Cover
Cover | 3 Months Ended |
Mar. 31, 2022shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Mar. 31, 2022 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 000-15746 |
Entity Registrant Name | VIEWBIX INC. |
Entity Central Index Key | 0000797542 |
Entity Tax Identification Number | 68-0080601 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 11 Derech Menachem Begin Street |
Entity Address, City or Town | Ramat Gan |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 5268104 |
City Area Code | +972 |
Local Phone Number | 9-774-1505 |
Title of 12(b) Security | Common Stock, Par Value $0.0001 |
Trading Symbol | VBIX |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 34,753,669 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
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 |
CURRENT LIABILITIES | ||
Trade payables | 16 | 9 |
Other accounts payables and accrued liabilities | 239 | 242 |
Parent company loan | 2,240 | 2,116 |
Short term loan | 69 | 69 |
Total current liabilities | 2,564 | 2,436 |
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 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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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, 2022 | Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
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 | (75) | (7) |
Loss before tax | 169 | 80 |
Taxes on income | ||
Net loss | $ 169 | $ 80 |
Loss per share - basic and diluted | $ 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 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value 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) | ||
Ending balance, value at Mar. 31, 2021 | $ 3 | 13,073 | (15,234) | (2,158) |
Balance, shares at Mar. 31, 2021 | 34,753,669 | |||
Beginning balance, value at Dec. 31, 2021 | $ 3 | 13,257 | (15,540) | (2,280) |
Balance, shares at Dec. 31, 2021 | 34,753,669 | |||
Net loss for the period | (169) | (169) | ||
Ending balance, value at Mar. 31, 2022 | $ 3 | $ 13,257 | $ (15,709) | $ (2,449) |
Balance, shares at Mar. 31, 2022 | 34,753,669 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 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 |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
GENERAL | 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 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. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE. 1 GENERAL (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 0.01 30,000 69,000 8 552,000 0.01 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). VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE. 1 GENERAL (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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE. 2 SUMMARY 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. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
OTHER ACCOUNTS PAYABLE AND ACCR
OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 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 |
PARENT COMPANY LOAN
PARENT COMPANY LOAN | 3 Months Ended |
Mar. 31, 2022 | |
Parent Company Loan | |
PARENT COMPANY LOAN | 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 From the closing date, the actual of the expenses incurred by Gix that related to the Company will be charged to the Company. No 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”). 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. |
SHORT TERM LOAN
SHORT TERM LOAN | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SHORT TERM 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 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | 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 0.01 30,000 8 552,000 0.01 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 50,000 38,095 142,857 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
FINANCIAL EXPENSES, NET
FINANCIAL EXPENSES, NET | 3 Months Ended |
Mar. 31, 2022 | |
Financial Expenses Net | |
FINANCIAL EXPENSES, NET | 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 |
TAXES ON INCOME
TAXES ON INCOME | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | 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. 23 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 As of 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 $ - $ - 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 Available carryforward tax losses: As of March 31, 2022, Viewbix Israel incurred operating losses in Israel of approximately $ 14,263 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. 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 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
LOSS PER SHARE-BASIC AND DILUTE
LOSS PER SHARE-BASIC AND DILUTED | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE-BASIC AND DILUTED | 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 |
COVID-19 PANDEMIC IMPLICATIONS
COVID-19 PANDEMIC IMPLICATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
COVID-19 PANDEMIC IMPLICATIONS | 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 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. |
OTHER ACCOUNTS PAYABLE AND AC_2
OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 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 |
PARENT COMPANY LOAN (Tables)
PARENT COMPANY LOAN (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Parent Company Loan | |
SCHEDULE OF PAYABLE TO PARENT COMPANY | SCHEDULE OF PAYABLE TO PARENT COMPANY As of March 31 As of December 31 2022 2021 Gix – Company Loan $ 2,240 $ 2,116 |
SHORT TERM LOAN (Tables)
SHORT TERM LOAN (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: 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 |
SCHEDULE OF COMPOSITION OF SHORT TERM LOAN | 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 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
SUMMARY OF OUTSTANDING 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 |
FINANCIAL EXPENSES, NET (Tables
FINANCIAL EXPENSES, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Financial Expenses Net | |
SCHEDULE OF FINANCIAL EXPENSES, NET | 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 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF 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 As of 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 $ - $ - |
SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME | 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 |
LOSS PER SHARE-BASIC AND DILU_2
LOSS PER SHARE-BASIC AND DILUTED (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF LOSS PER SHARE-BASIC AND DILUTED | 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 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) $ / shares in Units, ₪ in Thousands, $ in Thousands | Dec. 18, 2020USD ($)$ / sharesshares | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 27, 2020USD ($) | Jan. 27, 2020ILS (₪) | Feb. 07, 2019 |
Net Income (Loss) Attributable to Parent | $ 169 | $ 80 | ||||||
Stockholders' Equity Attributable to Parent | 2,449 | 2,158 | $ 2,280 | $ 2,078 | ||||
Net Cash Provided by (Used in) Operating Activities | $ 17 | $ 14 | ||||||
Share Exchange Agreement [Member] | Viewbix Ltd [Member] | ||||||||
Ownership percentage | 99.83% | |||||||
Stock Subscription Agreement [Member] | Investor [Member] | ||||||||
Number of share issued | shares | 3,000,000 | |||||||
Sale of stock, price per share | $ / shares | $ 0.01 | |||||||
Stock issued during period value | $ 30,000 | |||||||
Loan Agreement [Member] | Investor [Member] | ||||||||
Number of share issued | shares | 552,000 | |||||||
Sale of stock, price per share | $ / shares | $ 0.01 | |||||||
Debt instrument, face amount | $ 69,000 | |||||||
Debt instrument interest rate | 8.00% | |||||||
Virtual Crypto Israel [Member] | ||||||||
Due to related party | $ 14,459 | ₪ 50,000 |
SCHEDULE OF OTHER ACCOUNTS PAYA
SCHEDULE OF OTHER ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Other payables | $ 47 | $ 47 |
Accrued liabilities | 192 | 195 |
Total other accounts payables | $ 239 | $ 242 |
SCHEDULE OF PAYABLE TO PARENT C
SCHEDULE OF PAYABLE TO PARENT COMPANY (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Parent Company Loan | ||
Gix – Company Loan | $ 2,240 | $ 2,116 |
PARENT COMPANY LOAN (Details Na
PARENT COMPANY LOAN (Details Narrative) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | |
Payable to parent company | $ 2,240 | $ 2,116 |
Gix Loan [Member] | ||
Debt Instrument, Fair Value Disclosure | 2,172 | $ 2,116 |
Adjusted fair value and carring value of loan | $ 184 | |
Gix Ltd [Member] | ||
Operations costs incurred, percentage | 0.50 | |
Payable to parent company | $ 0 |
SCHEDULE OF FAIR VALUE DISTRIBU
SCHEDULE OF FAIR VALUE DISTRIBUTION OF LIABILITY AND EQUITY COMPONENTS (Details) $ in Thousands | Dec. 18, 2020USD ($) |
Short-Term Debt [Line Items] | |
Fair Value | $ 109,200 |
Percentage of fair value | 100.00% |
Allocated amount | $ 99,586 |
Loan [Member] | |
Short-Term Debt [Line Items] | |
Fair Value | $ 55,200 |
Percentage of fair value | 49.45% |
Allocated amount | $ 49,246 |
Shares [Member] | |
Short-Term Debt [Line Items] | |
Fair Value | $ 54,000 |
Percentage of fair value | 50.55% |
Allocated amount | $ 50,340 |
SCHEDULE OF COMPOSITION OF SHOR
SCHEDULE OF COMPOSITION OF SHORT TERM LOAN (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 18, 2020 |
Debt Disclosure [Abstract] | |||
Principal amount | $ 69 | ||
Discount on Short term loan | (19) | ||
Short term loan, Net | $ 69 | $ 69 | $ 50 |
SHORT TERM LOAN (Details Narrat
SHORT TERM LOAN (Details Narrative) $ / shares in Units, $ in Thousands | Dec. 18, 2020USD ($)$ / sharesshares |
Loan And Stock Subscription Agreement [Member] | Investor [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt Instrument, Face Amount | $ 69 |
Loan And Stock Subscription Agreement [Member] | Investors [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Stock Issued During Period, Shares, New Issues | shares | 552,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.01 |
Debt Instrument, Unamortized Discount | $ 19 |
Stock Subscription Agreement [Member] | Investor [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock Issued During Period, Shares, New Issues | shares | 3,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.01 |
Stock Subscription Agreement [Member] | Investors [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Proceeds from Issuance of Common Stock | $ 31 |
SUMMARY OF OUTSTANDING WARRANTS
SUMMARY OF OUTSTANDING WARRANTS (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Class J Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants | 3,649,318 |
Warrant Term | July 2029 |
Exercise Price | $ / shares | $ 0.48 |
Exercisable | 3,649,318 |
Class K Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants | 3,649,318 |
Warrant Term | July 2029 |
Exercise Price | $ / shares | $ 0.80 |
Exercisable | 3,649,318 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 18, 2020 | Mar. 31, 2022 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common stock, voting rights | 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. | ||
Class H Warrants [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of warrants expired during period | 50,000 | ||
Class I Warrants [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of warrants expired during period | 38,095 | ||
Class G Warrants [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of warrants expired during period | 142,857 | ||
Gix Ltd [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of restricted common stock shares issued | 1,642,193 | ||
Stock Subscription Agreement [Member] | Investor [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of share issued | 3,000,000 | ||
Sale of stock, price per share | $ 0.01 | ||
Stock issued during period value | $ 30,000 | ||
Loan Agreement [Member] | Investor [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of share issued | 552,000 | ||
Sale of stock, price per share | $ 0.01 | ||
Debt instrument interest rate | 8.00% |
SCHEDULE OF FINANCIAL EXPENSES,
SCHEDULE OF FINANCIAL EXPENSES, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Line of Credit Facility [Line Items] | ||
Financial (expenses) income, net | $ 75 | $ 7 |
Exchange Rate Differences [Member] | ||
Line of Credit Facility [Line Items] | ||
Financial (expenses) income, net | 6 | (1) |
Interest On Loans [Member] | ||
Line of Credit Facility [Line Items] | ||
Financial (expenses) income, net | 69 | 4 |
Other [Member] | ||
Line of Credit Facility [Line Items] | ||
Financial (expenses) income, net | $ 4 |
SCHEDULE OF DEFERRED INCOME TAX
SCHEDULE OF DEFERRED INCOME TAXES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
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 |
SCHEDULE OF LOSS (INCOME) FROM
SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Total loss before taxes on income | $ 169 | $ 80 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total loss before taxes on income | 93 | 27 |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total loss before taxes on income | $ 76 | $ 53 |
TAXES ON INCOME (Details Narrat
TAXES ON INCOME (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
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.Viewbix Israel and Israeli subsidiaries are taxed according to Israeli tax laws. | ||
Valuation allowances, deferred tax assets | $ 7,208 | ||
Operating loss carryforwards | $ 32,968 | $ 33,055 | |
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax examination description | Net operating losses in the U.S. are available through 2035. | ||
UNITED STATES | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 18,705 | ||
Viewbix Israel [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 14,263 | ||
Israel Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Corporate tax rate | 23.00% | 23.00% | 23.00% |
SCHEDULE OF LOSS PER SHARE-BASI
SCHEDULE OF LOSS PER SHARE-BASIC AND DILUTED (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
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 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Feb. 13, 2022 |
Subsequent Events [Abstract] | |
Stockholders' Equity, Reverse Stock Split | a reverse stock split of the Company’s common Stock at a ratio of 1-for-28 (the “Planned Reverse Split”) |