Special Note Regarding Forward-Looking Statements
The following administration’s dialogue and evaluation part ought to be learn in
conjunction with the Company’s unaudited monetary statements as of June 30,
2022 and 2021, and the associated statements of complete loss, assertion of
modifications in stockholders’ fairness (deficit) and statements of money flows for the
three months then ended, and the associated notes thereto contained on this
Quarterly Report on Form 10-Q (this “Quarterly Report”).
Forward-Looking Statements
This administration dialogue and evaluation part incorporates forward-looking
statements, comparable to statements of the Company’s plans, goals, expectations
and intentions. Any statements that aren’t statements of historic reality are
forward-looking statements. When used, the phrases “imagine,” “plan,” “intend,”
“anticipate,” “goal,” “estimate,” “count on” and the like, and/or future tense
or conditional constructions “will,” “could,” “may,” “ought to,” and so forth., or related
expressions, determine sure of those forward-looking statements. These
forward-looking statements are topic to dangers and uncertainties that would
trigger precise outcomes or occasions to vary materially from these expressed or
implied by the forward-looking statements. Forward-looking statements are based mostly
on data we’ve got when these statements are made or our administration’s good
religion perception as of that point with respect to future occasions and are topic to
dangers and uncertainties that would trigger precise efficiency or outcomes to vary
materially from these expressed in or instructed by the forward-looking
statements. Important components that would trigger such variations embrace, however are
not restricted to:
? the short-term and long-term implications attributable to our current price discount
efforts, together with, however not restricted to, our rising incapability to safe and
preserve prospects on the premise of inadequate capital assets;
? sustained turnover of key administration;
? our historical past of recurring losses and destructive money flows from working
actions, important future commitments and the uncertainty concerning the
adequacy of our liquidity to pursue our full enterprise goals, and
substantial doubt concerning our skill to proceed as a going concern;
? our want to lift extra capital to satisfy our enterprise necessities within the
future and such capital elevating could also be pricey or tough to acquire and will
dilute out stockholders’ possession pursuits;
? the affect of the COVID-19 pandemic on our marketing strategy and the worldwide
economic system;
? our skill to adequately defend our mental property; and
? entry of latest opponents and merchandise and potential technological obsolescence
of our merchandise.
The foregoing doesn’t signify an exhaustive checklist of issues that could be
coated by the forward-looking statements contained herein or threat components that
we’re confronted with which can trigger our precise outcomes to vary from these
anticipated in our forward-looking statements. For a dialogue of those and
different dangers that relate to our enterprise and investing in our widespread inventory, you
ought to rigorously evaluation the dangers and uncertainties described on this Quarterly
Report on Form 10-Q, and people contained in part captioned “Risk Factors” of
our Annual Report on Form 10-Ok for the fiscal 12 months ended December 31, 2021,
filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2022
(the “Annual Report”). The Company’s precise outcomes may differ materially from
these contemplated in these forward-looking statements because of these
components. The Company doesn’t undertake any obligation to replace forward-looking
statements to mirror occasions or circumstances occurring after the date of this
Quarterly Report.
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Overview and background
Viewbix Inc. (f/okay/a Virtual Crypto Technologies, Inc., f/okay/a Emerald Medical
Applications Corp.) (the “Registrant” or the “Company”) is an interactive video
know-how and information platform that gives its purchasers with deep insights into
their video advertising and marketing efficiency in addition to the effectiveness of its messaging.
Recent Developments
Appointments of Executive Officers and Director
On June 28, 2022, Mr. Amihay Hadad, the Company’s present chief government
officer, tendered his resignation from his place as chief monetary officer,
efficient June 28, 2022, and concurrent therewith the Company’s board of
administrators appointed Mr. Shahar Marom to function the Company’s new chief
monetary officer, efficient July 1, 2022.
On June 13, 2022, the Company’s board of administrators appointed Mr. Yoram Baumann
as a director of the Company and as chairman of the board of administrators of the
Company.
Merger with Gix Media Ltd.
On December 5, 2021, the Company entered right into a sure Agreement and Plan of
Merger (the “Merger Agreement”) with Gix Media Ltd., an Israeli firm and the
majority-owned subsidiary of Gix Internet Ltd. (“Parent Company”), within the subject
of MarTech (Marketing Technology) options, primarily search and content material
monetization (“Gix Media”) and Vmedia Merger Sub Ltd., an Israeli firm and
wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which,
following the Merger (as outlined herein), and upon satisfaction of extra
closing circumstances, Merger Sub will merge with and into Gix Media, with Gix
Media being the surviving entity and wholly-owned subsidiary of the Company (the
“Gix Merger”).
Subject to the phrases and circumstances of the Merger Agreement, on the Merger
Effective Date (as outlined within the Merger Agreement) all excellent extraordinary
shares of Gix Media, having no par worth (the “Gix Media Shares”) will probably be
transformed into shares of Common Stock, such that instantly following the Gix
Merger, holders of Gix Media Shares will maintain 90% of the Company’s capital inventory
on a completely diluted foundation. The Merger Agreement additionally incorporates customary
representations, warranties and covenants made by every of the Company, Gix Media
and Merger Sub.
Following the Gix Merger, the board of administrators of the Company is anticipated to
include six (6) administrators and will probably be comprised of three (3) new administrators to
be appointed by Gix Media, who will be a part of the Company’s three currently-serving
administrators, Yoram Baumann, Amihay Hadad and Alon Dayan.
On December 21, 2021, the shareholders of every of Gix Media and Merger Sub
permitted the Merger Agreement. Consummation of the Gix Merger is topic to
sure extra closing circumstances, together with, amongst different issues, (i) the
Company submitting an modification to its certificates of incorporation to alter the
Company’s identify to “Gix Media, Inc.”, (ii) acquiring approval from sure third
events, together with the approval of Bank Leumi as a result of sure liens registered in
its favor towards extraordinary shares of Gix Media; (iii) conversion of the
Company’s excellent convertible devices into restricted shares of Common
Stock and (iv) acquiring a tax pre-ruling from the Israeli Tax Authority (the
“ITA”) regarding the Agreement.
On June 30, 2022, Gix Media obtained a tax ruling from the ITA, which
successfully happy the foregoing situation to closing. As of June 30, 2022,
the remaining closing circumstances of the Merger Agreement haven’t been fulfilled
but.
In reference to Gix Merger, on February 13, 2022, the requisite majority of
the Company’s stockholders permitted sure amendments to the Company’s
certificates of incorporation, together with, however not restricted to (i) a reputation change
from “Viewbix Inc.” to “Gix Media, Inc.”, (ii) a reverse inventory break up of the
Company’s widespread Stock at a ratio of 1-for-28 (the “Planned Reverse Split”),
(iii) a staggered board construction, and (iv) sure different provisions therein.
The Company intends to impact the foregoing amended and restated certificates of
incorporation upon the closing of the Gix Merger. Additionally, on February 25,
2022, the Company filed a Schedule 14C Information Statement with the SEC,
whereby it reported the foregoing approvals by the requisite majority of the
Company’s stockholders.
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On May 31, 2022, the Company’s stockholders decided it was not advisable and
in the perfect curiosity of the Company to impact the identify change from “Viewbix
Inc.” to “Gix Media, Inc.” and accordingly permitted the removing of the identify
change from the contemplated amended and restated articles of incorporation to
be effected in reference to the Gix Merger.
Results of Operations
Results of Operations During the Three Months Ended June 30, 2022 as Compared to
the Three Months Ended June 30, 2021
Our revenues had been $2 thousand for the three months ended June 30, 2022, in contrast
to $17 thousand throughout the identical interval within the prior 12 months. The cause for the
lower within the three months ended June 30, 2022 is because of the truth that
starting on January 1, 2020, the Company introduced and started implementing
sure price discount measures.
Our analysis and improvement bills had been $14 thousand for the three months
ended June 30, 2022, representing a slight enhance as in comparison with $12 thousand
throughout the identical interval within the prior 12 months.
Our normal and administrative bills decreased to $70 thousand for the three
months ended June 30, 2022 as in comparison with $79 thousand throughout the identical interval in
the prior 12 months. The cause for the lower within the three months ended June 30,
2022 is principally as a result of a lower in our skilled prices.
Our different bills had been $19 thousand for the three months ended June 30, 2022,
in comparison with $0 thousand through the three months ended June 30, 2021. Our different
bills are as a result of bills in reference to the Gix Merger.
Our internet monetary bills had been $67 thousand for the three months ended June 30,
2022, in comparison with $4 thousand throughout the identical interval within the prior 12 months. The
cause for the rise through the three months ended June 30, 2022, is principally
as a result of sure monetary bills in reference to a mortgage from the Parent
Company, which was signed through the quarter ended December 31, 2021.
Our tax on revenue was $0 thousand for the three months ended June 30, 2022,
representing a slight lower as in comparison with $1 thousand throughout the identical interval
within the prior 12 months.
Results of Operations During the Six Months Ended June 30, 2022 as Compared to
the Six Months Ended June 30, 2021
Our revenues had been $3 thousand for the six months ended June 30, 2022, in contrast
to $25 thousand throughout the identical interval within the prior 12 months. The cause for the
lower within the six months ended June 30, 2022 is because of the truth that starting
on January 1, 2020, the Company introduced and started implementing sure price
discount measures.
Our analysis and improvement bills had been $28 thousand for the six months ended
June 30, 2022 and for the six months ended June 30, 2021.
Our promoting and advertising and marketing bills had been $0 thousand for the six months ended
June 30, 2022, which is a slight lower as in comparison with $2 thousand through the
identical interval within the prior 12 months.
Our normal and administrative bills had been $138 thousand for the six months
ended June 30, 2022, representing a slight lower as in comparison with $142 thousand
throughout the identical interval within the prior 12 months.
Our different bills had been $32 thousand for the six months ended June 30, 2022,
in comparison with $0 thousand through the six months ended June 30, 2021. Our different
bills are as a result of bills in reference to the Gix Merger.
-22-
Our internet monetary bills had been $142 thousand for the six months ended June 30,
2022, in comparison with $11 thousand throughout the identical interval within the prior 12 months. The
cause for the rise through the six months ended June 30, 2022 is principally due
to sure monetary bills in reference to a mortgage from the Parent Company,
which was signed through the quarter ended December 31, 2021.
Our tax on revenue was $0 thousand for the six months ended June 30, 2022,
representing a slight lower as in comparison with $1 thousand throughout the identical interval
within the prior 12 months.
Liquidity and Capital Resources
As of June 30, 2022, we had present belongings of $73 thousand consisting of $27
thousand in money and money equivalents, $9 thousand in commerce receivables, $23
thousand in different accounts receivables and $14 thousand in pay as you go bills.
As of June 30, 2022, we had $2,690 thousand in present liabilities consisting of
$14 thousand in commerce payables, $224 in different accounts payable and accrued
liabilities, $69 Short time period mortgage and $2,383 within the type of a mortgage from the
Parent Company.
As of December 31, 2021, we had present belongings of $156 thousand consisting of
$74 thousand in money and money equivalents, $30 thousand in different accounts
receivables, $8 thousand in commerce receivables and $44 thousand in pay as you go
bills. We had $2,436 thousand in present liabilities, which consisted of $242
in accounts payable and accrued liabilities, $9 in commerce payable, $2,116 within the
type of a mortgage from the Parent Company and $69 in brief time period mortgage.
We had a destructive working capital of $2,617 thousand and $2,280 thousand as of
June 30, 2022 and December 31, 2021, respectively.
During the three months ended June 30, 2022, we had destructive money move from
operations of $30 thousand, which was primarily the results of a internet lack of $168
thousand, offset by enhance in working capital of $138 thousand.
During the six months ended June 30, 2022, we had destructive money move from
operations of $47 thousand, which was primarily the results of a internet lack of $337
thousand, offset by enhance in working capital of $290 thousand.
There aren’t any limitations within the Company’s Certificate of Incorporation on the
Company’s skill to borrow funds or increase funds by way of the issuance of shares
of its widespread inventory to have an effect on a enterprise mixture. The Company’s restricted
assets and lack of getting cash-generating enterprise operations could make it
tough to borrow funds or increase capital. The Company’s limitations to borrow
funds or increase funds by way of the issuance of restricted capital inventory required
to impact or facilitate a enterprise mixture could have a cloth antagonistic
impact on the Company’s monetary situation and future prospects, together with the
skill to finish a enterprise mixture.
Until such time because the Company can generate substantial revenues, the Company
expects to finance its money wants by way of a mix of the sale of its
fairness and/or convertible debt securities, debt financing and strategic
alliances and collaborations. The Company doesn’t have any dedicated exterior
supply of funds. To the extent that the Company raises extra capital
by way of the sale of its fairness and/or convertible debt securities, the possession
curiosity of its stockholders will probably be diluted, and the phrases of those securities
could embrace liquidation or different preferences that adversely have an effect on the rights of
our widespread stockholders. Debt financing, if obtainable, could contain agreements
that embrace covenants limiting or limiting our skill to take particular
actions, comparable to incurring extra debt, making capital expenditures or
declaring dividends. To the extent that debt financing in the end proves to be
obtainable, any borrowing will topic us to numerous dangers historically
related to indebtedness, together with the dangers of rate of interest fluctuations
and insufficiency of money move to pay principal and curiosity, together with debt of
an acquired enterprise. If the Company raises funds by way of extra
collaborations or strategic alliances with third events, we could must
relinquish beneficial rights to our future income streams and/or distribution
preparations. No assurance may be provided that any future financing will probably be
obtainable or, if obtainable, that will probably be on phrases which can be passable to
the Company. If the Company is unable to lift extra funds by way of fairness
and/or debt financings when wanted or on engaging phrases, the Company could also be
required to delay, restrict, scale back or terminate the operations of some or all of
its enterprise segments.
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Going Concern:
The Company has incurred $337 in internet losses for the six months ended June 30,
2022, has $2,617 in stockholders’ deficit as of June 30, 2022 and $2,280 in
complete stockholders’ deficit as of December 31, 2021. Management expects the
Company to proceed to generate substantial working losses and to proceed to
fund its operations primarily by way of utilization of its present monetary
assets and thru extra raises of capital.
Such circumstances increase substantial doubts in regards to the Company’s skill to proceed
as a going concern. Management’s plan contains elevating funds from exterior
potential buyers. However, there isn’t a assurance such funding will probably be
obtainable to the Company or that will probably be obtained on phrases favorable to the
Company or will present the Company with ample funds to satisfy its
goals. These monetary statements don’t embrace any changes relating
to the recoverability and classification of belongings, carrying quantities or the
quantity and classification of liabilities that could be required ought to the Company
be unable to proceed as a going concern.© Edgar Online, supply Glimpses
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