Financial Performance - Revenues for the three months ended March 31, 2025, were $2,733 thousand, a decrease of 72.7% compared to $10,002 thousand in the same period in 2024 [191]. - Revenues from the Content Platform decreased to $2,204 thousand, down 70.8% from $7,530 thousand in the prior year, primarily due to the Cortex Adverse Effect [192]. - Revenues from Gix Media's Search Platform totaled $529 thousand, a decrease of 78.6% compared to $2,472 thousand during the same period in the prior year [193]. - The number of search referrals to Gix Major Customer from the direct model dropped to 6.3 million, down 74.6% from 24.7 million in the prior year [194]. - Traffic-acquisition costs were $2,323 thousand, a decrease of 64.1% compared to $8,215 thousand in the same period in the prior year [196]. - Research and development expenses decreased to $147 thousand, down 80.1% from $730 thousand in the prior year [197]. - Selling and marketing expenses decreased to $216 thousand, down 67.2% from $658 thousand in the prior year [198]. - General and administrative expenses were $253 thousand, a decrease of 61.5% compared to $656 thousand in the prior year [199]. - The company experienced a negative cash flow from operating activities of $409 thousand, compared to a positive cash flow of $107 thousand in the prior year [210]. Corporate Actions - The company approved a one-for-four reverse stock split effective March 14, 2025, resulting in a reduction of outstanding shares [165]. - Gix Media has a financing agreement with Bank Leumi for a line of credit up to $3.5 million and a long-term loan totaling $6 million, with repayment schedules deferred until certain conditions are met [182]. - The company completed the acquisition of Metagramm Software Ltd. on March 24, 2025, issuing 1,323,000 shares, representing 19.99% of its capital stock [183]. - The company plans to effect an Uplist and has submitted an application to Nasdaq, which may provide additional funds if successful [219]. Business Strategy and Operations - Cortex's Content Platform has shifted focus to a new business model directing searches through content to Google's search platform, enhancing revenue generation [178]. - The company is actively seeking to expand its digital advertising operations through its Search and Content Platforms, powered by Gix Media and Cortex [169]. - The company is facing uncertainties regarding its ability to meet debt obligations and the potential impact of insolvency proceedings on its business [171]. - The company has experienced challenges in retaining programmatic advertisers, impacting cash flow and liquidity needs [166]. - The company is subject to risks related to political and economic instability in Israel, which may affect its operations [171]. Financial Obligations - Gix Media owes approximately $260,000 to a primary service provider, leading to a petition for insolvency proceedings filed on March 27, 2025 [180].

Revenue Performance - Revenues for the year ended December 31, 2024, were $26,941 thousand, a decrease of 66.1% compared to $79,613 thousand for the year ended December 31, 2023[329]. - Revenues from Cortex's Content Platform were $21,972 thousand for the year ended December 31, 2024, a decrease of 62.9% compared to $59,144 thousand during the year ended December 31, 2023[330]. - Revenues from Gix Media's Search Platform totaled $4,969 thousand for the year ended December 31, 2024, representing a decrease of 75.8% compared to $20,469 thousand for the year ended December 31, 2023[331]. - The company experienced a decrease in revenues from digital content and search segments due to various factors, including a reduction in advertising budgets and changes in internet browsers[358]. - Total revenues for the year ended December 31, 2024, were $26,941,000, a decrease of 66.2% compared to $79,613,000 in 2023[394]. Expenses and Losses - Traffic acquisition and related costs for the year ended December 31, 2024, were $21,987 thousand, a decrease of 68.8% compared to $70,451 thousand for the year ended December 31, 2023[334]. - Research and development expenses for the year ended December 31, 2024, were $1,879 thousand, a decrease of 34.9% compared to $2,893 thousand for the year ended December 31, 2023[335]. - Sales and marketing expenses for the year ended December 31, 2024, were $1,641 thousand, a decrease of 41.4% compared to $2,805 thousand for the year ended December 31, 2023[336]. - General and administration expenses for the year ended December 31, 2024, were $2,268 thousand, a decrease of 21.2% compared to $2,877 thousand for the year ended December 31, 2023[337]. - For the year ended December 31, 2024, the company recorded an operating loss of $11,555 thousand compared to $7,442 thousand in 2023, and a net loss of $14,106 thousand compared to $8,687 thousand in 2023[359]. - Operating loss increased to $11,555,000 in 2024 from $7,472,000 in 2023, reflecting a higher cost structure[394]. - Net loss attributable to shareholders of Viewbix Inc. was $12,053,000 in 2024, compared to $7,323,000 in 2023, representing a 64.5% increase[394]. - The net loss for the year ended December 31, 2024, was $14,106 thousand, compared to a net loss of $8,687 thousand in 2023, representing a 62.5% increase in losses[406]. - The company recorded an operating loss of $11,555 thousand for 2024, up from an operating loss of $7,472 thousand in 2023, indicating a 54.7% increase in operating losses[433]. Goodwill and Impairment - A goodwill impairment loss of $7,675 thousand was recorded during the year ended December 31, 2024, compared to $5,107 thousand during the year ended December 31, 2023[340]. - A goodwill impairment loss of $7,675 thousand was recorded for the Content Platform reporting unit as of December 31, 2024[368]. - Goodwill impairment increased to $7,675,000 in 2024 from $5,107,000 in 2023, indicating ongoing challenges in asset valuation[394]. - Goodwill impairment amounted to $7,675 thousand in 2024, compared to $5,107 thousand in 2023, reflecting a 50.3% increase due to adverse effects in the digital content segment[432]. - The carrying amount of the digital content reporting unit's goodwill after impairment charges was $3,500 thousand[382]. Cash Flow and Assets - The company had positive cash flow from operations of $1,543 thousand for the year ended December 31, 2024, compared to $934 thousand during the year ended December 31, 2023[350]. - As of December 31, 2024, the company had current assets of $7,752 thousand, a decrease from $17,805 thousand as of December 31, 2023[343]. - Total current assets decreased to $7,752,000 in 2024 from $17,805,000 in 2023, a decline of 56.5%[388]. - Total assets fell to $22,074,000 in 2024, down 48.9% from $43,282,000 in 2023[388]. - The company had cash and cash equivalents of $624 thousand as of December 31, 2024, down from $1,923 thousand at the end of 2023, indicating a decrease of 67.6%[433]. Financial Position and Compliance - As of December 31, 2024, the company had cash and cash equivalents of $624 thousand, bank loans of $5,528 thousand, and an accumulated deficit of $22,714 thousand[359]. - Current liabilities decreased to $12,929,000 in 2024 from $19,773,000 in 2023, a reduction of 34.7%[391]. - Shareholders' equity attributed to Viewbix Inc. decreased to $5,771,000 in 2024 from $14,818,000 in 2023, a decline of 61.1%[391]. - The company is in compliance with the financial covenant in connection with the Financing Agreement as of December 31, 2024[356]. - There is significant uncertainty regarding the company's ability to continue as a going concern due to declining revenues and cash flows[374]. Strategic Plans and Future Outlook - The company plans to uplist its common stock to a national securities exchange to secure additional funding[360]. - Management's plans to address financial challenges include reducing salaries and operating expenses, cutting professional services, and forming new partnerships[360]. - The company raised $887 thousand through private placements and facility agreements from June to August 2024[360]. - The ongoing conflict in Israel has indirectly affected the company's operations and profitability due to workforce availability issues[428]. - The company plans to uplist its shares to a national securities exchange, which is expected to provide additional funding[437]. Accounting and Financial Reporting - The Company generates revenues from internet user traffic, with revenue recognition measured under ASC 606, excluding VAT[458][459]. - Traffic acquisition costs are expensed as incurred, primarily consisting of fees paid to suppliers for internet traffic sources[461]. - Research and development costs are charged to income as incurred, with no internal-use software development costs capitalized in 2023 and 2024[462][466]. - The Company evaluates its accounts receivable and establishes an allowance for credit losses based on credit conditions and historical experience[447]. - Goodwill is tested for impairment annually at December 31, with the impairment test comparing the fair value of the reporting unit to its carrying value[479][481]. - Intangible assets with finite useful lives are amortized over their estimated useful lives, with customer relations amortized at 14.3% and technology at 16.7%-22.2%[484]. - The Company accounts for business combinations under ASC 805, recognizing assets acquired and liabilities assumed at fair value on the acquisition date[476]. - The Company uses its incremental borrowing rate to determine the present value of lease payments for operating leases[452]. - The Company does not recognize operating lease assets and liabilities for leases with terms shorter than 12 months[454]. - The Company evaluates its financial instruments to determine if they qualify as derivatives under ASC Topic 815[487]. - The Company recognized a share-based compensation expense of $130,000 for the year ended December 31, 2024, compared to $73,000 for the year ended December 31, 2023, reflecting an increase in compensation costs[509]. - As of December 31, 2024, the Company reported total property and equipment, net of $27,000, down from $245,000 as of December 31, 2023, primarily due to accumulated depreciation of $437,000[509]. - The Company recorded an impairment loss of $7,675,000 for goodwill as of December 31, 2024, driven by decreased cash flow projections[518]. - The total cost of goodwill and intangible assets decreased from $29,961,000 as of December 31, 2023, to $22,286,000 as of December 31, 2024, following the impairment[516]. - The Company’s accumulated amortization for intangible assets increased to $8,155,000 as of December 31, 2024, from $5,273,000 as of December 31, 2023[516]. - The Company’s total other current assets increased to $1,257,000 as of December 31, 2024, compared to $771,000 as of December 31, 2023[506]. - The Company recognized a capital loss of $46,000 in other expenses due to the early termination of a lease agreement[513]. - The Company’s leasehold improvements were fully depreciated and disposed of during the year ended December 31, 2024, due to the termination of Gix Media's lease agreement[509]. - The Company’s depreciation expenses totaled $130,000 for the year ended December 31, 2024, compared to $73,000 for the year ended December 31, 2023[509]. - The Company is evaluating the potential impacts of new accounting standards on its consolidated financial statements, including ASU 2023-09 and ASU 2024-03[499][503].

Financial Agreements and Capital Raising - The Company reported a loan agreement on November 15, 2023, providing an aggregate amount of $480,000, which may increase to $1,000,000 at the lenders' discretion, with a 9% annual interest rate[158]. - The June 2024 Credit Facility amounts to $1 million, with an additional $530,657 of outstanding debt, and has a term expiring 12 months after the agreement date[160]. - The June 2024 Credit Facility accrues interest at a rate of 12% per annum, with the first year's interest paid in shares at a conversion rate of $0.25 per share[162]. - The Company plans to convert $662,957 of the June 2024 Loan Amount into shares at a conversion rate of $0.25 per share following the effectiveness of the Uplist[163]. - The company entered into a $2.5 million credit facility agreement on July 22, 2024, with a lender, which includes a drawdown schedule and a 12% annual interest rate[174]. - A private placement closed on July 3, 2024, raising gross proceeds of $256,875 through the sale of 1,027,500 shares and warrants to purchase up to 1,541,250 shares at an exercise price of $0.25[171][169]. - The company submitted an application to uplist to Nasdaq on September 13, 2024, with no assurance of approval[168]. - The First July 2024 Facility Loan Amount will be available until the completion of a $2.0 million financing transaction or the 36-month anniversary of the agreement[175]. - The Second July 2024 Facility Loan Amount of $3.0 million will remain available until the completion of a $2.5 million financing transaction or the 40-month anniversary of the agreement[181][182]. - The company agreed to pay a one-time fee of 500,000 shares and a warrant to purchase 1,000,000 shares in connection with the First July 2024 Credit Facility[179]. - The company filed a registration statement with the SEC on July 31, 2024, to register shares related to the June 2024 Credit Facility and the Private Placement[167][172][187]. - The company entered into a Securities Exchange Agreement on July 31, 2024, to exchange shares with Metagramm Software Ltd., pending customary closing conditions[188]. Revenue and Financial Performance - Revenues for the three months ended September 30, 2024, were $6,281 thousand, a decrease of 60% compared to $15,715 thousand in the same period in the prior year[199]. - Revenues from Cortex's Content Platform for the nine months ended September 30, 2024, were $19,240 thousand, down 59% from $47,138 thousand during the same period in the prior year, primarily due to the Cortex Adverse Effect[210]. - Gix Media's Search Platform revenues for the three months ended September 30, 2024, were $789 thousand, a decrease of 86% compared to $5,641 thousand in the same period last year[201]. - Total revenues for the nine months ended September 30, 2024, were $23,616 thousand, a decrease of 63% compared to $63,731 thousand during the same period in the prior year[209]. Expenses and Financial Metrics - Traffic-acquisition costs for the three months ended September 30, 2024, were $5,145 thousand, down 63% from $14,526 thousand during the same period in the prior year[202]. - Research and development expenses for the three months ended September 30, 2024, were $338 thousand, a decrease of 52% compared to $700 thousand in the same period last year[203]. - Selling and marketing expenses for the three months ended September 30, 2024, decreased to $329 thousand, down 52% from $680 thousand during the same period in the prior year[204]. - General and administrative expenses for the three months ended September 30, 2024, were $435 thousand, a decrease of 40% compared to $727 thousand in the same period last year[205]. - General and administrative expenses decreased to $1,737 thousand for the nine months ended September 30, 2024, from $2,119 thousand in the same period last year, primarily due to reductions in salaries and professional services[215]. - Depreciation and amortization expenses increased to $2,282 thousand for the nine months ended September 30, 2024, compared to $2,202 thousand during the same period in the prior year[216]. - A goodwill impairment loss of $4,739 thousand was recorded for the nine months ended September 30, 2024, compared to $0 in the same period last year, related to the Content Platform[217]. - Net financial expenses rose to $2,755 thousand for the nine months ended September 30, 2024, from $691 thousand in the prior year, mainly due to financing expenses from financial instruments[218]. - Net financial income for the three months ended September 30, 2024, was $152 thousand, compared to net financial expenses of $260 thousand during the same period in the prior year[207]. Assets and Liabilities - Current assets as of September 30, 2024, totaled $12,894 thousand, including $1,405 thousand in cash and cash equivalents and $6,091 thousand in accounts receivable[220]. - Current liabilities as of September 30, 2024, amounted to $16,931 thousand, with $9,970 thousand in accounts payable and $5,081 thousand in short-term loans[222]. - The company experienced a negative working capital of $4,037 thousand as of September 30, 2024, compared to a negative working capital of $1,968 thousand as of December 31, 2023[226]. - Positive cash flow from operating activities for the nine months ended September 30, 2024, was $1,990 thousand, resulting from a net loss of $10,069 thousand and positive adjustments of $9,093 thousand[227]. Strategic Focus and Risks - The Company has reduced operations in its Video Advertising Platform due to failure to meet sales targets, focusing instead on its Search and Content Platforms[148]. - Gix Media's Search Platform generates revenue by referring user traffic to search engines, with payments based on the revenue received from advertisers[152]. - Cortex's Content Platform produces and markets content in various languages, generating revenue from advertisements displayed alongside the content[155]. - The Company is focused on expanding its digital advertising operations through technological solutions that optimize online campaigns[149]. - The Company is subject to risks including the demand for digital advertising and potential competition from established internet and technology companies[145]. - The Company is exploring additional capital raising options to meet future business requirements, which may dilute shareholders' ownership interests[145]. Future Plans - The company anticipates the reincorporation in Nevada will take effect in the first quarter of 2025, pending approval from the Israeli Tax Authority and FINRA[196]. - The company plans to pursue an Uplist to Nasdaq, which is expected to provide additional funds if successful[234].

Financial Performance - Revenues for the three months ended June 30, 2024, were $7,333 thousand, a decrease of 73% compared to $27,154 thousand during the same period in the prior year [187]. - Revenues from Cortex's Content Platform were $6,218 thousand for the three months ended June 30, 2024, a decrease of 70.5% from $21,312 thousand in the prior year, primarily due to the Cortex Adverse Effect [188]. - Revenues from Gix Media's Search Platform were $1,115 thousand for the three months ended June 30, 2024, a decrease of 80.7% from $5,842 thousand in the prior year, attributed to reduced search referrals and decreased credit lines from partners [189]. - Total revenues for the six months ended June 30, 2024, were $17,335 thousand, a decrease of 64.1% from $48,016 thousand in the prior year [198]. - Revenues from Cortex's Content Platform for the six months ended June 30, 2024, were $13,748 thousand, a decrease of 63% from $37,064 thousand in the prior year [199]. - Positive cash flow from operating activities for the six months ended June 30, 2024, was $1,456 thousand, resulting from a net loss of $9,374 thousand and positive adjustments of $8,761 thousand [216]. - The company experienced a decline in revenues from digital content and search segments, raising substantial doubts about its ability to continue as a going concern during the next 12 months [221][222]. Expenses and Financial Position - Selling and marketing expenses were $1,111 thousand for the six months ended June 30, 2024, a decrease of 22.7% from $1,438 thousand in the prior year [203]. - General and administrative expenses were $1,302 thousand for the six months ended June 30, 2024, a slight decrease from $1,392 thousand in the prior year [204]. - Research and development expenses were $1,262 thousand for the six months ended June 30, 2024, down 16.6% from $1,513 thousand in the prior year [202]. - Net financial expenses rose to $2,907 thousand for the six months ended June 30, 2024, up from $431 thousand in the prior year, mainly due to financing expenses from the June 2024 Credit Facility [207]. - Current assets as of June 30, 2024, totaled $11,362 thousand, including $609 thousand in cash and cash equivalents and $6,073 thousand in accounts receivable [209]. - Current liabilities as of June 30, 2024, amounted to $15,502 thousand, with $8,797 thousand in accounts payable and $4,439 thousand in short-term loans [211]. - The company reported a negative working capital of $4,140 thousand as of June 30, 2024, compared to a negative working capital of $1,968 thousand as of December 31, 2023 [215]. Financing Activities - The Company entered into a Loan Agreement on November 15, 2023, providing $480,000, potentially increasing to $1,000,000, with a 9% annual interest rate [143]. - The June 2024 Credit Facility amounts to $1 million, with an additional $530,657 of outstanding debt included, and a 12% annual interest rate [145]. - The First July 2024 Credit Facility provides a $2.5 million loan with a 12% annual interest rate, with a drawdown schedule including $50,000 upon effectiveness and $200,000 quarterly thereafter [158][161]. - The Second July 2024 Credit Facility offers a $3.0 million loan, also at a 12% interest rate, with an initial drawdown of $80,000 and subsequent monthly drawdowns until exhausted [165][168]. - The company is required to file a registration statement with the SEC for the resale of shares related to both the First and Second July 2024 Credit Facilities, filed on July 31, 2024 [164][171]. Shareholder Actions - The Company approved a one-for-four consolidation of its share capital, pending FINRA approval [129]. - A reverse stock split of 1-for-4 was executed, reducing the outstanding shares from 18,839,686 to approximately 4,709,922 shares, effective July 15, 2024 [174]. - The Company issued 2023 Warrants to lenders, allowing them to purchase shares at an exercise price of $0.50, expiring on December 31, 2025 [144]. - The June 2024 Facility Warrants are exercisable at $0.25 per share, with a three-year term from issuance [149]. - The June 2024 Lead Lender Fee Warrant was adjusted to an exercise price of $0.118, allowing for the issuance of 21,186,440 shares, totaling an aggregate exercise amount of $2.5 million [151]. - The Private Placement closed on July 3, 2024, raising gross proceeds of $256,875 from the sale of 1,027,500 shares and warrants for an additional 1,541,250 shares at a price of $0.25 per unit [155]. - The company issued 480,000 shares of common stock as partial compensation to consultants under new consulting agreements [173]. Strategic Initiatives and Risks - The Company aims to expand its digital advertising operations through its subsidiaries, focusing on ad search and digital content [134]. - The Company anticipates potential risks from competition, technological obsolescence, and geopolitical conditions affecting operations [130]. - The Company has a substantial doubt regarding its ability to continue as a going concern, necessitating additional capital [130]. - Management's response to financial challenges included salary reductions, operational expense cuts, and the creation of new partnerships to generate income [223]. - Gix Media is in compliance with financial covenants related to the Financing Agreement as of June 30, 2024 [220].

Financial Performance - Revenues for the three months ended March 31, 2024, were $10,002 thousand, a decrease of 52% compared to $20,862 thousand in the same period in 2023[123] - Revenues from Cortex's Content Platform decreased to $7,530 thousand, down $8,222 thousand from $15,752 thousand year-over-year, attributed to reduced user traffic and a decline in advertising budgets[124] - Revenues from Gix Media's Search Platform were $2,472 thousand, a decrease of $2,638 thousand from $5,110 thousand in the prior year, primarily due to changes in internet browser technology affecting search referrals[125] - Traffic-acquisition costs were $8,215 thousand, down $9,766 thousand from $17,981 thousand in the same period last year, reflecting the revenue decline[126] - Research and development expenses were $730 thousand, slightly down from $796 thousand year-over-year[127] Operational Changes - Viewbix reported a significant reduction in operations and sales team size due to failure to meet predetermined sales targets set in January 2020[95] - The company is implementing cost-cutting measures, including a reduction in headcount, to mitigate financial challenges[106] - Management plans to reduce operating expenses and seek additional liquidity to ensure continued operations amid revenue declines[146] Business Developments - The company expanded its digital advertising operations through subsidiaries Gix Media and Cortex, focusing on ad search and digital content platforms[96] - Cortex's recent developments have negatively impacted its business, with a significant customer halting advertising on Cortex's websites, which is expected to significantly reduce future revenue streams[105] - A debt restructuring program was agreed upon with the bank, increasing Cortex's credit facility to 80% of customer balances (up to $2 million) and Gix Media's monthly revolving credit facilities by $300,000[106] - Gix Media acquired 70% of Cortex for approximately $11 million, with plans to acquire the remaining 30% in tranches based on performance metrics[115] - The integration of Gix Media's technology aims to enhance growth potential in search and content monetization[113] - The Reorganization Transaction with Gix Media was completed on September 19, 2022, resulting in Gix Media becoming a wholly-owned subsidiary[110] Financial Position - The company had current assets of $12,805 thousand as of March 31, 2024, including $1,284 thousand in cash and cash equivalents[132] - Current liabilities totaled $15,900 thousand, with $8,407 thousand in accounts payable and $6,422 thousand in short-term loans[134] - The company reported a negative working capital of $5,220 thousand as of March 31, 2024, compared to a negative working capital of $1,968 thousand at the end of 2023[138] - The company is party to a $480,000 loan agreement with a 9% annual interest rate, repayable over two years starting January 1, 2024[143] Market Risks - The company is facing risks related to the demand for digital advertising and potential technological obsolescence of its platforms[93]

Revenue Performance - Revenues for the year ended December 31, 2023, were $79,613 thousand, a decrease of 17.6% compared to $96,603 thousand for the year ended December 31, 2022[280]. - Revenues from Cortex's Content Platform were $59,144 thousand for the year ended December 31, 2023, down 19.9% from $73,857 thousand in 2022, primarily due to decreased user traffic acquisition from Third-Party Platforms[281]. - Revenues from Gix Media's Search Platform were $20,469 thousand for the year ended December 31, 2023, a decrease of 10% from $22,746 thousand in 2022, attributed to reduced search referrals from strategic partners[282]. Cost Management - Traffic acquisition costs for the year ended December 31, 2023, were $70,451 thousand, down 15.1% from $83,011 thousand in 2022, due to decreased user traffic acquisition[283]. - Research and development costs for the year ended December 31, 2023, were $2,893 thousand, a decrease of 11.2% compared to $3,255 thousand in 2022[284]. - Sales and marketing expenses increased to $2,805 thousand for the year ended December 31, 2023, up 13.1% from $2,479 thousand in 2022, due to increased content and salaries[285]. - General and administration expenses rose to $2,877 thousand for the year ended December 31, 2023, an increase of 33.4% from $2,157 thousand in 2022, driven by expanded management team costs[286]. Impairment and Financial Health - A goodwill impairment loss of $5,107 thousand was recorded in 2023, compared to $0 in 2022, related to the Content Platform[288]. - A goodwill impairment loss of $5,107 thousand was recorded for the Content Platform reporting unit as of December 31, 2023[317]. - As of December 31, 2023, current assets totaled $17,805 thousand, a decrease from $29,841 thousand as of December 31, 2022[292]. - Positive cash flow from operations for the year ended December 31, 2023, was $934 thousand, down from $3,237 thousand in 2022, primarily due to a net loss of $8,687 thousand[299]. - As of December 31, 2023, Gix Media had cash and cash equivalents of $1,774 thousand and a working capital deficit of $1,968 thousand[308]. - Gix Media's short-term and long-term bank loans amounted to $9,070 thousand, with non-compliance to financial debt covenants for the year ended December 31, 2023[308]. - There is significant uncertainty regarding the company's ability to continue as a going concern due to financial conditions[310]. Financing and Future Plans - Gix Media's debt to EBITDA ratio is required to not exceed 2.4 for the first two years of the Financing Agreement, extended to June 30, 2024, and thereafter not exceed 1.75[307]. - Management plans to reduce operating expenses and create new revenue sources while negotiating loan terms to ensure liquidity[309]. - Gix Media's financing strategies may include issuing equity or debt securities, which could affect the trading price of its common stock[311]. - The company has received a waiver from Leumi regarding its financial covenant failure until April 16, 2024, under certain conditions[307]. - The company experienced a decrease in user traffic from third-party advertising platforms, impacting revenue negatively[308].

Revenue Performance - Revenues for the three months ended September 30, 2023, were $15,715 thousand, a decrease of 31% compared to $22,778 thousand during the same period in the prior year[117]. - Revenues from Cortex's Content Platform were $10,074 thousand, down $7,002 thousand from $17,076 thousand in the same period last year, primarily due to decreased user traffic acquisition from Third-Party Platforms[118]. - Revenues from Gix Media's Search Platform were $5,641 thousand, a slight decrease from $5,702 thousand during the same period in the prior year[119]. - Revenues for the nine months ended September 30, 2023, were $63,731 thousand, a decrease from $66,115 thousand during the same period in the prior year[128]. - Revenues from Cortex's Content Platform were $47,138 thousand for the nine months ended September 30, 2023, down from $48,515 thousand in the prior year[128]. - Revenues from Gix Media's Search Platform decreased to $16,593 thousand for the nine months ended September 30, 2023, from $17,600 thousand in the prior year, attributed to a decrease in search referrals[129]. Expenses - Traffic-acquisition and related costs were $14,526 thousand, a decrease of $5,121 thousand compared to $19,647 thousand during the same period in the prior year[120]. - Research and development expenses were $700 thousand, down from $804 thousand in the same period last year, due to reduced expenses in the Search Platform[121]. - Selling and marketing expenses increased to $680 thousand, a slight increase from $628 thousand during the same period in the prior year[122]. - General and administrative expenses increased to $727 thousand for the three months ended September 30, 2023, compared to $450 thousand during the same period in the prior year, primarily due to increased salary and related costs following the Reorganization Transaction with Gix Media[123]. - Selling and marketing expenses increased to $2,118 thousand for the nine months ended September 30, 2023, up from $1,853 thousand in the prior year, due to increased content and salaries[132]. - Research and development expenses decreased to $2,213 thousand for the nine months ended September 30, 2023, from $2,445 thousand in the prior year, primarily due to reduced expenses in the Search Platform[131]. Financial Position - As of September 30, 2023, current assets totaled $18,752 thousand, including $2,550 thousand in cash and cash equivalents[138]. - As of September 30, 2023, current liabilities amounted to $20,605 thousand, consisting of $11,742 thousand in accounts payable and $7,879 thousand in short-term loans[140]. - The company reported a negative cash flow from operating activities of $276 thousand for the three months ended September 30, 2023, resulting from a net loss of $1,781 thousand[145]. - Net financial expenses decreased to $691 thousand for the nine months ended September 30, 2023, compared to $1,374 thousand in the prior year, mainly due to a decrease in financial expenses related to the USD to NIS exchange rate[136]. Strategic Developments - The Company is integrating Gix Media's technology to expand growth potential in search and content monetization[111]. - Gix Media acquired 70% of Cortex Media Group Ltd. for approximately $11 million, with plans to acquire the remaining 30% in tranches over three years[113]. - The Company adopted a reverse stock split of 1-for-28 effective August 31, 2022, impacting share amounts presented in the report[112]. Risks - The Company faces risks including competition, technological obsolescence, and geopolitical conditions affecting operations in Israel[95].

Revenue Performance - Revenues for the three months ended June 30, 2023, were $27,154 thousand, an increase of 9.8% compared to $22,902 thousand in the same period last year [100]. - Revenues from Cortex's Content Platform increased to $21,312 thousand, up 25.1% from $17,040 thousand year-over-year, driven by operational growth and increased content in multiple languages [102]. - Revenues from Gix Media's Search Platform slightly decreased to $5,842 thousand, down 0.3% from $5,862 thousand in the prior year [103]. - For the six months ended June 30, 2023, total revenues were $48,016 thousand, an increase of 10.5% from $43,337 thousand in the same period last year [112]. - Cortex's Content Platform revenues for the six months reached $37,064 thousand, up 17.9% from $31,439 thousand year-over-year, attributed to increased reader traffic and content expansion [113]. - Gix Media's Search Platform revenues decreased to $10,952 thousand, down 7.9% from $11,898 thousand, due to reduced search referrals from strategic partners [114]. Expenses - Traffic-acquisition costs rose to $24,050 thousand, an increase of 22.4% compared to $19,650 thousand during the same period last year [104]. - General and administrative expenses increased to $688 thousand, up 108.5% from $329 thousand year-over-year, primarily due to increased salaries and professional services following the Reorganization Transaction [107]. - Traffic-acquisition and related costs increased to $42,031 thousand for the six months ended June 30, 2023, up $4,766 thousand from $37,265 thousand in the same period last year [115]. - Research and development expenses decreased to $1,513 thousand for the six months ended June 30, 2023, down from $1,641 thousand during the same period last year [116]. - Selling and marketing expenses rose to $1,438 thousand for the six months ended June 30, 2023, an increase of $213 thousand compared to $1,225 thousand in the prior year [117]. - General and administrative expenses increased to $1,392 thousand for the six months ended June 30, 2023, up $516 thousand from $876 thousand in the same period last year [118]. - Depreciation and amortization expenses increased to $1,468 thousand for the six months ended June 30, 2023, compared to $1,315 thousand during the same period last year [119]. Financial Performance - Net financial expenses decreased to $246 thousand, down 66.5% from $736 thousand in the same period last year, mainly due to reduced financial expenses related to currency exchange rates [110]. - Net financial expenses decreased to $431 thousand for the six months ended June 30, 2023, down from $1,073 thousand in the prior year [121]. - Income tax expenses were $87 thousand, compared to a tax benefit of $23 thousand in the prior year, reflecting a shift from previous tax benefits recorded by Gix Media [111]. - Income tax expenses increased to $171 thousand for the six months ended June 30, 2023, compared to $8 thousand during the same period last year [122]. Assets and Liabilities - Current assets as of June 30, 2023, totaled $26,283 thousand, including $3,304 thousand in cash and cash equivalents [123]. - Current liabilities as of June 30, 2023, amounted to $26,592 thousand, with $17,345 thousand in accounts payable [125]. Cash Flow - Positive cash flow from operating activities for the six months ended June 30, 2023, was $1,015 thousand, resulting from a net loss of $428 thousand and $1,402 thousand from positive adjustments [131].

Revenue Performance - Revenues for the three months ended March 31, 2023, were $20,862 thousand, a slight increase from $20,435 thousand in the same period last year[109]. - Revenues from Cortex's Content Platform increased to $15,752 thousand, up $1,353 thousand from $14,399 thousand year-over-year, driven by operational growth and increased digital content[110]. - Revenues from Gix Media's Search Platform decreased to $5,110 thousand, down $926 thousand from $6,036 thousand year-over-year, primarily due to reduced search referrals[111]. Expenses - Traffic-acquisition and related costs rose to $17,981 thousand, compared to $17,615 thousand in the prior year, attributed to increased revenues from the Content Platform[112]. - Research and development expenses decreased to $796 thousand from $848 thousand year-over-year, reflecting reduced expenses in the Search Platform[113]. - Selling and marketing expenses increased to $723 thousand, up from $620 thousand in the prior year, due to higher costs associated with content displayed on Cortex Websites[114]. - General and administrative expenses rose to $704 thousand from $547 thousand year-over-year, driven by increased salary and professional service costs following the Reorganization Transaction[115]. - Depreciation and amortization expenses increased to $734 thousand from $586 thousand, reflecting the historical cost of intangible assets post-Reorganization Transaction[116]. Financial Position - Current assets as of March 31, 2023, totaled $21,971 thousand, down from $29,841 thousand as of December 31, 2022, with cash and cash equivalents decreasing from $4,196 thousand to $1,771 thousand[119][123]. - Current liabilities increased to $22,223 thousand as of March 31, 2023, from $28,522 thousand as of December 31, 2022, with accounts payable rising from $19,782 thousand to $14,056 thousand[121][125]. - Non-current assets as of March 31, 2023, were $33,016 thousand, slightly down from $33,854 thousand as of December 31, 2022[120][124]. - Non-current liabilities increased to $5,805 thousand as of March 31, 2023, from $5,274 thousand as of December 31, 2022[122][126]. - The company had a negative working capital of $252 thousand as of March 31, 2023, compared to positive working capital of $1,319 thousand as of December 31, 2022[126]. Cash Flow - Positive cash flow from operating activities was $12 thousand for the three months ended March 31, 2023, compared to negative cash flow of $1,950 thousand in the same period last year[127][128]. Financial Obligations - Net financial expenses decreased to $185 thousand for the three months ended March 31, 2023, from $337 thousand in the same period last year, primarily due to a decrease in expenses related to the USD to NIS exchange rate[117]. - Tax expenses increased to $84 thousand for the three months ended March 31, 2023, compared to a tax income of $31 thousand in the prior year, attributed to an increase in income before tax[118]. - Gix Media is in compliance with financial covenants under the Financing Agreement, with a debt to EBITDA ratio not exceeding 2.4 for the first two years[133]. - The company has fully repaid the outstanding principal amount of $69,000 to investors as of the date of the quarterly report[130]. Strategic Initiatives - The Company aims to integrate Gix Media's technology to enhance growth potential in search and content monetization[105]. - Gix Media acquired 70% of Cortex Media Group Ltd. for approximately $11 million, with plans to acquire the remaining shares in tranches through 2025[107].

Financial Performance - Revenues for the year ended December 31, 2022, were $96,603 thousand, a 114% increase from $45,224 thousand in 2021, primarily due to the full-year inclusion of Cortex's financial results following its acquisition [244]. - Traffic acquisition and related costs for 2022 were $83,011 thousand, up 121% from $37,442 thousand in 2021, reflecting the same reason of Cortex's full-year financial results inclusion [245]. - Research and development costs increased to $3,255 thousand in 2022 from $2,369 thousand in 2021, attributed to the inclusion of Cortex's financial statements [246]. - Net financial expense for 2022 was $1,456 thousand, compared to net financial income of $140 thousand in 2021, mainly due to increased interest rates and expenses related to the Financing Agreement [251]. Cash Flow - Positive cash flow from operations for 2022 was $3,237 thousand, driven by a net income of $1,117 thousand and positive adjustments to operating activities [262]. - Negative cash flow from investing activities was $74 thousand in 2022, significantly reduced from $10,765 thousand in 2021, primarily due to the Cortex Acquisition [264]. - Negative cash flow from financing activities in 2022 was $4,224 thousand, mainly due to repayment of long-term loans and dividends paid to non-controlling interests [265]. Assets and Liabilities - As of December 31, 2022, current assets totaled $29,841 thousand, with cash and cash equivalents at $4,196 thousand, while current liabilities were $28,522 thousand, resulting in positive working capital of $1,319 thousand [254][261]. Financing and Debt - Gix Media's financial covenants under the Financing Agreement require a debt to EBITDA ratio not to exceed 2.4 in the first two years and 1.75 in the following two years, with compliance as of December 31, 2022 [271]. - The company may seek additional financing through equity or convertible debt, which could adversely affect the trading price of its common stock [272]. - Adverse conditions in financial markets could hinder future financing efforts, potentially leading to unexpected costs and cash requirements [272]. Acquisitions and Valuation - The Cortex Acquisition involved a payment of NIS 35 million (approximately $11 million) for 70% of the share capital, with an obligation to acquire the remaining shares [242]. - The company allocates purchase prices of acquired assets based on estimated fair values, with residual amounts recorded as goodwill [275]. - Significant estimates and assumptions are required for the valuation of intangible assets, including discount rates and future cash flows [275].