Core Viewpoint - Viewbix Inc. is set to acquire Quantum X Labs, which has developed a groundbreaking quantum computing technology that enhances clinical trial methodologies, potentially transforming the pharmaceutical and drug discovery markets [4][5]. Group 1: Acquisition Details - Viewbix has signed a definitive agreement to acquire up to 100% (and not less than 85%) of Quantum X Labs, which includes its expanding patent portfolio [5]. - The acquisition is expected to close within 90 days from December 15, 2025, pending due diligence and regulatory approvals [5]. Group 2: Technological Advancements - Quantum X Labs has filed a provisional patent for a technology that improves Markov Chain Monte Carlo methods using quantum computing, allowing for more efficient sampling from complex probability distributions [2]. - The new methodology aims to reveal hidden biological structures and dependencies in clinical data, enabling better identification of patient clusters and treatment responses with potentially fewer samples than traditional methods [3]. Group 3: Market Implications - The advancements from Quantum X Labs could convert underpowered clinical trial datasets into robust mechanistic evidence, enhancing the success rates of personalized medicine [4]. - As quantum computing technology matures, it positions Viewbix to capture significant value in the pharmaceutical sector by reducing trial costs and timelines [4].

Core Viewpoint - Viewbix Inc. has entered into a definitive share purchase agreement to acquire up to 100% and not less than 85% of Quantum X Labs Ltd.'s share capital, which includes Quantum's proprietary intellectual property portfolio and innovative patents related to AI-Quantum Error Correction [1][3]. Group 1: Acquisition Details - The acquisition will include Quantum's four portfolio companies, each focusing on different quantum segments such as transportation, drug discovery, and security [2]. - Quantum's intellectual property includes a patent for quantum error correction, which can reduce computational overhead by up to 50% compared to traditional methods, thus supporting scalable fault-tolerant quantum computing [3]. - The completion of the acquisition is expected within 90 calendar days, subject to final due diligence, regulatory approvals, and the approval of Viewbix's stockholders [5]. Group 2: Financial Considerations - At closing, Viewbix will issue shares of its common stock and pre-funded warrants representing up to approximately 40% of the Company's issued and outstanding capital stock as of the date of the Definitive Agreement [9]. - Additional consideration of up to approximately 25% of the Company's issued and outstanding capital stock may be issued upon Quantum achieving certain milestones post-closing [9]. Group 3: Company Background - Viewbix operates in the field of digital advertising through subsidiaries Gix Media Ltd. and Metagramm Software Ltd., focusing on automation and optimization of internet campaigns and grammatical error correction software [7].

Financial Performance - Revenues for the three months ended September 30, 2025, were $2,717 thousand, a decrease of 57.7% compared to $6,281 thousand during the same period in 2024 [259]. - Revenues from Cortex's content platform were $2,371 thousand for the three months ended September 30, 2025, down 56.8% from $5,492 thousand in the prior year, primarily due to the Cortex Adverse Effect [260]. - Revenues from Gix Media's Search Platform were $342 thousand for the three months ended September 30, 2025, a decrease of 56.7% compared to $789 thousand during the same period in the prior year [261]. - Revenues for the nine months ended September 30, 2025, were $7,731 thousand, a decrease of 67.24% compared to $23,616 thousand during the same period in the prior year [271]. - Revenues from Cortex's content platform were $6,486 thousand, down 66.34% from $19,240 thousand in the prior year, primarily due to the Cortex Adverse Effect [272]. - Revenues from Gix Media's Search Platform were $1,225 thousand, a decrease of 71.94% compared to $4,376 thousand in the prior year, attributed to reduced search referrals and credit line decreases from partners [273]. Expenses and Financial Metrics - Traffic-acquisition and related costs were $2,133 thousand for the three months ended September 30, 2025, down 58.8% from $5,145 thousand in the prior year [262]. - Research and development expenses decreased to $115 thousand for the three months ended September 30, 2025, compared to $338 thousand during the same period in 2024 [263]. - Selling and marketing expenses decreased to $173 thousand for the three months ended September 30, 2025, down 47.4% from $329 thousand in the prior year [264]. - General and administrative expenses increased to $619 thousand for the three months ended September 30, 2025, up 42.3% from $435 thousand during the same period in 2024 [265]. - An intangible assets and goodwill impairment loss of $2,375 thousand was recorded during the three months ended September 30, 2025, compared to $0 in the same period in 2024 [267]. - Net financial expenses were $668 thousand for the three months ended September 30, 2025, compared to $152 thousand net financial income during the same period in the prior year [269]. - Traffic-acquisition costs were $6,336 thousand, down 64.73% from $19,214 thousand in the prior year, reflecting decreased revenues from both platforms [274]. - Research and development expenses were $387 thousand, a significant decrease of 75.83% from $1,600 thousand in the prior year, due to expense reductions in both platforms [275]. - Selling and marketing expenses were $579 thousand, down 59.83% from $1,440 thousand in the prior year, primarily due to salary reductions [276]. - General and administrative expenses were $1,448 thousand, a decrease of 16.67% from $1,737 thousand in the prior year, mainly due to salary and professional service reductions [277]. - Net financial expenses increased to $11,193 thousand from $2,755 thousand in the prior year, primarily due to financing expenses from facility agreements [281]. - The company reported a negative cash flow from operating activities of $2,551 thousand for the nine months ended September 30, 2025, compared to a positive cash flow of $1,990 thousand in the prior year [291]. Corporate Actions and Acquisitions - The Company completed the sale of Cortex for a total consideration of $800,000, which includes $200,000 in cash and $600,000 in preferred shares [233]. - The Company entered into a non-binding term sheet to acquire 100% of Quantum X Labs Ltd., potentially issuing 40% of its capital stock in exchange [235]. - The Quantum Acquisition may involve additional shares issuance based on achieving specific development milestones [236]. - The Private Placement Offering involves the sale of 800,000 shares of common stock at a price of $3.75 per share, expected to close in December 2025 [239]. - The Common Warrants associated with the Private Placement will have an exercise price of $5.625 per share and will expire five years from the issuance date [241]. - Aggregate gross proceeds from the July 2025 Private Placement were approximately $4.5 million, before deducting fees and expenses [250]. - The company raised gross proceeds of $4.5 million from a private placement on July 14, 2025, and expects approximately $3.0 million from a subsequent private placement in November 2025 [301]. Operational Focus - As of September 30, 2025, the Company operates primarily through Gix Media's Search Platform, focusing on digital advertising operations [223]. - The Search Platform generates revenue based on the amount received from Search Engines for user traffic referrals, rather than from advertisement revenue itself [227]. - The Company is focused on developing AI and NLP solutions through its subsidiary Metagramm, which offers a writing tool called "Bubbl" [226]. - The Company faces risks related to cash flow generation and the ability to meet debt obligations, raising concerns about its going concern status [221]. - The Company is subject to a two-year non-compete and non-solicitation covenant following the sale of Cortex [234].

Core Viewpoint - Viewbix Inc. has signed an updated non-binding term sheet with Quantum X Labs, refining the terms of a strategic acquisition that includes performance-based earn-outs potentially reaching up to 65% of the company's issued and outstanding capital stock [1][3]. Group 1: Acquisition Terms - The revised terms reduce Viewbix's initial equity issuance to 40% of its post-closing issued and outstanding capital stock, which includes a PIPE financing of $3 million [2]. - Additional shares may be issued based on performance milestones, with a maximum of 65% of the company's capital stock being allocated for this purpose [3][7]. - The completion of the acquisition is contingent upon final due diligence, execution of definitive agreements, regulatory approvals, and stockholder approval [3][4]. Group 2: Company Strategy and Positioning - The CEO of Viewbix emphasized that the refined structure aligns incentives with performance and enhances shareholder value while leveraging Quantum's technology [4]. - Viewbix is advancing its transformation strategy, having recently divested Cortex Media Group and secured $3 million in financing, expected to close in December 2025 [4]. Group 3: Company Overview - Viewbix operates in digital advertising through subsidiaries Gix Media Ltd. and Metagramm Software Ltd., focusing on automation and optimization of internet campaigns and grammatical error correction software [5].

Core Insights - Viewbix Inc. has completed the strategic sale of its major digital content subsidiary, Cortex Media Group Ltd., to Pro Sportority, a subsidiary of Minute Media Inc., which specializes in sports content and technology [1][2] - This sale aligns with Viewbix's strategy to expand beyond its legacy digital advertising operations and focus on high-growth sectors, particularly in quantum computing and advanced computational technologies [2] Company Overview - Viewbix operates in the digital advertising field through subsidiaries Gix Media Ltd. and Metagramm Software Ltd., providing technological solutions for internet campaign automation, optimization, and monetization [4] - Gix Media focuses on acquiring and routing internet user traffic, while Metagramm develops AI-driven grammatical error correction software [4] - Viewbix's tools enhance profitability for advertisers and website owners by optimizing advertising campaigns [5] Transaction Details - Further details regarding the sale of Cortex will be disclosed in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission [3]

Core Insights - Several companies have experienced significant stock price declines due to various underlying factors, reflecting the volatile nature of the market [1][7] Company Summaries - Biohaven Ltd. (NYSE:BHVN) saw its stock price decrease to $8.47, marking a drop of approximately 39.26% following an FDA rejection, leading to cuts in research and development spending [2][8] - Cheer Holding, Inc. (NASDAQ:CHR) experienced a stock price decline to $0.08, a decrease of around 36.69%, after announcing a $15 million registered direct offering, indicating a strategic shift [3][8] - Shineco, Inc. (NASDAQ:SISI) witnessed a dramatic stock price fall to $0.27, approximately 57.80%, despite announcing an $8.7 million technology deal and a major alliance in Singapore [4][8] - Viewbix Inc. (NASDAQ:VBIX) saw its stock price decrease to $1.96, reflecting a decline of about 43.19%, while entering into a $3 million private placement, suggesting potential investor confidence [5] - WF International Limited (NASDAQ:WXM) experienced a stock price drop to $1.08, a decline of approximately 57.78%, with a follow-on public offering priced at $3.44 million [6]

Core Viewpoint - Monteverde & Associates PC is investigating Viewbix Inc. regarding its merger with Quantum X Labs Ltd., where Quantum shareholders will own approximately 65% of the new entity, raising questions about the fairness of the deal [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has successfully recovered millions for shareholders [1]. - The firm is located in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Legal Services - The firm has a successful track record in trial and appellate courts, including the U.S. Supreme Court, indicating its capability in handling significant legal cases [2]. - The firm encourages shareholders with concerns regarding the merger to reach out for additional information at no cost [3].

Core View - Viewbix Inc. has entered into definitive agreements for the purchase and sale of approximately $3.0 million shares of common stock and pre-funded warrants, priced at a premium to the closing price on November 4, 2025 [1][5] Group 1: Transaction Details - The company will issue an aggregate of 800,000 units and pre-funded units, with common units priced at $3.75 per unit and pre-funded units priced similarly minus the pre-funded warrant exercise price of $0.0001 [3] - Each unit consists of one share of common stock and one common warrant exercisable at $5.625 per share, with a term of 5 years from issuance [3] - The closing of the private placement is expected in December 2025, subject to customary closing conditions and stockholder approval [4] Group 2: Use of Proceeds - Aggregate gross proceeds are expected to be approximately $3.0 million before deducting fees and expenses, with net proceeds intended for general corporate purposes, working capital, and debt repayment [5] Group 3: Company Overview - Viewbix operates in digital advertising through subsidiaries Gix Media Ltd. and Cortex Media Group Ltd., focusing on search and digital content [8] - The company develops technological software solutions for automating, optimizing, and monetizing internet campaigns, aimed at acquiring and routing user traffic [8]

Core Viewpoint - Viewbix Inc. has signed a non-binding term sheet for the acquisition of Quantum X Labs Ltd., which will significantly enhance its capabilities in quantum computing and AI technologies [1][2]. Company Overview - Viewbix operates in the digital advertising sector through subsidiaries Gix Media Ltd. and Cortex Media Group Ltd., focusing on search and digital content activities [5]. - The company develops technological software solutions for automating, optimizing, and monetizing internet campaigns, aiming to drive user traffic to its clients [5]. Acquisition Details - The acquisition will involve Viewbix acquiring 100% of Quantum X Labs' issued and outstanding share capital in exchange for shares of Viewbix's common stock and pre-funded warrants [2]. - The securities issued to Quantum X Labs' shareholders will represent 65% of Viewbix's total post-closing issued and outstanding share capital, which includes a concurrent PIPE financing of $3 million [2]. - The closing of the acquisition is anticipated in December 2025, pending due diligence, definitive agreements, regulatory approvals, and stockholder approval [4]. Quantum X Labs Profile - Quantum X Labs is a leading company in quantum computing and AI, focusing on quantum algorithmics and quantum physics [3]. - The company is recognized for its commitment to creating and retaining quantum innovations across various industries, supported by a diverse ecosystem of subsidiaries developing unique, patent-protected solutions [3].

Financial Performance - Revenues for the three months ended June 30, 2025, were $2,281 thousand, a decrease of 68.8% compared to $7,333 thousand during the same period in the prior year [229]. - Revenues from Cortex's Content Platform were $1,911 thousand for the three months ended June 30, 2025, down 69.3% from $6,218 thousand in the prior year, primarily due to the Cortex Adverse Effect [230]. - Revenues from Gix Media's Search Platform were $354 thousand for the three months ended June 30, 2025, a decrease of 68.3% compared to $1,115 thousand during the same period in the prior year [231]. - Traffic-acquisition and related costs were $1,880 thousand for the three months ended June 30, 2025, down 67.8% from $5,854 thousand in the prior year [232]. - Research and development expenses were $125 thousand for the three months ended June 30, 2025, a decrease of 76.5% compared to $532 thousand during the same period in the prior year [233]. - Selling and marketing expenses decreased to $190 thousand for the three months ended June 30, 2025, down 58.1% from $453 thousand in the prior year [234]. - General and administrative expenses were $576 thousand for the three months ended June 30, 2025, a decrease of 10.8% compared to $646 thousand during the same period in the prior year [235]. - A goodwill impairment loss of $3,150 thousand was recorded during the three months ended June 30, 2025, compared to $4,739 thousand in the prior year [237]. - Net financial expenses were $7,622 thousand for the three months ended June 30, 2025, an increase of 177.5% compared to $2,744 thousand during the same period in the prior year [239]. - Net financial expenses increased to $10,525 thousand for the six months ended June 30, 2025, from $2,907 thousand in the prior year, mainly due to financing expenses from facility agreements [252]. - Income tax benefit was $153 thousand for the six months ended June 30, 2025, compared to $23 thousand in the same period in the prior year [253]. - Negative cash flow from operating activities for the six months ended June 30, 2025, was $836 thousand, down from a positive cash flow of $1,456 thousand in the prior year [261]. - Positive cash flow from financing activities for the six months ended June 30, 2025, was $2,303 thousand, compared to a negative cash flow of $2,728 thousand in the same period in the prior year [265]. Company Operations and Strategy - The company’s digital advertising operations are divided into two main sectors: the Search Platform and the Content Platform, focusing on optimizing online campaigns [203]. - Cortex's Content Platform has shifted its strategy to direct searches through content to Google's search platform, enhancing revenue generation capabilities [211]. - The company has reduced its operations and sales team size due to failure to meet sales targets set in a prior recapitalization transaction [202]. - The company is facing risks related to the demand for digital advertising and the ability to attract programmatic advertisers, which could impact future cash flows [200]. - The company experienced a decrease in revenues from Content and Search Platforms due to various adverse factors, raising doubts about its ability to continue as a going concern [270][271]. - Management's response included salary reductions, operational expense cuts, and raising capital through facility agreements and a private placement, which generated $4.5 million in gross proceeds [272]. Financial Position - Current assets as of June 30, 2025, totaled $4,143 thousand, with $1,988 thousand in cash and cash equivalents [254]. - Current liabilities as of June 30, 2025, were $12,657 thousand, including $5,531 thousand in accounts payable and $5,385 thousand in short-term loans [255]. - As of June 30, 2025, the company was in compliance with financial covenants related to its financing agreements [269]. - The company’s ability to continue as a going concern is under substantial doubt, necessitating additional capital to meet future business requirements [200]. Corporate Actions - The company completed a private placement on July 11, 2025, raising approximately $4.5 million before fees, with potential additional proceeds of $4.4 million if warrants are fully exercised [212][216]. - The company’s shares began trading on The Nasdaq Capital Market under the symbol "VBIX" on June 5, 2025, after being approved for listing [217]. - A petition for insolvency proceedings against Gix Media was filed on March 27, 2025, claiming approximately $260,000 in debts, which was settled with a payment of $1.13 million on July 22, 2025 [219][220]. - The company underwent a one-for-four reverse stock split effective March 14, 2025, impacting share and per share amounts [198]. - The company is required to file a resale registration statement with the SEC for shares issued in the July 2025 Private Placement within 14 trading days [214]. - The Company completed the acquisition of Metagramm, resulting in the issuance of 1,323,000 shares, representing 19.99% of its capital stock, in exchange for 100% of Metagramm's share capital on March 24, 2025 [222]. - Other expenses for the six months ended June 30, 2025, were $544 thousand, compared to $213 thousand in other income during the same period in 2024, primarily related to the Uplist [250].