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Viewbix (VBIX)

Filed: 15 May 22, 8:00pm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2022

 

or

 

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

 

For the transition period from __________________ to __________________

 

Commission file number: 000-15746

 

VIEWBIX INC.

(Exact Name Of Registrant As Specified In Its Charter)

 

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

 

11 Derech Menachem Begin Street, Ramat Gan, Israel 5268104
(Address of Principal Executive Offices) (ZIP Code)

 

Registrant’s Telephone Number, Including Area Code: +972 9-774-1505

 

Securities registered pursuant to Section 12(b) of the Act:

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company.

 

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
 Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

On March 31, 2022, the Registrant had 34,753,669 shares of common stock issued and outstanding.

 

 

 

 
-2-

 

VIEWBIX INC.

 

TABLE OF CONTENTS

 

Item Description Page
     
  PART I - FINANCIAL INFORMATION  
     
ITEM 1. FINANCIAL STATEMENTS 3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS 19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 22
ITEM 4. CONTROLS AND PROCEDURES 22
     
  PART II - OTHER INFORMATION  
     
ITEM 1. LEGAL PROCEEDINGS23
ITEM 1A. RISK FACTORS 23
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 23
ITEM 3. DEFAULT UPON SENIOR SECURITIES 23
ITEM 4. MINE SAFETY DISCLOSURE 23
ITEM 5. OTHER INFORMATION 23
ITEM 6. EXHIBITS 23
  SIGNATURES 24

 

 
-3-

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

VIEWBIX INC

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

March 31, 2022

 

CONTENTS

 

 

Page

  
Interim Condensed Consolidated Balance Sheets (unaudited)4 - 5
  
Interim Condensed Consolidated Statements of Comprehensive Loss (unaudited)6
  
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)7
  
Interim Condensed Consolidated Statements of Cash Flows (unaudited)8
  
Notes to the Interim Condensed Consolidated Financial Statements9 - 18

 

 
-4-

 

VIEWBIX INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

 

U.S. dollars in thousands (except share data)

 

     As of March 31  As of December 31 
  Note  2022  2021 
          
ASSETS           
             
CURRENT ASSETS            
Cash and cash equivalents     57   74 
Trade receivables      9   8 
Other accounts receivable      21   30 
Prepaid expenses      28   44 
             
Total current assets      115   156 
             
Total assets      115   156 

 

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

 

 
-5-

 

VIEWBIX INC.

CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.)

 

U.S. dollars in thousands (except share data)

 

     As of March 31  As of December 31 
  Note  2022  2021 
          
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
             
CURRENT LIABILITIES            
Trade payables      16   9 
Other accounts payables and accrued liabilities  3   239   242 
Parent company loan  4   2,240   2,116 
Short term loan  5   69   69 
             
Total current liabilities      2,564   2,436 
             
Commitments and contingencies      -     
             
STOCKHOLDERS’ DEFICIT  6         
             
Share Capital            
Ordinary shares of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 34,753,669 shares as of March 31, 2022; and December 31, 2021      3   3 
Additional paid-in capital      13,257   13,257 
Accumulated deficit      (15,709)  (15,540)
             
Total stockholders’ deficit      (2,449)  (2,280)
             
Total liabilities and stockholders’ deficit      115   156 

 

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

 

 
-6-

 

VIEWBIX INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

 

U.S. dollars in thousands (except share data)

 

  Note  2022  2021 
     For the three months ended March 31 
  Note  2022  2021 
          
Revenues      1   8 
Cost of revenues      -   - 
             
Gross profit      1   8 
             
Operating expenses:            
Research and development      14   16 
Selling and marketing      -   2 
General and administrative      68   63 
Other expenses      13   - 
             
Operating loss      94   73 
             
Financial expenses, net  7   (75)  (7)
             
Loss before tax      169   80 
             
Taxes on income  8   -   - 
             
Net loss      169   80 
             
Loss per share - basic and diluted  9   0.005   0.002 
             
Weighted average number of ordinary shares outstanding used in the computations of loss per share (in thousands)      34,753,669   34,753,669 

 

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

 

 
-7-

 

VIEWBIX INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited)

 

U.S. dollars in thousands (except share data)

 

  Number  Amount  capital  deficit  deficit 
  Ordinary shares  Additional paid-in  Accumulated  Total stockholders’ 
  Number  Amount  capital  deficit  deficit 
                
Balance as of January 1, 2022  34,753,669   3   13,257   (15,540)  (2,280)
                     
Net loss for the period  -   -   -   (169)  (169)
Balance as of March 31, 2022  34,753,669   3   13,257   (15,709)  (2,449)

 

  Ordinary shares  Additional paid-in  Accumulated  Total stockholders’ 
  Number  Amount  capital  deficit  deficit 
                
Balance as of January 1, 2021  34,753,669   3   13,073   (15,154)  (2,078)
                     
Net loss for the period  -   -   -   (80)  (80)
Balance as of March 31, 2021  34,753,669   3   13,073   (15,234)  (2,158)

 

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

 

 
-8-

 

VIEWBIX INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

U.S. dollars in thousands (except share data)

 

  2022  2021 
  For the three months ended March 31 
  2022  2021 
Cash flows from operating activities        
         
Net loss for the period  (169)  (80)
Adjustments to reconcile net loss to net cash (used in)
operating activities:
        
Finance expense  69   4 
Changes in current assets and liabilities:        
Increase in trade receivables  (1)  (6)
Decrease prepaid expenses  16   16 
Decrease in other receivables  9   6 
Increase (decrease) in trade payables  7   (4)
Decrease in other accounts payables and accrued liabilities  (3)  - 
Increase in loan from parent company  55   50 
         
Net cash used in operating activities  (17)  (14)
         
Cash flows from investing activities        
         
Net cash provided by Investing activities  -   - 
         
Decrease in cash and cash equivalents  (17)  (14)
         
Cash and cash equivalents at the beginning of the year  74   148 
         
Cash and cash equivalents and restricted cash at the end of the year  57   134 

 

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

 

 
-9-

 

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

U.S. dollars in thousands (except share data)

 

NOTE 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. In 2015 the Company changes its name to Emerald Medical Applications Corp.

 

On January 17, 2018, the Company formed a new wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (“VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies. Effective as of March 7, 2018, the Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. to reflect its new operations and business focus.

 

VCT Israel ceased its business operation prior to consummation of the Recapitalization Transaction. On January 27, 2020, VCT Israel was sold to a third party for NIS 50,000 ($14,459).

 

On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement” or the “Recapitalization Transaction”) with Gix Internet Ltd., an company organized under the laws of the State of Israel (“Gix”), pursuant to which, Gix assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd., a company organized under the laws of the State of Israel (“Viewbix Israel”), to the Company in exchange for shares of restricted common stock of the Company, which resulted in Viewbix Israel becoming a subsidiary of the Company. In connection with the Share Exchange Agreement, effective as of August 7, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc.

 

On January 1, 2020, the Company announced certain cost reduction measures due the fact the Company not achieved certain revenues goals.

 

On December 5, 2021, the Company entered into a certain Agreement and Plan of Merger (the “Merger Agreement” or the “Gix Merger”) with Gix Media Ltd., an Israeli company and the majority-owned subsidiary of Gix (“Gix Media”) and Vmedia Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of the Company (“Merger Sub”) (see also note 1.D).

 

The Company and its subsidiaries are collectively referred to as the “Company”. 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.

 

 
-10-

 

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

U.S. dollars in thousands (except share data)

 

NOTE. 1GENERAL (Cont.):

 

 B.Emerald Medical Applications Ltd.

 

Emerald Medical Applications Ltd., the Company’s wholly-owned subsidiary (“Emerald Israel”) was engaged in the business of developing 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.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.

 

 D.Merger with Gix Media Ltd.

 

On December 5, 2021, the Company entered into the Merger Agreement with Gix Media and Merger Sub, pursuant to which, following the Gix Merger, and upon satisfaction of additional closing conditions, Merger Sub will merge with and into Gix Media, with Gix Media being the surviving entity and wholly-owned subsidiary of the Company. As of the March 31, 2022 (“Reporting Date”), the closing conditions of the Merger Agreement have not been fulfilled yet (see note 11).

 

 
-11-

 

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

U.S. dollars in thousands (except share data)

 

NOTE. 1GENERAL (Cont.):

 

 E.Going Concern

 

The Company has incurred $169 in net loss for the three months ended March 31, 2022 and $80 in net loss for the three months ended March 31, 2021. The Company has $2,449 stockholders’ deficit as of March 31, 2022 and $2,158 in stockholders’ deficit as of March 31, 2021 and $17 in negative cash flows from operations for the three months ended March 31, 2022 and $14 in negative cash flows from operations for the three months ended March 31, 2021. Since January 2020, the Company has significantly reduced its operations and expenses of Viewbix Israel. 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.

 

 
-12-

 

NOTE. 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The significant accounting policies used in the preparation of the financial statements are as follows:

 

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, 2021 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 17, 2021 (the “2021 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, 2022 are not necessarily indicative of the results for the year ending December 31, 2021, or for any future period.

 

As of March 31, 2022, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2021 Annual Report.

 

 
-13-

 

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

U.S. dollars in thousands (except share data)

 

NOTE 3:OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Composition:

SCHEDULE OF OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 

  

As of

March 31

  

As of

December 31

 
  2022  2021 
       
Other payables  47   47 
Accrued liabilities  192   195 
Total other accounts payables  239   242 

 

 

NOTE 4:PARENT COMPANY LOAN

 

Balances:

 SCHEDULE OF PAYABLE TO PARENT COMPANY

 As of March 31  As of December 31 
  2022  2021 
         
Gix – Company Loan $2,240  $2,116 

 

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 of the expenses incurred by Gix that related to the Company will be charged to the Company.

 

NaN amounts were paid by the Company to Gix during 2020 to the Reporting Date.

 

The Company entered into an agreement with Gix, its parent company, pursuant to which, effective as of December 31, 2021, the parent company payable was modified into a loan, which may be increased from time to time, upon the written mutual consent of the Company and Gix (the “Gix Loan”).

 

 
-14-

 

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

U.S. dollars in thousands (except share data)

 

NOTE 4:PARENT COMPANY LOAN (Cont.):

 

The Gix Loan bears interest at a rate (see also note 7) equivalent to the minimal interest rate recognized and attributed by the Israel Tax Authority and will be repaid, together with the accrued interest, in one payment until December 31, 2022, unless extended upon mutual consent of the Company and Gix Internet.

 

The Company accounted for the modification as an extinguishment of the parent company payable and the issuance of a new debt. At the Reporting Date, the loan was recorded at its fair value of $2,172. At the December 31, 2021 at a fair value of $2,116 as of the modification date, with the difference of $184 between the fair value of the loan and the carrying value of the payable to the Parent Company recorded in the Company’s Consolidated Statement of Changes in Stockholders’ Deficit , as of the signing of the Gix Loan, as a deemed contribution to the Company by the Parent Company, with a corresponding discount on the loan, to be amortized as finance expense in the Company’s Consolidated Statements of Comprehensive Loss over the term of the loan.

 

NOTE 5: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 1c, pursuant to which the Investors lent an aggregate amount of $69 (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 $31 to the company as consideration for the issued shares. In January 2022, the Investors under the Loan Agreement expressed their intention to convert the Principal Amount to the Company’s shares of Common Stock, and accordingly, the Company agreed to extend the repayment date.

 

The Company allocated the total proceeds in respect of the shares issued and the Loan was extended based on their_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:

 SCHEDULE OF FAIR VALUE DISTRIBUTION OF LIABILITY AND EQUITY COMPONENTS

Instrument Fair Value  % of total fair  

Allocated

amount

 
Loan  55,200   49.45   49,246 
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:

 SCHEDULE OF COMPOSITION OF SHORT TERM LOAN

 

     
Principal amount  69 
Discount on Short term loan  (19)
Short term loan, Net  50 



 

 
-15-

 

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

U.S. dollars in thousands (except share data)

 

NOTE 6:STOCKHOLDERS’ DEFICIT

 

Ordinary Shares:

 

Ordinary shares confer the right to: (i) participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, (ii) in distribution of dividends and (iii) to equally participate, on share basis, in distribution of excess of assets and funds from the Company and 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 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. For more details, please see note 1c.

 

Warrants

 

The following table summarizes information of outstanding warrants as of December 31, 2021:

 SUMMARY OF OUTSTANDING WARRANTS

  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 2020, 50,000 class H warrants, 38,095 class I warrants and 142,857 Class G warrants expired.

 

 
-16-

 

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

U.S. dollars in thousands (except share data)

 

NOTE 7:FINANCIAL EXPENSES, NET

 

Composition:

 SCHEDULE OF FINANCIAL EXPENSES, NET

  

For the three months ended

March 31

 
  2022  2021 
  Unaudited 
Exchange rate differences  6   (1)
Interests on loans  69   4 
Other  -   4 
   75   7 

 

 

NOTE 8:TAXES ON INCOME

 

The Company is subject to income taxes under the Israeli and U.S. tax laws

 

Tax rates applicable to the income of the Company:

 

Viewbix Inc. is taxed according to U.S. tax laws. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018.Viewbix Israel and Israeli subsidiaries are taxed according to Israeli tax laws. The Israeli corporate tax rate is 23% in the years 2022, 2021, 2020 and onwards.

 

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:

 SCHEDULE OF DEFERRED INCOME TAXES

  As of
March 31
  As of
December 31
 
  2022  2021 
       
Deferred R&D expenses $164  $167 
Operating loss carryforward  32,968   33,055 
Differences between tax basis and carrying values of loans (see note 4) $(184) $(184)
Total $32,948  $33,038 
         
Net deferred tax asset before valuation allowance $7,208  $7,230 
Valuation allowance  (7,208)  (7,230)
Net deferred tax asset $-  $- 

 

 
-17-

 

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

U.S. dollars in thousands (except share data)

 

NOTE 8:TAXES ON INCOME (Cont.)

 

As of March 31, 2022, the Company has provided valuation allowances of $7,208 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.

 

Available carryforward tax losses:

 

As of March 31, 2022, Viewbix Israel incurred operating losses in Israel of approximately $14,263 which may be carried forward and offset against taxable income in the future for an indefinite period.

 

As of March 31, 2022 the Company generated net operating losses in the U.S. of approximately $18,705 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.

 

Loss from continuing operations, before taxes on income, consists of the following:

 SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME

  For the three months 
  ended March 31 
  2021  2022 
       
USA $93  $27 
Israel  76   53 
  $169  $80 

 

 
-18-

 

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

U.S. dollars in thousands (except share data)

 

NOTE 9:LOSS PER SHARE-BASIC AND DILUTED

 

Composition:

 SCHEDULE OF LOSS PER SHARE-BASIC AND DILUTED

  2022  2021 
  

For the three months ended

March 31

 
  2022  2021 
  Unaudited 
       
Basic and diluted:        
         
Net loss attributable to ordinary stockholders  169   80 
         
Weighted-average ordinary shares  34,753,669   34,753,669 
         
Loss per share-basic and diluted  0.005   0.002 

 

 

NOTE 10:COVID-19 PANDEMIC IMPLICATIONS

 

The COVID-19 pandemic which originated in China in late 2019, has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide, placed constraints on the operations of businesses, decreased consumer mobility and activity, and caused significant economic volatility in the United States, Israel and international capital markets. The COVID-19 pandemic has caused an economic recession, high unemployment rates and other disruptions, both in the United States, Israel and the rest of the world. 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. The COVID-19 pandemic has not yet currently adversely affected our business, however, it is not possible at this time to estimate the full impact that the COVID-19 pandemic, 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.

 

NOTE 11:SUBSEQUENT EVENTS

 

Gix Merger

 

On December 5, 2021, the Company entered into the Merger Agreement with Gix Media and Merger Sub, pursuant to which, following the Gix Merger, and upon satisfaction of additional closing conditions, Merger Sub will merge with and into Gix Media, with Gix Media being the surviving entity and wholly-owned subsidiary of the Company. As of the March 31, 2022 (“Reporting Date”), the closing conditions of the Merger Agreement have not been fulfilled yet.

 

Subject to the terms and conditions of the Merger Agreement, at the Merger Effective Date (as defined in the Merger Agreement) all outstanding ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) will be converted into shares of Common Stock, such that immediately following the Gix Merger, holders of Gix Media Shares will hold 90% of the Company’s capital stock on a fully diluted basis. The Merger Agreement contains customary representations, warranties and covenants made by each of the Company, Gix Media and Merger Sub.

 

On December 21, 2021, the shareholders of each of Gix Media and Merger Sub approved the Merger Agreement. Consummation of the Gix Merger is subject to certain additional closing conditions, including, among other things, (i) the Company filing an amendment to its certificate of incorporation to change the Company’s name to “Gix Media, Inc.”, (ii) obtaining approval from certain third parties, including the approval of Bank Leumi due to certain liens registered in its favor against ordinary shares of Gix Media; (iii) conversion of the Company’s outstanding convertible instruments into restricted shares of Common Stock and (iv) obtaining a tax pre-ruling from the Israeli Tax Authority relating to the Agreement.

 

Reverse Stock Split

 

In connection with the Gix Merger, on February 13, 2022, the requisite majority of the Company’s stockholders approved certain amendments to the Company’s certificate of incorporation, including, but not limited to (i) a name change from “Viewbix Inc.” to “Gix Media, Inc.”, (ii) a reverse stock split of the Company’s common Stock at a ratio of 1-for-28 (the “Planned Reverse Split”), (iii) a staggered board structure, and (iv) certain other provisions therein. Pursuant to the Planned Reverse Stock Split, each twenty-eight (28) shares of the Company’s common stock will be automatically converted, without any further action by the stockholders, into one share of the Company’s common stock. No fractional shares will be issued as the result of the reverse stock split. Instead, each stockholder will be entitled to receive one share of common stock in lieu of the fractional share that would have resulted from the reverse stock split.

 

The Company intends to effect the foregoing amended and restated certificate of incorporation upon the closing of the Gix Merger, thus, as of the Reporting Date the Planned Reverse Stock Split has not been effected.

 

 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

 

Special Note Regarding Forward-Looking Statements

 

The following management’s discussion and analysis section should be read in conjunction with the Company’s unaudited financial statements as of March 31, 2022 and 2021, and the related statements of comprehensive loss, statement of changes in stockholders’ equity (deficit) and statements of cash flows for the three months then ended, and the related notes thereto contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”).

 

Forward-Looking Statements

 

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

 

the short-term and long-term implications caused by our recent cost reduction efforts, including, but not limited to, our growing inability to secure and maintain customers on the basis of insufficient capital resources;
  
sustained turnover of key management;
  
our history of recurring losses and negative cash flows from operating activities, significant future commitments and the uncertainty regarding the adequacy of our liquidity to pursue our complete business objectives, and substantial doubt regarding our ability to continue as a going concern;
  
our need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult to obtain and could dilute out stockholders’ ownership interests;
  
the impact of the COVID-19 pandemic on our business plan and the global economy;
  
our ability to adequately protect our intellectual property; and
  
entry of new competitors and products and potential technological obsolescence of our products.

 

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with which may cause our actual results to differ from those anticipated in our forward-looking statements. For a discussion of these and other risks that relate to our business and investing in our common stock, you should carefully review the risks and uncertainties described in this Quarterly Report on Form 10-Q, and those contained in section captioned “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2022 (the “Annual Report”). The Company’s actual results could differ materially from those contemplated in these forward-looking statements as a result of these factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.

 

 
-20-

 

Overview and background

 

Viewbix Inc. (f/k/a Virtual Crypto Technologies, Inc., f/k/a Emerald Medical Applications Corp.) (the “Registrant” or the “Company”) is an interactive video technology and data platform that provides its clients with deep insights into their video marketing performance as well as the effectiveness of its messaging.

 

Recent Developments

 

Merger with Gix Media Ltd.

 

On December 5, 2021, the Company entered into a certain Agreement and Plan of Merger (the “Merger Agreement”) with Gix Media Ltd., an Israeli company and the majority-owned subsidiary of Gix Internet Ltd. (“Parent Company”), in the field of MarTech (Marketing Technology) solutions, primarily search and content monetization (“Gix Media”) and Vmedia Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, following the Merger (as defined herein), and upon satisfaction of additional closing conditions, Merger Sub will merge with and into Gix Media, with Gix Media being the surviving entity and wholly-owned subsidiary of the Company (the “Gix Merger”).

 

Subject to the terms and conditions of the Merger Agreement, at the Merger Effective Date (as defined in the Merger Agreement) all outstanding ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) will be converted into shares of Common Stock, such that immediately following the Gix Merger, holders of Gix Media Shares will hold 90% of the Company’s capital stock on a fully diluted basis. The Merger Agreement also contains customary representations, warranties and covenants made by each of the Company, Gix Media and Merger Sub.

 

Following the Gix Merger, the board of directors of the Company is expected to consist of six (6) directors and will be comprised of four (4) new directors to be appointed by Gix Media, who will join the Company’s two currently-serving directors, Amihay Hadad and Alon Dayan.

 

On December 21, 2021, the shareholders of each of Gix Media and Merger Sub approved the Merger Agreement. Consummation of the Gix Merger is subject to certain additional closing conditions, including, among other things, (i) the Company filing an amendment to its certificate of incorporation to change the Company’s name to “Gix Media, Inc.”, (ii) obtaining approval from certain third parties, including the approval of Bank Leumi due to certain liens registered in its favor against ordinary shares of Gix Media; (iii) conversion of the Company’s outstanding convertible instruments into restricted shares of Common Stock and (iv) obtaining a tax pre-ruling from the Israeli Tax Authority relating to the Agreement.

 

In connection with Gix Merger, on February 13, 2022, the requisite majority of the Company’s stockholders approved certain amendments to the Company’s certificate of incorporation, including, but not limited to (i) a name change from “Viewbix Inc.” to “Gix Media, Inc.”, (ii) a reverse stock split of the Company’s common Stock at a ratio of 1-for-28 (the “Planned Reverse Split”), (iii) a staggered board structure, and (iv) certain other provisions therein. The Company intends to effect the foregoing amended and restated certificate of incorporation upon the closing of the Gix Merger. Additionally, on February 25, 2022, the Company filed a Schedule 14C Information Statement with the SEC, whereby it reported the foregoing approvals by the requisite majority of the Company’s stockholders.

  

Results of Operations

 

Results of Operations During the Three Months Ended March 31, 2022 as Compared to the Three Months Ended March 31, 2021

 

Our revenues were $1 thousand for the three months ended March 31, 2022, compared to $8 thousand during the three months ended March 31, 2021. The reason for the decrease during the three months ended March 31, 2022 is due to the Company’s cost-reduction measures that were initially implemented beginning on January 1, 2021.

 

 
-21-

 

Our research and development expenses were $14 thousand for the three months ended March 31, 2022, which is a slight decrease as compared to $16 thousand during the three months ended March 31, 2021.

 

Our selling and marketing expenses were $0 thousand for the three months ended March 31, 2022, which is a slight decrease as compared to $2 thousand during the three months ended March 31, 2021.

 

Our general and administrative expenses were $68 thousand for the three months ended March 31, 2022, slight increase as compared to the $63 thousand for the three months ended March 31, 2021.

 

Our other expenses were $13 thousand for the three months ended March 31, 2022, compared to $0 thousand during the three months ended March 31, 2021. Our other expenses are due to expenses in connection with the Merger Agreement.

 

Our net financial expenses were $75 thousand for the three months ended March 31, 2022, compared to net financial income of $7 thousand during the three months ended March 31, 2021. The reason for the increase during the three months ended March 31, 2022 is due to certain financial expenses in connection with the loan to the Parent Company, which was signed during the quarter ended December 31, 2021.

 

Liquidity and Capital Resources

 

As of March 31, 2022, we had current assets of $115 thousand consisting of $57 thousand in cash and cash equivalents, $9 thousand in trade receivables, $21 thousand in other accounts receivables and $28 thousand in prepaid expenses.

 

As of March 31, 2022, we had $2,564 thousand in current liabilities consisting of $16 in trade payables, $239 in other accounts payable and accrued liabilities, $69 in short term loans and a loan to the Parent Company in the amount of $2,240.

 

As of December 31, 2021, we had current assets of $156 thousand consisting of $74 thousand in cash and cash equivalents, $8 thousand in trade receivables, $30 thousand in other accounts receivables and $44 thousand in prepaid expenses. As of December 31, 2021, we had $2,436 thousand in current liabilities consisting of $9 in trade payables, $242 in other accounts payable and accrued liabilities, $69 in short term loans, and a loan to the Parent Company in the amount of $2,116.

 

We had a negative working capital of $2,449 thousand and $2,280 thousand as of March 31, 2022 and December 31, 2021, respectively.

 

There are no limitations in the Company’s Certificate of Incorporation on the Company’s ability to borrow funds or raise funds through the issuance of shares of its common stock to affect a business combination. The Company’s limited resources and lack of having cash-generating business operations may make it difficult to borrow funds or raise capital. The Company’s limitations to borrow funds or raise funds through the issuance of restricted capital stock required to effect or facilitate a business combination may have a material adverse effect on the Company’s financial condition and future prospects, including the ability to complete a business combination.

 

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

 

 
-22-

 

Going Concern

 

The Company has incurred $169 in net losses for the three months ended March 31, 2022, and $80 in net loss for the three months ended March 31, 2021. The Company has $2,449 stockholders’ deficit as of March 31, 2022 and $2,158 in total stockholders’ deficit as of March 31, 2021. 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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required for smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of March 31, 2022, the Company’s chief executive officer and chief financial officer, which is currently the same individual, conducted an evaluation (the “Evaluation”) regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the Evaluation, as required by Rules 13a-15 or 15d-15, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were ineffective as of the end of March 31, 2022, and pursuant to the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) because of certain material weaknesses.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
-23-

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 1A. RISK FACTORS

 

There have been no material changes from the information set forth in “Item 1A. Risk Factors” in the Form 10-K filed with the SEC on March 17, 2022.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

(a) The following documents are filed as exhibits to this Quarterly Report or incorporated by reference herein.

 

Exhibit

Number

 Description
   
31.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
   
32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
101 SCH Inline XBRL Taxonomy Extension Schema Document
   
101 CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
   
101 DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
   
101 LAB Inline XBRL Taxonomy Extension Label Linkbase Document
   
101 PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
   
104* Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
   
* Filed herewith.
   
** Furnished herewith.


 

 
-24-

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 VIEWBIX INC.
   
 By:/s/ Amihay Hadad
 Name:Amihay Hadad
 Title:Chief Executive Officer and Chief Financial Officer
Date: May 16, 2022 (Principal Executive Officer and Principal Financial Officer)