Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021shares | |
Cover [Abstract] | |
Entity Registrant Name | Viewbix Inc. |
Entity Central Index Key | 0000797542 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2021 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 34,753,669 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 134 | $ 148 |
Trade receivables | 21 | 15 |
Other accounts receivable | 14 | 20 |
Prepaid expenses | 27 | 42 |
Total current assets | 196 | 225 |
Total assets | 196 | 225 |
CURRENT LIABILITIES | ||
Trade payables | 10 | 22 |
Other accounts payables and accrued liabilities | 186 | 177 |
Payable to parent company | 2,104 | 2,054 |
Short term loan | 54 | 50 |
Total current liabilities | 2,354 | 2,303 |
Commitments and contingencies | ||
Share Capital | ||
Ordinary shares of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 34,753,669 shares as of December 31, 2020; and March 31, 2021 | 3 | 3 |
Additional paid-in capital | 13,073 | 13,073 |
Accumulated deficit | (15,234) | (15,154) |
Total stockholders' deficit | (2,158) | (2,078) |
Total liabilities and stockholders' deficit | $ 196 | $ 225 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock , par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 490,000,000 | 490,000,000 |
Common stock, shares issued | 34,753,669 | 34,753,669 |
Common stock , shares outstanding | 34,753,669 | 34,753,669 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 8 | $ 37 |
Cost of revenues | 4 | |
Gross profit | 8 | 33 |
Operating expenses: | ||
Research and development | 16 | 59 |
Selling and marketing | 2 | 7 |
General and administrative | 63 | 175 |
Gain from sale of a subsidiary | (8) | |
Operating loss | 73 | 200 |
Financial income (expenses), net | (7) | 28 |
Loss before tax | 80 | 172 |
Taxes on income | 2 | |
Net loss | $ 80 | $ 174 |
Loss per share - basic and diluted | $ 0.002 | $ 0.006 |
Weighted average number of ordinary shares outstanding used in the computations of loss per share | 34,753,669 | 31,201,669 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
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 | (174) | 174 | ||
Balance at Mar. 31, 2020 | $ 3 | 13,015 | (14,885) | (1,867) |
Balance, shares at Mar. 31, 2020 | 31,201,669 | |||
Balance at Dec. 31, 2020 | $ 3 | 13,073 | (15,154) | (2,078) |
Balance, shares at Dec. 31, 2020 | 34,753,669 | |||
Net loss for the period | (80) | 80 | ||
Balance at Mar. 31, 2021 | $ 3 | $ 13,073 | $ (15,234) | $ (2,158) |
Balance, shares at Mar. 31, 2021 | 34,753,669 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Feb. 29, 2020 | |
Cash flows from operating activities | |||
Net loss for the period | $ 80 | $ 174 | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Gain from sale of a subsidiary | (8) | ||
Depreciation | 5 | ||
Changes in current assets and liabilities: | |||
Decrease in trade receivables and prepaid expenses | 10 | 6 | |
Decrease in other receivables | 6 | 82 | |
Increase in trade payables | (4) | (71) | |
Financing expenses from short-term loans | 4 | ||
decrease in other accounts payables and accrued liabilities | (16) | ||
Increase in payable to parent company | 50 | 186 | |
Net cash provided by (used in) operating activities | (14) | 10 | |
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 | (14) | 23 | |
Cash and cash equivalents and restricted cash at the beginning of the year | 148 | 87 | |
Cash and cash equivalents and restricted cash at the end of the year | $ 134 | $ 110 | |
Supplemental Cash Flow Information: | |||
Current assets excluding cash and cash equivalents | $ 6 | ||
Current liabilities | (1) | ||
Gain from sale of a subsidiary | 8 | ||
Cash received from the sale of a subsidiary | $ 13 |
General
General | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
General | NOTE 1: GENERAL 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”). 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 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. 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. 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 ` 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. 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 prior to consummation of the Recapitalization Transaction. On January 27, 2020, Virtual Crypto Israel was sold to a third party for NIS 50,000 ($14,459). Stock Subscription Agreement and Loan Agreement On December 18, 2020, the company entered into a 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 of $69,000 (the “Principal Amount”). In accordance with the terms of the Loan, the company repaid the interest on the Principal Amount (8% compounded annually) to the Investors in the form of an issuance of an aggregate 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. Going Concern The Company has incurred $80 in net loss for the three months ended March 31 2021 has $2,158 stockholders’ deficit as of March 31, 2021 and $2,078 in total stockholders’ deficit as of December 31, 2020 .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 Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES 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. 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, 2020 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 16, 2021 (the “2020 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 months ended March 31, 2021 are not necessarily indicative of the results for the year ending December 31, 2021, or for any future period. As of March 31, 2021, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2020 Annual Report. |
Other Accounts Receivables
Other Accounts Receivables | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Other Accounts Receivables | NOTE 3: OTHER ACCOUNTS RECEIVABLES Composition: As of March 31 As of December 31 2021 2020 Government authorities 14 20 14 20 |
Other Accounts Payable and Accr
Other Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other Accounts Payable and Accrued Liabilities | NOTE 4: OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Composition: As of March 31 As of December 31 2021 2020 Other payables 48 47 Accrued liabilities 138 130 186 177 |
Payable to Parent Company
Payable to Parent Company | 3 Months Ended |
Mar. 31, 2021 | |
Payable To Parent Company | |
Payable to Parent Company | NOTE 5: PAYABLE TO PARENT COMPANY Balances: As of March 31 As of December 31 2021 2020 Gix – Parent Company Payable $ 2,104 $ 2,054 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 as well as other related expenses. (c) From November 2018 until to 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. From the closing date, the actual expenses incurred by Gix related to the Company will be charged to the Company. No amounts were paid by the Company to Gix during 2021 and 2020. |
Short Term Loan
Short Term Loan | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Short Term Loan | NOTE 6: SHORT TERM LOAN On December 18, 2020, the company entered into a Loan Agreement (the “Loan”) and Stock Subscription Agreement with certain Investors as described in note 1e, pursuant to which the Investors lent an aggregate amount of $69,000 (the “Principal Amount”). In accordance with the terms of the Loan, the company prepaid 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. Under the Stock Subscription Agreement, the Investors transferred an amount of $ 30,587 to the company as consideration for the issued shares. The Company allocated the total proceeds in respect of the shares issued and the Loan extended based on its relative fair values. As a result of the allocation, a discount of $19 was recorded on the loan. The discount is amortized over the term of the loan as finance expense. The allocation of the proceeds to the fair value distribution of the liability and equity components on the transactions date was as follows: Instrument Fair Value % of total fair Allocated amount Short term loan and prepaid interest 55,200 49.45 49,246 Investment in the company’s shares 54,000 50.55 50,340 Total 109,200 100 99,586 The composition of short term loan balance as of the transaction is as follows: As of March 31 2021 As of December 31 2020 Short term loan 69 69 Discount on Short term loan (15 ) (19 ) Short term loan, Net 54 50 |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 7: STOCKHOLDERS’ DEFICIT Stockholders’ deficit. Composition: As of March 31 As of December 31 2021 2020 Authorized Issued and outstanding Authorized Issued and outstanding Unaudited Number of shares Ordinary shares 490,000,000 34,753,669 490,000,000 34,753,669 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. On December 18, 2020, the company entered into a 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 of $69,000 (the “Principal Amount”). In accordance with the terms of the Loan, the company repaid the interest on the Principal Amount 8% compounded annually to the Investors in the form of an issuance of an aggregate 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. 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. Share Exchange As detailed in Note 1, as part of the Recapitalization Transaction in July 2019, the Company issued 30,928,620 common shares in exchange for 99.83% of the issued and outstanding ordinary shares and all the preferred shares of 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. Warrants The following table summarizes information of outstanding warrants as of March 31, 2021: 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 Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8: COMMITMENTS AND CONTINGENCIES In June 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 $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. On March 11, 2021 the former CEO filed his summaries. The Company’s summaries will be filed until May 20, 2021. As of March 31, 2021, the company’s management, in consultation with its legal advisors, believes that the former CEO’s claims will not be Successful. |
Financial (Expenses) Income, Ne
Financial (Expenses) Income, Net | 3 Months Ended |
Mar. 31, 2021 | |
Financial Expenses Income Net | |
Financial (Expenses) Income, Net | NOTE 9: FINANCIAL (EXPENSES) INCOME, NET Composition: For the three months ended March 31 2021 2020 Unaudited Bank fees - (2 ) Exchange rate differences 1 49 Other (8 ) (19 ) (7 ) 28 |
Taxes on Income
Taxes on Income | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Taxes on Income | NOTE 10: 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 March 31 As of December 31 2021 2020 Deferred R&D expenses 16 114 Operating loss carryforward 31,945 32,256 31,961 32,370 Net deferred tax asset before valuation allowance 6,981 7,076 Valuation allowance (6,981 ) (7,076 ) Net deferred tax asset - - As of March 31, 2020, the Company has provided valuation allowances of $6,981 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 March 31, 2021 Viewbix Israel incurred operating losses in Israel of approximately $13,466 which may be carried forward and offset against taxable income in the future for an indefinite period. As of March 31, 2021 the Company generated net operating losses in the U.S. of approximately $18,479 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 three months ended March 31 2021 2020 USA 27 10 Israel 53 162 80 172 |
Loss Per Share-Basic and Dilute
Loss Per Share-Basic and Diluted | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share-Basic and Diluted | NOTE 11: LOSS PER SHARE-BASIC AND DILUTED Composition: For the three months ended March 31 2021 2020 Unaudited Basic and diluted: Net loss attributable to ordinary stockholders 80 174 Weighted-average ordinary shares 34,753,669 31,201,669 Loss per share-basic and diluted 0.002 0.006 |
COVID-19 Pandemic Implications
COVID-19 Pandemic Implications | 3 Months Ended |
Mar. 31, 2021 | |
Covid-19 Pandemic Implications | |
COVID-19 Pandemic Implications | NOTE 12: COVID-19 PANDEMIC IMPLICATIONS The COVID-19 pandemic, which originated in China in late 2019, has since spread across the globe and affected the economic condition 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 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. As of March 31, 2021, the pandemic has caused repeated states of emergency to be declared in various countries, ongoing 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 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | 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. |
Unaudited Interim Financial Information | 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, 2020 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 16, 2021 (the “2020 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 months ended March 31, 2021 are not necessarily indicative of the results for the year ending December 31, 2021, or for any future period. As of March 31, 2021, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2020 Annual Report. |
Other Accounts Receivables (Tab
Other Accounts Receivables (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Other Accounts Receivables Composition | Composition: As of March 31 As of December 31 2021 2020 Government authorities 14 20 14 20 |
Other Accounts Payable and Ac_2
Other Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accounts Payable and Accrued Liabilities | Composition: As of March 31 As of December 31 2021 2020 Other payables 48 47 Accrued liabilities 138 130 186 177 |
Payable to Parent Company (Tabl
Payable to Parent Company (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payable To Parent Company | |
Schedule of Payable to Parent Company | Balances: As of March 31 As of December 31 2021 2020 Gix – Parent Company Payable $ 2,104 $ 2,054 |
Short Term Loan (Tables)
Short Term Loan (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Fair Value Distribution of Liability and Equity Components | The allocation of the proceeds to the fair value distribution of the liability and equity components on the transactions date was as follows: Instrument Fair Value % of total fair Allocated amount Short term loan and prepaid interest 55,200 49.45 49,246 Investment in the company’s shares 54,000 50.55 50,340 Total 109,200 100 99,586 |
Schedule of Composition of Short Term Loan | The composition of short term loan balance as of the transaction is as follows: As of March 31 2021 As of December 31 2020 Short term loan 69 69 Discount on Short term loan (15 ) (19 ) Short term loan, Net 54 50 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Ordinary Shares Composition | Composition: As of March 31 As of December 31 2021 2020 Authorized Issued and outstanding Authorized Issued and outstanding Unaudited Number of shares Ordinary shares 490,000,000 34,753,669 490,000,000 34,753,669 |
Summary of Outstanding Warrants | The following table summarizes information of outstanding warrants as of March 31, 2021: 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) | 3 Months Ended |
Mar. 31, 2021 | |
Financial Expenses Income Net | |
Schedule of Financial (Income) Expenses, Net | Composition: For the three months ended March 31 2021 2020 Unaudited Bank fees - (2 ) Exchange rate differences 1 49 Other (8 ) (19 ) (7 ) 28 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Income Taxes | Significant components of the Company’s deferred tax assets are as follows: As of March 31 As of December 31 2021 2020 Deferred R&D expenses 16 114 Operating loss carryforward 31,945 32,256 31,961 32,370 Net deferred tax asset before valuation allowance 6,981 7,076 Valuation allowance (6,981 ) (7,076 ) Net deferred tax asset - - |
Schedule of Loss (Income) from Continuing Operations, Before Taxes on Income | D. Loss (income) from continuing operations, before taxes on income, consists of the following: For the three months ended March 31 2021 2020 USA 27 10 Israel 53 162 80 172 |
Loss Per Share-Basic and Dilu_2
Loss Per Share-Basic and Diluted (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share-Basic and Diluted | Composition: For the three months ended March 31 2021 2020 Unaudited Basic and diluted: Net loss attributable to ordinary stockholders 80 174 Weighted-average ordinary shares 34,753,669 31,201,669 Loss per share-basic and diluted 0.002 0.006 |
General (Details Narrative)
General (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 18, 2020 | Jul. 24, 2019 | Feb. 07, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 27, 2020 | Dec. 31, 2019 | Jun. 24, 2019 |
Net loss | $ 80 | $ 174 | |||||||
Stockholders' deficit | $ (2,158) | $ (1,867) | $ (2,078) | $ (1,693) | |||||
Convertible Notes Holders [Member] | |||||||||
Number of stock issued | 3,434,889 | ||||||||
Viewbix Ltd [Member] | |||||||||
Ownership percentage | 99.83% | ||||||||
Gix Ltd [Member] | |||||||||
Number of stock issued | 20,281,085 | ||||||||
Warrants to purchase common stock | 7,298,636 | ||||||||
Gix Ltd [Member] | Warrant One [Member] | |||||||||
Warrants to purchase common stock | 3,649,318 | ||||||||
Warrants exercise price | $ 0.48 | ||||||||
Gix Ltd [Member] | Warrant Two [Member] | |||||||||
Warrants to purchase common stock | 3,649,318 | ||||||||
Warrants exercise price | $ 0.80 | ||||||||
Share Exchange Agreement [Member] | Viewbix Ltd [Member] | |||||||||
Ownership percentage | 99.83% | ||||||||
Share Exchange Agreement [Member] | Gix Ltd [Member] | |||||||||
Share issued and outstanding, percentage | 65.00% | ||||||||
Fully diluted share capital, percentage | 5.00% | ||||||||
Stock Subscription Agreement [Member] | Investor [Member] | |||||||||
Number of stock issued | 3,000,000 | ||||||||
Common stock purchase price per share | $ 0.01 | ||||||||
Sale of issuance common stock value | $ 30 | ||||||||
Loan Agreement [Member] | Investor [Member] | |||||||||
Number of stock issued | 552,000 | ||||||||
Common stock purchase price per share | $ 0.01 | ||||||||
Debt instrument face amount | $ 69 | ||||||||
Debt instrument stated percentage | 8.00% | ||||||||
Restricted Common Stock [Member] | Share Exchange Agreement [Member] | Gix Ltd [Member] | |||||||||
Number of stock issued | 1,642,193 | ||||||||
Virtual Crypto Israel [Member] | |||||||||
Due to related party | $ 14,459 | ||||||||
Virtual Crypto Israel [Member] | NIS [Member] | |||||||||
Due to related party | $ 50 |
Other Accounts Receivables - Sc
Other Accounts Receivables - Schedule of Other Accounts Receivables Composition (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Government authorities | $ 14 | $ 20 |
Total | $ 14 | $ 20 |
Other Accounts Payable and Ac_3
Other Accounts Payable and Accrued Liabilities - Schedule of Other Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Other payables | $ 48 | $ 47 |
Accrued liabilities | 138 | 130 |
Total other accounts payables | $ 186 | $ 177 |
Payable to Parent Company (Deta
Payable to Parent Company (Details Narrative) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Payable to parent company | $ 2,104 | $ 2,054 |
Gix Ltd [Member] | ||
Operations costs incurred, percentage | 0.50 | |
Payable to parent company |
Payable to Parent Company - Sch
Payable to Parent Company - Schedule of Payable to Parent Company (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payable To Parent Company | ||
Gix - Parent Company Payable | $ 2,104 | $ 2,054 |
Short Term Loan (Details Narrat
Short Term Loan (Details Narrative) - Investors [Member] $ / shares in Units, $ in Thousands | Dec. 18, 2020USD ($)$ / sharesshares |
Loan and Stock Subscription Agreement [Member] | |
Debt Instrument face amount | $ 69 |
Debt instrument stated percentage | 8.00% |
Issuance of common stock shares | shares | 552,000 |
Common stock price per share | $ / shares | $ 0.01 |
Loan discount | $ 19 |
Stock Subscription Agreement [Member] | |
Transferred amount | $ 30,587 |
Short Term Loan - Schedule of F
Short Term Loan - Schedule of Fair Value Distribution of Liability and Equity Components (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Fair Value | $ 109,200 |
Percentage of fair value | 100.00% |
Allocated amount | $ 99,586 |
Short Term Loan and Prepaid Interest [Member] | |
Fair Value | $ 55,200 |
Percentage of fair value | 49.45% |
Allocated amount | $ 49,246 |
Investment in the Company's Shares [Member] | |
Fair Value | $ 54,000 |
Percentage of fair value | 50.55% |
Allocated amount | $ 50,340 |
Short Term Loan - Schedule of C
Short Term Loan - Schedule of Composition of Short Term Loan (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Short term loan | $ 69 | $ 69 |
Discount on Short term loan | (15) | (19) |
Short term loan, Net | $ 54 | $ 50 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 18, 2020 | Jul. 24, 2019 | Apr. 30, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Jul. 31, 2019 | Mar. 31, 2021 |
Common stock shares voting description | 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. | ||||||
Deemed to issued common shares | 30,928,620 | ||||||
Shares exchange rate | 99.83% | ||||||
Class H Warrants [Member] | |||||||
Number of warrants expired during period | 50,000 | 50,000 | |||||
Class I Warrants [Member] | |||||||
Number of warrants expired during period | 38,095 | ||||||
Class G Warrants [Member] | |||||||
Number of warrants expired during period | 142,857 | ||||||
Gix Ltd [Member] | |||||||
Number of common stock issued | 20,281,085 | ||||||
Number of restricted common stock shares issued | 1,642,193 | ||||||
Stock Subscription Agreement [Member] | Investor [Member] | |||||||
Number of common stock issued | 3,000,000 | ||||||
Sale of stock, price per share | $ 0.01 | ||||||
Aggregate purchase price | $ 30 | ||||||
Loan Agreement [Member] | Investor [Member] | |||||||
Number of common stock issued | 552,000 | ||||||
Sale of stock, price per share | $ 0.01 | ||||||
Debt instrument, face amount | $ 69 | ||||||
Debt instrument, interest rate | 8.00% |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Ordinary Shares Composition (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Ordinary shares, shares authorized | 490,000,000 | 490,000,000 |
Ordinary shares, shares issued | 34,753,669 | 34,753,669 |
Ordinary shares, shares outstanding | 34,753,669 | 34,753,669 |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of Outstanding Warrants (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Class J Warrants [Member] | |
Warrants | 3,649,318 |
Warrant Term | July 2029 |
Warrant Exercise Price | $ / shares | $ 0.48 |
Warrant Exercisable | 3,649,318 |
Class K Warrants [Member] | |
Warrants | 3,649,318 |
Warrant Term | July 2029 |
Warrant Exercise Price | $ / shares | $ 0.80 |
Warrant Exercisable | 3,649,318 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Tel Aviv District Court [Member] $ in Thousands | 1 Months Ended |
Jun. 30, 2017USD ($) | |
Claiming of damages value | $ 225 |
Loss contingency description | 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. On March 11, 2021 the former CEO filed his summaries. The Company's summaries will be filed until May 20, 2021. As of March 31, 2021, the company's management, in consultation with its legal advisors, believes that the former CEO's claims will not be Successful. |
Financial (Expenses) Income, _3
Financial (Expenses) Income, Net - Schedule of Financial (Income) Expenses, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Financial (expenses) income, net | $ (7) | $ 28 |
Bank Fees [Member] | ||
Financial (expenses) income, net | (2) | |
Exchange Rate Differences [Member] | ||
Financial (expenses) income, net | 1 | 49 |
Other [Member] | ||
Financial (expenses) income, net | $ (8) | $ (19) |
Taxes on Income (Details Narrat
Taxes on Income (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | Mar. 31, 2020 | |
Corporate tax rate | 21.00% | |||
Income tax examination description | 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. | |||
Valuation allowances, deferred tax assets | $ 6,981 | $ 7,076 | $ 6,981 | |
Operating loss carryforwards | $ 31,945 | $ 32,256 | ||
USA [Member] | ||||
Income tax examination description | Net operating losses in the U.S. are available through 2035. | |||
US [Member] | ||||
Operating loss carryforwards | $ 18,479 | |||
Viewbix Israel [Member] | ||||
Operating loss carryforwards | $ 13,466 | |||
Israeli Corporate Tax [Member] | ||||
Corporate tax rate | 23.00% |
Taxes on Income - Schedule of D
Taxes on Income - Schedule of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Deferred R&D expenses | $ 16 | $ 114 | |
Operating loss carryforward | 31,945 | 32,256 | |
Total | 31,961 | 32,370 | |
Net deferred tax asset before valuation allowance | 6,981 | 7,076 | |
Valuation allowance | (6,981) | (7,076) | $ (6,981) |
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 Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total loss before taxes on income | $ 80 | $ 172 |
USA [Member] | ||
Total loss before taxes on income | 27 | 10 |
Israel [Member] | ||
Total loss before taxes on income | $ 53 | $ 162 |
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 Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to ordinary stockholders | $ 80 | $ 174 |
Weighted-average ordinary shares | 34,753,669 | 31,201,669 |
Loss per share-basic and diluted | $ 0.002 | $ 0.006 |