the Red Sea, which marine vessels were thought to either be in route towards Israel or to be partly owned by Israeli businessmen. It is possible that other terrorist organizations, including Palestinian military organizations in the West Bank, as well as other hostile countries, such as Iran, will join the hostilities. Such hostilities may include terror and missile attacks. In the event that our facilities are damaged as a result of hostile actions, or hostilities otherwise disrupt our ongoing operations, our ability to offer our platforms could be materially and adversely affected.

As of the date of this Annual Report, the Company’s revenues have not been directly negatively affected by the ongoing hostilities in the region, as the primary source of its revenues is predominantly from the U.S. or European markets, that have been not significantly impacted by the ongoing hostilities in Israel. As a result, as of the date of this Annual Report the Company’s abilities to deliver or provide products and services to its customers have not been materially affected. However, the absence of the Chief Exectuvie Officer of Gix Media and other employees of the Company, have adversely affected the Company’s customer relationship management, operational and functional continuity, and delayed a portion of the Company’s planned activities during the fourth quarter of 2023. These effects indirectly contributed to a decline in the Company’s revenues, profitability, and cash flow for the year ended December 31, 2023. We cannot currently assess how the ongoing hostilities will negatively affect our business conditions and harm our results of operations in the future, due to the factors and risks discussed above.

Finally, political conditions within Israel may affect our operations. Israel has held five general elections between 2019 and 2022, and prior to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system. In response to the foregoing developments, individuals, organizations and institutions, both within and outside of Israel, voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets, and ~~with Israeli companies. These restrictive laws~~other changes in macroeconomic conditions. To date, these initiatives have been substantially put on hold. If such changes to Israel’s judicial system are again pursued by the government and ~~policies~~approved by the parliament, this may have an adverse ~~impact~~effect on our ~~operating results, financial condition or the expansion of~~business, our ~~business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.~~

In addition, many Israeli citizens are obligated to perform several days, and in some cases more, of annual military reserve duty each year until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be military reserve duty call-ups in the future. Our operations could be disrupted by such call-ups, which may include the call-up of members of our management. Such disruption could materially adversely affect our business, prospects, financial condition and results of ~~operations.~~operations and our ability to raise additional funds, if deemed necessary by our management and Board of Directors.

Exchange rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings.

Our reporting and functional currency is the U.S. dollar. Our revenues are currently primarily payable in U.S. dollars ~~and Euros~~ and we expect our future revenues to be denominated primarily in U.S. dollars and Euros. However, certain amount of our expenses ~~are~~is in NIS and as a result, we are exposed to the currency fluctuation risks relating to the recording of our expenses in U.S. dollars. We may, in the future, decide to enter into currency hedging transactions. These measures, however, may not adequately protect us from material adverse effects.

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

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

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

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

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

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

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

Our Board of Directors considers cybersecurity risk as part of its risk oversight function and oversees management’s implementation of our cybersecurity risk management program.

The Board of Directors receives regular reports from management on our cybersecurity risks. In addition, management updates the Board, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.

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

Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

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

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

On August 7, 2019, Viewbix Ltd. was named as a co-defendant in a civil lawsuit filed with the Jerusalem District Court (the “Jerusalem Court”) by three shareholders of Viewbix Ltd. (in this section, the “Shareholders”), alleging that they were entitled to receive certain preferred shares in Viewbix Ltd., pursuant to a certain 2007 loan agreement by and between Viewbix Ltd. and the petitioning Shareholders, following the sale of Viewbix Ltd. shares to Gix (the “Conversion”). The Shareholders sought declaratory recourse from the Jerusalem Court, pursuant to which the Shareholders demanded, ~~inter alia~~, shares in Gix on a post-Conversion basis or in an alternative form of compensation. On February 27, 2020, the parties presented their respective arguments before the Jerusalem Court, and the Jerusalem Court determined that the Company is entitled to file a motion for dismissal of the claims by the Shareholders by March 31, 2020, which was subsequently postponed to August 9, 2020. On September 24, 2020, the parties submitted before the Jerusalem Court a settlement proposal, which was thereafter approved by the Jerusalem Court on the same date (the “Settlement”). The Settlement provided, ~~inter alia~~, that in exchange for the voluntary waiver of claims held by the Shareholders, Gix instructed the trustee holding the instant shares of Gix, which were issued by Gix as part of the transaction where Gix acquired share capital of Viewbix in November 2018, to issue 63,350 shares of Common Stock owned by Gix to the Shareholders, whereby the remaining shares in the trust account will be used to indemnify Gix for any expenses related to the instant litigation. Since the aforementioned compensation was provided in the form of shares of Common Stock previously owned by Gix, the settlement has no effect on the Company’s financial statements.

In June 2017, a lawsuit was filed with the Regional Labor Court in Tel Aviv (the “Tel Aviv Court”) against Emerald Israel, and other defendants, claiming certain damages in the total amount of approximately $225,000, under the assertion of wrongful termination by Emerald Israel. We believe these claims to be unsubstantiated and wholly without merit and accordingly filed our response with the Tel Aviv Court in October of 2017. The dispute was initially heard by the Tel Aviv Court on February 13, 2020. In a supplemental hearing on February 11, 2021, the plaintiff provided a certified confirmation of payment of approximately $14,668 by the National Insurance Institute of Israel for one month’s prior notice of termination, redemption of 16.8 days of vacation and severance pay. The plaintiff’s summaries were filed on March 11, 2021, and the defendant’s summaries will be filed within 30 days of receiving the plaintiff’s summaries.

ITEM 5. MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY

Our Common Stock is currently quoted on the ~~OTCQB market~~OTC Markets, Pink Tier under the symbol VBIX. The following table, adjusted for a one-for-fifteen (1:15) reverse split that became effective on May 20, 2019, sets forth for the respective periods indicated the prices of our Common Stock in the OTC Link Alternative Trading System. Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.“VBIX”.

~~During the fiscal year ended December 31, 2020 and the fiscal years ended December 31, 2019, we had the following trading history:~~

As of December 31, ~~2020,~~2023, there were approximately ~~2,697~~2,690 stockholders of record of our Common Stock and ~~34,753,669~~14,920,585 shares of our Common Stock outstanding.

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

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

The following table summarizes information of outstanding warrants as of December 31, ~~2020:~~2023:

In connection with the Share Exchange Agreement, upon the earlier of: (a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, we will issue to Gix an additional 1,642,193 shares of restricted Common Stock of the Company.

As of the date of this Annual Report, the Company has authorized 3,246,000 shares of Common Stock for issuance under our 2023 Stock Incentive Plan (the “2023 Plan”). We do not grant options under our 2017 Employee Incentive Plan (the “2017 Plan”)as it was superseded by the 2023 Plan.

The following table summarizes information of outstanding options as of December 31, ~~2020:~~2023:

The maximum number of shares of Common Stock available for issuance under the 2023 Plan is equal to the sum of (i) 2,500,000 shares of Common Stock plus (ii) an annual increase on the first day of each year beginning in 2024 and on January 1st of each calendar year thereafter and through January 1, 2034, equal to the lesser of (A) 5% of our outstanding capital stock on the last day of the immediately preceding calendar year; and (B) such smaller amount as determined by our Board of Directors if so determined prior to January 1 of a calendar year in which the increase will occur, provided that no more than 2,500,000 shares of Common Stock may be issued upon the exercise of Incentive Stock Options.

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

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

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

Section 102 of the Ordinance allows employees, directors and officers who are not controlling stockholders and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options under certain terms and conditions. Any non-employee service providers and controlling stockholders who are considered Israeli residents may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits. Section 102 includes two alternatives for tax treatment involving the issuance of options or shares to a trustee for the benefit of the grantees and also includes an additional alternative for the issuance of options or shares directly to the grantee. Section 102(b)(2) of the Ordinance, the most favorable tax treatment for the grantee, permits the issuance to a trustee under the “capital gain track”.

Grants. All awards granted pursuant to the 2023 Plan will be evidenced by an award agreement, in a form approved, from time to time, by the Administrator in its sole discretion. The award agreement will set forth the terms and conditions of the award, including the type of award, number of shares subject to such award, vesting schedule and conditions (including performance goals or measures) and the exercise price, if applicable. Certain awards under the 2023 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards.

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

Awards. The 2023 Plan provides for the grant of stock options (including Incentive Stock Options and nonqualified stock options), shares of Common Stock, restricted stock, RSUs and other stock-based awards. To the extent required by applicable law, the exercise price of an option may not be less than the par value of the shares (if the shares bear a par value) for which such option is exercisable.

Options granted under the 2023 Plan to our employees who are U.S. residents may qualify as Incentive Stock Options, or may be non-qualified stock options. The exercise price of a non-qualified stock option shall not be less than 100% of the fair market value of a share on the date of grant of such option or such other amount as may be required pursuant to the section 409A of the Code. Notwithstanding the foregoing, a non-qualified stock option may be granted with an exercise price lower than the minimum exercise price set forth above if such Award is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of that complies with section 424(a) of the Code 1.409A-1(b)(5)(v)(D) of the U.S. Treasury Regulations or any successor guidance. The exercise price of an Incentive Stock Option may not be less than 100% of the fair market value of the underlying share on the date of grant or such other amount as may be required pursuant to the Code. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than the minimum exercise price set forth above if such award is granted pursuant to an assumption or substitution for another option in a manner that complies with the provisions of Section 424(a) of the Code. In the case of Incentive Stock Options granted to a ten percent stockholder, (i) the exercise price shall not be less than 110% of the fair market value of the underlying share on the date of grant, and (ii) the exercise period shall not exceed five (5) years from the effective date of grant of such grant.

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

Transferability. Other than by will, the laws of descent and distribution or as otherwise provided under the 2023 Plan or by the Administrator, neither the options nor any right in connection with such options are assignable or transferable.

Termination of Employment. In the event of termination of a grantee’s employment or service with us or any of our affiliates, all vested and exercisable awards held by such grantee as of the date of termination may be exercised within three months after such date of termination, unless otherwise determined by the Administrator, but in no event later than the date of expiration of the award as set forth in the award agreement. After such three-month period, all such unexercised awards will terminate and the shares covered by such awards shall again be available for issuance under the 2023 Plan.

In the event of termination of a grantee’s employment or service with us or any of our affiliates due to such grantee’s death or permanent disability, or in the event of the grantee’s death within the three month period (or such longer period as determined by the Administrator) following his or her termination of service, all vested and exercisable awards held by such grantee as of the date of termination may be exercised by the grantee or the grantee’s legal guardian, estate or by a person who acquired the right to exercise the award by bequest or inheritance, as applicable, within one year after such date of termination, unless otherwise provided by the Administrator, but in no event later than the date of expiration of the award as set forth in the award agreement. Any awards which are unvested as of the date of such termination or which are vested but not then exercised within the one-year period following such date, will terminate and the shares covered by such awards shall again be available for issuance under the 2023 Plan. In the event that the employment or service of a grantee shall terminate on account of such grantee’s retirement, all awards of such grantee that are exercisable at the time of such retirement may, unless earlier terminated in accordance with their terms, be exercised at any time within the three-month period after the date of such retirement (or such different period as the Administrator shall prescribe). Notwithstanding any of the foregoing, if a grantee’s employment or services with us or any of our affiliates is terminated for “cause” (as defined in the 2023 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of such termination and the shares covered by such awards shall again be available for issuance under the 2023 Plan.

Voting Rights. Except with respect to restricted stock awards, grantees will not have the same rights as a shareholder with respect to any of our shares covered by an award until the award has vested and/or the grantee has exercised such award, paid any exercise price for such award and becomes the record holder of the shares. With respect to restricted stock awards, grantees will possess all incidents of ownership of the restricted shares, including the right to vote and receive dividends on such shares.

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

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

In the event of a merger or consolidation of our business or a sale of all, or substantially all, of our stock or assets or other transaction having a similar effect on us, or change in the composition of the Board of Directors, or liquidation or dissolution, or such other transaction or circumstances that our Board of Directors determines to be a relevant transaction, then without the consent of the grantee and without any prior notice requirement, (i) unless otherwise determined by the Administrator, any outstanding award will be assumed or substituted by us, or such successor corporation, or by any parent or affiliate thereof, or (ii) regardless of whether or not awards are assumed or substituted (a) provide the grantee with the option to exercise the award as to all or part of the shares, and may provide for an acceleration of vesting of unvested awards, (b) cancel the award and pay in cash, our shares, the acquirer or other corporation which is a party to such transaction or other property as determined by the Administrator as fair in the circumstances, or (c) provide that the terms of any award shall be otherwise amended, modified or terminated, as determined by the Administrator to be fair in the circumstances.

In connection with the adoption of our 2023 Plan, on March 7, 2023 we entered into certain intercompany agreements with two of our subsidiaries, Viewbix Israel and Gix Media (the “Intercompany Agreements”).

The Intercompany Agreements provide for the offer of awards under our 2023 Plan to service providers of Viewbix Israel and Gix Media, as our affiliates under the 2023 Plan (“Affiliates”). Under the Intercompany Agreements, our Affiliates will each bear the costs of awards granted to its service providers under the 2023 Plan and will reimburse the Company upon the issuance of shares of our Common Stock pursuant to an award, but in any event not prior to the vesting of an award, for the costs of the shares issued to its service providers participating in the 2023 Plan. The reimbursement amount shall be equal to the lower of (a) the book expense for such award as recorded on the financial statements of the respective Affiliate, determined and calculated according to either IFRS, 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 our Common Stock at the time of exercise of an option or at the time of vesting of an RSU, as applicable.

~~On December 18, 2020, we entered into a Stock Subscription Agreement (the “Subscription”) with certain investors (the “Investors”) in connection with~~Upon the ~~sale~~Closing of the Reorganization Transaction and ~~issuance~~pursuant to the terms of ~~an aggregate of 3,000,000~~the agreement thereof, the Company issued 13,540,167 shares of Common Stock ~~at a purchase price~~to shareholders of ~~US$0.01 per share, and~~Gix Media in consideration for an aggregate purchase price of US$30,000. In addition, and on the same date, we entered into a Loan Agreement (the “Loan Agreement”) with the Investors, pursuant to which the Investors lent an aggregate of $69,000 (the “Principal Amount”). In accordance with the terms100% of the ~~Loan, we repaid the interest on the Principal Amount (8% compounded annually) to the Investors in the form~~outstanding share capital of ~~an issuance of an aggregate of 552,000 shares of Common Stock, at a price per share of $0.01.~~Gix Media. The shares of Common Stock were issued under Regulation S.See “Item 1. Description of Business – Reorganization Transaction with Gix Media Ltd.”, for further information.

On May 18, 2023, the Company issued 111,111 shares of restricted Common Stock to Amitay Weiss, a director of the Company. The shares of Common Stock were issued as a special bonus equity grant to Mr. Weiss and under Regulation S.

In connection with the 2023 Loan, the Company issued to the ~~Investors pursuant~~Lenders, the 2023 Warrants to purchase up to 480,000 shares of Common Stock, for an exercise price per share of Common Stock of $0.50. The 2023 Warrants were issued to the Lenders under Regulation SS. See “Item 1. Description of ~~the Securities Act of 1933, as amended.~~Business – 2023 Loan Agreement”, for further information.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND PLAN OF OPERATION

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our consolidated financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which refer to future events. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

The Registrant was incorporated in the State of ~~Ohio in 1989~~Delaware on August 16, 1985, under a predecessor name, ~~Zaxis International, Inc.~~InFerGene Company. On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc. ~~merged with a subsidiary of The~~, which following such merger, the surviving entity, InFerGene Company, ~~a Delaware corporation, which entity~~ changed its name to Zaxis International, Inc. and the Company was reincorporated in Delaware under the name of Zaxis International, Inc. On December 30, 2014, Zaxis entered into an agreement with Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel.

On March 16, 2015, Zaxis and Emerald Israel executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned subsidiary. Emerald Israel was engaged in the business of developing Emerald Israel’s DermaCompare technology and the development, sale and service of imaging solutions utilizing its DermaCompare software for use in derma imaging and analytics for the detection of skin cancer. On January 29, 2018,Accordingly, on September 14, 2015, the Company ~~ceased the DermaCompare operations of~~changed its ~~former subsidiary.~~

~~On January 29, 2018, the Company ceased the DermaCompare operations of~~name to Emerald ~~Israel and on~~Medical Applications Corp. On May 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney ~~to serve~~ as special executor for Emerald Israel.

On January 17, 2018, the Company formed VCT Israel to develop and market software and hardware products facilitating, allowing and supporting purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices.

~~On January 24, 2018, VCT Israel entered into~~ a binding term sheet (the “Chiron Term Sheet”) with Chiron Refineries Ltd. (“Chiron”), a public company listed on the Tel-Aviv Stock Exchange (TASE: CHR). Pursuant to the Chiron Term Sheet: (i) VCT Israel agreed to appoint anew wholly-owned subsidiary, of Chiron, to be organized under the laws of the Turkish Republic of Northern Cyprus (the “Distributor”), as the exclusive distributor of VCT Israel’s Products in Turkey, including the territory of Turkish Republic of Northern Cyprus (collectively, the “Territory”); and (ii) the Distributor shall have the right to appoint sub-distributors within the Territory. The appointment of the Distributor was subject to the payment by the distributor to VCT Israel of $250 thousand as an appointment fee, of which $150 thousand was to be deemed an advance payment by the distributor made on account of future purchases ofVCT. On February 22, 2018, the Company’s ~~products.~~

~~VCT Israel further granted the Distributor an option, exercisable by the Distributor within 12 months~~name was changed from ~~the date on which the ATM product, including the related software~~Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. to reflect its new operations and hardware, was fully tested and ready for installation and operation, to be appointed as an exclusive distributor of the products for the Federal Republic of Nigeria. If the option was exercised, the Distributor was required to pay VCT Israel an appointment fee not more than $250 thousand. In November 2018, Chiron reported that it had encountered financial difficulties and as such the Company will no longer pursue the transactions contemplated by the Chiron Term Sheet.

~~During the year 2018, $100 thousand was paid by the Distributor to VCT Israel, which has been recognized as revenues for the year ended December 31, 2018.~~

business focus. On January 27, 2020, VCT Israel was sold to a third party for NIS 50,000 ($14,459).

Recapitalization Transaction ~~with Gix (the “Recapitalization Transaction”)~~

On February 7, 2019, the ~~Registrant~~Company entered into the ~~Share Exchange Agreement~~Recapitalization Transaction with Gix Internet, pursuant to which, ~~on the Closing Date~~ Gix Internet assigned, transferred and delivered 99.83% of its ~~99.83%~~ holdings in Viewbix Israel, to the Company in exchange for ~~shares of restricted common stock~~Common Stock of the Company, ~~representing 65%~~which resulted in Viewbix Israel becoming a subsidiary of the ~~issued and outstanding share capital~~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 September 19, 2022, the Company consummated the Reorganization Transaction with Gix Media pursuant to which Gix Media Shares were exchanged for shares of the Company’s Common Stock, which resulted in Gix Media becoming a wholly owned subsidiary of the Company. Prior to the closing of the Reorganization Transaction, Gix Media was a majority-owned subsidiary of Gix Internet, which held approximately 58% of the Common Stock of the Company, on a fully diluted ~~basis as~~basis. Following the Reorganization Transaction, holders of the ~~Closing Date, following the conversion of certain convertible notes~~Gix Media Shares held 90% of the ~~Company and excluding certain warrants to purchase shares~~Company’s Common Stock on a fully diluted basis, with Gix holding 76.67% of the Common Stock ~~expiring~~on a fully diluted basis.

On October 13, 2021, Gix Media acquired 70% (on a fully diluted basis) of the share capital of Cortex. In consideration for the Cortex Acquisition, Gix Media paid NIS 35 million in ~~2020 and~~cash (approximately $11 million), out of which an amount of $0.5 million was deposited in trust for a period of 12 months from the closing date. The Cortex Acquisition also includes the obligation (and right) of Gix Media to acquire 30% of Cortex’s Remaining Balance Shares, such that following the completion of the acquisition of all the Remaining Balance Shares, Gix Media will hold 100% of Cortex’s share capital on a fully diluted basis. In January 2023, the Gix Media acquired an additional ~~warrants~~10% of Cortex’s share capital. In January 2024, Gix Media did not purchase an additional 10% of Cortex’s share capital, as ~~further described below (the “Fully Diluted Share Capital”).~~ Cortex did not meet certain KPIs, as conditioned in the definitive agreements of the Cortex Acquisition.

In ~~addition, upon~~connection with the ~~earlier of: (a)~~Cortex Acquisition, at the ~~launch~~closing date, Gix Media entered into the Financing Agreement with Leumi for the provision of a ~~live video product to an American consumer~~line of credit in the ~~United States~~total amount of up to $3.5 million and a long-term loan totaling $6 million, which Gix Media used to finance the Cortex Acquisition.

On September 27, 2023, our stockholders approved to grant to the Board of Directors the power to effect the Reincorporation of the Company from the State of Delaware to the State of Nevada by ~~Viewbix Israel, or (b)~~way of a parent-subsidiary merger. Upon the ~~launch~~consummation of ~~an interactive television product to an American consumer in~~ the ~~United States by Viewbix Israel,~~Reincorporation, the Company will ~~issue~~cease its legal existence as a Delaware corporation, and the Surviving Corporation will continue the Company’s business as the surviving corporation under the name “Viewbix Inc.” succeeding to ~~Gix an additional 1,642,193 shares of restricted common stock~~all of the ~~Company representing 5%~~Company’s rights, assets, liabilities and obligations, except that its affairs will cease to be governed by the Delaware General Corporation Law and will be subject to the Nevada Revised Statutes. As of the ~~Fully Diluted Share Capital immediately following~~date of this Annual Report, the ~~Closing Date.~~Board of Directors has not effected the Reincorporation.

On July 24, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware reflecting its name change from Virtual Crypto Technologies, Inc. to Viewbix Inc. to reflect its new operations and business focus and, effective on August 7, 2019, FINRA approved the Registrant’s name change and its trading symbol was changed from “VRCP” to “VBIX” on the OTCQB.

On the Closing Date, the Company (i) issued 20,281,085 shares of its Common Stock to Gix in exchange for consideration consisting of for its 99.83% holdings in Viewbix Israel, and (ii) convertible notes representing 3,434,889 shares of Common Stock then currently issued to holders were converted. The shares of common stock were issued under Regulation S. The Company also issued a total of 7,298,636 warrants to Gix to purchase the Company’s Common Stock, whereby (i) 3,649,318 of such warrants were issued with an exercise price of $0.48, and (ii) 3,649,318 of such warrants were issued with an exercise price of $0.80.

~~Following the Closing Date, and as a result of the Recapitalization Transaction, Viewbix Israel became a subsidiary of the Registrant.~~

As the shareholders of Viewbix Israel received the largest ownership interest in the Company, Viewbix Israel was determined to be the “accounting acquirer” in the Recapitalization Transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Viewbix Israel. The number of shares of Common Stock prior to the Recapitalization Transaction have been retroactively adjusted based on the equivalent number of shares of Common Stock received by the accounting acquirer in the Recapitalization Transaction.

Viewbix Israel was incorporated in Israel in February 2006. Viewbix Israel developed an interactive video platform based on SaaS business model with interactive elements, and the ability to collect and analyze information about each interactive action performed during the viewing of the video clip. The interactive elements and information gathered, allowing the advertiser to analyze user viewing habits and optimize real-time throughout the campaign while increasing the effectiveness of online and live video advertising.

On July 25, 2019, the following changes were made to the Company’s management: (i) Mr. Eyal Ben Ami resigned from the Company’s board of directors; (ii) Mr. Alon Dayan resigned as the Company’s chief executive officer, however remained a member of the board of directors; (iii) Mr. Gadi Levin resigned as the Company’s chief financial officer, and transitioned to the role of senior accounting consultant; (iv) Mr. Noam Band was appointed to the board of directors; (v) Mr. Jonathan Stefansky was appointed as chief executive officer of the Company and elected as a member of the board of directors; (vi) Mr. Amihay Hadad was appointed as chief financial officer of the Company; and (vii) Mr. Hillel Scheinfeld was appointed as chief operating officer of the Company.

~~Pursuant to a Tax Ruling issued by the Israeli Tax Authority, the Registrant ceased the options of VCT Israel on the Closing Date.~~

In connection with certain cost reduction measures that the Company is currently implementing, on January 1, 2020, Mr. Jonathan Stefansky tendered his resignation from the board of directors. On the same date, the Company and Mr. Stefansky reached a mutual understanding that Mr. Stefansky will step down as the Company’s chief executive officer, which entered into effect on March 1, 2020. Similarly, on January 1, 2020, the Company and Mr. Hillel Scheinfeld reached a similar mutual understanding and agreed Mr. Scheinfeld will step down as the Company’s chief operating officer, which also entered into effect on March 1, 2020.

On January 1, 2020, Mr. Amihay Hadad, the Company’s current chief financial officer, was appointed to serve as a member of the board of directors, and on February 20, 2020, Mr. Hadad was appointed to serve as chief executive officer of the Company.

~~No new compensatory arrangements were entered into in connection with the aforementioned leadership changes.~~

Results of Operations during the year ended December 31, ~~2020~~2023, as compared to the year ended December 31, ~~2019~~2022

Revenues for the year ended December 31, ~~2020 was $96~~2023, were $ 79,613 thousand as compared to ~~$208~~$96,603 thousand for the year end December 31, ~~2019. The reason for the decrease during the fiscal year ended December 31, 2020 is due to the Company’s cost-reduction measures implemented beginning on January 1, 2020.~~2022.

~~Cost of~~Our revenues from Cortex’s Content Platform were $59,144 thousand for the year ended December 31, ~~2020 was $5~~2023, a decrease of $14,713 as compared to $73,857 thousand ~~which is a slight increase to $2 thousand for~~during the year end December 31, ~~2019.~~

Research and development costs for the year ended December 31, 2020 was $108 thousand as compared to $233 thousand for the year end December 31, 2019. The reason for the decrease during the fiscal year ended December 31, 2020 is due to the Company’s cost-reduction measures implemented beginning on January 1, 2020.

~~Sales and marketing expenses for the year ended December 31, 2020 was $8 thousand as compared to $257 thousand for the year end December 31, 2019.~~2022. The reason for the decrease during the year ended December 31, ~~2020~~2023, is due to a decrease of user traffic acquisition from the ~~Company’s cost-reduction measures implemented beginning~~Third-Party Platforms, primarily resulting from technological changes and content policy changes on ~~January 1, 2020.~~such Third-Party Platforms, causing a lower amount of users to reach the Cortex Websites and thus decreasing the exposures to the ads displayed on the Cortex Websites. In response to the technological and policy changes, Cortex updated and adjusted its platform to adapt to these changes, partially restoring the amount of user traffic acquisition, which mitigated the scope of the decrease.

~~General~~Our revenues from Gix Media’s Search Platform were $20,469 thousand for the year ended December 31, 2023, a decrease of $2,277 thousand as compared to $22,746 thousand during the year end December 31, 2022. The reasons for the decrease during the year ended December 31, 2023, are due to the decrease in the amount of search referrals conducted by users, provided by Gix Media to search engines, caused primarily by a decrease in the number of searches received from Gix Media’s third-party strategic partners, including a significant strategic partner of Gix Media. In response to this decrease, Gix Media expanded its user traffic resources during the year ended December 31, 2023, by engaging with new strategic partners, which in turn mitigated the scope of the decrease.

Traffic acquisition and ~~Administration~~related costs for the year ended December 31, 2023, were $70,451 thousand a decrease of $12,560 thousand as compared to $83,011 thousand for the year ended December 31, 2022. The reason for the decrease during the year ended December 31, 2023, is due to a decrease of user traffic acquisition from the Third-Party Platforms, primarily resulting from technological changes and content policy changes on such Third-Party Platforms.

Research and development costs for the year ended December 31, 2023, were $2,893 thousand as compared to $3,255 thousand for the year ended December 31, 2022. The reason for the decrease in the year ended December 31, 2023, is the reduction of expenses in the Search Platform, primarily in salaries and technological services.

Sales and marketing expenses for the year ended December 31, ~~2020 was $437~~2023, were $2,805 thousand as compared to $720 thousand for the year end December 31, 2019. The reason for the decrease in 2020 is due to certain cost reduction measures initiated by the Company as of the beginning of January 2020. Additionally, during the fiscal year-ended December 31, 2020, the Company was no longer obligated to pay recapitalization expenses in connection with the Recapitalization Transaction and the Share Exchange Agreement which were paid by the Company during the fiscal year-ended December 31, 2019.

~~Our net financial income was $13~~$2,479 thousand for the year ended December 31, ~~2020, compared to net financial~~2022. The increase of selling and marketing expenses ~~of $98 thousand for~~during the ~~year end December 31, 2019. The reason for the change is due to the US dollar exchange rate difference for the fiscal~~ year ended December 31, ~~2020~~2023, is due to expenses incurred in connection with the increase in the content displayed on the Cortex Websites and an increase primarily in salaries in the Content Platform.

General and administration expenses for the year ended December 31, 2023, were $2,877 thousand as compared to ~~the fiscal year end December 31, 2019.~~

~~Our tax on income was $2~~$2,157 thousand for the year ended December 31, ~~2020,~~2022. The reason for the increase in the year ended December 31, 2023, is due to the increase in salary and related costs following the Reorganization Transaction with Gix Media on September 19, 2022, which led to the expansion of the Company’s management team, which included, among other things, the appointment of a chairman of the board in June 2022 and a full-time chief financial officer in July 2022. In addition, during year ended December 31, 2023, there was an increase in professional services and consultant costs following the Reorganization Transaction, as compared to ~~$15~~the year ended December 31, 2022.

Our depreciation and amortization expenses for the year ended December 31, 2023, were $2,952 thousand, a slight increase as compared to $2,809 thousand during the same period in the prior year.

A goodwill impairment loss of $5,107 thousand was recorded during the year ended December 31, 2023, compared to $0 during the year ended December 31, 2022. The total amount of goodwill impairment loss recognized by the Company, in the year ended December 31, 2023, was related to the Content Platform (see Note 6 to our consolidated financial statements).

Our business acquisition and related costs were $0 for the year ended December 31, 2023, compared to $166 thousand during the year ended December 31, 2022. In the year ended December 31, 2022, the Company’s recorded business acquisition and related costs were in connection with the Reorganization Transaction.

Our net financial expense was $1,281 thousand for the year ~~end~~ended December 31, ~~2019.~~2023, as compared to net financial expense of $1,456 thousand for the year ended December 31, 2022. The reason for the decrease ~~is due to the fact that~~ during ~~the fiscal~~ year ended December 31, ~~2019~~2023, is mainly due to the ~~Company recognized a one-time tax expense~~decrease in financial expenses relating to the USD to NIS exchange rate, as compared to the year ended December 31, 2022, which was partially offset by the increase in interest expenses related to the Company’s bank loans due to increases in the market’s interest rates during the year ended December 31, 2023.

Our income tax benefit was $66 thousand for the year ended December 31, 2023, as compared to $153 thousand income tax expenses for the year ended December 31, 2022. The decrease in income tax expenses was mainly due to a decrease in income before income taxes of Cortex and due to an increase in tax benefit in respect of prior ~~years.~~years of Gix Media for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

As of December 31, ~~2020,~~2023, we had current assets of ~~$225~~$17,805 thousand consisting of ~~$148~~$ 1,774 thousand in cash and cash equivalents, ~~$15~~$149 thousand in ~~trade receivables, $20~~restricted deposits, $11,359 thousand in accounts receivable, $771 thousand in other ~~accounts receivables~~current assets and ~~$42~~$3,752 thousand in ~~prepaid expenses.~~the loan to our parent company, in accordance with the Second Loan Agreement, as defined below.

WeAs of December 31, 2023, we had ~~$2,303~~non-current assets of $25,477 thousand consisting of $147 thousand in deferred taxes, $397 thousand in operating lease right-of-use assets, $245 thousand in property and equipment net, $12,434 thousand in intangible assets net and $12,254 thousand in goodwill.

As of December 31, 2023, we had $19,773 thousand in current liabilities consisting of ~~$177~~$12,359 thousand in accounts payable, $889 thousand in other ~~accounts payable~~payables, $6,440 thousand in short term loans and ~~accrued liabilities, $22 trade payable,~~current maturities of a long-term loans and ~~$2,054 payable to our parent company.~~$85 thousand in operating lease liabilities.

As of December 31, ~~2019,~~2023, we had $4,885 thousand in non-current liabilities consisting of $3,064 thousand long-term loans, $304 thousand in operating lease liabilities - long term and $1,517 thousand in deferred taxes.

As of December 31, 2022, we had current assets of ~~$225~~$29,841 thousand consisting of ~~$89~~$4,196 thousand in cash and cash equivalents, ~~and~~$185 thousand in restricted ~~cash, $119~~deposits, $20,945 thousand in accounts receivable, $973 thousand in other current receivables and ~~$17~~$3,542 thousand in ~~prepaid expenses. We~~the loan to our parent company, in accordance with the Second Loan Agreement, as defined below.

As of December 31, 2022, we had ~~$1,923~~non-current assets of $33,854 thousand consisting of $52 thousand in severance pay funds, $340 thousand in deferred taxes, $486 thousand in operating lease right-of-use assets, $302 thousand in property and equipment net, $15,313 thousand in intangible assets, net and $17,361 thousand in goodwill.

As of December 31, 2022, we had $28,522 thousand in current liabilities ~~which consisted~~consisting of ~~$246~~$19,782 thousand in accounts payable, $2,084 thousand in other payables, $6,569 thousand in short term loans and current maturities of a long-term loan and $87 thousand in operating lease liabilities.

As of December 31, 2022, we had $5,274 thousand in non-current liabilities consisting of $152 thousand in accrued severance pay, $2,881 thousand long-term loan, $388 thousand in operating lease liabilities - long term and ~~$66 trade payable, and $1,611 payable to our parent company.~~$1,853 thousand in deferred taxes.

We had a negative working capital of ~~$2,078~~$1,968 thousand ~~and $1,698~~as compared to a positive working capital of $1,319 thousand as of December 31, ~~2020~~2023, and December 31, ~~2019,~~2022, respectively.

~~Our total liabilities as of December 31, 2020 were $2,303 thousand compared to $1,923 thousand as of December 31, 2019.~~

During the fiscal year ended December 31, ~~2020,~~2023, we had ~~negative~~positive cash flow from operations of ~~$53~~$934 thousand which was mainly the result of a $8,687 thousand in net loss, ~~of $443~~$7,973 thousand ~~depreciation expense of $5 thousand, offset by gains~~ from ~~the sale of a subsidiary~~positive adjustments to operating activities, and ~~decrease~~$1,648 positive changes in ~~working capital of $385 thousand.~~assets and liabilities items.

During the fiscal year ended December 31, ~~2019,~~2022, we had ~~negative~~positive cash flow from operations of ~~$135~~$3,237 thousand which was mainly the result of a ~~net loss of~~ $1,117 thousand ~~depreciation expense of $1~~in net income, $3,233 thousand from positive adjustments to operating activities, offset by ~~decrease~~$1,113 negative changes in ~~working capital of $981.~~assets and liabilities items.

During the fiscal year ended December 31, ~~2020,~~2023, we had ~~a positive~~$16 thousand negative cash flow ~~effect~~ from investing activities ~~of $13 thousand~~ as compared to a$74 thousand negative cash flow ~~effect~~ from investing activities ~~of $1 thousand as~~ during the year ended December 31, ~~2019.~~2022.

During the fiscal year ended December 31, ~~2020,~~2023, we had ~~a positive~~$3,376 thousand negative cash flow from financing activities which was the result of ~~$99~~repayment of long-term and short term loans in amount of $3,080 thousand, ~~which related~~cash paid to non-controlling interests in connection to the ~~Loan Agreement~~purchase of the additional 10% of Cortex’s shares in amount of $2,625 thousand, payment of dividend by Cortex to non-controlling interests in amount of $598 thousand, payment of dividend by Gix Media to its shareholders in amount of $130 thousand, an increase in the loan to our parent company in amount of $123 thousand offset by receipt of long-term loans in amount of $1,980 thousand and ~~issuance~~receipt of ~~shares we have made during the fiscal year ended December 2020, compared to a positive cash flow from financing activities~~short term bank loans in amount of ~~$174 thousand during~~$1,200 thousands.

During the fiscal year ended December 31, ~~2019,~~2022, we had $4,224 thousand negative cash flow from financing activities which ~~related~~was the result of repayment of long-term bank loan in amount of $1,389 thousand, payment of dividend by Cortex to ~~the cash acquired~~non-controlling interests in ~~connection with the Recapitalization Transaction.~~amount of $1,689 thousand, payment of dividend by Gix Media to its shareholders in an amount of $73 thousand and increase in loan to parent company in amount of $1,073 thousand.

There are no limitations in the Company’s Certificate of Incorporation on the Company’s ability to borrow funds or raise funds through the issuance of shares of its common stock to affect a business combination. ~~The Company’s limited resources~~

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 lack of having cash-generating business operations may make it difficult to borrow funds or raise capital. The Company’s limitations to borrow funds or raise funds through the issuance of restricted capital stock required to effect or facilitate(5) a ~~business combination may have a material adverse effect~~lien on ~~the Company’s financial condition and future prospects, including the ability to complete a business combination.~~

Until such time as the Company can generate substantial revenues, the Company expects to finance its cash needs through a combination of the sale of its equity and/or convertible debt securities, debt financing and strategic alliances and collaborations. The Company does not have any committed external source of funds. To the extent that the Company raises additional capital through the sale of its equity and/or convertible debt securities, the ownership interest of its shareholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common shareholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business. If the Company raises funds through additional collaborations or strategic alliances with third parties, we may have to relinquish valuable rights to our future revenue streams and/or distribution arrangements. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. If the Company is unable to raise additional funds through equity and/or debt financings when needed or on attractive terms, the Company may be required to delay, limit, reduce or terminate the operations of some or all of ~~its business segments.~~Gix Media’s holdings in Cortex.

The Company has ~~incurred $443 thousand~~also provided several liens under the Financing Agreement with Leumi in ~~net losses~~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.

According to the Financing Agreement, Gix Media undertook to meet financial covenants over the life of the loans as follows: (1) the ratio of debt to EBITDA, based on the Gix Media’s consolidated financial statements in all 4 consecutive quarters (in any given period during the life of the loan), will not exceed 2.4 in the first two years following the execution of the Financing Agreement, which according to the Second Addendum was extended by nine months to June 30, 2024 and thereafter will not exceed 1.75. As of December 31, 2023, Gix Media was not in compliance with the financial covenants in connection with the Financing Agreement, and received a written letter from Leumi, pursuant to which, subject to certain conditions and until April 16, 2024, Leumi waived its rights under the Financing Agreement with respect to such failure (see Note 10 to our consolidated financial statements).

We experienced a decrease in user traffic acquired from third party advertising platforms, and consequently in revenues, for the 6-month period ended December 31, 2023. As a result of such decreases, for the year ended December 31, ~~2020, has $2,078 thousand shareholders’~~2023, we generated positive cash flows from operations of $934 compared to positive cash flows from operations of $3,237 generated during the year ended December 31, 2022, and had cash and cash equivalents and a working capital deficit, as of December 31, ~~2020~~2023, of $1,774 and ~~$1,693 thousand in total shareholders’ deficit~~$1,968, respectively. In addition, as of December 31, ~~2019~~2023, we had short-term loans and ~~$53 thousand negative cash flows from operations~~long-term bank loans amounting to $9,070, in which the Company did not meet its financial debt covenants for the year ended December 31, ~~2020, and $135 thousand negative~~2023 (see Note 10 to our consolidated financial statements). While our management expects to continue to generate positive cash flows from our operations, such a decline may reasonably result in our inability to repay our debt obligations during the 12-month period following the issuance date of our consolidated financial statements for the year ended December 31, ~~2019. Management expects~~2023.

Our management’s plans include reducing operating expenses, creating new revenues sources, negotiating with the ~~Company~~bank regarding the loans terms in an effort to ~~continue~~provide additional liquidity and ensure continued compliance with our obligations, and raising funds in debt or equity capital from various potential investors. However, there is significant uncertainty whether we will be successful in accomplishing our plans or we will be able to ~~generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through additional raises of capital.~~obtain sufficient funds when needed.

Such conditions raise substantial doubts about ~~the Company’s~~our ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. TheseOur consolidated financial statements do not include any adjustments ~~relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities~~ that ~~may~~might be ~~required should~~necessary if the Company beis unable to continue as a going concern.

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

Our significant accounting policies are summarized in Note 2 to our consolidated financial statements. We identify here a number of policies that entail significant judgments or estimates by management.

The Company ~~has only~~allocates the purchase price of tangible and intangible assets acquired, and liabilities assumed by the Ultimate Parent as of March 1, 2022, based on estimated fair values, with any residual of the purchase price recorded as goodwill. Third party appraisal firms and other consultants are engaged to assist management in determining the fair values of certain assets acquired and liabilities assumed. Different valuations approaches are used to value different types of intangible assets. The Company primarily uses the income approach in the valuation of intangible assets. The income approach to valuation is based on the present value of future cash flows attributable to each identifiable intangible asset. This approach to valuation requires management to make significant estimates and assumptions including but not limited ~~capital. Additional financing~~to: discount rates, future cash flows, technology, and customer relationships. These estimates are based on historical experience and information obtained from the management of the acquired companies and are inherently uncertain.

Goodwill is tested for impairment at least annually, and whenever events or changes in circumstances occur indicating that it is “more likely than not”, impairment may be deemed to have been incurred. We have the option to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying value as a basis for determining if it is necessary ~~for~~to perform the ~~Company~~quantitative goodwill impairment test. However, if we conclude otherwise, we are required to ~~continue as a going concern. Our independent auditors have issued an unqualified audit opinion for~~perform the ~~year ended December 31, 2020 with an explanatory paragraph on going concern.~~

~~In view of these matters, realization of a major portion~~quantitative impairment test by calculating the fair value of the ~~assets~~reporting unit and comparing it against its carrying value.

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

For both reporting units, we performed the quantitative impairment test. In estimating the fair value of our reporting units, we used the income approach, which requires us to make significant estimates and assumptions related to future cash flows and discount rates. Changes in these estimates and assumptions could have a significant impact on the ~~accompanying balance sheet is dependent upon continued operations~~fair value of the ~~Company. Management believes that actions presently being taken~~reporting units. If the fair value exceeds the carrying value, no further evaluation is required, and no impairment loss is recognized. An impairment charge would be recognized to ~~obtain additional equity financing will provide~~ the ~~opportunity to continue as a going concern.~~extent the carrying value of the reporting unit exceeds the reporting unit’s fair value.

As of December 31, ~~2020, and 2019,~~2023, we ~~did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.~~

~~As of December 31, 2020, and 2019, we did not have any contractual obligations.~~

~~Our consolidated financial statements are prepared in accordance with accounting principles generally accepted~~recorded a goodwill impairment loss in the ~~U.S. The preparation~~amount of ~~our consolidated financial statements and disclosures requires us to make judgments, estimates, and assumptions that affect~~ $5,107 thousand for the ~~reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported revenue and expenses during the~~Content Platform reporting periods. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions.unit.

~~Our significant accounting policies are described in more detail in the notes to our audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.~~

To the ~~Shareholders~~Stockholders and Board of Directors of Viewbix Inc.

We have audited the accompanying consolidated balance sheets of Viewbix Inc. and its ~~subsidiary~~subsidiaries (the “Company”) as of December 31, ~~2020~~2023, and ~~2019~~2022 and the related consolidated statements of ~~comprehensive loss, stockholders’ deficit~~operations, changes in shareholder’s equity and cash flows for each of the two years in the period ended December 31, ~~2020,~~2023, 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, ~~2020~~2023, and ~~2019,~~2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2020,~~2023, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 11G to the ~~consolidated~~ financial statements, the Company’s ~~substantial net losses, shareholders’ deficit~~non-compliance with its debt covenants as of December 31, 2023 and ~~negative~~the decrease in revenues and positive cash flows from operations may result in the Company’s inability to repay its debt obligations during the 12-month period following the issuance date of these financial statements. Management’s plans in regard to these matters are also described in Note 1G. These conditions raise a substantial doubt about ~~its~~the Company’s ability to continue as a going concern. ~~Management’s plans concerning these matters are also described in Note 1 to the financial statements.~~ The financial statements do not include any adjustments that might result from the outcome ~~of’ these uncertainties~~of this uncertainty.

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~~The critical audit ~~matters are matters~~matter communicated below is a matter arising from the current-period audit of the financial statements that ~~were~~was communicated or required to be communicated to the ~~audit committee~~board of directors and that (1) ~~relate~~relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. ~~We determined that there are no~~The communication of a critical audit ~~matters.~~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.

Goodwill Impairment – Digital Content Reporting Unit– Refer to Note 2P and 6B to the Consolidated Financial Statements

The Company’s quantitative goodwill impairment test involves the comparison of the fair value of each reporting unit to its carrying value. In estimating the fair value of the digital content reporting unit, the Company used the income approach method, which requires management to make significant estimates and assumptions related to future cash flows and discount rates. Any excess carrying value over the applicable fair value is recognized as impairment.

During 2023, the Company recognized an impairment loss of $5.1 million for the digital content reporting unit’s goodwill. After considering the impact of the impairment charges, the carrying amount of the digital content reporting unit’s goodwill as of December 31, 2023, was $11.2 million.

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

Our audit procedures related to forecasts used by management to estimate the fair value of the digital content reporting unit included the following, among others:

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

~~Consolidated Statements of Comprehensive Loss~~CONSOLIDATED BALANCE SHEETS (Cont.)

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

~~Consolidated Statements of Changes in Stockholders’ Deficit~~CONSOLIDATED STATEMENTS OF OPERATIONS

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

~~Consolidated Statements of Cash Flows~~CONSOLIDATED STATEMENTS OF CASH FLOWS

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

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

Viewbix Inc. (formerly known as Virtual Crypto Technologies, 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”). In 2015 the Company changed its name to Emerald Medical Applications Corp., subsequent to which the Company, through its subsidiarity, 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 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 ~~Consolidated Financial Statements~~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.

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 “Closing Date”) 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, hold approximately 97% of the Company’s Common Stock, and Gix Media became a wholly owned subsidiary of the Company.

As the Company and Gix Media Ltd. were consolidated both by the Parent Company and 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 Ltd. is presented in these financial statements, for all periods presented, reflecting the historical cost of the Company and Gix Media Ltd., 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 (see also note 7.B).

Share and per share ~~data)~~data in these financial statements have been retrospectively adjusted, for periods preceding the Reorganization Transaction, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reorganization Transaction.

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, including Google, Facebook, Yahoo and Apple, by utilizing such content to obtain and route internet user traffic for its customers. The digital content segment activity is conducted by Cortex.

As of December 31, 2023, Gix Media holds 80% of Cortex’s share capital (see note 7.A).

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. Share and per share data in these financial statements have been retrospectively adjusted to reflect the reverse stock split for the year ended December 31, 2022.

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On October 7, 2023, following the brutal attacks on Israel by Hamas, a terrorist organization located in the Gaza Strip that infiltrated Israel’s southern border and conducted a series of attacks on civilian and military targets, Israel’s security cabinet declared war (the “War”). Following the commencement of the War, hostilities also intensified between Israel and Hezbollah, a terrorist organization located in Lebanon. This may escalate in the future into a greater regional conflict. The War led to a reduction of business activities in Israel, evacuation of residences located in the northern and southern borders of Israel, a significant call up of military reserves and lower availability of work force.

The Group’s activities are not directly affected by the War, as its customers are predominantly from the US or Europe, markets that were not influenced by the War. However, as a result of the War, the Group’s operations were affected due to the recruitment of some of the Group’s senior employees to reserves, including the CEO of Gix Media. The absence of senior employees for an extended period affected customer relationship and operational and functional continuity and delayed some of the Company’s plans for the fourth quarter of 2023. These effects indirectly contributed to a decline in the Company’s revenues, profitability, and cash flow.

The Company has hired skilled employees to replace those who were recruited to military reserves. however, there is no assurance that future developments of the War will not have any impact for reasons beyond the Company’s control such as expansion of the War to additional regions and the recruitment of more senior employees. The Company has business continuity procedures in place, and will continue to follow developments, assessing potential impact, if any, on the Company’s business, financials and operations.

The Company experienced a decrease in user traffic acquired from third party advertising platforms, and consequently in revenues, for the six months period ended December 31, 2023. As a result of such decreases, for the year ended December 31, 2023, the Company generated positive cash flows from operations of $934 compared to positive cash flows from operations of $3,237 generated during the year ended December 31, 2022, and had cash and cash equivalents and a working capital deficit, as of December 31, 2023, of $1,774 and $1,968, respectively. In addition, as of December 31, 2023, the Company had short-term and long-term bank loans amounting to $9,070, with which the Company did not meet its financial debt covenants for the year ended December 31, 2023 (see note 10). While management expects the Company to continue to generate positive cash flows from its operations, such a decline may reasonably result in the Company’s inability to repay its debt obligations during the 12 month period following the issuance date of these financial statements.

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Management’s plans include reducing operating expenses, creating new revenues sources, negotiating with its bank regarding the Company’s loans terms in an effort to provide additional liquidity and ensure continued compliance with its obligations, and raising funds in debt or equity capital from various potential investors. However, there is significant uncertainty whether the Company will be successful in accomplishing its plans or it will be able to obtain sufficient funds when needed.

Such conditions raise substantial doubts about the Company’s ability to continue as ~~Virtual Crypto Technologies, Inc.)~~a going concern. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~The significant accounting policies used in the preparation~~A. Basis of ~~the financial statements are as follows:~~

~~The functional currency of the Company~~Presentation and its subsidiary is the US dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, “Foreign Currency Matters” (ASC 830), balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions are carried as financing income or expenses.

The accompanying consolidated financial statements include the accounts of the Company and its ~~subsidiary.~~wholly owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany ~~balances~~accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported of assets and liabilities and disclosure at the date of the consolidated financial statements and the reported amounts of income and expense during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, income taxes, deferred taxes, share-based compensation and leases. Actual results could differ from those estimates.

Most of the revenues of the Company are received in U.S. dollars. In addition, a substantial portion of the costs of the Company are incurred in U.S. dollars. Therefore, the Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company and each of its subsidiaries operates. Thus, the functional and reporting currency of the Company is the U.S. dollar.

Accordingly, monetary balances denominated in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Statement of the Accounting Standard Codification (“ASC”) No. 830 “Foreign Currency Matters” (“ASC No. 830”).

Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non-U.S. dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions exchange rates at transaction dates and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) historical exchange rates. Currency transaction gains and losses are presented in the financial income net, as appropriate.

The ~~Group~~Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents.

Restricted deposits held in interest bearing saving accounts which are used as a security for the Group’s credit card and ~~equipment~~lease obligations.

Accounts receivables are recorded at the invoiced amount, net of an allowance for credit losses. The Group evaluates its outstanding accounts receivables and establishes an allowance for credit losses based on information available on their credit condition, current aging, historical experience, future economic and market conditions. These allowances are reevaluated and adjusted periodically as additional information is available. Changes in the allowance for expected credit losses are recorded under general and administrative expenses in the consolidated statements of operations.

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line ~~method~~basis over the estimated useful lives, ofat the assets. When an asset is retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the statements of operations.following annual rates:

In accordance with ASC ~~360, “Property, Plant~~No. 842 “Leases”, the Company determines if an arrangement is a lease at inception. If an arrangement is a lease, the Company determines whether it is an operating lease or a finance lease at the lease commencement date. Operating leases are included in operating lease right-of-use asset, operating lease liabilities – current, and ~~Equipment”,~~non-current operating lease liabilities in the Company’s consolidated balance sheets.

Operating lease assets represent the Company’s right to control the use of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the estimated lease.

Operating lease assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term.

The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The incremental borrowing rate is estimated based on factors such as the lease term, credit standing and the economic environment of the location of the lease. Variable lease payments, including payments based on an index or a rate, are expensed as incurred and are not included within the operating lease asset and operating lease liabilities. The Company does not separate non-lease components from lease components for its leases of real estate.

The Company’s lease terms are the noncancelable periods, including any rent-free periods provided by the lessor, and include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. Lease costs are recognized on a straight-line basis over the lease term.

The Company does not recognize operating lease asset and operating lease liabilities for leases with terms shorter than 12 months. Lease costs for short-term leases are recognized on a straight-line basis over the lease term.

The Company has material non-functional currency leases. Lease liabilities in respect of leases denominated in a foreign currency are remeasured using the exchange rate at each reporting date. Lease assets are measured at historical rates, which are not affected by subsequent changes in the exchange rates.

As described in note 1.C, the Company generates revenues from obtaining internet user traffic and routing such traffic to its customers. The Company is entitled to receive consideration for its service upon each individual internet user traffic routed to and monetized by its customers.

The Company’s revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are measured according to the amount of consideration that the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, such as VAT taxes. Revenues are presented net of VAT. The Company’s payments terms are less than one year. Therefore, no finance component is recognized.

As the Company operates as the primary obligor in its arrangements and has sole discretion in determining to which of its customers internet user traffic is to be routed, revenues are presented on a gross basis.

Traffic acquisition and related costs consist primarily of fees paid to suppliers in connection with the Company’s internet traffic sources, as well as internal costs incurred in connection with the acquisition of such traffic. Traffic acquisition costs are expensed as incurred.

Research and development costs are charged to the consolidated statements of income as incurred, except for certain costs relating to internally developed software, which are capitalized.

The Company capitalizes certain internal-use software development costs, consisting of direct subcontractors’ costs associated with creating the internally developed software. Software development projects generally include three stages: (i) the preliminary project stage (all costs expensed as incurred); (ii) the application development stage (costs are capitalized) and (iii) the post implementation/operation stage (all costs expensed as incurred).

The costs capitalized in the application development stage primarily include the costs of designing the application, coding and testing of the system. Capitalized costs are amortized using the straight-line method over the estimated useful life of the software, once it is ready for its intended use.

The Company believes that the straight-line recognition method best approximates the manner in which the expected benefit will be derived. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances ~~indicate~~occur that could impact the ~~carrying amount~~recoverability of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. To date the Group did not incur any material impairment losses.these assets.

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company applies ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors (including employee stock options under the Company’s stock plans) based on estimated fair values.

ASC 718-10 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s statement of operations.

~~The Company recognizes compensation expenses for the value of non-employee awards based on the straight-line method over the requisite service period of each award, net of estimated forfeitures.~~

The Company estimates the fair value of stock options granted as equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the “simplified” method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company.

Earnings or loss per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to ASC 260-10-45. Pursuant to ASC 260-10-45-10 through 260-10-45-16 Basic EPS is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

The Company applies the provisions of Accounting Standards Codification (or “ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The Company adopted the provisions of ASC 606 effective January 1, 2018 using the modified retrospective application method for all uncompleted contracts as of that date. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements. In addition, the adoption of ASC 606 had no impact on the Company’s trade receivables, deferred revenues and accumulated deficit balances balance as of December 31, 2018 or on the Company’s revenues, cost of revenues or its operating expenses during 2018, compared to ASC 605.

The Company generates revenues primarily by granting customers the right to access software products through the Company’s cloud-based SaaS subscription offerings. Under a SaaS subscription agreement, the customer receives a right to access the software for a specified period of time in an environment hosted, supported, and maintained by the Company. SaaS subscription services are a single performance obligation satisfied over time, and associated revenue is generally recognized ratably over the contract term once the software is made available to the customer. The SaaS subscription offerings are typically sold with one year subscription terms, generally invoiced in advance of each annual subscription period, and are non-cancelable during the committed subscription term.

~~Research and development expenses are charged to the statement of operations as incurred.~~

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, and (“ASC 740”). ASC 740 prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and for carry forward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized.

~~In addition,~~Uncertain tax positions are accounted for in accordance with the provisions of ASC ~~740 prescribes~~740-10, under which a ~~recognition threshold and measurement attribute for financial statement recognition and measurement of a~~company may recognize the tax benefit from an uncertain tax position ~~taken~~claimed or expected to be ~~taken in~~claimed on a tax ~~return. The first step is to evaluate the tax position taken or expected to be taken in a tax return. This is done by determining~~return only if ~~the weight of available evidence indicates that~~ it is ~~more-likely-than-not~~more likely than not that ~~on an evaluation of the technical merits,~~ the tax position will be sustained on ~~audit, including resolution~~examination by the taxation authorities, based on the technical merits of ~~any related appeals or litigation processes. The second step is to measure~~ the ~~tax benefit as~~position, at the largest ~~amount~~benefit that ~~is more~~has a greater than ~~50% likely to be~~fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties, if any, related to unrecognized tax benefits, are recognized in tax expense.

The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred.

The carrying amounts of cash and cash equivalents, restricted deposits, accounts receivable, loan to Parent Company, other current assets, current maturities of long-term loans, accounts payable, other payables, short-term loans approximate their fair value due to the short-term maturities of such instruments.

The carrying amount of the variable interest rate long-term loan is approximates to its fair value as it bears interest at approximate market rate.

The Company accounts for its business combinations in accordance with ASC 805, “Business Combinations” (“ASC 805”). ASC 805 specifies the accounting for business combinations and the criteria for recognizing and reporting intangible assets apart from goodwill. ASC 805 requires recognition of assets acquired, liabilities assumed and any non-controlling interest at the acquisition date, measured at their fair values as of that date.

Acquisition-related intangible assets result from the Company’s acquisitions of businesses accounted for under the purchase method and consist of the fair value of identifiable intangible assets including customer relations, technology, as well as goodwill. Goodwill is the amount by which the acquisition cost exceeds the fair values of identifiable acquired net assets on the date of purchase. Acquisition-related definite lived intangible assets are reported at cost, net of accumulated amortization. For transactions between entities under common control see note 1.B.

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~In June 2016,~~The Company’s goodwill reflects the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326).” The guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for the Company’s fiscal year beginning January 1, 2023, including interim periods within that year. The Company is currently evaluating the potential effectexcess of the ~~adoption~~consideration paid or transferred including the fair value of ~~ASU 2019-10 on our financial position~~contingent consideration over the fair values of the identifiable net assets acquired.

Goodwill is not amortized but instead is tested for impairment, in accordance with ASC 350, “Intangibles – Goodwill and ~~results of operations. The Company does not expect~~Other” (“ASC 350”), at the ~~adoption of this ASU to have a material impact on the Company’s financial statements.~~

Inreporting unit level, at least annually at December 2019, the FASB issued a new standard to simplify the accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to31 each year, or more frequently if events or changes in ~~ownership~~circumstances indicate that the carrying value may be impaired.

The goodwill impairment test is performed by evaluating an initial qualitative assessment of ~~equity method investments and foreign subsidiaries. The guidance also simplifies aspects~~the likelihood of ~~accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies~~impairment. If this step indicates that the ~~accounting for transactions that~~qualitative assessment does not result in a ~~step-up~~more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the impairment test is performed.

In the impairment test, the Company compares the fair value of the reporting unit to the carrying value of the reporting unit. If the fair value of the reporting unit exceeds the carrying value of the net assets allocated to that unit, goodwill is not impaired, and no further testing is required. If the fair value is less than the carrying value of the reporting unit, then the second step of the impairment test is performed to measure the amount of the impairment (see note 6.B).

Intangible assets are identifiable non-monetary assets that have no physical substance. Intangible assets with indefinite useful lives are not amortized and are tested for impairment once a year, or whenever there is a sign indicating that impairment may have occurred, in accordance with ASC 350. An estimate of the useful life of intangible assets with an indefinite useful life is examined at the end of each reporting year. A change in the ~~tax basis~~estimated useful life of ~~goodwill.~~ an intangible asset that changes from indefinite-lived to finite-lived is treated prospectively.

Intangible assets with a finite useful life are amortized in a straight line over their estimated useful life subject to impairment testing. A change in the estimated useful life of an intangible asset with a finite useful life is treated prospectively.

The ~~standard will be effective for us beginning July 1, 2021,~~useful life used to amortize intangible assets with ~~early adoption permitted. Adoption of~~a finite useful life is at the ~~standard will not have a material impact on our consolidated financial statements.~~following annual rates:

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s long-lived assets to be held or used, including property and ~~per share data)~~equipment, right of use assets and intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, “Property, Plants and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.

The Company’s liability for severance pay for some of its Israeli employees is calculated pursuant to Israeli Severance Pay Law, 1963 (the “Israeli Severance Pay Law”) based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. These employees are entitled to one month’s salary for each year of employment or a portion thereof. The Company records the liability as if it were payable at each balance sheet date on an undiscounted basis. The liability is classified based on the expected date of settlement and therefore is usually classified as a long-term liability unless the cessation of the employees is expected during the upcoming year.

The Company’s liability for these Israeli employees is partially covered by monthly deposits for insurance policies and the remainder by an accrual. The deposited funds for these policies are recorded as an asset in the Company’s balance sheet and include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Israeli Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash redemption value of these policies.

With respect to other Israeli employees, the Company acts pursuant to the general approval of the Israeli Ministry of Labor and Welfare, pursuant to the terms of Section 14 of the Israeli Severance Pay Law (“Section 14”), according to which the current deposits with the pension fund and/or with the insurance company exempt the Company from any additional obligation to these employees for whom the said depository payments are made. As a result, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in the Company’s balance sheet.

Severance expenses for the years ended December 31, 2023 and 2022 amounted to $51 and $131, respectively.

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company accounts for share-based compensation in accordance with ASC 718, “Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods, which is generally the vesting period, in the Company’s consolidated statement of operations.

The Company selected the Black-Scholes option pricing model as the most appropriate fair value method for its share options awards. The option-pricing model requires several assumptions, of which the most significant are the expected share price volatility and the expected option term. The Company recognizes share-based compensation cost for option awards on an accelerated basis over the employee’s requisite service period and accounts for forfeitures as they occur.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and in accordance with ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued warrants that meet all of the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance. For issued warrants that do not meet all the criteria for equity classification, the warrants are classified as liability and are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

In accordance with ASC 260, “Earnings Per Share” (“ASC 260”), basic net earnings per share is computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if share options, warrants or other commitments to issue ordinary shares were exercised or equity awards vested, resulting in the issuance of ordinary shares that could share in the net earnings of the Company.

For periods in which the Company has generated a net loss, the Company’s basic net income (loss) per share is the same as diluted net income (loss) per share, as the effects of common stock equivalents outstanding and shares issuable upon exercise of share options or warrants are antidilutive and therefore excluded from the calculation of diluted net income (loss) per share.

The Company reports financial and descriptive information about its reportable segments. Reportable segments are operating segments or aggregations of operating segments that meet specified criteria as defined in ASC 280, “Segments Reporting”.

Operating segments are distinguishable components of an entity for each of which a separate financial information is available and is reported in a manner consistent with the internal reporting provided to the entity’s Chief Operating Decision Maker (“CODM”) in making decisions about how to allocate resources and in assessing performance. The review of the CODM is carried out according to the results of the segment’s activity. His review does not include certain expenses that are not related specifically to the activity of each of the segments. Those expenses are presented as reconciliation between segments operating results to total operating results in financial statements.

In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance which provides temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform Accounting Standards Update (“ASU”) 2020-04, and 2022-06 - Reference Rate Reform (“Topic 848”). Among other things, for all types of hedging relationships, Topic 848 allows an entity to change the reference rate and other critical terms related to reference rate reform without having to remeasure the value or reassess a previous accounting determination. The amendments in this guidance may be applied immediately on a prospective basis to any related changes through December 31, 2024. As of June 30, 2023, the Company had entered into loan modifications in connection with the transition from LIBOR to Secured Overnight Financing Rate (“SOFR”) for its variable rate loans and applied the practical expedient to all such modifications. As of December 31, 2023, the Company adopted the guidance and it did not have a significant impact on the Company’s consolidated financial statements or disclosures.

In November 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, “Improvements to Reportable Segment Disclosures,”. The ASU’s effective date is for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of the ASU 2023-07 will enhance expense disclosures in segment reporting and other qualitative disclosures and allows for disclosing multiple measures of segment profit or loss. The Company does not expect any significant impact from the adoption of this standard.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The ASU’s effective date is for fiscal years beginning after December 15, 2024. The adoption of the ASU 2023-09 will enhance quantitative and qualitative disclosures related to rate reconciliation of significant components and income tax paid. The Company does not expect any significant impact from the adoption of this standard.

Depreciation expenses totaled $73 and $90 for the years ended December 31, 2023, and 2022, respectively.

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 is 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 includes renewal options that it is 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).

~~Balances:~~Maturities of operating lease liabilities as of December 31, 2023, are as follows:

Operating lease expenses amounted to $110 and $102 for the years ended December 31, 2023, and 2022, respectively.

December 31, December 31,
2 0 2 0 2 0 1 9

Gix – Parent Company Payable $ 2,054 $ 1,611

As of December 31, 2023, the Company recognized 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 fair value was estimated using the income approach, which is based on the present value of the future cash flows attributable to the reporting unit. The Company compared the fair value of the reporting unit to its carrying amount. As the carrying amount exceeded the fair value, the Company recognized an impairment loss of $5,107 which was driven mainly due to a decrease in the cash flow projections.

The Company also performed a quantitative impairment test of the search reporting unit. The Company did not recognize an impairment regarding this reporting unit.

C. Estimated annual amortization expense for each of the next five years is as follows:

On October 13, 2021, Gix Media acquired 70% (on a fully diluted basis) of the shares of Cortex (the “Cortex Transaction”), a private company operating in the field of online media and advertising. In consideration for the Cortex Transaction, Gix Media paid NIS 35 million in cash (approximately $11 million). The Cortex Transaction was financed by Gix Media’s existing cash balances and substantially by debt through a bank financing in the aggregate amount of $9.5 million, that consists of a line of credit of up to $3.5 million and a long-term loan of $6 million (see note 10).

On January 23, 2023, Gix Media acquired an additional 10% of Cortex, increasing its holdings to 80% of the share capital of Cortex in consideration for $2.6 million (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 $1.5 million (see note 10).

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 September 19, 2022, the Reorganization Transaction (see note 1.B) was consummated and as a result the former holders of Gix Media Shares, who previously held a controlling interest in the Company, retained a controlling interest in the Company and additionally, Gix Media became a wholly owned subsidiary of the Company. As the Company and Gix Media were both consolidated by the Parent Company and the Ultimate Parent, before and after the Closing Date, the Reorganization Transaction was accounted for as a transaction between entities under common control.

Accordingly, the historical cost of Gix Media’s assets and liabilities as of March 1, 2022, was determined in the allocation of the purchase price between tangible and intangible assets acquired and liabilities assumed by the Ultimate Parent as of March 1, 2022.

The difference between the cost basis of the assets and liabilities of Gix Media in the books of the Ultimate Parent and the cost basis of the assets and liabilities of Gix Media in the books of the Parent Company, as of March 1, 2022, was recorded as an Adjustment to Ultimate Parent’s Carrying Values in the Company’s consolidated statements of changes in shareholders’ equity.

The purchase price has been allocated between tangible and intangible assets acquired and liabilities assumed based on estimated fair values, with the residual of the purchase price recorded as goodwill. The intangible assets identified in the acquisition were technology and customer relations.

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 fair value of the non-controlling interests was derived from the valuation of 100% Cortex’s shares, in which Gix Media had an interest of 70%.

The estimated useful lives for the acquired technology and customer relations associated with the Cortex Transaction are 6 and 7 years, respectively. Goodwill is not deductible for income tax purposes.

Trade receivables, other accounts receivables, accounts payables, short-term loan and accrued expenses and other current liabilities were estimated to have fair values that approximate their carrying values due to the short-term maturities of these instruments. Long term loans were estimated to have fair values that approximate their carrying values given that their contractual interest approximates prevailing market interest rates. Accordingly, no adjustment to Ultimate Parent’s carrying values has been recorded in their regard as of March 1, 2022.

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:

In connection with the Cortex Transaction (see note 7.A), 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 Cortex Transaction (the “Financing Agreement”).

On July 25, 2022, Gix Media and Leumi entered into an addendum to the Financing Agreement, according to which, Leumi will provide Gix Media with a loan of $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 notes 1.C and 7.A) 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.

As of December 31, 2023, the Gix Media Credit Line of $3,500 was fully withdrawn by Gix Media.

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 ~~agreement~~addendum to the Cortex Loan Agreement, Leumi provided Cortex with ~~Gix,~~a monthly renewable credit line of $1,500 (the “Cortex Credit Line”). The Cortex Credit Line is determined every month at the ~~parties agreed to have the Company’s operations outsourced to Gix~~level of 70% of Cortex’s customers’ balance. The amounts that are drawn from the ~~agreement date~~Cortex Credit Line bear an annual interest of SOFR + 3.52% (Secured Overnight Financing Rate, guaranteed daily interest as determined in accordance with the Federal Bank in New York).

On April 27, 2023, Leumi increased the Cortex Credit Line by $1,000. In September 2023, Cortex and ~~until the acquisition is consummated. The following term were included in the agreement pursuant~~Leumi entered into an additional addendum to the ~~above:~~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%.

~~From the closing date, the actual~~As of December 31, 2023, Cortex drawn $1,500 of the ~~expenses incurred by Gix that related to the Company will be charged to the Company.~~Cortex Credit Line.

~~No amounts were paid by the Company to Gix during 2020~~D. Long term loan and ~~2019.~~issuance of warrants:

On ~~December 18, 2020, the company~~November 15, 2023, Viewbix Israel entered into a Loan Agreement (the ~~“Loan”~~“2023 Loan”) ~~and Stock Subscription Agreement~~ with certain ~~Investors as described~~lenders (the “Lenders”) whereby the Lenders provided Viewbix Israel with loans in ~~note 1e, pursuant to which~~ the ~~Investors lent an~~ aggregate amount of ~~$69,000 (the “Principal Amount”).~~$480, of which, $200 was provided by the Ultimate Parent. In accordance with the terms of the 2023 Loan, the ~~company prepaid~~principal amount bears an annual interest at a rate of 9% and will be repaid over the course of two years following January 1, 2024 (the “Repayment Period”). During the Repayment Period, for the first 12 months, Viewbix Israel will repay the interest on a quarterly basis and for the ~~Principal Amount~~remaining 12 months, Viewbix Israel will repay the principal amount on a quarterly basis (in 4 equal payments) along with the interest. If Viewbix Israel fails to repay all or part of ~~8% compounded annually~~the 2023 Loan amount, the Lenders have the option to convert the ~~Investors as an issuance of 552,000~~outstanding 2023 Loan amount into shares of Common Stock of the Company.

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 480,000 shares, at aan exercise price of $0.50 per share ~~of $0.01. Under~~and will expire and cease to be exercisable on December 31, 2025. The Company recorded the ~~Stock Subscription Agreement, the Investors transferred~~2023 Warrants as an ~~amount of $ 30,587 to the company as consideration for the issued shares.~~equity instrument.

The Company allocated the total ~~proceeds~~amount of $480 in respect of the ~~shares~~warrants issued and the 2023 Loan extended based on ~~its~~their relative fair values. As a result of the allocation, a discount of ~~$19~~ $55,was ~~recorded on~~attributed as the ~~loan.~~fair value of the 2023 Warrants. The discount is amortized over the term of the ~~loan~~Loan as finance expense.

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The allocation of the total proceeds of $480to ~~the fair value distribution of~~ the liability and equity components ~~on the transactions date~~ was as follows:

The composition of ~~short term~~long-term loan balance as of the transaction is as follows:

~~Ordinary shares confer~~During the ~~right to participate~~period until December 31, 2023, the Company recorded amortization expenses of $9 as financial expenses in the ~~general meetings, to one vote per share for any purpose, to an equal part, on share basis, in distribution~~consolidated statements of dividends and to equally participate, on share basis, in distribution of excess of assets and funds from the Company and they shall not confer other privileges unless stated hereunder or in the Companies Law otherwise. Some investors have standard anti-dilutive rights, registration rights, and information and representation rights.operations.

On December 18, 2020, the ~~company~~Company entered into a loan agreement and Stock Subscription Agreement ~~(the “Subscription”)~~ with certain investors (the “Investors”) in connection with the sale and issuance of an aggregate of 3,000,000 shares of Common Stock, at a purchase price of $0.01 per share, and for an aggregate purchase price of $30,000. In addition, and on the same date, the company entered into a Loan Agreement (the “Loan”) with the Investors, pursuant to which the Investors lent an aggregate amount of ~~$69,000~~$69 at an annual interest rate of 8% (the ~~“Principal Amount”~~“Loan”). In ~~accordance~~January 2023, the Company reached an agreement with the ~~terms of~~investors that the Loan received will be repaid in 3 equal monthly payments. In April 2023, the ~~company~~Loan was fully repaid by the interest on the Principal Amount of 8% compounded annually to the Investors as an issuance of 552,000 shares of Common Stock, at a price per share of $0.01. The shares of Common Stock were issued to the Investors pursuant to Regulation S of the Securities Act of 1933, as amended. For more details, please see note 1e.Company.

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Preferred shares may have been converted into ordinary shares of Viewbix Ltd at any time. The preferred shares would have automatically converted into ordinary shares if (a) the holders of at least (i) 67% (sixty seven percent)income of the ~~issued~~Company:

On December 22, 2017, the U.S. enacted the Tax Cuts and ~~outstanding Preferred C/C-1 shares, (ii) a majority of~~Jobs Act (the “Act”), which among other provisions, reduced the ~~issued and outstanding Preferred B shares, and (iii) a majority of the issued and outstanding Preferred A shares, so agree in writing; or (b)~~U.S. corporate tax rate from 35% to 21%, effective January 1, 2018.

Viewbix Israel is taxed according to Israeli tax laws. The Israeli corporate tax rate is 23% in the ~~event of an IPO.~~years 2023 and 2022.

~~The conversion price for any class or series of preferred would have been subject to adjustment,~~Gix Media and Cortex are recognized as ~~follows: at any time, upon each issuance or deemed issuance by the Company of any new securities at~~ a ~~price per share less than the applicable conversion price in effect on the date of and immediately prior to the issuance of such new securities, the conversion price shall be reduced.~~

~~Preferred shares had priority in the distribution of dividends and upon liquidation~~“Preferred-Technology Enterprise” in accordance with ~~the Company’s Articles of Association (“AOA”). These rights may be changed if a meeting~~Section 51 of the ~~Company’s stockholders gather up~~Encouragement of Capital Investments Law, 1959 and ~~decides on~~are taxed at a ~~change~~reduced corporate tax rate of ~~regulations in this context.~~12%.

~~The preference mechanism for liquidation and the distribution of dividends gave priority to the most recent preferred stockholders.~~B. Tax assessments:

~~The preferred shares were convertible into 16,199,520 ordinary shares of the Company.~~

The Company’s AOA do not provide redemption rights to the holders of the preferred shares. In the event of a liquidation event, all the funds and assets of the Company available for distribution among all the stockholders shall be distributed based on a certain mechanism as described in the Company’s AOA. Although the preferred shares are not redeemable, in the event of certain “deemed liquidation events” that are not solely within the Company’s control (including merger, acquisition, or sale of all or substantially all of the Company’s assets), the holders of the preferred shares would be entitled to preference amounts paid before distribution to other stockholders (as explained in the previous paragraph) and hence effectively redeeming the preference amount. In accordance with ASR 268 and ASC 480 “Distinguishing Liabilities from Equity”, the Company’s preferred shares are classified outside of stockholders’ deficit as a result of these in-substance contingent redemption rights. As of December 31, ~~2019 and 2018, the Company did not adjust the carrying values of the convertible preferred shares~~2023, Gix Media has a final tax assessment for all tax year up to the ~~deemed liquidation values of such shares since~~year ended December 31, 2020.

~~As detailed in Note 1, as part of the Recapitalization Transaction in July 2019, the Company issued 30,928,620 common shares in exchange~~final tax assessment for ~~99.83% of the issued and outstanding ordinary shares and~~ all ~~the preferred shares of Viewbix Israel. The number of shares prior~~tax year up to the ~~reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.~~

~~The following table summarizes information of outstanding warrants as of~~year ended December 31, ~~2020:~~2017.

~~Additionally, in connection with the Share Exchange Agreement, upon the earlier of: (a) the launch of a live video product to an American consumer in the United States by~~ Viewbix Israel ~~or (b)~~has a final tax assessment for all tax year up to the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will issue to Gix an additional 1,642,193 shares of restricted common stock of the Company. All of the Company’s warrants meet the US GAAP criteria for equity classification. During January and March 2020, 50,000 class H warrants expired. During January 2020, 38,095 class I warrants expired. During April 2020, 142,857 Class G warrants expired.year ended December 31, 2017.

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and ~~per~~liabilities for financial reporting purposes and the amounts used for income tax purposes.

D. Reconciliation of the theoretical tax expenses to the actual tax expenses:

A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense as reported in the statements of operations is as follows:

As of December 31, 2023, Viewbix Israel incurred operating losses of approximately $13,332 which may be carried forward and offset against taxable income in the future for an indefinite period.

As of December 31, 2023, the Company generated net operating losses in the U.S. of approximately $20,895. Net operating losses in the U.S. are available through 2035. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.

On September 19, 2022, as part of the Reorganization Transaction terms, the Company has provided several liens under Gix Media’s Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a guarantee to Bank Leumi of all of Gix Media’s obligations and ~~Contingencies~~undertakings to Bank Leumi unlimited in amount; (2) a subordination letter signed by the company to Leumi Bank; (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 restricted deposits in the amount of $114 are used as a security in respect of credit cards, bank guaranties, office lease agreement and hedge transactions on the USD exchange rate.

Cortex has a restricted deposit in the amount of $35 which is used as a security in respect of its leased offices.

During ~~August 2019, a lawsuit was filed against~~December 2022 the Company entered into an employment agreement, through Viewbix Israel with Mr. Amihay Hadad, the Company’s Chief Executive Officer.

In June 2023, Gix Media’s Chief Executive Officer, Mr. Itay Brookmayer, ceased to serve in this position and on July 1, 2023, Gix Media entered into an employment agreement with Mr. Shmuel Bendahan as the Chief Executive Officer of Gix Media (see note 13.D).

On June 13, 2022, the Company’s Board of Directors appointed Mr. Yoram Baumann as the Chairman of the Board of Directors of the Company and ~~its parent Company, Gix. The plaintiffs claim that they were entitled to receive shares of the Company~~ as a ~~part of the consideration in Gix’s acquisition~~director of the Company. ~~In management’s opinion,~~During December 2022 the ~~plaintiffs’ claims are based on incorrect assumptions that relate to~~Company entered into a management consulting agreement, through Viewbix Israel with Mr. Yoram Baumann in connection with his services as the ~~distribution of shares between the plaintiffs~~Company’s and ~~other former shareholders~~Gix Media’s Chairman of the ~~Company prior to Gix’s acquisition which would have resulted in the receipt~~Board of ~~shares in the acquisition transaction.~~ Directors.

During September 2020, a settlement was reached between the parties which was later approved by the court. The settlement outlines that in exchange for the voluntary waiver of claims made by the plaintiffs, Gix will issue 63,350 shares of its common stock held in trust in favor of securing the transaction by which Gix acquired shares of ViewBix Ltd. in November 2018. The remaining shares in the trust account will be used to indemnify Gix for any expenses related to the litigation. Since the consideration was paid in Gix’s shares, and as the claims relate to the distribution of shares between the plaintiffs and other former shareholders ofDecember 2022, the Company ~~the settlement did not impact on the Company’s financial statements.~~

~~In June 2017, a lawsuit was filed by a former CEO of the Company~~entered into management consulting agreements, through Viewbix Israel with the Tel Aviv District Court (the “Tel Aviv Court”) against the Company claiming certain damages in the total amount of $225, under the assertion of wrongful termination by the Company and Emerald Israel. The Company believes these claims to be unsubstantiated and wholly without merit and accordingly filed its response with the Tel Aviv Court in October of 2017. The dispute was initially heard by the Tel Aviv Court on February 13, 2020. In a supplemental hearing on February 11, 2021 the former CEO provided data regarding his claims and his summaries were filed on that day. The Company’s summaries will be filed within 30 days of receiving the former CEO summaries. Ascompany’s four non-executive directors effective as of December ~~31, 2020, the company’s management, in consultation with its legal advisors, believes that the former CEO’s claims will not be Successful.~~1, 2022.

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Shares of 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 share basis, (ii) in distribution of dividends and (iii) to equally participate, on share basis, in distribution of excess of assets and funds from the Company and will not confer other privileges.

On May 18, 2023, the Company’s Board of Directors (the “Board”) approved to issue and grant 111,111 shares of restricted Common Stock (“Equity Grant”) to one of the Company’s directors (the “Director”). The Equity Grant was granted for consulting services provided to the Company by the Director, specifically in connection with securing favorable terms for a bank financing. The Company recorded a share-based compensation expense of $34 in general and administrative expenses in connection to the Equity Grant.

The following table summarizes information of outstanding warrants as of December 31, 2023:

On August 31, 2022, the Company filed the Amended COI with the Secretary of State of Delaware to affect a 28 to 1 reverse stock split of the Company’s outstanding shares of Common Stock. Share and per share ~~data)~~data in these financial statements have been retrospectively adjusted for the year ended December 31, 2022, to reflect the reverse stock split.

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 ~~Company is subject~~2023 Plan permits the issuance of up to ~~income taxes under the Israeli and U.S. tax laws:~~

~~Tax rates applicable~~(i) 2,500,000 shares of Common Stock, plus (ii) an annual increase equal to the ~~income~~lesser of ~~the Company:~~

Viewbix Inc. is taxed according to U.S. tax laws. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018.

~~Viewbix Israel and Israeli subsidiaries are taxed according to Israeli tax laws. The Israeli corporate tax rate is 23% in the years 2020, 2019 and onwards.~~

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components(A) 5% of the Company’s ~~deferred tax assets~~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 2,500,000 shares of Common Stock may be issued upon the exercise of Incentive Stock Options. If any outstanding awards expire, are ~~as follows:~~

canceled or are forfeited, the underlying shares would be available for future grants under the 2023 Plan. As of ~~December 31, 2020,~~the date of approval of the financial statements, the Company ~~has provided valuation allowances~~had reserved 2,500,000 shares of ~~$7,076~~Common Stock for issuance 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 ~~respect~~compliance with Section 102 and Section 3(i) of ~~deferred~~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 ~~assets resulting from tax loss carryforward~~purposes, Section 422 and ~~other temporary differences. Management currently believes that because~~Section 409A of the ~~Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future.~~

As of December 31, 2020, Viewbix Israel incurred operating losses in Israel of approximately $13,804 which may be carried forward and offset against taxable income in the future for an indefinite period.

As of December 31, 2020 the Company generated net operating losses in the U.S. of approximately $18,452 Net operating losses in the U.S. are available through 2035. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of theUnited States Internal Revenue Code of ~~1986~~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 ~~similar state provisions.~~Gix Media (the “Recharge Agreements”). The ~~annual limitation~~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 ~~result~~be applicable in the ~~expiration~~future, or (b) the fair value of ~~net operating losses before utilization.~~the shares of Common Stock at the time of exercise of an option or at the time of vesting of an RSU, as applicable.

On July 20, 2023, the Company granted 51,020 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) 51,020 of Common Stock underlying the grant of RSUs (2) Vesting Commencement Date: July 1, 2023 (3) vesting schedule: 50% of the RSUs will vest immediately upon the Vesting Commencement Date (the “First Tranche”) and the remaining 50% of the RSUs will vest 12 months after the Vesting Commencement Date, 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”).

In July 2023, following the Grant and upon the vesting of the First Tranche, the Company issued 25,510 shares of Common Stock to the Grantee. The Company recorded a share-based compensation expense of $25 in general and administrative expenses with connection to the issuance of shares upon the vesting of the First Tranche.

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recognized stock-based compensation expenses in the statement of operations ~~before taxes on income, consists~~as follows:

On September 14, 2022, Gix Media declared a dividend to its shareholders prior to the consummation of the ~~following:~~

~~The COVID-19 pandemic,~~Reorganization Transaction in the amount of $1,000, of which ~~originated in China in late 2019, has since spread across~~an amount of $83 was paid as tax to the ~~globe and affected the economic condition~~Israeli Tax Authority. During 2022 Gix Media distributed an amount of most, if not all, countries, including the United States, Israel and many countries in Europe. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. While COVID-19 is still spreading and the final implications$787 out of the ~~pandemic are difficult~~remaining amount of $917, which an amount of $714 that was distributed to ~~estimate at this stage, it is clear that it has affected~~ the ~~lives~~Parent Company, was offset from the loan to Parent Company. The remaining amount of $130 was distributed by Gix Media in January 2023.

On December 25, 2022, Cortex declared a ~~large portion~~dividend in the total amount of $445 to the ~~global population. As~~non-controlling interests. The amount was distributed by Cortex to non-controlling interests in two payments of $219 and $226 in February and March 2023, respectively.

On June 29, 2023, Cortex declared and distributed a dividend in the total amount of $153 to the non-controlling interests.

For the years ended December 31, ~~2020,~~2023 and 2022, Cortex distributed dividends in the ~~pandemic has caused repeated states~~amount of ~~emergency to be declared in various countries, ongoing~~$598 and extended travel restrictions have been imposed for several months, strict quarantines rules have been established and maintained for an extended period of time in a plethora of jurisdictions and various institutions and companies have been closed and rendered bankrupt. The Company is actively monitoring the pandemic and is taking any necessary measures to respond$1,689 to the situation in cooperation with the various stakeholders. Due to the uncertainty surrounding the COVID-19 pandemic, the Company will continue to assess the situation, including government-imposed restrictions, market by market. It is not possible at this time to estimate the full impact that the COVID-19 pandemic could have on the Company’s business, the continued spread of COVID-19, and any additional measures taken by governments, health officials or by the Company in response to such spread, could have on the Company’s business, results of operations and financial condition. The COVID-19 pandemic and mitigation measures have also negatively impacted global economic conditions, which, in turn, could adversely affect the Company’s business, results of operations and financial condition. The extent to which the COVID-19 outbreak continues to impact the Company’s financial condition will depend on future developments that are highly uncertain and cannot be predicted, including new government actions or restrictions, new information that may emerge concerning the severity, longevity and impact of the COVID-19 pandemic on economic activity.non-controlling interests.

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 bears interest at a rate to be 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. The loan’s maturity date is December 31, 2024 (see note 18.A).

On November 20, 2022, the Company, Gix Media and the Parent Company agreed to restructure loan agreements between the parties such that the Company fully repaid the loan to the Parent Company by offsetting its amount of $2,558 from the loan owed by the Parent Company to Gix Media. As a result, as of December 31, 2023, and 2022, the Company had no further obligations under the loan agreement with the Parent Company.

For the years ended December 31, 2023, and 2022, Gix Media recognized interest income in the amount of $87 and $143, respectively.

The following table sets forth the customers that represent 10% or more of the Group’s total revenues in each of the periods presented below:

The Group operates in two different segments in such a way that each company in the Group operates as a separate business segment.

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.

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 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, financing expenses created for loans taken for the purpose of purchasing those companies and therefore these items are not allocated to the various segments.

Segments’ assets and liabilities are not reviewed by the Group’s chief operating decision maker and therefore were not reflected in the segment reporting.

The “adjustment” 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:

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2020, the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, due to the material weakness discussed below, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2020.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Management evaluated~~As of December 31, 2022, the ~~design and operating effectiveness of~~Company concluded that its internal ~~control~~controls over financial reporting ~~based on criteria established in~~ ~~Internal Control - Integrated Framework (2013)~~ issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”). Based on this evaluation, management concluded that our internal control over financial reporting as of December 31, 2019 was not effective due to the ~~material weakness described below.~~exclusion of Gix Media and Cortex from its assessment, as they constituted 99% of the assets of the Company. During the year ended December 31, 2023, the Company reviewed the existing internal controls and procedures of Gix Media and Cortex in order to identify existing control deficiencies and design new controls or adjust existing controls in order to improve the Company’s controls and procedures (the “Review”).

Following the ~~preparation~~Review, the Company, including its Chief Executive Officer and Chief Financial Officer, performed an evaluation of ~~our consolidated~~its internal control over financial ~~statements~~reporting as of and for the year ended December 31, ~~2020, we have identified a material weakness in our internal control over financial reporting. The material weakness was identified in~~2023, according to Rules 13a-15(e) or 15d-15(e) under the ~~period-end financial reporting process,~~Exchange Act, and ~~is associated with our history~~concluded based on that evaluation that as ~~a private company and a material weakness is a deficiency or combination~~ of ~~deficiencies in our~~December 31, 2023, its internal control over financial reporting ~~such that there~~ is ~~a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis.~~ effective.

This ~~deficiency could result in additional misstatements to our consolidated financial statements that would be material and would not be prevented or detected on a timely basis.~~

We are evaluating and implementing additional procedures in order to remediate this material weakness, however, we cannot assure you that these or other measures will fully remediate the material weakness in a timely manner.

~~This annual report~~ on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company, as a non-accelerated filer, to provide only management’s report in this annual report on Form 10-K.

~~Changes~~As disclosed above, during the year ended December 31, 2023, the Company reviewed the existing processes and controls of Gix Media and Cortex and designed new controls or adjusted the design of existing controls in ~~Internal Control Over Financial Reporting~~

~~There~~order to improve its processes and controls. Other than these new or adjusted controls, there were no changes into our internal ~~control~~controls over financial reporting ~~or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred~~ during the ~~fourth quarter~~year ended December 31, ~~2020~~2023 that have materially affected or are reasonably likely to materially affect our internal ~~control~~controls over financial reporting.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~Our directors were elected to serve until the next annual meeting of shareholders and until his respective successors will have been elected and will have qualified.~~ The following table sets forth the name, age and position held with respect to our present executive officers and directors:

Amihay Hadad has served as our ~~chief executive officer~~Chief Executive Officer since February 20, 2020, ~~chief financial officer since~~Chief Financial Officer from July 25, 2019 and until June 28, 2022, and was appointed as a member of our ~~board~~Board of ~~directors~~Directors on January 1, 2020. From 2011 until 2018, Mr. Hadad served as the ~~chief financial officer~~Chief Financial Officer of Yedioth Internet. As of January 30, 2020, Mr. Hadad serves as the ~~chief executive officer~~Chief Executive Officer of Gix ~~a controlling stockholder~~Internet and served as the Chief Financial Officer of ~~the Company, in addition to his existing role as Gix’s chief financial officer.~~Gix Internet until September 19, 2022. Mr. Hadad holds both a B.A. and an MBA from the College of Management Academic Studies in Rishon LeZion, Israel, and an M.A. in law from Bar-Ilan University, Israel. Mr. Hadad is also a certified public accountant in Israel.

Shahar Marom has served as our Chief Financial Officer since July 1, 2022. Mr. Shahar Marom previously served as the Director of Finance of Raft Technologies Ltd. from 2018 to 2022, and held several financial positions at Supercom Ltd. (Nasdaq: SPCB) from 2013 to 2017. Mr. Marom is a certified public accountant and holds a B.A. in economics and accounting from the Tel Aviv University, Israel.

Yoram Baumann has served as our Chairman of the Board of Directors since June 13, 2022. Mr. Baumann previously served as the Chairman of the Board of Directors of Gix Internet, our parent company, from January 2020 to June 2022, and currently serves as Chairman of the Board of Directors of Gix Media, which position he has held since May 2021. Additionally, Mr. Baumann is Chairman of the Publicis Group in Israel, which role he has held since June 2012. Mr. Baumann holds a B.A. in Advertising and Marketing from Watford College of Advertising, England.

Alon Dayan has served as a member of our ~~board~~Board of ~~directors~~Directors since March 14, 2018, and from January 24, 2018, until July 25, 2019, he served as our ~~chief executive officer.~~Chief Executive Officer. From July 2014 to the present, Mr. Dayan served as the ~~chief executive officer~~Chief Executive Officer and founder of L1 Systems Ltd., an Israeli based company engaged in the business of providing the public and private sectors with advanced security solutions. Since July 2013, Mr. Dayan has served as ~~chief executive officer~~Chief Executive Officer and was the founder of Polaris Star, an Israeli-based company which is engaged in providing advanced cyber security telecommunication for utilities world-wide. Mr. Dayan earned his ~~B.Tech.~~B.Tech degree in electronic engineering from Ariel University in Israel.

Eliyahu Yoresh has served as a member of our Board of Directors since September 19, 2022. Additionally, Mr. Yoresh has served as a member of the Board of Directors of Medigus Ltd. (Nasdaq: MDGS) since September 2018 and as Chairman of the board of Medigus since February 2020. Mr. Yoresh also serves as Chief Financial Officer of Foresight Autonomous Holdings Ltd. (Nasdaq, TASE: FRSX), and as Chairman of the Board of Directors of Gix Internet Ltd. (TASE: GIX) since September 2022 (prior to which he served as a director of since November 2020). In addition, Mr. Yoresh serves a director of Jeffs’ Brands Ltd (Nasdaq: JFBR) since September 2021, Fuel Doctor Inc (OTC: FDOC) since April 2023 and Rail Vision Ltd. (Nasdaq: RVSN) since August 2017, and as Chairman of the Board of Directors of Rail Vision Ltd. (Nasdaq: RVSN) since January 2024, and has previously served as a director of Nano Dimension Ltd. (Nasdaq: NNDM), Geffen Biomed Investments Ltd. and Greenstone Industries Ltd. Mr. Yoresh served as the Chief Executive Officer of Tomcar Global Holdings Ltd., a global manufacturer of off-road vehicles, from 2005 to 2008. Mr. Yoresh is an Israeli Certified Public Accountant. Yoresh acquired a B.A. in business administration from the Business College, Israel and an M.A. in Law Study from Bar-Ilan University, Israel.

Amitay Weiss has served as a member of our Board of Directors since September 19, 2022. Mr. Weiss serves as a Chief Executive Officer of Gix Internet since September 19, 2022, and serves as director in multiple other public companies, including but not limited to, Arazim Investments Ltd. (TASE: ARZM), and Upsellon Brands Holdings Ltd. (TASE: UPSL). Mr. Weiss also serves as Chairman of the Board of Directors of Save Foods, Inc. (Nasdaq: SVFD), Maris-Tech Ltd. (Nasdaq: MTEK), Automax Motors Ltd. (TASE: AMX), Clearmind Medicine Inc. (CNSX: CMND) and SciSparc Ltd. (Nasdaq: SPRC), amongst others. In April 2016, Mr. Weiss founded Amitay Weiss Management Ltd., an economic consulting company and now serves as its Chief Executive Officer. Mr. Weiss holds a B.A in economics from New England College, an M.B.A. in business administration from Ono Academic College in Israel, an Israeli branch of University of Manchester and an LL.B from the Ono Academic College.

Liron Carmel has served as a member of our Board of Directors since September 19, 2022. Additionally, Mr. Carmel serves as Chief Executive Officer of Medigus Ltd. (Nasdaq: MDGS), which role he has held since April 2019. Mr. Carmel has vast experience in business and leadership across multiple industries, including bio pharma, internet technology, oil & gas exploration & production, real estate and financial services. In addition, he serves as Chairman of the Israel Tennis Table Association. Mr. Carmel also currently serves as a member of the Board of Directors of several private and public companies, including Gix Internet (TASE: GIX), beginning June 2021, Polyrizon Ltd., beginning July 2020, Jeffs’ Brands Ltd. beginning January 2021 and as the Chairman of the Board of Directors of Eventer Technologies Ltd. beginning October 2020.

Our director, officers or affiliates have not, within the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any such person the subject or any order, judgment or decree involving the violation of any state or federal securities laws.

There are no family relationships between or among any of our directors or executive officers.

Section 16(a) of the Securities and Exchange Act of 1934 requires that directors and executive officers, and persons who own beneficially more than ten percent (10%) of the Registrant’s Common Stock, to file reports of ownership and changes of ownership with the ~~Securities and Exchange Commission.~~SEC. Copies of all filed reports are required to be furnished to the Registrant pursuant to Section 16(a). The Registrant’s officers and directors are current in their filings ~~are~~as required under Section 16(a)., other than with respect to the late filing of a Form 4 by Amitay Weiss, a director of the Registrant, which was filed with the SEC on June 13, 2023.

~~The Company does~~Our Board of Directors has determined that Yoram Baumann, Eliyahu Yoresh, Amitay Weiss, Liron Carmel and Alon Dayan do not ~~currently~~ have ~~any~~a relationship that would interfere with the exercise of independent ~~directors.~~judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the Nasdaq rules.

~~Our~~Under our Certificate of Incorporation and Bylaws, the number of directors ~~are elected~~on our Board of Directors is determined by our Board of Directors and is divided into three classes with staggered three-year terms. At each annual general meeting of our stockholders, the election or re-election of directors following the expiration of the term of office of the directors of that class of directors will be for a term of office that expires on the third annual general meeting following such election or re-election, such that each year the term of office of only one ~~year~~class of directors expires. Under our Certificate of Incorporation, unless otherwise prohibited under exchange rules, and ~~serve until such director’s successor~~for so long as our Common Stock is ~~duly elected~~not approved for listing on the Nasdaq, we are not required to hold annual stockholder meetings and ~~qualified. Each executive officer serves at~~may seek written consent in lieu of a meeting signed by the ~~pleasure~~stockholders. We currently do not hold annual stockholder meetings.

The members of our Board of Directors are divided to the ~~board.~~three staggered director classes, as follows:

50●	Class I consists of Liron Carmel and Amitay Weiss, each with a term expiring at the first annual meeting of our stockholders following the Company’s initial listing of its securities on a national exchange.

●	Class II consists of Eli Yoresh and Alon Dayan, each with a term expiring at the second annual meeting of our stockholders following the Company’s initial listing of its securities on a national exchange.

●	Class III consists of Yoram Baumann and Amihay Hadad, each with a term expiring at the third annual meeting of our stockholders following the Company’s initial listing of its securities on a national exchange.

The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of management or a change of control of our company.

Audit Committee and Financial Expert, Compensation Committee, Nominations Committee.

We do not have any of the above mentioned standing committees because our corporate financial affairs and corporate governance are simple in nature at this stage of development and each financial transaction is approved by our officers or ~~board~~Board of ~~directors.~~Directors.

Since we do not have an audit or compensation committee, ~~comprised of independent directors,~~ the functions that would have been performed by such committees are performed by our ~~board~~Board of ~~directors.~~Directors. Thus, there is a potential conflict of interest in that our directors have the authority to determine issues concerning management compensation, in essence their own, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

Our ~~board~~Board of ~~directors~~Directors assess on an ongoing basis the risks faced by the Company. These risks include financial, technological, competitive, and operational risks. In addition, since the Company does not have an audit committee, the ~~board~~Board of ~~directors~~Directors is also responsible for the assessment and oversight of the Company’s financial risk exposures.

We are not aware of any material legal proceedings that have occurred within the past ten years concerning any director or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.

The following table sets out the compensation paid for the fiscal years ended December 31, ~~2020, 2019~~2023 and ~~2018,~~2022 as applicable, to our principal executive officer, the ~~following Named Executive Officers:~~two other most highly paid executive officers and one additional individual for whom disclosure would have been provided pursuant to paragraph (m)(2)(ii) of Item 402 of Regulation S-K, but for the fact that the individual was not serving as an executive officer at the end of the fiscal year ended December 31, 2023:

~~Our~~The following table sets forth the compensation we paid our non-executive directors during the fiscal year ended December 31, 2023.

Effective as of October 1, 2022, our non-executive directors are ~~not~~each entitled to ~~receive~~a quarterly compensation ~~for service rendered to us or for meeting(s) attended except for reimbursement~~fee of out-of-pocket expenses. There is no formal or informal arrangements or agreements to compensate employee directors for service provided as a director; however, compensation for new non-employee directors is determined on an ad hoc basis by the existing members of the board of directors at the time a director is elected.NIS 10,000 (approximately $2,710).

Compensation Policies and Practices as They Relate to the Company’s Risk Management

We believe that our compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on us.

WeExcept for our Chief Executive Officer, Chief Financial Officer and Chairman of the Board, we do not have any formal employment or consulting agreement with any of our officers. Any future compensation will be determined by the Board of Directors, and, as appropriate, an employment agreement will be executed.

We ~~do not currently~~ have ~~plans to pay any~~entered into a management consulting agreement, through Viewbix Israel, with Mr. Yoram Baumann, which provides for the following compensation ~~until such time~~in connection with his services as the ~~Company maintains~~Company’s and Gix Media’s Chairman of the Board of Directors: (i) a ~~positive~~gross monthly consulting fee of NIS 50,000 (approximately $14,200), which as of December 1, 2022 was increased to 65,000 (approximately $18,500) and (ii) certain additional performance-based cash ~~flow.~~awards, including (a) the Company’s achievement of certain pre-determined financial targets (as evaluated pursuant to adjusted EBITDA metrics), (b) the completion of an equity or debt financing above $5 million and (c) the completion of certain merger/sale transactions (collectively the “Chair’s Bonus Payments”). The Chair’s Bonus Payments, in the aggregate, are limited to an annual amount equal to six (6) months’ consulting fees, all subject to Gix Internet’s compensation policy.

The foregoing description of Mr. Baumann’s consulting agreement is qualified in its entirety by reference to the full text of the employment agreement, a copy of which is filed as Exhibit 10.6 hereto.

We have entered into an employment agreement, through Viewbix Israel, with Mr. Amihay Hadad, our Chief Executive Officer, pursuant to which as of December 1, 2022, he is entitled to receive the following terms of compensation: (i) a gross monthly base salary of NIS 50,000 (approximately $14,200) and (ii) certain additional performance-based cash awards, including (a) the Company’s achievement of certain pre-determined financial targets (as evaluated pursuant to adjusted EBITDA metrics), (b) completion of certain merger and acquisition transactions, and (c) pursuant to the discretion of the Board of Directors following a review of Mr. Hadad’s performance upon the completion of the fiscal year (collectively the “Bonus Payments”). The Bonus Payments, in the aggregate, are limited to an amount equal to six (6) months’ base salary. In accordance with the terms of Mr. Hadad’s employment agreement, he will also receive additional benefits customary for a chief executive officer of his experience and for companies of similar stature and standing to that of the Company.

The foregoing description of Mr. Hadad’s employment agreement is qualified in its entirety by reference to the full text of the employment agreement, a copy of which is filed as Exhibit 10.5 hereto.

Gix Media previously entered into an employment agreement with, Mr. Itay Brookmayer, Gix Media’s former Chief Executive Officer, pursuant to which he was entitled to receive the following terms of compensation: (i) a monthly base salary of NIS 50,000 (approximately $14,200); (ii) an annual target bonus of up to six monthly salaries pursuant to certain pre-determined EBITDA metrics objectives as set forth in his employment agreement and (iii) additional benefits customary for an executive officer of his experience and for companies of similar stature and standing to that of Gix Media. Effective as of June 15, 2023, Mr. Brookmayer’s employment agreement with Gix Media was terminated.

Gix Media entered into an employment agreement with, Mr. Ofer Restatcher, Gix Media’s VP Research and Development, pursuant to which, effective as of January 1, 2022, he is entitled to receive a monthly base salary of NIS 48,000 (approximately $13,600). In accordance with the terms of Mr. Restatcher’s employment agreement, he will also receive additional benefits customary for an executive officer of his experience and for companies of similar stature and standing to that of Gix Media.

Cortex entered into an employment agreement with, Mr. Asael Sharabi, Cortex’s Chief Operations Officer, pursuant to which, effective as of January 1, 2023, he is entitled to receive a monthly base salary of NIS 35,983 (approximately $9,920). In accordance with the terms of Mr. Sharabi’s employment agreement, he will also receive additional benefits customary for an executive officer of his experience and for companies of similar stature and standing to that of Cortex. In addition, Cortex entered into a services agreement with Mr. Asael Sharabi, pursuant to which Mr. Sharabi provides additional operational and financial services for a monthly fee of NIS 17,500 plus VAT (approximately $4,825).

~~There were no equity awards outstanding as~~As of the end of the year ended December 31, ~~2020.~~2023, there were 51,020 RSUs outstanding under the 2023 Plan, all which were granted to Mr. Shmuel Bendahan, the Chief Executive Officer of Gix Media. The RSUs were granted on July 20, 2023, and began vesting on July 1, 2023. 25,510 (50%) shares of Common Stock underlying the RSUs vested immediately upon the vesting commencement date and the remaining 50% will vest on July 1, 2024, 12 months after the vesting commencement date, all in accordance with the terms and conditions of the 2023 Plan.

~~During~~Other than the foregoing grant to Mr. Bendahan, during the year ended December 31, ~~2020,~~2023, the ~~board~~Board of ~~directors~~Directors did not authorize the issuance of ~~stock options~~equity awards to executive officers and directors to purchase shares of Common Stock.

There were no stock options exercised during the year ending December 31, ~~2020~~2023, by our executive officers.

There were no awards made to ~~named executive officers~~Named Executive Officers in the last completed fiscal year under any LTIP.

No officer, director or security holder known to us to own of record or beneficially more than 5% of our common stock or any member of the immediate family or sharing the household (other than a tenant or employee) of any of the foregoing persons is indebted to us in the years ~~2020~~2023 and ~~2019.~~2022.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The table below provides information regarding the beneficial ownership of our Common Stock as of ~~December 31, 2020,~~March 20, 2024, of (i) each of our current directors, (ii) each of the Named Executive Officers, (iii) all of our current directors and officers as a group, and (iv) each person or entity known to us who owns more than 5% of our common stock.

The percentage of Common Stock beneficially owned is based on ~~34,753,669~~14,920,585 shares of Common Stock outstanding as of ~~December 31, 2020.~~March 20, 2024. The number and percentage of shares of Common Stock beneficially owned by a person or entity also include shares of Common Stock issuable upon exercise of warrants that are currently exercisable or will become exercisable within 60 days of ~~December 31, 2020.~~March 20, 2024. However, these shares are not deemed to be outstanding for the purpose of computing the percentage of shares beneficially owned of any other person or entity.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORS INDEPENDENCE

On ~~December 18,~~February 13, 2022, the Company and Gix Internet entered into a loan agreement, according to which, Gix Internet extended to the Company a Loan (the “First Loan Agreement”) and as of November 20, 2022, the outstanding amount due under the First Loan Agreement was approximately $2.5 million (the “First Loan Amount”).

On March 22, 2020, ~~L.I.A. Pure Capital Ltd. (“Pure Capital”),~~Gix Media and Gix Internet entered into a loan agreement, according to which Gix Media extended Gix Internet a loan (the “Second Loan Agreement” and together with ~~other Investors,~~the First Loan Agreement, the “Loan Agreements”) and as of November 20, 2022, the outstanding amount due under the Second Loan Agreement was approximately $7.1 million (the “Second Loan Amount”).

On November 20, 2022, the Company, Gix Media and Gix Internet agreed to restructure the Loan Agreements, such that the Company repaid the First Loan Amount to Gix Internet, by offsetting its amount from the Second Loan Amount owed by Gix Internet to Gix Media. As a result, the outstanding amount due under the Second Loan Agreement was reduced to approximately $4.6 million and as of the date of this Annual Report, the Company has no further obligations under the First Loan Agreement. As of December 31, 2023, the outstanding amount due under the Second Loan Amount was approximately $3.8 million.

Additionally, on November 20, 2022, the Second Loan Agreement was amended to reflect the conversion of the currency of the Second Loan Amount (including any interest accrued thereunder) from NIS to USD, effective as of July 1, 2022.

Amihay Hadad, the Company’s Chief Executive Officer and director, Shahar Marom, the Company’s Chief Financial Officer, Yoram Baumann, the Chairman of the Board of Directors, Eli Yoresh and Amitay Weiss, the Company’s directors, Ehud Weiss, the brother of Amitay Weiss and Medigus Ltd., the Company’s ultimate parent company, are Lenders under the 2023 Loan with Viewbix Israel, entered into on November 15, 2023. See “Item 1. Description of Business – 2023 Loan Agreement”, for further information.

Our Board of Directors has determined that Yoram Baumann, Eliyahu Yoresh, Amitay Weiss, Liron Carmel and Alon Dayan do not have a relationship that would interfere with the ~~Stock Subscription Agreement, pursuant~~exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent”. We are not currently subject to listing requirements of any national securities exchange, which ~~Pure Capital was issued 1,000,000 shares~~generally stipulates certain requirements that a majority of ~~Common Stock in exchange for an investment~~a company’s Board of ~~$10,000,~~Directors be classified as “independent”. As a result, we are not at this time required to have our Board of Directors comprised of a ~~purchase price~~majority of ~~US$0.01 per share. Additionally, Pure Capital, together with other Investors, entered into~~“independent directors”. Notwithstanding the ~~Loan Agreement, pursuant to which Pure Capital lent $23,000~~foregoing, we have voluntarily adopted the definition of “independent” as defined under Nasdaq Rule 5605(a)(2), and we repaid the interest on that amount in the form of an issuance of 184,000 shares of Common Stock to Pure Capital, at a price per share of $0.01. The shares of Common Stock were issued to the Investors pursuant to Regulation S of the Securities Act of 1933, as amended.believe Yoram Baumann, Eliyahu Yoresh, Amitay Weiss, Liron Carmel and Alon Dayan qualify accordingly.

The Registrant’s Board of Directors has appointed Brightman Almagor Zohar & Co. as independent public accountant for the fiscal years ended December 31, ~~2020. Halperin had served as the Company’s independent registered public accounting firm for the fiscal periods beginning July 6, 2018 through November 7, 2019.~~2023.

The following table presents the fees for professional audit services rendered by (a) Brightman Almagor Zohar & Co. for the audit of the Registrant’s annual financial statements for the ~~year~~years ended December 31, ~~2020; (b) professional audit services rendered by (i) Halperin Ilanit CPA~~2023, and ~~(ii) Brightman Almagor Zohar & Co. for the audit of the Registrant’s annual financial statements for the year ended~~ December 31, ~~2019; (c) fees billed for other services rendered by Brightman Almagor Zohar & Co. for the Registrant’s fiscal period beginning November 7, 2019~~2022, and ~~ending December 31, 2019; and (c)~~(b) the aggregate fees billed in each of the last two fiscal years as pertaining to, among others, tax compliance, tax advice and tax planning conferred to the Registrant.

	Year Ended		Year Ended
	December 31, 2023		December 31, 2022
Audit fees ⁽¹⁾		180,000		204,000
Tax -related fees ⁽²⁾		40,000		41,000

(a) The following documents are filed as exhibits to this report on Form 10-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this ~~16th~~25^th day of March ~~2021~~2024 by the following persons on behalf of the registrant and in the capacities indicated, including a majority of the directors.

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

~~14 Aryeh Shenkar~~11 Derech Menachem Begin Street ~~Herzliya,~~ , Ramat Gan, Israel		~~4672514~~5268104
(Address of Principal Executive Offices)		(ZIP Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
~~Common Stock, Par Value $0.0001~~N/A		~~VBIX~~N/A		~~OTCQB~~N/A

Item	Description	Page

	PART I

ITEM 1.	DESCRIPTION OF BUSINESS	43
ITEM 1A.	RISK FACTORS	624
ITEM 1B.	UNRESOLVED STAFF COMMENTS	1743
ITEM 2.1C.	~~PROPERTIES~~CYBERSECURITY	1743
ITEM 2.	PROPERTIES	44
ITEM 3.	LEGAL PROCEEDINGS	1745
ITEM 4.	MINE SAFETY DISCLOSURES	1845

	PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY	1945
ITEM 6.	~~SELECTED FINANCIAL DATA~~[RESERVED]	2049
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND PLAN OF OPERATION	2049
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	2554
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	25F-1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	4855
ITEM 9A.	CONTROLS AND PROCEDURES	4855
ITEM 9B.	OTHER INFORMATION	4956
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	56
~~PART III~~
	PART III

ITEM 10.	DIRECTORS EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	5056
ITEM 11.	EXECUTIVE COMPENSATION	5159
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED ~~SHAREHOLDER~~STOCKHOLDER MATTERS	5262
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	5363
ITEM 14.	PRINCIPAL ~~ACCOUNTING~~ACCOUNTANT FEES AND SERVICES	5364

	PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	5565

	Fiscal 2020				Fiscal 2019
	High		Low		High			Low
First Quarter ended March 31	$	0.05	$	0.02	$	0.05	¹	$	0.03	¹
Second Quarter ended June 30	$	0.03	$	0.01	$	1.12		$	0.05
Third Quarter ended September 30	$	0.03	$	0.01	$	0.86		$	0.12
Fourth Quarter ended December 31	$	0.02	$	0.01	$	0.12		$	0.03

Large accelerated filer	~~[ ]~~☐	Accelerated filer	~~[ ]~~☐	Non-Accelerated filer	~~[X]~~☒	Smaller reporting company	~~[X]~~☒
Emerging growth company	☐

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

●	Expansion of Product Range, Search Platform. In 2024 we intend to focus on the expansion of our product range by the development and distribution of new products in attractive yet related sectors. In addition to our digital content activities, we plan to concentrate on increasing the volume of content that the Company produces in different topics, which will enable a higher exposure of readers and will increase the time spent on our websites, and will also enable us to increase the number of impressions to ads on our websites. Due to our extensive technological platforms, customer base and existing partners, and our vast experience in creating unique and engaging content and launching products, we expect that we will be able to develop and commercialize new products. We plan to do this by recruiting additional human capital that will support the expansion of our product base and increase the amount of content that is produced. Additionally, we intend to focus on developing new products aimed at expanding the scope of user traffic referrals to Search Engines and website publishers, through our ad content.

●	Expansion of Product Range, Content Platform. We intend to focus on increasing the amount of content that we publish in order to increase the typical reader’s visit on our websites. Extended periods of time spent reading the articles on our websites will allow us to increase the number of ad impressions. We intend to increase the amount of digital content in Spanish and to begin posting on our websites content in other languages such as German and French. The addition of new languages is part of our strategy to enter into international markets outside the United States (“Go Global”). For this purpose, we plan to allocate resources for the production and development of high-quality content in additional languages, and to enter into agreements with advertisement specialists in select countries. In addition, we are expanding and intend to continue to expand, the use of AI technology to enable the translation of our digital content articles from English into multiple languages, streamline our article management to support our digital content departments, and enhance our ability to generate articles and creative media content.

●	Collaborations. We intend to continue to enter into distribution agreements and collaboration agreements with distributors and partners in connection with our Search Platform, in various regions and territories, in order to facilitate the development, sales, marketing and distribution of our systems.

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

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

●	Mobile devices applications (launcher). This product is used as an external envelope for the operating system and enables the display of a different appearance and other options that do not typically exist in the standard system. Unlike iPhones, Android-based devices can customize almost any feature on the device. However, not all user interfaces of the device manufacturers give the user the freedom to customize the device. For the purpose of solving this problem, we developed applications for these launchers, which allow the user to receive a customized interface.

●	Online campaign management. This system runs various platforms and includes modules for measurement of campaign performance, Business Intelligence (“BI”) tools, and general management of campaigns for different customers. The system enables optimization and automation of internet campaigns by data and recommendations provided by the BI system. These systems are based on predictive models that were developed by Gix Media.

●	Optimization systems. Gix Media developed systems which are used for the optimization of the appearance of the content displayed to users, including landing pages and the creation of landing pages. This system periodically analyzes and assesses the effectiveness of the content displayed to users. These systems extract and analyze data from our intelligence and fraud detection systems and automatically recommend the most effective and efficient content in real- time.

●	Fraud detection system. This system detects, through the use of an algorithm, fraud attempts to flood our systems with misinformation, including, for example, misinformation regarding the installation attempts of browser add-ons.

●	Proprietary BI system. This system was developed by Gix Media and includes three layers:

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

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

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

	●	Management and design of websites, including choosing the types of websites, defining texts, designing, and selecting images.

	●	Adoption of the website according to the functionality of each free software or browser add-on.

	●	A system for managing and defining various landing pages for different products. In this module, a wide selection of landing page types can be defined, along with defining texts, design, and selecting images. The system includes a collection of logical commands that allow for quick action.

	●	A landing page submission system which presents the landing page and the relevant companion information with the appropriate functionality for each free software or browser add-on.

	●	U.S. Patent No. 10,467,684: the granted patent relates to novel techniques implemented by Viewbix which enables businesses to configure their video players to incorporate interactivity functions, such as call-to-actions, into their video publishing and delivery workflows;
	●	U.S. Patent No. 8,706,562: the granted patent relates to video e-commerce networking, modules and methods used to configure a video or playlist that is delivered to viewers where the content displayed in the video player is dynamic and can be automatically customized based on the publisher site;
	●	U.S. Patent No. 8,706,558: the granted patent relates video e-commerce networking, modules and methods to display a video or playlist that is delivered to a viewer where the content displayed in the video player is dynamic and automatically customized based on the publisher site; and
	●	U.S. Patent No. 9,792,645: the granted patent provides a unique method to facilitate video interactions between a publisher and end users, and measures the data produced through that interaction.

●	●	We initiated certain cost-reduction measures during the previous fiscal year, which could have long-term adverse effects on our business and we may not realize the operational or financial benefits from such actions;

	●	~~The COVID-19 pandemic has adversely affected, and will may continue to adversely affect, our business, financial condition, liquidity and results of operations;~~

	●	Our success depends, in part, upon the continued demand of ~~video~~digital advertising as an integral part of corporate marketing and internal communications plans and the continued growth and acceptance of ~~videos~~digital advertising as effective alternatives to traditional ~~online and~~ offline marketing products and services;

●	●Online platform updates, including operating systems, search engines, browsers and social media might affect our ability to generate revenues, temporarily or permanently;
	~~Due~~
●	Should the providers of internet browsers, advertisement platforms and Search Engines further regulate, constrain or limit our ability to offer digital advertising platforms, or materially change their guidelines, technology or the way they operate, our ~~evolving business model~~ability to generate revenue from advertising could be significantly reduced;

●	Large and ~~rapid changes~~established internet and technology companies, such as Google, Facebook and Amazon, play a substantial role in the ~~Internet and the nature of services, it is difficult to accurately predict our future performance~~digital advertising market and may ~~be difficult~~significantly harm our ability to ~~increase~~operate in this industry;

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

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

●	Reliance upon our top customers may adversely affect our revenue ~~or profitability;~~and operating results;

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

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

●	We may not be able to generate enough cash flow to meet our debt obligations or fund our other liquidity needs;

●	Our ~~customers may reduce or terminate their business relationship with us at any time. If customers representing a significant portion~~success is dependent on the preferences of consumers, internet users and advertisers;

●	A loss of the services of our ~~revenue reduce or terminate their relationship with us, it~~technology vendors could ~~have a material adverse effect on~~adversely affect execution of our business strategy;

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

●	The outbreak of a global pandemic may adversely affect our business, financial condition, liquidity and results of ~~operations and financial condition;~~operations.

●
	●	~~Because we have sustained significant turnover to key management positions, we may not have the leadership and personnel with expertise to guide us to profitable operations;~~

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

●	●	The ~~advertising/marketing industry~~digital advertising market is highly competitive. If we cannot compete effectively in this market, our revenues are likely to decline; and

●	Our implementation and use of artificial intelligence technologies may not be successful, which may impair our ability to compete effectively, result in reputational harm and have an adverse effect on our business.

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

●	●	We may in the future be, subject to claims of intellectual property infringement that could adversely affect our business; and

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

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

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

●	Shares of Common Stock issuable upon the conversion of warrants may substantially increase the number of shares of Common Stock available for sale in the public market and depress the price of our Common Stock;

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

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

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

●	●	Our Common Stock is subject to the “Penny Stock” rules of the SEC and the trading market in our stock is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment;

●	●	~~Since our~~Our Common Stock is quoted on the OTC Markets, Pink Tier and is thinly traded, and as a result the sale of your holding may take a considerable amount of time;

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

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

●	●Our share price has fluctuated significantly and could continue to fluctuate significantly;

●	If we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected;

●	●	We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline;

●	●	~~Our annual and quarterly results may fluctuate, which may cause substantial fluctuations in our Common Stock price;~~

●	Political, economic and military instability in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and elsewhere in the region surrounding Israeli’s borders and Israel’s war against them, may impede our ability to operate and harm our financial results; ~~and~~

●	●	Exchange rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our ~~earnings.~~earnings; and

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

●	That a broker or dealer approve a person’s account for transactions in penny stocks; and

●	The broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

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

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

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

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

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

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

●	changes in our senior management;

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

●	mergers and acquisitions by us or our competitors;

●	technological innovations;

●	the introduction of new products; and

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

●	risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;
●	routine conduct of penetration tests on our computer systems to evaluate the security of the systems and identify weaknesses or vulnerabilities;
●	employee training programs regarding cybersecurity risks and protocols;
●	the usage of secure software or platforms designed to protect our IT systems against cybersecurity risks, such as two-factor authentication systems, anti-virus and ransomware programs or the usage of secure cloud platforms for computing our IT systems;
●	a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;
●	the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; and
●	a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.

	Warrants		Warrant Term	Exercise Price		Exercisable		Warrants		Warrant Term	Exercise Price		Exercisable

Class J Warrants		3,649,318	July 2029	$	0.48		3,649,318		130,333	July 2029	$	13.44		130,333
Class K Warrants		3,649,318	July 2029	$	0.80		3,649,318		130,333	July 2029	$	22.40		130,333
2023 Warrants									480,000	December 2025	$	0.50		480,000

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance
Plan Category
Equity compensation plans approved by security holders (2017 Plan)		-		-		133,333
Equity compensation plans approved by security holders (2023 Plan)		51,020				3,246,000

	Page


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

Consolidated Balance Sheets	F-4

Consolidated Statements of Operations	F-6

Consolidated Statements of Changes in Shareholders’ Equity	F-7

Consolidated Statements of Cash Flows	F-8

Notes to the Consolidated Financial Statements	F-10

	●	We evaluated the reasonableness of management’s forecasts of future cash flows, including underlying revenues growth rates, by comparing the forecasts to historical results and by evaluating revenue trends and material events that occurred during and after the reporting period and their potential influence on management’s forecasts, as well as by testing the other underlying source information for accuracy and completeness.

	●	With the assistance of our fair value specialists, we evaluated the valuation methodologies and the reasonableness of the discount rate, including testing the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate selected by management.

			As of December 31,			As of December 31
	Note		2020			2019
ASSETS

CURRENT ASSETS
Cash and cash equivalents			$	148		$	87
Restricted cash				-			2
Trade receivables				15			-
Other accounts receivable		3		20			119
Prepaid expenses				42			17

Total current assets			$	225		$	225

NON CURRENT ASSETS
Property and equipment, net		4	$	-		$	5

Total assets			$	225		$	230
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Trade payables			$	22		$	66
Other accounts payable and accrued liabilities		5		177			246
Payable to parent company		6		2,054			1,611
Short term loan		7		50			-

Total current liabilities			$	2,303		$	1,923

Commitments and contingencies		9

STOCKHOLDERS’ DEFICIT		8

Share Capital
Common stock, $0.0001 par value; 490,000,000 shares authorized; 34,753,669 shares issued and outstanding at December 31, 2020 and 31,201,669 at December 31, 2019				3			3
Additional paid-in capital		7		13,073			13,015
Accumulated deficit				(15,154	)		(14,711	)

Total stockholders’ deficit			$	(2,078	)	$	(1,693	)

Total liabilities, temporary equity and stockholders’ deficit			$	225		$	230

			As of December 31		As of December 31
	Note		2023		2022

ASSETS

CURRENT ASSETS

Cash and cash equivalents				1,774		4,196
Restricted deposits		12A		149		185
Accounts receivable				11,359		20,945
Loan to parent company		15		3,752		3,542
Other current assets		3		771		973

Total current assets				17,805		29,841

NON-CURRENT ASSETS

Severance pay funds				-		52
Deferred taxes		11		147		340
Property and equipment, net		4		245		302
Operating lease right-of-use asset		5		397		486
Intangible assets, net		6		12,434		15,313
Goodwill		6		12,254		17,361

Total non-current assets				25,477		33,854

Total assets				43,282		63,695

			Year ended			Year ended
			December 31,			December 31,
	Note		2020			2019

Revenues		10		96			208
Cost of revenues				5			2
Gross profit				91			206
Expenses:
Research and development		11		108			233
Sales and marketing		12		8			257
General and administrative		13		437			720
Gain from sale of a subsidiary				(8	)		-
Total operating expenses				545			1,210
Loss from operations				(454	)		(1,004	)
Finance income		14		(20	)		(12	)
Finance expense		14		7			110
Loss Before taxes on income				(441	)		(1,102	)
Taxes on income		15		2			15
Net Loss				(443	)		(1,117	)
Basic and diluted net loss per share:				(0.014	)		(0.08	)
Weighted average shares outstanding - basic and diluted		16		31,201,669			13,746,064

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

Balance as of January 1, 2023		14,783,964		3			25,350		(3,338	)		22,015			7,884			29,899
Net loss		-		-			-		(7,323	)		(7,323	)		(1,364	)		(8,687	)
Share-based compensation (see note 13.A and 13.D)		136,621		-(*	)		71		-			71			64			135
Transaction with non-controlling interests (see note 7.A)		-		-			-		-			-			(2,625	)		(2,265	)
Dividend declared to non-controlling interests (see note 13.E)															(153	)		(153	)
Issuance of warrants in connection with loan agreement (see note 10.D)		-		-			55		-			55			-			55

Balance as of December 31, 2023		14,920,585		3			25,476		(10,661	)		14,818			3,806			18,624