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].

(Exact name of registrant as specified in its charter) As filed with the Securities and Exchange Commission on June 20, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VIEWBIX INC. (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 6770 68-0080601 (I.R.S. Employer Identification No.) 3 Hanehoshet St, Building B, 7th ...

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VIEWBIX INC. (Exact name of registrant as specified in its charter) As filed with the Securities and Exchange Commission on May 14, 2025 Registration No. 333-281143 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 3 Hanehoshet St, Building B, 7th floor Tel Aviv, Israel 6971068 +972-9774-1505 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code ...