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Viewbix (VBIXD)

Document and Entity Information

Document and Entity Information6 Months Ended
Jun. 30, 2020shares
Cover [Abstract]
Entity Registrant NameViewbix Inc.
Entity Central Index Key0000797542
Document Type10-Q
Document Period End DateJun. 30,
2020
Amendment Flagfalse
Current Fiscal Year End Date--12-31
Entity Current Reporting statusYes
Entity Interactive Data CurrentYes
Entity Filer CategoryNon-accelerated Filer
Entity Small Businesstrue
Entity Emerging Growth Companyfalse
Entity Shell Companyfalse
Entity Common Stock, Shares Outstanding31,201,669
Document Fiscal Period FocusQ2
Document Fiscal Year Focus2020

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in ThousandsJun. 30, 2020Dec. 31, 2019
CURRENT ASSETS
Cash and cash equivalents $ 79 $ 87
Restricted cash 2
Prepaid expenses4 17
Other accounts receivables14 119
Total current assets97 225
NON CURRENT ASSETS
Property and equipment, net 5
Total non-current assets 5
Total assets97 230
CURRENT LIABILITIES
Trade payables 66
Payable to parent company1,853 1,611
Other accounts payables and accrued liabilities204 246
Total current liabilities2,057 1,923
Commitments and contingencies
Share Capital
Ordinary shares of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 31,201,669 shares as of December 31, 2019; and June 30, 20203 3
Additional paid-in capital13,015 13,015
Accumulated deficit(14,978)(14,711)
Total stockholders' deficit(1,960)(1,693)
Total liabilities and stockholders' deficit $ 97 $ 230

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / sharesJun. 30, 2020Dec. 31, 2019
Statement of Financial Position [Abstract]
Ordinary shares, par value $ 0.0001 $ 0.0001
Ordinary shares, shares authorized490,000,000 490,000,000
Ordinary shares, shares issued31,201,669 31,201,669
Ordinary shares, shares outstanding31,201,669 31,201,669

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands3 Months Ended6 Months Ended
Jun. 30, 2020Jun. 30, 2019Jun. 30, 2020Jun. 30, 2019
Income Statement [Abstract]
Revenues $ 33 $ 42 $ 70 $ 76
Cost of revenues 5 4 3
Gross profit33 37 66 73
Operating expenses:
Research and development 53 59 88
Selling and marketing 58 7 142
General and administrative94 110 269 232
Gain from sale of a subsidiary (8)
Operating loss61 184 261 389
Financial expenses (income), net32 15 4 39
Loss before tax93 199 265 428
Taxes on income 4 2 23
Net loss $ 93 $ 203 $ 267 $ 451
Loss per share - basic and diluted $ 0.003 $ 0.97 $ 0.009 $ 2.14
Weighted average number of ordinary shares outstanding used in the computations of loss per share[1]31,201,669 273,049 31,201,669 273,049
[1]The number of shares prior to the reverse recapitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. Refer to Note 1 for further information.

Consolidated Statements of Chan

Consolidated Statements of Changes in Temporary Equity and Stockholders' Deficit (Unaudited) - USD ($) $ in ThousandsPreferred Stock A-1 [Member]Preferred Stock A-2 [Member]Preferred Stock B [Member]Prefered Stock C [Member]Preferred Stock C-1 [Member]Preferred Stock C-2 [Member]Total Temporary Equity [Member]Ordinary Shares [Member]Additional Paid-in Capital [Member]Accumulated Stockholders' Deficit [Member]Total
Balance at Dec. 31, 2018 [1] $ 10 $ 9 $ 15 $ 11 $ 1 $ 46 $ 1 $ 12,872 $ (13,594) $ (721)
Balance, shares at Dec. 31, 2018199,870 4,881,654 4,556,094 7,222,305 2,755,706 392,407 279,049
Net loss for the period (249)(249)
Balance at Mar. 31, 2019 [1] $ 10 $ 9 $ 15 $ 11 $ 1 46 $ 1 12,872 (13,843)(970)
Balance, shares at Mar. 31, 2019199,870 4,881,654 4,556,094 7,222,305 2,755,706 392,407 279,049
Balance at Dec. 31, 2018 [1] $ 10 $ 9 $ 15 $ 11 $ 1 46 $ 1 12,872 (13,594)(721)
Balance, shares at Dec. 31, 2018199,870 4,881,654 4,556,094 7,222,305 2,755,706 392,407 279,049
Net loss for the period451
Balance at Jun. 30, 2019 [1] $ 10 $ 9 $ 15 $ 11 $ 1 46 $ 1 12,872 (14,046)(1,173)
Balance, shares at Jun. 30, 2019199,870 4,881,654 4,556,094 7,222,305 2,755,706 392,407 279,049
Balance at Mar. 31, 2019 [1] $ 10 $ 9 $ 15 $ 11 $ 1 46 $ 1 12,872 (13,843)(970)
Balance, shares at Mar. 31, 2019199,870 4,881,654 4,556,094 7,222,305 2,755,706 392,407 279,049
Net loss for the period(203)203
Balance at Jun. 30, 2019 [1] $ 10 $ 9 $ 15 $ 11 $ 1 46 $ 1 12,872 (14,046)(1,173)
Balance, shares at Jun. 30, 2019199,870 4,881,654 4,556,094 7,222,305 2,755,706 392,407 279,049
Balance at Dec. 31, 2019 $ 3 13,015 (14,711)(1,693)
Balance, shares at Dec. 31, 2019 31,201,669
Net loss for the period (267)267
Balance at Jun. 30, 2020 $ 3 $ 13,015 $ (14,978) $ (1,960)
Balance, shares at Jun. 30, 2020 31,201,669
Balance at Mar. 31, 2020 $ 3 $ 13,015 $ (14,885) $ (1,867)
Balance, shares at Mar. 31, 2020 31,201,669
Net loss for the period(93)93
Balance at Jun. 30, 2020 $ 3 $ 13,015 $ (14,978) $ (1,960)
Balance, shares at Jun. 30, 2020 31,201,669
[1]Representing an amount less than $ 1.

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands3 Months Ended6 Months Ended
Jun. 30, 2020Jun. 30, 2019Mar. 31, 2019Jun. 30, 2020Jun. 30, 2019Feb. 12, 2020
Cash flows from operating activities
Net loss for the period $ 93 $ 203 $ (249) $ 267 $ 451
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation [1]5 1
Gain from sale of a subsidiary (8)
Changes in assets and liabilities:
Decrease in prepaid expenses8 2 14 15
Decrease in other receivables24 56 106 39
Increase (decrease) in trade payables(4)13 (76)30
Increase (decrease) in other accounts payables(24)12 (39)64
Increase in payable to parent company58 139 244 285
Net cash provided by (used in) operating activities(31)19 (21)(17)
Cash flows from investing activities
Cash received from sale of a subsidiary 13
Net cash provided by Investing activities 13
Increase (decrease) in cash and cash equivalents and restricted cash(31)19 (8)(17)
Cash and cash equivalents and restricted cash at the beginning of the year110 17 53 87 53
Cash and cash equivalents and restricted cash at the end of the year $ 79 $ 36 $ 17 $ 79 $ 36
Supplemental Cash Flow Information:
Current assets excluding cash and cash equivalents $ 6
Current liabilities(1)
Gain from sale of a subsidiary8
Cash received from the sale of a subsidiary $ 13
[1]Representing an amount less than $ 1.

General

General6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]
GeneralNOTE 1
- GENERAL
A. Organizational Background
Viewbix Inc. (formerly known as Virtual Crypto Technologies, Inc.) (the “Company””) was incorporated in the State of Ohio in 1989 under a predecessor name, Zaxis International, Inc. (“Zaxis”). On August 25, 1995, Zaxis merged with a subsidiary of The 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 (“Emerald Israel”).
B. Emerald Medical Applications Ltd.
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, 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.
C. Virtual Crypto Technologies Ltd.
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, allowing and supporting purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices.
VCT Israel ceased its business operation During the beginning of Q1 2020. On January 27, 2020, VCT Israel was sold to a third party for NIS 50 ($14). The effective closing date of the transaction was February 12, 2020. The gain from the sale of the company was $ 8.
D. Transaction with Gix Internet Ltd. (formerly known as Algomizer Ltd.), or Gix (the “Recapitalization Transaction”)
On June 6, 2020, Algomizer changed its name to Gix Internet Ltd., or Gix
On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Gix Internet Ltd . (TASE:ALMO), a company organized under the laws of the State of Israel (“Gix”), pursuant to which on July 25, 2019 (the “Closing Date”), Gix assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd. (“Viewbix Israel”) to the Company in exchange for shares of restricted common stock of the Company, representing 65% of the issued and outstanding share capital of the Company on a fully diluted basis as of the Closing Date following the conversion of certain convertible notes of the Company and excluding certain warrants to purchase shares of the Common Stock expiring in 2020 and additional warrants as further described below (the “Fully Diluted Share Capital”). In addition, 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, the Company will issue to Gix an additional 1,642,193 shares of restricted common stock of the Company representing 5% of the Fully Diluted Share Capital immediately following the Closing Date.
D. Transaction with Gix Internet Ltd . (the “Recapitalization Transaction”): (Cont.)
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 consideration for its 99.83% holdings in Viewbix Israel, and (ii) 3,434,889 shares of its common stock to holders of convertible notes, which were issued by the Company prior to the Reverse Recapitalization, and which were converted upon the Closing Date. 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.
As a result of the Recapitalization Transaction, Viewbix Israel became a subsidiary of the Company. 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 prior to the reverse recapitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.
The Company and its subsidiaries are collectively referred to as the “Company”. Viewbix Israel was incorporated on February 2006 in Israel. The Company has developed an 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, 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 January 1, 2020, the Company announced certain cost reduction measures due the Company not achieving certain revenues goals.
E. Going Concern
The Company has incurred $267 in net loss for the period ended June 30, 2020, has $1,960 stockholders’ deficit as of June 30, 2020 and $1,693 in total stockholders’ deficit as of December 31, 2019 .Management expects the Company to continue 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.
Such conditions raise substantial doubts about the Company’s 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. These 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 be required should the Company be unable to continue as a going concern.

Significant Accounting Policies

Significant Accounting Policies6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]
Significant Accounting PoliciesNOTE 2
- SIGNIFICANT ACCOUNTING POLICIES
A. Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with accounting principles generally accepted in the United States of America(“GAAP”).
All intercompany accounts and transactions have been eliminated in consolidation.
B. Unaudited Interim Financial Information
The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2019 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 20, 2020 (the “2019 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period.
The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented .The results for the three and six months ended June 30, 2020 are not necessarily indicative of the results for the year ending December 31, 2020, or for any future period.
As of June 30, 2020, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2019 Annual Report.
C.
Recently Adopted Accounting Pronouncement In June 2016, the FASB issued ASU 2016-13 “Financial
Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases
that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology
with a methodology that reflects expected credit losses. The Company adopted this ASU on January 1, 2020. There was not material
impact on the interim consolidated financial statements. In August 2018, the FASB issued ASU 2018-13,
“Changes to Disclosure Requirements for Fair Value Measurements,” which will improve the effectiveness of disclosure
requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure
requirements and is effective for the Company beginning on January 1, 2020. This standard did not have a material effect on the
Company’s interim consolidated financial statements.

Other Accounts Receivables

Other Accounts Receivables6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]
Other Accounts ReceivablesNOTE 3
- OTHER ACCOUNTS RECEIVABLES Composition:
As of June 30 As of
2 0 2 0 2 0 1 9
Other - 1
Government authorities 14 118
14 119

Property and Equipment

Property and Equipment6 Months Ended
Jun. 30, 2020
Property, Plant and Equipment [Abstract]
Property and EquipmentNOTE 4
- PROPERTY AND EQUIPMENT Composition:
As of June 30 As of
2 0 2 0 2 0 1 9
Cost:
Computers and related equipment 34 34
Office furniture and equipment 9 9
43 43
Accumulated depreciation 43 38
Net book value - 5

Other Accounts Payables

Other Accounts Payables6 Months Ended
Jun. 30, 2020
Payables and Accruals [Abstract]
Other Accounts PayablesNOTE 5
- OTHER ACCOUNTS PAYABLES Composition:
As of June 30 As of
2 0 2 0 2 0 1 9
Other payables and deferred revenues 63 91
Accrued liabilities 141 149
Other - 6
204 246

Stockholders Deficit

Stockholders Deficit6 Months Ended
Jun. 30, 2020
Equity [Abstract]
Stockholders DeficitNOTE 6
- STOCKHOLDERS DEFICT
A. Composition:
As of June 30 As of December 31
2 0 2 0 2 0 1 9
Authorized Issued and outstanding Authorized Issued and outstanding
Unaudited
Number of shares
Ordinary shares 490,000,000 31,201,669 490,000,000 31,201,669
B. Ordinary Shares: Ordinary shares confer the right
to participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, in distribution
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.
C. Preferred shares (relating to Viewbix Ltd prior to the Recapitalization Transaction): 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) of the issued and outstanding Preferred C/C-1 shares, (ii)
a majority of 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) in the event of an IPO. The conversion price for any class
or series of preferred would have been subject to adjustment, 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 in accordance with the Company’s Articles of Association (“AOA”).
These rights may be changed if a meeting of the Company’s stockholders gather up and decides on a change of regulations in
this context. The preference mechanism for liquidation
and the distribution of dividends gave priority to the most recent preferred stockholders. The preferred shares were convertible
into 16,199,520 ordinary shares of the Company.
D. Redemption: 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, 209 the preferred
shares were no longer outstanding
E. Share Exchange: As detailed in Note 1, as part
of the Recapitalization Transaction in July 2019, the Company issued 20,281,085 shares of common stock to Gix in exchange for its
99.83% holdings in Viewbix Israel. The number of shares prior to the reverse capitalization have been retroactively adjusted based
on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. As Part of the transaction
all preferred shares were converted into ordinary shares
E. Warrants: The following table summarizes
information of outstanding warrants as of June 30, 2020:
Warrants Warrant Term Exercise Price Exercisable
Class J Warrants 3,649,318 July 2029 0.48 3,649,318
Class K Warrants 3,649,318 July 2029 0.80 3,649,318 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) 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.

Commitments and Contingencies

Commitments and Contingencies6 Months Ended
Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and ContingenciesNOTE 7
- COMMITMENTS AND CONTINGENCIES During August 2019, a law suit was
filed against the Company and, the parent company Gix. claiming that the applicants were entitled to receive shares of the Company
as part of the consideration in the Company’s acquisition by Gix. In the opinion of the Company’s management, the applicants’
claims are based on incorrect assumptions and deals with the distribution of the internal shares between the applicants and the
other former shareholders of the Company before the acquisition transaction, resulting in a consideration coming to the applicants
following the acquisition transaction. As of the date of signing the financial statements the parties are engaged in an advanced
settlement negotiations. The understanding of the Company
and its legal advisers and based on the settlement negotiations is that the claim may not create financial exposure to the Company. In April 2017, a lawsuit was filed
by a former CEO of the Company with the Tel Aviv District Court (the “Tel Aviv Court”) against the Company claiming
certain damages in the total amount of $100, 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 and a supplemental hearing
has been set for March 19, which has subsequently been postponed to September 29, 2020. As of June 30, 2020, the company’s
management, in consultation with its legal advisors, believes that their claim will be successful and should the plaintiff be
successful, they will be awarded an insignificant amount and therefore no amount has been provided for in these financial statements.

Financial Expenses (Income), Ne

Financial Expenses (Income), Net6 Months Ended
Jun. 30, 2020
Financial Expenses Income Net
Financial Expenses (Income), Net NOTE 8
- FINANCIAL EXPENSES (INCOME), NET Composition:
For the three months ended June 30
2 0 2 0 2 0 1 9
Unaudited
Bank fees 2 2
Exchange rate differences 44 13
Other (14 ) -
32 15
For the six months ended June 30
2 0 2 0 2 0 1 9
Unaudited
Bank fees 4 4
Exchange rate differences (4 ) 38
Other 4 (3 )
4 39

Taxes on Income

Taxes on Income6 Months Ended
Jun. 30, 2020
Income Tax Disclosure [Abstract]
Taxes on IncomeNOTE 9
- TAXES ON INCOME
A. Tax rates applicable to the income of the Company: Viewbix Israel are taxed according
to Israeli tax laws. The Israeli corporate tax rate is 23% in the years 2019 and onwards. 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.
B. Deferred income taxes: 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 of the Company’s deferred tax assets are as follows:
As of June 30 As of
2 0 2 0 2 0 1 9
Deferred R&D expenses 59 239
Operating loss carryforward 31,720 32,443
31,779 32,682
Net deferred tax asset before valuation allowance 6,951 7,149
Valuation allowance (6,951 ) (7,149 )
Net deferred tax asset - -
B. Deferred income taxes (Cont.): As of June 30, 2020, the Company
has provided valuation allowances of $6,951 in respect of deferred tax assets resulting from tax loss carryforward and other temporary
differences. Management currently believes that because 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.
C. Available carryforward tax losses: As of June 30, 2020 Viewbix Israel
incurred operating losses in Israel of approximately $13,330 which may be carried forward and offset against taxable income in
the future for an indefinite period. As of June 30, 2020 the Company
generated net operating losses in the U.S. of approximately $18,390 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.
D. Loss (income) from continuing operations, before taxes on income, consists of the following:
For the six months ended June 30 For the three months ended June 30
2 0 2 0 2 0 1 9 2 0 2 0 2 0 1 9
USA 10 49 5 7
Israel 255 379 88 192
265 428 93 199

Loss Per Share-Basic and Dilute

Loss Per Share-Basic and Diluted6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]
Loss Per Share-Basic and DilutedNOTE 10:
LOSS PER SHARE-BASIC AND DILUTED Composition:
For the six months ended June 30
For the three months ended June 30
2 0 2 0 2 0 1 9 2 0 2 0 2 0 1 9
Basic and diluted:
Net loss attributable to ordinary stockholders 267 451 93 203
Weighted-average ordinary shares 31,201,669 273,049 31,201,669 273,049
Loss per share-basic and diluted 0.009 2.14 0.003 0.97

Transaction and Balances with P

Transaction and Balances with Parent Company6 Months Ended
Jun. 30, 2020
Transaction And Balances With Parent Company
Transaction and Balances with Parent CompanyNOTE 11
- TRANSACTION AND BALANCES WITH PARENT COMPANY Balances:
As of June 30 As of
2 0 2 0 2 0 1 9
Payable to parent company 1,853 1,611 As part of the agreement with Gix,
the parties agreed to have the Company’s operations outsourced to Gix from the agreement date and until the acquisition is
consummated. The following term were included in the agreement pursuant to the above:
(a) From May 2018 all of the Company’s employees will become employees of Gix.
(b) Between the periods of May 2018 to October 2018, Gix will pay the full expenses of the employees (see A above) as well as other related expenses.
(c) From the Closing Date, the employees transferred from the Company to Gix will dedicate half of their time to the Company’s operations and correspondingly 50% of the costs to be incurred by Gix in respect of these employees are to be charged to the Company. No amounts were paid by the Company
to Gix during 2020 and 2019 in respect of the above, which resulted in a parent company payable of $1,611 as of December 31, 2019
and $1,853, as of June 30, 2020.

COVID-19 Pandemic Implications

COVID-19 Pandemic Implications6 Months Ended
Jun. 30, 2020
Covid-19 Pandemic Implications
COVID-19 Pandemic ImplicationsNOTE 11
- COVID-19 PANDEMIC IMPLICATIONS The COVID-19 pandemic originated
in Wuhan, China, in late 2019 and quickly thereafter spread to multiple 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 of the pandemic are difficult to estimate at this stage, it is clear that it has affected
the lives of a large portion of the global population. At this time, the pandemic has caused states of emergency to be declared
in various countries, travel restrictions imposed globally, quarantines established in certain jurisdictions and various institutions
and companies being closed. The company is actively monitoring the pandemic and taking any necessary measures to respond 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 our 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 adversely affect 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.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation and Principles of ConsolidationBasis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
All intercompany accounts and transactions have been eliminated in consolidation.
Unaudited Interim Financial InformationUnaudited Interim Financial Information
The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2019 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 20, 2020 (the “2019 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period.
The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented .The results for the three and six months ended June 30, 2020 are not necessarily indicative of the results for the year ending December 31, 2020, or for any future period.
As of June 30, 2020, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2019 Annual Report.
Recently Adopted Accounting PronouncementRecently Adopted Accounting Pronouncement In June 2016, the FASB issued ASU 2016-13 “Financial
Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases
that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology
with a methodology that reflects expected credit losses. The Company adopted this ASU on January 1, 2020. There was not material
impact on the interim consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Changes
to Disclosure Requirements for Fair Value Measurements,” which will improve the effectiveness of disclosure requirements
for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements
and is effective for the Company beginning on January 1, 2020. This standard did not have a material effect on the Company’s
interim consolidated financial statements.

Other Accounts Receivables (Tab

Other Accounts Receivables (Tables)6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]
Schedule of Other Accounts Receivables CompositionComposition:
As of June 30 As of
2 0 2 0 2 0 1 9
Other - 1
Government authorities 14 118
14 119

Property and Equipment (Tables)

Property and Equipment (Tables)6 Months Ended
Jun. 30, 2020
Property, Plant and Equipment [Abstract]
Schedule of Property and EquipmentComposition:
As of June 30 As of
2 0 2 0 2 0 1 9
Cost:
Computers and related equipment 34 34
Office furniture and equipment 9 9
43 43
Accumulated depreciation 43 38
Net book value - 5

Other Accounts Payables (Tables

Other Accounts Payables (Tables)6 Months Ended
Jun. 30, 2020
Payables and Accruals [Abstract]
Schedule of Other Accounts PayablesComposition:
As of June 30 As of
2 0 2 0 2 0 1 9
Other payables and deferred revenues 63 91
Accrued liabilities 141 149
Other - 6
204 246

Stockholders Deficit (Tables)

Stockholders Deficit (Tables)6 Months Ended
Jun. 30, 2020
Equity [Abstract]
Schedule of Ordinary Shares CompositionA. Composition:
As of June 30 As of December 31
2 0 2 0 2 0 1 9
Authorized Issued and outstanding Authorized Issued and outstanding
Unaudited
Number of shares
Ordinary shares 490,000,000 31,201,669 490,000,000 31,201,669
Summary of Outstanding WarrantsThe following table summarizes
information of outstanding warrants as of June 30, 2020:
Warrants Warrant Term Exercise Price Exercisable
Class J Warrants 3,649,318 July 2029 0.48 3,649,318
Class K Warrants 3,649,318 July 2029 0.80 3,649,318

Financial Expenses (Income), _2

Financial Expenses (Income), Net (Tables)6 Months Ended
Jun. 30, 2020
Financial Expenses Income Net
Schedule of Financial Expenses (Income), NetComposition:
For the three months ended June 30
2 0 2 0 2 0 1 9
Unaudited
Bank fees 2 2
Exchange rate differences 44 13
Other (14 ) -
32 15
For the six months ended June 30
2 0 2 0 2 0 1 9
Unaudited
Bank fees 4 4
Exchange rate differences (4 ) 38
Other 4 (3 )
4 39

Taxes on Income (Tables)

Taxes on Income (Tables)6 Months Ended
Jun. 30, 2020
Income Tax Disclosure [Abstract]
Schedule of Deferred Income TaxesDeferred 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 of the Company’s deferred tax assets are as follows:
As of June 30 As of
2 0 2 0 2 0 1 9
Deferred R&D expenses 59 239
Operating loss carryforward 31,720 32,443
31,779 32,682
Net deferred tax asset before valuation allowance 6,951 7,149
Valuation allowance (6,951 ) (7,149 )
Net deferred tax asset - -
Schedule of Loss (income) from Continuing Operations, Before Taxes on IncomeD. Loss (income) from continuing operations, before taxes on income, consists of the following:
For the six months ended June 30 For the three months ended June 30
2 0 2 0 2 0 1 9 2 0 2 0 2 0 1 9
USA 10 49 5 7
Israel 255 379 88 192
265 428 93 199

Loss Per Share-Basic and Dilu_2

Loss Per Share-Basic and Diluted (Tables)6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]
Schedule of Loss Per Share-Basic and DilutedComposition:
For the six months ended June 30
For the three months ended June 30
2 0 2 0 2 0 1 9 2 0 2 0 2 0 1 9
Basic and diluted:
Net loss attributable to ordinary stockholders 267 451 93 203
Weighted-average ordinary shares 31,201,669 273,049 31,201,669 273,049
Loss per share-basic and diluted 0.009 2.14 0.003 0.97

Transaction and Balances with_2

Transaction and Balances with Parent Company (Tables)6 Months Ended
Jun. 30, 2020
Transaction And Balances With Parent Company
Schedule of Payable to Parent CompanyBalances:
As of June 30 As of
2 0 2 0 2 0 1 9
Payable to parent company 1,853 1,611

General (Details Narrative)

General (Details Narrative) $ / shares in Units, ₪ in Thousands, $ in ThousandsJan. 27, 2020USD ($)Jul. 24, 2019$ / sharessharesFeb. 07, 2019sharesJun. 30, 2020USD ($)Jun. 30, 2019USD ($)Mar. 31, 2019USD ($)Jun. 30, 2020USD ($)Jun. 30, 2019USD ($)Mar. 31, 2020USD ($)Jan. 27, 2020ILS (₪)Dec. 31, 2019USD ($)Jun. 24, 2019Dec. 31, 2018USD ($)
Gain from sale of a subsidiary | $ $ (8)
Net loss | $93 203 $ (249)267 451
Stockholders' deficit | $ $ (1,960) $ (1,173) $ (970) $ (1,960) $ (1,173) $ (1,867) $ (1,693) $ (721)
Convertible Notes Holders [Member]
Number of stock issued3,434,889
Viewbix Ltd [Member]
Ownership percentage99.83%
Gix Ltd [Member]
Number of stock issued20,281,085
Warrants to purchase common stock7,298,636
Gix Ltd [Member] | Warrant One [Member]
Warrants to purchase common stock3,649,318
Warrants exercise price | $ / shares $ 0.48
Gix Ltd [Member] | Warrant Two [Member]
Warrants to purchase common stock3,649,318
Warrants exercise price | $ / shares $ 0.80
Share Exchange Agreement [Member] | Viewbix Ltd [Member]
Ownership percentage99.83%
Share Exchange Agreement [Member] | Gix Ltd [Member]
Share issued and outstanding, percentage65.00%
Fully diluted share capital, percentage5.00%
Restricted Common Stock [Member] | Share Exchange Agreement [Member] | Gix Ltd [Member]
Number of stock issued1,642,193
Virtual Crypto Israel [Member]
Due to related party | $ $ 14
Gain from sale of a subsidiary | $ $ 8
Virtual Crypto Israel [Member] | NIS [Member]
Due to related party | ₪ ₪ 50

Other Accounts Receivable - Sch

Other Accounts Receivable - Schedule of Other Accounts Receivables Composition (Details) - USD ($) $ in ThousandsJun. 30, 2020Dec. 31, 2019
Debt Disclosure [Abstract]
Other $ 1
Government authorities14 118
Total $ 14 $ 119

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in ThousandsJun. 30, 2020Dec. 31, 2019
Property and equipment, gross $ 43 $ 43
Accumulated depreciation43 38
Net book value 5
Computers and Related Equipment [Member]
Property and equipment, gross34 34
Office Furniture and Equipment [Member]
Property and equipment, gross $ 9 $ 9

Other Accounts Payables - Sched

Other Accounts Payables - Schedule of Other Accounts Payables (Details) - USD ($) $ in ThousandsJun. 30, 2020Dec. 31, 2019
Payables and Accruals [Abstract]
Other payables and deferred revenues $ 63 $ 91
Accrued liabilities141 149
Other 6
Total other accounts payables $ 204 $ 246

Stockholders Deficit (Details N

Stockholders Deficit (Details Narrative) - shares1 Months Ended6 Months Ended
Mar. 30, 2020Jan. 30, 2020Jul. 31, 2019Jun. 30, 2020
Common stock shares voting descriptionOrdinary shares confer the right to participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, in distribution 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.
Preferred shares conversion descriptionPreferred 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) of the issued and outstanding Preferred C/C-1 shares, (ii) a majority of 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) in the event of an IPO.
Conversion of preferred stock into common shares16,199,520
Deemed to issued common shares20,281,085
Shares exchange rate99.83%
Number of restricted common stock shares issued1,642,193
Class H Warrants [Member]
Number of warrants expired during period50,000 50,000
Class I Warrants [Member]
Number of warrants expired during period38,095
Class G Warrants [Member]
Number of warrants expired during period142,857

Stockholders Deficit - Schedule

Stockholders Deficit - Schedule of Ordinary Shares Composition (Details) - sharesJun. 30, 2020Dec. 31, 2019
Equity [Abstract]
Ordinary shares, shares authorized490,000,000 490,000,000
Ordinary shares, shares issued31,201,669 31,201,669
Ordinary shares, shares outstanding31,201,669 31,201,669

Stockholders Deficit - Summary

Stockholders Deficit - Summary of Outstanding Warrants (Details)6 Months Ended
Jun. 30, 2020$ / sharesshares
Class J Warrant [Member]
Warrants3,649,318
Warrant TermJuly 2029
Warrant Exercise Price | $ / shares $ 0.48
Warrant Exercisable3,649,318
Class K Warrant [Member]
Warrants3,649,318
Warrant TermJuly 2029
Warrant Exercise Price | $ / shares $ 0.80
Warrant Exercisable3,649,318

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - Tel Aviv District Court [Member] $ in ThousandsJun. 30, 2020USD ($)
Claiming of damages value $ 100
Loss contingency descriptionThe 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 and a supplemental hearing has been set for March 19, which has subsequently been postponed to September 29, 2020. As of June 30, 2020, the company's management, in consultation with its legal advisors, believes that their claim will be successful and should the plaintiff be successful, they will be awarded an insignificant amount and therefore no amount has been provided for in these financial statements.

Financial Expenses (Income), _3

Financial Expenses (Income), Net - Schedule of Financial Expenses (Income), Net (Details) - USD ($) $ in Thousands3 Months Ended6 Months Ended
Jun. 30, 2020Jun. 30, 2019Jun. 30, 2020Jun. 30, 2019
Financial Expenses (Income), Net $ 32 $ 15 $ 4 $ 39
Bank Fees [Member]
Financial Expenses (Income), Net2 2 4 4
Exchange Rate Differences [Member]
Financial Expenses (Income), Net44 13 (4)38
Other Financial Income [Member]
Financial Expenses (Income), Net $ (14) $ 4 $ (3)

Taxes on Income (Details Narrat

Taxes on Income (Details Narrative) - USD ($) $ in Thousands6 Months Ended12 Months Ended
Jun. 30, 2020Dec. 31, 2019
Income tax examination descriptionOn 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.
Valuation allowances, deferred tax assets $ 6,951 $ 7,149
Operating loss carryforwards $ 31,720 $ 32,443
USA [Member]
Income tax examination descriptionNet operating losses in the U.S. are available through 2035.
US [Member]
Operating loss carryforwards $ 18,390
Viewbix Israel [Member]
Operating loss carryforwards $ 13,330
Israeli Corporate Tax [Member]
Corporate tax rate23.00%

Taxes on Income - Schedule of D

Taxes on Income - Schedule of Deferred Income Taxes (Details) - USD ($) $ in ThousandsJun. 30, 2020Dec. 31, 2019
Income Tax Disclosure [Abstract]
Deferred R&D expenses $ 59 $ 239
Operating loss carryforward31,720 32,443
Total31,779 32,682
Net deferred tax asset before valuation allowance6,951 7,149
Valuation allowance(6,951)(7,149)
Net deferred tax asset

Taxes on Income - Schedule of L

Taxes on Income - Schedule of Loss (income) from Continuing Operations, Before Taxes on Income (Details) - USD ($) $ in Thousands3 Months Ended6 Months Ended
Jun. 30, 2020Jun. 30, 2019Jun. 30, 2020Jun. 30, 2019
Total loss before taxes on income $ 93 $ 199 $ 265 $ 428
USA [Member]
Total loss before taxes on income5 7 10 49
Israel [Member]
Total loss before taxes on income $ 88 $ 192 $ 255 $ 379

Loss Per Share-Basic and Dilu_3

Loss Per Share-Basic and Diluted - Schedule of Loss Per Share-Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands3 Months Ended6 Months Ended
Jun. 30, 2020Jun. 30, 2019Mar. 31, 2019Jun. 30, 2020Jun. 30, 2019
Earnings Per Share [Abstract]
Net loss attributable to ordinary stockholders $ 93 $ 203 $ (249) $ 267 $ 451
Weighted-average ordinary shares[1]31,201,669 273,049 31,201,669 273,049
Loss per share-basic and diluted $ 0.003 $ 0.97 $ 0.009 $ 2.14
[1]The number of shares prior to the reverse recapitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. Refer to Note 1 for further information.

Transaction and Balances with_3

Transaction and Balances with Parent Company (Details Narrative) - USD ($) $ in Thousands6 Months Ended
Jun. 30, 2020Dec. 31, 2019
Payable to parent company $ 1,853 $ 1,611
Gix Ltd [Member]
Operations costs incurred, percentage50.00%

Transaction and Balances with_4

Transaction and Balances with Parent Company - Schedule of Payable to Parent Company (Details) - USD ($) $ in ThousandsJun. 30, 2020Dec. 31, 2019
Transaction And Balances With Parent Company
Payable to parent company $ 1,853 $ 1,611