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 ...

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].

VIEWBIX INC. As filed with the Securities and Exchange Commission on March 24, 2025 Registration No. 333-281143 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) (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 Haneh ...

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].