QXL 10-K & 10-Q changes, risk factors and insider trading

Risks Related to Our Investment in Quantum Computing

A significant portion of our revenue is concentrated with one customer.

With respect to our digital advertising business unit, as of December 31, 2025, Gix Media had one major customer, a reputable international search engine (“Gix Major Customer”). Gix Media generated revenues of approximately $1.2 million from the Gix Major Customer, constituting approximately 81% of the total revenues of Gix Media during the year ended December 31, 2025. Our relationship with this Gix Major Customer originated in 2013 upon the signing of an exclusive cooperation agreement, which is extended from time to time. In March 2020, an extension of the foregoing agreement was signed, whereby the term of the agreement was extended until October 26, 2023, was automatically renewed for an additional one year period until October 26, 2024, and will continue to be automatically renewed for additional one year periods, unless either party gives notice of non-renewal 90 days in advance. We are highly dependent on the material agreement with the Gix Major Customer. If this material agreement is terminated or substantially amended (not on favorable terms), we would experience a material decrease in our revenue from our digital advertising business unit or the profits it generates and would be forced to seek alternative customers, at less competitive terms or accelerate the business we have with the current search engines. There are few companies in the market that provide internet search and search advertising services with whom we can directly engage with in the same manner which we are engaged with our Gix Major Customer. Such companies are substantially the only participants in western markets, and competitors do not offer as much coverage through sponsored links or searches. We may divert our operations and user traffic to other third-party partners which provide search feed to search engines, however we cannot guarantee that we will be successful. If we fail to quickly locate, negotiate and finalize alternative arrangements or otherwise expedite current operations we have with such alternative search providers, or if we do, but the alternatives do not provide for terms that are as favorable as those currently provided and utilized, we would experience a material reduction in our revenue and, in turn, our business, financial condition and results of operations would be adversely affected.

Risks Related to Our Investment in Quantum Computing

Risks Related to Quantum X Labs’ Status as an Early-Stage Company

Quantum X Labs is an early-stage company and has a limited operating history, which makes it difficult to forecast its future results of operations.

Quantum X Labs was incorporated in January 2025. As a result of Quantum X Labs’ limited operating history, its ability to accurately forecast its future results of operations is limited and subject to a number of uncertainties, including its ability to plan for and model its future growth. Quantum X Labs’ ability to generate revenues will be dependent on its ability to use and leverage a quantum computers with increasing numbers of algorithmic qubits and to connect those quantum computers via quantum networks. The development of its scalable business model will likely require the incurrence of a substantially higher level of costs than incurred to date, while its revenues will not substantially increase until more powerful, scalable computers are produced, which requires a number of technological advancements that may not occur on the currently anticipated timetable or at all.

Quantum X Labs has also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If its assumptions regarding these risks and uncertainties and its future growth are incorrect or change, or if Quantum X Labs does not address these risks successfully, its operating and financial results could differ materially from its expectations, and its business could suffer. Quantum X Labs’ success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years and decade. There is no certainty these research and development milestones will be achieved as quickly as expected, or even at all.

Quantum X Labs may not be able to scale its business quickly enough to meet customer and market demand, which could adversely affect its financial condition and results of operations or cause us to fail to execute on its business strategies.

In order to grow its business, Quantum X Labs will need to continually evolve and scale its business and operations to meet customer and market demand. Quantum computing technology has never been sold at large-scale commercial levels. Evolving and scaling its business and operations places increased demands on its management as well as its financial and operational resources to:

If Quantum X Labs cannot evolve and scale its business and operations effectively, Quantum X Labs may not be able to execute its business strategies in a cost-effective manner and its business, financial condition and results of operations could be adversely affected.

Quantum X Labs’ estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Market opportunity estimates and growth forecasts, including those Quantum X Labs has generated, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of its market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of companies covered by its market opportunity estimates will purchase its products at all or generate any particular level of revenue for us. In addition, alternatives to quantum computing may present themselves, which could substantially reduce the market for quantum computing services. Any expansion in its market depends on a number of factors, including the cost, performance, and perceived value associated with quantum computing solutions.

The methodology and assumptions used to estimate market opportunities may differ materially from the methodologies and assumptions previously used to estimate the total addressable market. To estimate the size of its market opportunities and its growth rates, Quantum X Labs have relied on market reports by leading research and consulting firms. These estimates of the total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate and are based on data published by third parties that Quantum X Labs have not independently verified. Advances in classical computing may prove more robust for longer than currently anticipated. This could adversely affect the timing of any quantum advantage being achieved, if at all.

Even if the market in which Quantum X Labs competes achieves the forecasted growth, its business could fail to grow at similar rates, if at all.

Quantum X Labs’ success will depend upon its ability to expand, scale its operations, and increase its sales capability. Even if the market in which Quantum X Labs competes meets the size estimates and growth forecasted, its business could fail to grow at similar rates, if at all.

Quantum X Labs’ growth is dependent upon its ability to successfully scale up manufacturing of its products in sufficient quantity and quality, in a timely or cost-effective manner. Quantum X Labs’ growth is also dependent upon its ability to successfully market and sell quantum computing and networking technology. Quantum X Labs does not have experience with the mass distribution and sale of quantum computing and networking technology. Quantum X Labs’ growth and long-term success will depend upon the development of its sales and delivery capabilities.

Unforeseen issues associated with scaling up and constructing quantum computing and networking technology at commercially viable levels, and selling its technology, could negatively impact its business, financial condition and results of operations.

Moreover, because of its unique technology, its customers will require particular support and service functions, some of which are not currently available. If Quantum X Labs experiences delays in adding such support capacity or servicing its customers efficiently, or experience unforeseen issues with the reliability of its technology, it could overburden its servicing and support capabilities. Similarly, increasing the number of its customers, products or services, for example by entering into government contracts and expanding to new geographies, has required and may continue to require us to rapidly increase the availability of these services. Failure to adequately support and service its customers may inhibit its growth and ability to expand computing targets globally. There can be no assurance that its projections on which such targets are based will prove accurate or that the pace of growth or coverage of its customer infrastructure network will meet customer expectations. Failure to grow at rates similar to that of the quantum computing and networking industry may adversely affect its operating results and ability to effectively compete within the industry.

Risks Related to Quantum X Labs’ Business and Industry

If its quantum computing technologies are not compatible with some or all industry-standard software and hardware in the future, its business could be harmed.

Programming for quantum computing requires unique tools, software, hardware, and development environments. Quantum X Labs focused its efforts on creating quantum computing hardware, the system control platform for such hardware and a suite of low-level software programs that optimize execution of quantum algorithms on its hardware. Further up the stack, Quantum X Labs relies on third parties to create and advance software, standards, specifications, applications, hardware and services that enable these systems to integrate into various environments and be utilized towards various customer use cases. Full utilization of its quantum computing solutions may depend on these third-party software, standards, specifications, applications, hardware and services, which may not be compatible with its quantum computing solutions and their development, or may not be available to us or its customers on commercially reasonable terms, or at all, which could harm its business.

If its customers are unable to achieve compatibility between other software and hardware and its hardware, it could impact its relationships with such customers or with customers, generally, if the incompatibility is more widespread. In addition, the mere announcement of an incompatibility problem relating to its products with higher level software tools could cause us to suffer reputational harm and/or lead to a loss of customers. Any adverse impacts from the incompatibility of its quantum computing solutions could adversely affect its business, operating results and financial condition.

If its technology fail to achieve a broad quantum advantage, its business, financial condition and future prospects may be harmed.

Quantum advantage refers to the moment when a quantum computer can compute faster than traditional computers, while quantum supremacy is achieved once quantum computers are powerful enough to complete calculations that traditional supercomputers cannot perform at all. Broad quantum advantage is when quantum advantage is seen in many applications and developers prefer quantum computers to a traditional computer. No current quantum computers, including its quantum hardware, have reached a broad quantum advantage, and they may never reach such advantage. Achieving a broad quantum advantage will be critical to the success of any quantum computing company, including us. However, achieving quantum advantage would not necessarily lead to commercial viability of the technology that accomplished such advantage, nor would it mean that such system could outperform classical computers in tasks other than the one used to determine a quantum advantage.

Quantum computing technology, including broad quantum advantage, may take decades to be realized, if ever. If Quantum X Labs cannot develop quantum computers that have quantum advantage, customers may not continue to purchase its products and services. If other companies’ quantum computers reach a broad quantum advantage prior to the time ours reaches such capabilities, it could lead to a loss of customers. If any of these events occur, it could have a material adverse effect on its business, financial condition or results of operations.

An element of its business is currently dependent upon its relationship with its cloud providers. There are no assurances that Quantum X Labs will be able to commercialize quantum computers from its relationships with cloud providers.

Quantum X Labs currently uses its QECC on public clouds provided by AWS’s Amazon Braket, Microsoft’s Azure Quantum, and the Google Cloud Marketplace. The companies that own these public clouds have internal quantum computing efforts that are competitive to its technology. There is risk that one or more of these public cloud providers could use their respective control of their public clouds to embed innovations or privileged interoperating capabilities in competing products, bundle competing products, provide us with unfavorable pricing, leverage their public cloud customer relationships to exclude us from opportunities, and treat us and its end users differently with respect to terms and conditions or regulatory requirements than they would treat their similarly situated customers. Further, they have the resources to acquire or partner with existing and emerging providers of competing technology and thereby accelerate adoption of those competing technologies. All of the foregoing could make it difficult or impossible for us to provide products and services that compete favorably with those of the public cloud providers.

Any material change in its contractual and other business relationships with its public cloud providers could result in harm to its brand and reputation and reduced use of its systems, which could have a material adverse effect on its business, financial condition and results of operations.

The quantum computing and networking industry is competitive on a global scale and Quantum X Labs may not be successful in competing in this industry or establishing and maintaining confidence in its long-term business prospects among current and future partners and customers.

The markets in which Quantum X Labs operates are rapidly evolving and highly competitive. As these markets continue to mature and new technologies and competitors enter such markets, Quantum X Labs expects competition to intensify. Quantum X Labs’ current competitors include (among others):

Quantum X Labs competes based on various factors, including technology, price, performance, multi-cloud availability, brand recognition and reputation, customer support and differentiated capabilities, including ease of administration and use, scalability and reliability, data governance and security. Many of its competitors have substantially greater brand recognition, customer relationships, and financial, technical and other resources, including an experienced sales force and sophisticated supply chain management. They may be able to respond more effectively than us to new or changing opportunities, technologies, standards, customer requirements and buying practices or to cross-subsidize their quantum offerings from their other higher margin operations. In addition, many countries are focused on developing quantum solutions either in the private or public sector and may subsidize quantum computers or quantum networks, which may make it difficult for us to compete. Many of these competitors do not face the same challenges Quantum X Labs does in growing its business. In addition, other competitors might be able to compete with us by bundling their other products in a way that does not allow us to offer a competitive solution.

Additionally, Quantum X Labs must be able to achieve its objectives in a timely manner or quantum computing and networking may lose ground to competitors, including competing technologies. Because there are a large number of market participants, including certain sovereign nations, focused on developing quantum computing and networking technology, Quantum X Labs must dedicate significant resources to achieving any technical objectives on the timelines established by its management team. Any failure to achieve objectives in a timely manner could adversely affect its business, operating results and financial condition.

For all of these reasons, competition may negatively impact its ability to maintain and grow consumption of its platform or put downward pressure on its prices and gross margins, any of which could materially harm its reputation, business, results of operations, and financial condition.

The quantum computing and networking industry is in its early stages and volatile, and if it does not develop, if it develops slower than Quantum X Labs expects, if it develops in a manner that does not require use of its quantum computing solutions, if it encounters negative publicity or if its solution does not drive commercial engagement, the growth of its business will be harmed.

The nascent market for quantum computers and networks is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing customer demands and behaviors. If the market for quantum computers and networks in general does not develop as expected, or develops more slowly than expected, its business, prospects, financial condition and operating results could be harmed.

In addition, its growth and future demand for its products is highly dependent upon the adoption of quantum computers and networks and commercially useful quantum algorithms to run on quantum computers by developers and customers, as well as on its ability to demonstrate the value of quantum computing to its customers. Delays in future generations of its quantum computers or technical failures at other quantum computing and networking companies could limit market acceptance of its solution. Negative publicity concerning its solution or the quantum computing and networking industry as a whole could limit market acceptance of its solution. Quantum X Labs believes quantum computing will solve many large-scale problems. However, such problems may never be solvable by quantum computing technology, or may only be solvable by systems that are more technologically mature than Quantum X Labs currently expects. If its clients and partners do not perceive the benefits of its solution, or if its solution does not drive customer engagement, then its market may not develop at all, or it may develop slower than Quantum X Labs expects. If any of these events occur, it could have a material adverse effect on its business, financial condition or results of operations. If progress towards quantum advantage ever slows relative to expectations, it could adversely impact revenues and customer confidence to continue to pay for testing, access and “quantum readiness.” This would adversely affect revenues in the period before quantum advantage.

Quantum X Labs may to face supply chain issues that could delay the introduction of its product and negatively impact its business and operating results.

Quantum X Labs is reliant on third-party suppliers, including sole source suppliers, for components necessary to develop and manufacture its quantum computing and networking solutions. As its business grows, Quantum X Labs must continue to scale and adapt its supply chain or it could have an adverse impact on its business. Any of the following factors (and others) could have an adverse impact on the availability of these components necessary to its business:

If any of the aforementioned factors were to materialize, it could cause us to delay or halt production of its quantum computing and networking solutions and/or entail higher manufacturing costs, any of which could materially adversely affect its business, operating results, and financial condition and could materially damage customer relationships.

If Quantum X Labs cannot successfully execute on its strategy, including in response to changing customer needs and new technologies and other market requirements, or achieve its objectives in a timely manner, its business, financial condition and results of operations could be harmed.

The quantum computing and networking market is characterized by rapid technological change, changing user requirements, uncertain product lifecycles and evolving industry standards. Quantum X Labs believes that the pace of innovation will continue to accelerate as technology changes and different approaches to quantum computing mature on a broad range of factors, including system architecture, error correction, performance and scale, integration with classical computing resources, ease of programming, user experience, markets addressed, types of data processed, and data governance and regulatory compliance. Quantum X Labs’ future success depends on its ability to continue to innovate and increase customer adoption of its quantum computers and networks. If Quantum X Labs is unable to enhance its quantum computing system to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, with better functionality, more conveniently, or more securely than its platform, its business, financial condition and results of operations could be adversely affected.

If Quantum X Labs is unable to maintain its current strategic partnerships or Quantum X Labs is unable to develop future collaborative partnerships, its future growth and development could be negatively impacted.

Quantum X Labs has entered into, and may enter into, strategic partnerships to develop and commercialize its current and future research and development programs with other companies to accomplish one or more of the following:

Quantum X Labs may not be successful in establishing or maintaining suitable partnerships, and Quantum X Labs may not be able to negotiate collaboration agreements having terms satisfactory to us, or at all. Failure to make or maintain these arrangements or a delay or failure in a collaborative partner’s performance under any such arrangements could harm its business and financial condition.

Quantum X Labs’ business depends on its customers’ abilities to implement useful quantum algorithms and sufficient quantum resources for their business. If they are unable to do so, including due to their algorithmic challenge or other technical or personnel dilemmas, its growth may be negatively impacted.

Quantum X Labs has entered into, and may enter into, contracts, partnerships and other arrangements with customers to develop, test and run quantum algorithms specific to their business. The success of these contracts and partnerships is dependent on its customer’s ability to identify, implement, and realize useful and scalable algorithms for their portfolio at a speed commensurate with the pace of hardware, software, and technological development. These arrangements are also dependent on the availability of time and resources to develop and optimize these algorithms. The development and optimization of these algorithms is reliant on employing sufficient talent familiar with quantum computing and quantum networking, unique skills that require special training and education. If the market fails to train a sufficient number of engineers, researchers and other key quantum personnel, its customers may not find sufficient talent to partner with us to solve these problems. To the extent its customers are unable to effectively develop or utilize resources to advance algorithmic-use cases, its business, operating results and financial condition may be adversely impacted.

Quantum X Labs is highly dependent on its key employees who have specialized knowledge, and its ability to attract and retain senior management and other key employees is critical to its success.

Quantum X Labs’ future success is highly dependent on its ability to attract and retain its certain key employees and other qualified personnel, including its employees who have specialized knowledge and its employees from acquired businesses. Quantum X Labs has experienced in the past, and as Quantum X Labs builds its brand and becomes more well known, there is increased risk that Quantum X Labs may further experience in the future, competitors or other companies hiring its personnel. The loss of the services provided by these individuals could adversely impact the achievement of its business strategy. These individuals could leave its employment at any time, as they are “at will” employees. A loss of one of its key employees, particularly to a competitor, could also place us at a competitive disadvantage. Effective succession planning is important to its long-term success, and failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder its strategic planning and execution.

Quantum X Labs’ future success also depends on its continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. The market for highly skilled workers and leaders in the quantum computing industry is extremely competitive. In particular, hiring qualified personnel specializing in engineering, software development and sales, as well as other technical staff and research and development personnel is critical to its business and the development of its quantum computing and networking systems. Some of these professionals are hard to find and Quantum X Labs may encounter significant competition in its efforts to hire them. Many of the other companies with which Quantum X Labs competes for qualified personnel have greater financial and other resources than Quantum X Labs does. The effective operation of its supply chain, including the acquisition of critical components and materials, the development of its quantum computing and networking technologies, the commercialization of its quantum computing and networking technologies and the effective operation of its managerial and operating systems all depend upon its ability to attract, train and retain qualified personnel in the aforementioned specialties. Additionally, changes in immigration and work permit laws and regulations or the administration or interpretation of such laws or regulations, including changes following the recent U.S. federal elections, could impair its ability to attract and retain highly qualified employees. If Quantum X Labs cannot attract, train and retain qualified personnel, in this competitive environment, Quantum X Labs may experience delays in the development of its quantum computing and networking technologies and be otherwise unable to develop and grow its business as projected, or even at all.

Overview

Viewbix is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbix’s operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their. With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video. The Video Advertising Platform measures when a viewer performs a specific action while watching a video and collects and reports the results to the client. However, due to the Company’s failure to meet predetermined sales targets which were set pursuant to the recapitalization transaction with Gix Internet Ltd. in January 2020, the Company determined to reduce its operations and the size of its sales and R&D team in the Digital Advertising Platform.

The Company, through its subsidiary, Gix Media, is focused on digital advertising operations the Search Platform. Gix Media develops and markets a variety of technological software solutions that automate, optimize and monetize online campaigns. These technological tools enable advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their sites. Through the Search Platform, the Company provides services to leading Search Engines worldwide by developing, marketing and distributing software products to internet users. The operations and activity on this platform are powered by Gix Media.

Until November 2025, in addition to Gix Media’s Search Platform, the Company, through a previous majority-owned subsidiary of Gix Media, Cortex, operated a digital content platform, which produced engaging content and marketing material in various languages to various target audiences, in order to generate revenues from advertisements displayed together with the content, which are posted on digital content, marketing and advertising platforms. Following the Cortex Sale (as defined below), the Company only operates the Search Platform.

The Company, through its wholly-owned subsidiary, Quantum, is focused on developing and promoting quantum algorithms for the transportation, drug discovery and security segments as well as developing quantum-based GPS replacement and quantum atom accuracy solutions. Quantum currently owns and operates six portfolio-companies, each dealing with a different quantum segment and challenge. Quantum’s proprietary intellectual property portfolio, including an innovative patent in quantum error correction, sub-licensed in collaboration with Ramot, the technology transfer company of Tel Aviv University, addresses critical challenges in noisy intermediate-scale quantum devices by enabling efficient, real-time decoding of surface code errors—reducing computational overhead by up to 50% compared to traditional methods and supporting scalable fault-tolerant quantum computing.

The Company, through its wholly-owned subsidiary, Metagramm, is focused on artificial intelligence (AI) and natural language processing (NLP) communication-based solutions. Metagramm specializes in developing advanced writing assistance tools that leverage artificial intelligence, machine learning and natural language processing technologies. Metagramm’s main product, “Bubbl” is a writing tool designed to provide personalized and customized text tailored to the user’s unique expression and can translate various languages into English. Metagramm licenses its products on a subscription basis to businesses and individual customers.

Recent Developments

On December 15, 2025, we entered into a securities exchange agreement (the “Quantum Exchange Agreement”) with Quantum and certain of the shareholders of Quantum (the “Quantum Shareholders”) pursuant to which we agreed to issue to the Quantum Shareholders an aggregate of up to 40.0% of our issued and outstanding capital stock as of December 15, 2025, inclusive of the 800,000 shares of our common stock issuable by us in a private placement offering that we entered into in November 2025 (the “Private Placement Shares”), consisting of (i) up to 2,666,000 shares of our common stock, representing 19.99% of our issued and outstanding capital stock (the “Viewbix Exchange Shares”), inclusive of the Private Placement Shares, and (ii) pre-funded warrants to purchase up to 4,447,595 shares of our common stock, representing the balance of up to the 40.0%, as of December 15, 2025, less the Viewbix Exchange Shares (the “Viewbix Exchange Pre-Funded Warrants”), in exchange for up to 100%, but not less than 85%, of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to an amount up to 589,319 of Quantum’s ordinary shares.

In addition, pursuant to the Quantum Exchange Agreement, we may issue up to 12,702,847 additional shares of our common stock or pre-funded warrants to purchase shares of our common stock (collectively, the “Earn-Out Securities”), upon the achievement of certain milestones as follows: (i) the issuance of up to 1,975,998 Earn-Out Securities upon the submission of five (5) patent applications including provisional applications in total, across at least three (3) distinct sub-fields within the quantum sector, by the Quantum or any of its Portfolio Companies (as defined in the Quantum Exchange Agreement) during the 18-month period following the Quantum Closing Date (as defined below), (ii) the issuance of up to 3,436,519 Earn-Out Securities upon the closing of listing, public offering, or an M&A Transaction (as defined in the Quantum Exchange Agreement) of any Portfolio Company of Quantum, at a pre-money valuation of no less than $20 million during the twenty four-month period following the Quantum Closing Date, and (iii) the issuance of up to 7,290,330 Earn-Out Securities upon the earlier of: (1) a capital raise of at least $10 million into either Viewbix or Quantum at a pre-money valuation of no less than $250 million; or (2) closing of any M&A Transaction of Quantum, at a pre-money valuation not less than $250 million during the 48-month period following the Quantum Closing Date. Pursuant to the Quantum Exchange Agreement, the Earn-Out Securities may become issuable to the Quantum Shareholders only following the 12-month anniversary of the Quantum Closing Date, and only upon achievement of the applicable earn-out milestones set forth above.

The Viewbix Exchange Shares and the shares of common stock k issuable upon the exercise of the Viewbix Exchange Pre-Funded Warrants issuable to the Quantum Shareholders will be subject to a 12-month lock-up period following the Quantum Closing Date, subject to certain exceptions. The Viewbix Exchange Pre-Funded Warrants and the pre-funded warrants issuable as Earn-Out Securities are, or will be, immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full.

The transaction closed on March 4, 2026 (the “Quantum Closing Date”) and resulted in us acquiring 100% of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis and Quantum becoming a majority-owned subsidiary of Viewbix.

November 2025 PIPE

On November 5, 2025, we entered into a securities purchase agreement (the “Original SPA”) with certain accredited investors (the “Investors”) in connection with a private placement (the “November 2025 Private Placement”). The Original SPA as a closing condition had that we shall have entered into a definitive and binding agreement to acquire 100% of the share capital on a fully diluted basis of Quantum. As of January 1, 2026, we had entered into a definitive and binding agreement to acquire only 85.01% of the share capital on a fully diluted basis of Quantum (the “Quantum Acquisition”). Accordingly, we and the Investors have amended certain terms of the November 2025 Private Placement.

On January 1, 2026, we entered into an amended and restated securities purchase agreement (the “November 2025 Purchase Agreement”) with the Investors pursuant to which we issued and sold an aggregate of 800,000 shares of our common stock (the “November 2025 Private Placement Shares”). Each November 2025 Private Placement Share was sold together with a number of warrants equal to the 80% of the total number of November 2025 Private Placement Shares sold in the November 2025 Private Placement, or in total warrants to purchase up to an aggregate of 640,000 shares of our common stock (the “November 2025 Common Warrants” and together with the November 2025 Private Placement Shares, the “November 2025 PIPE Securities”), at a combined purchase price of $1.75 per November 2025 Private Placement Share and accompanying November 2025 Common Warrant. The November 2025 Private Placement closed on March 4, 2026 (the “Closing Date”).

The November 2025 Common Warrants are immediately exercisable upon issuance at an exercise price of $2.625 per share, subject to adjustment as set forth therein, and will expire five years from the issuance date. The November 2025 Common Warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of our common stock underlying the November 2025 Common Warrants. A holder of the November 2025 Common Warrants will not have the right to exercise any portion of its November 2025 Common Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of shares of our common stock would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially own shares of common stock in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.

In connection with the November 2025 Purchase Agreement, we entered into a registration rights agreement on November 5, 2025 (the “November 2025 Registration Rights Agreement”) with the Investors. Pursuant to the November 2025 Registration Rights Agreement, we are required to file a resale registration statement (the “November 2025 Registration Statement”) with the SEC to register for resale the November 2025 Private Placement Shares and the shares of our common stock issuable upon exercise of the November 2025 Common Warrants within thirty (30) calendar days after the Closing Date (the “Filing Date”), and to have such Registration Statement declared effective within sixty (60) calendar days after the Filing Date in the event the Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the Filing Date in the event the November 2025 Registration Statement is reviewed by the SEC. If, due to a shutdown or suspension of operations of the U.S. federal government or the SEC, the Registration Statement cannot be declared effective, the Corporation shall not be deemed to be in breach of the Registration Rights Agreement for failure to cause such Registration Statement to be declared effective during such period.

We also entered into an advisory agreement (the “Advisory Agreement”) with L.I.A. Pure Capital Ltd. (“the Advisor”) pursuant to which the Advisor provided advisory services in connection with the November 2025 Private Placement. We paid a commission to the Advisor of (i) a cash fee of $70,000 and (ii) a warrant to purchase 32,000 shares of our common stock (the “Advisor Warrant”), which was conditioned upon the closing of the November 2025 Private Placement. The Advisor Warrant has the same terms as the November 2025 Common Warrants. In addition, in connection with the closing of the November 2025 Private Placement, we repaid $200,000 of the outstanding loan amount owed to the Advisor pursuant to that certain Amended and Restated Facility Agreement, dated July 22, 2024, by and between Viewbix and by and between certain lenders including the Advisor.

Aggregate gross proceeds to us in respect of the November 2025 Private Placement were approximately $1.4 million, before deducting fees payable to the Advisor and other offering expenses payable by us. If the November 2025 Common Warrants are exercised in cash in full this would result in an additional $1.68 million of gross proceeds.

Sale of Cortex

On November 9, 2025, Gix Media, a wholly-owned subsidiary of the Company, Cortex, and the Founders entered into the Cortex Purchase Agreement with Pro Sportority, a subsidiary of Minute Media.

Pursuant to the Cortex Purchase Agreement, Pro Sportority acquired from Gix Media all of the issued and outstanding share capital of Cortex held by Gix Media, constituting 80% of Cortex’s issued and outstanding share capital, and, together with similar agreements entered into with the other shareholders of Cortex and the cancellation of all outstanding options, warrants, and other convertible securities of the Cortex, which resulted in Pro Sportority owning 100% of Cortex’s issued and outstanding share capital on a fully diluted basis. The Cortex Sale was signed and closed on November 9, 2025 (the “Cortex Closing”). As a result, Cortex became a wholly-owned subsidiary of Pro Sportority and Cortex ceased being a majority-owned direct subsidiary of Gix Media and an indirect subsidiary of Viewbix.

The aggregate consideration payable to Gix Media is $800,000, consisting of (i) $200,000 in cash, and (ii) $600,000 in the form of 5,161 newly issued Preferred J Shares of Minute Media (the “Minute Media Shares”), the most senior class of preferred shares of Minute Media. Minute Media retains a call option to repurchase the Minute Media Shares from Gix Media under certain conditions, including insolvency or a change of control of Gix Media.

Gix Media is subject to a two-year non-compete and non-solicitation covenant following the Cortex Closing.

As a result of the Cortex Sale, Cortex is presented as discontinued operations in our audited consolidated financial statements for the years ended December 31, 2025 and 2024.

July 2025 PIPE

On July 11, 2025, the Company entered into a securities purchase agreement (the “July 2025 Purchase Agreement”) with certain accredited investors pursuant to which the Company issued and sold in a private placement, (the “July 2025 Private Placement”) an aggregate of 848,763 shares of common stock, pre-funded warrants to purchase up to 77,160 shares of common stock and common warrants to purchase up to an aggregate of 925,923 shares of common stock, at an offering price of $4.86 per share of common stock and associated common warrant and an offering price of $4.8599 per pre-funded warrant and associated common warrant.

The pre-funded warrants were immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. The common warrants were immediately exercisable upon issuance at an exercise price of $4.74 per share, subject to adjustment as set forth therein, and will expire five and a half years from the issuance date. The common warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of shares of common stock underlying the common warrants.

In connection with the July 2025 Purchase Agreement, we entered into a registration rights agreement (the “July 2025 Registration Rights Agreement”) with each investor. Pursuant to the July 2025 Registration Rights Agreement, the Company was required to file a resale registration statement with the SEC (the “July 2025 PIPE Registration Statement”) to register for resale the shares of common stock issued in the July 2025 Private Placement and the shares of common stock issuable upon exercise of the pre-funded warrants and common warrants issued in the July 2025 Private Placement within fourteen (14) trading days of the signing date of the July 2025 Purchase Agreement (the “July 2025 PIPE Signing Date”) and to have such July 2025 PIPE Registration Statement declared effective within sixty (60) calendar days after the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is not reviewed by the SEC, or ninety (90) calendar days of the July 2025 PIPE Signing Date in the event the July 2025 PIPE Registration Statement is reviewed by the SEC. The Company filed the July 2025 PIPE Registration Statement on July 23, 2025, which was declared effective by the SEC on July 31, 2025.

In connection with the July 2025 Private Placement, the Company also entered into a letter agreement (the “July 2025 Placement Agent Agreement”) with Aegis Capital Corp., as placement agent (the “Placement Agent”) dated July 11, 2025, pursuant to which the Placement Agent served as the placement agent for in connection with the July 2025 Private Placement. The Company paid the Placement Agent a cash placement fee equal to 7.0% of the gross proceeds received in the July 2025 Private Placement and $50,000 for reasonable legal fees and disbursements for the Placement Agent’s counsel. In addition, pursuant to the July 2025 Placement Agent Agreement, the Company agreed to abide by certain customary standstill restrictions for a period of thirty (30) days following the later of the closing of the July 2025 Private Placement and the date that the July 2025 PIPE Registration Statement is declared effective by the SEC.

Aggregate gross proceeds to the Company in respect of the July 2025 Private Placement were approximately $4.5 million, before deducting fees payable to the Placement Agent and other offering expenses payable by us. If the warrants are exercised in cash in full this would result in an additional $4.4 million of gross proceeds. The July 2025 Private Placement closed on July 14, 2025.

Filing of Insolvency Petition Against Gix Media

On March 27, 2025, a petition (the “Petition”) was filed with the District Court of Tel Aviv-Jaffa (the “Court”) for a court order to commence insolvency proceedings under the Insolvency and Economic Rehabilitation Law, 5778 – 2018 against Gix Media. The Petition was filed by a primary service provider (the “Service Provider”) of Gix Media claiming that Gix Media owes it approximately $260,000 (excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider.

On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Provider and other creditors of Gix Media that joined the Petition (collectively, the “Service Providers”) with respect to the debts owed by Gix Media to the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix Media to the Service Providers. On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $1.13 million to the Service Providers as payment in full of the debts owed to the Service Providers. As a result of such payment in full by Gix Media to the Service Providers, the Petition was dismissed.

Nasdaq Uplisting

On June 4, 2025, we issued a press release announcing that our shares of common stock, par value $0.0001 per share were approved for listing on the Nasdaq Capital Market. Our shares of common stock began trading under the symbol “VBIX” on The Nasdaq Capital Market on June 5, 2025 (the “Uplist”). Our shares of common stock were previously quoted on the OTC Markets, Pink Tier under the symbol “VBIX”, and ceased to be quoted on the OTC Markets, Pink Tier at the close of business on June 4, 2025.

Metagramm Acquisition

On March 24, 2025, we entered into a securities exchange agreement with Metagramm and the Metagramm Shareholders pursuant to which we issued to the Metagramm Shareholders an aggregate of 19.99% of our issued and outstanding capital stock on a pro rata and post-closing basis, equal to 1,323,000 shares of our common stock in exchange for 100% of Metagramm’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to 718,520 Metagramm ordinary shares. The transaction closed on March 24, 2025 and resulted in Metagramm becoming a wholly-owned subsidiary of Viewbix.

Financing Agreement

Effective as of January 29, 2025, Gix Media and Leumi entered into a fifth addendum, to a certain financing agreement with Leumi for the provision of a line of credit in the total amount of up to $3.5 million and a long-term loan totaling $6 million, which Gix Media used to finance the acquisition of Cortex on October 13, 2021 (the “Cortex Acquisition” and “Financing Agreement”), which was effective as of January 29, 2025, pursuant to which, inter alia: (i) the existing credit facility to Gix Media was extended to March 31, 2025; (ii) the repayment schedule of all outstanding obligations under the long term bank loans of Gix Media under the Financing Agreement, was deferred until the actual deposit by the Company in Gix Media’s account of an investment account equal to the amounts of the deferred long term bank loans owned by Gix Media (the “Investment Amount”), which in any event shall be no later than March 31, 2025 (the “Deposit Date”); (iii) upon such deposit date, all deferred payments shall be immediately repaid using the deposited amounts and any remaining amounts from any other sources; (iv) all remaining future due payments will be repaid as scheduled until the end of the updated terms of each long term bank loan. On March 30, 2025, Gix Media and Leumi entered into a sixth additional addendum to the Financing Agreement, which extended the Deposit Date until May 20, 2025. On July 8, 2025, Gix Media and Leumi entered into an agreement in respect of the Financing Agreement (the “July 2025 Repayment and Financing Agreement”), which further extended the Deposit Date until October 1, 2025. In connection with the July 2025 Repayment Financing Agreement, Gix Media agreed to repay $2.4 million to Leumi by October 1, 2025. In addition, in connection with the July 2025 Repayment Financing Agreement, as of October 1, 2025, Bank Leumi shall grant to Gix Media a loan in an amount equal to Gix Media’s then-current outstanding principal portion of the loan plus interest, fees and expenses. The loan shall accrue interest at Bank Leumi’s applicable rate as of October 1, 2025, shall be repaid on a monthly basis and shall have a term of 24 months. During July 2025, Gix Media repaid a total of $2.4 million to Bank Leumi in accordance with the July 2025 Repayment and Financing Agreement. On July 10, 2025, Gix Media received a new loan in the amount of $1.56 million to be repaid in 24 consecutive monthly payments beginning in October 2025, at an annual interest rate of SOFR + 4.92%.

Cortex Adverse Effect

On November 9, 2025, Gix Media completed the Cortex Sale, which resulted in Cortex ceasing to be a consolidated indirect subsidiary of the Company and a direct, majority-owned subsidiary of Gix Media. In addition, Cortex is presented as discontinued operations in the Company’s audited consolidated financial statements for the years ended December 31, 2025 and 2024. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Sale of Cortex” above.

Prior to the Cortex Sale, in April 2024, the Company was informed by Cortex, that certain recent developments relating to publishers that are categorized by a number of programmatic advertisers as “Made for Advertising” (“MFA”) sites, including decisions made by leading media programmatic advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA, have materially affected Cortex’s business and operations. In connection with the foregoing, a significant customer of Cortex notified Cortex that in light of the foregoing changes relating to MFA that customer decided to stop advertising on Cortex’s Websites, which decision significantly and negatively impacted Cortex’s future revenue streams (the “Cortex Adverse Effect”).

Consolidated Results of Operations

Following the Cortex Sale, Cortex is presented as discontinued operations in the Company’s audited consolidated financial statements for the years ended December 31, 2025 and 2024. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Sale of Cortex” above and Note 3 to our consolidated financial statements.

Focus: A quantum computer based on cold atom architecture for high-performance quantum processing unit.

A Quantum X Labs activity whose platform leverages advanced laser cooling technology combined with dynamically reconfigurable optical tweezer arrays. This architecture enables rapid, high-fidelity loading of large- scale qubit registers, extended coherence times, and native support for high-performance Rydberg-mediated two-qubit gates.

As of June 30, 2026, 2,438,088 Exchange Pre-Funded Warrants were exercised into 2,438,087 shares of our common stock.

As of June 30, 2026, 297,143 November 2025 Common Warrants were exercised for aggregate gross proceeds of approximately $0.78 million.

Conversion of June 2024 Credit Facility

On July 29, 2026, we issued 588,553 shares of our common stock and warrants to purchase 588,553 shares of our common stock to certain lenders in connection with the conversion of an aggregate of $589 thousand of outstanding principal under a credit facility agreement entered into in June 2024. As a result of the conversion and issuance of the shares, $73 thousand remains outstanding under the credit facility. The warrants have an exercise price of $1.00 per share and a term of three years from the date of issuance.

Our depreciation and amortization expenses for the three months ended June 30, 2026, were $228 thousand a slight decrease as compared to $235 thousand during the same period in the prior year.

Our gain from deconsolidation of a subsidiary for the three months ended June 30, 2026, was $3,831 thousand as compared to $0 thousand during the same period in the prior year. The gain from deconsolidation of a subsidiary recognized during the three months ended June 30, 2026, resulted from the loss of control of CliniQuantum following the sale by certain CliniQuantum shareholders of approximately 54.01% of CliniQuantum’s outstanding equity to a third party in June 2026. For further details please refer to note 6.D to our interim consolidated financial statements for the six months ended June 30, 2026.

Results of Operations During the Six Months Ended June 30, 2026 as Compared to the Six Months Ended June 30, 2025

Our revenues were $646 thousand for the six months ended June 30, 2026, as compared to $899 thousand during the same period in the prior year.

Our revenues from Gix Media’s Search Platform for the six months ended June 30, 2026, totaled $626 thousand, as compared to $883 thousand during the same period in the prior year.

During the six months ended June 30, 2026, our revenues from the direct model were $453 thousand, as compared to $883 thousand during the six months ended June 30, 2025. The decrease in revenues from the direct model is primarily due to changes and updates in internet browsers’ technology, which have reduced the scale of distribution of the Company’s products through the direct model. The Company anticipates that its revenues from add-ons to internet browsers will continue to decrease due to changes and updates in internet browsers’ technology. During the six months ended June 30, 2026, our revenues from the indirect model were $173 thousand, as compared to $0 thousand during the six months ended June 30, 2025. The increase in revenues from the indirect model is due to an increase in our revenues from third party strategic partners.

Our traffic-acquisition and related costs were $266 thousand for the six months ended June 30, 2026, as compared to $184 thousand during the same period in the prior year. The increase in the traffic-acquisition and related costs is primarily due to the increase in our revenues from third party strategic partners and search to search mode.

Our research and development expenses were $185 thousand for the six months ended June 30, 2026, as compared to $36 thousand during the same period in the prior year. The reason for the increase in the six months ended June 30, 2026, is due to the consolidation of Quantum Israel’s financial statements following our acquisition of Quantum Israel in March 2026.

Our selling and marketing expenses slightly increased to $51 thousand for the six months ended June 30, 2026, as compared to $50 thousand during the same period in the prior year.

Our general and administrative expenses were $1,515 thousand for the six months ended June 30, 2026, as compared to $755 thousand during the same period in the prior year. The reason for the increase is due to higher professional services expenses in the period following the Uplist in the six months ended June 30, 2026, as compared to the same period in the prior year and the consolidation of Quantum Israel’s financial statements following our acquisition of Quantum Israel in March 2026.

Our depreciation and amortization expenses for the six months ended June 30, 2026, were $452 thousand as compared to $408 thousand during the same period in the prior year. The increase in depreciation and amortization expenses is attributable to the increase in depreciation and amortization related to the acquisition of Metagramm on March 24, 2025. During the six months ended June 30, 2026, the depreciation and amortization expenses were recorded in full, compared to partial recognition during the same period prior year.

Our other expenses for the six months ended June 30, 2026, were $122 thousand compared to $544 thousand during the six months ended June 30, 2025. Other expenses for the six months ended June 30, 2026, were primarily related to costs incurred in connection with the Quantum Israel acquisition. Other expenses for the six months ended June 30, 2025, were primarily related to costs incurred in connection with the Uplist and registrations for the resale of the Company’s common stock with the SEC.

Our gain from deconsolidation of a subsidiary for the six months ended June 30, 2026, was $3,831 thousand as compared to $0 thousand during the same period in the prior year. The gain from deconsolidation of a subsidiary recognized during the six months ended June 30, 2026 resulted from the loss of control of CliniQuantum following the sale by certain CliniQuantum shareholders of approximately 54.01% of CliniQuantum’s outstanding equity to a third party in June 2026. For further details please refer to note 6.D to our interim consolidated financial statements for the six months ended June 30, 2026.

Our net financial expenses were $184 thousand for the six months ended June 30, 2026, as compared to $10,528 thousand net financial expenses during the same period in the prior year. The decrease during the six months ended June 30, 2026, is mainly attributable to financing expenses during the six months ended June 30, 2025, related to financial instruments arising from the Company’s facility agreements, which are measured at fair value.

Our tax benefit was $110 thousand for the six months ended June 30, 2026, as compared $25 thousand during the same period in the prior year. The reason for the increase in our tax benefit during the six months ended June 30, 2026, is due to the decrease in income before tax in the Search Platform.

Net loss from discontinued operations was $0 thousand for the six months ended June 30, 2026, as compared to $4,681 thousand for the six months ended June 30, 2025. For further details regarding the amounts recorded in respect of discontinued operations in the six months ended June 30, 2025, please refer to note 3 to our interim consolidated financial statements for the six months ended June 30, 2026.

During the three months ended June 30, 2026, we had a negative cash flow from investment activities from continuing operations of $306 thousand, mainly used for the purchase of property and equipment, as compared to $0 during the same period in the prior year.

During the six months ended June 30, 2026, we had a negative cash flow from investment activities from continuing operations of $113 thousand, primarily due to the purchase of property and equipment, partially offset by the acquisition of Quantum Israel, as compared to a positive cash flow from investment activities from continuing operations of $12 thousand during the same period in the prior year, which arose from the Metagramm Acquisition.

During the three months ended June 30, 2026, we had $2,013 thousand positive cash flow from financing activities from continuing operations as compared to $2,321 thousand during the same period in the prior year. The decrease during the three months ended June 30, 2026, was primarily due to lower amount of net bank loans receipt during the three months period ended June 30, 2026, as compared to the same period prior year.

During the six months ended June 30, 2026, we had $3,224 thousand positive cash flow from financing activities from continuing operations as compared to $2,133 thousand during the same period in the prior year. The increase during the six months ended June 30, 2026, was primarily due to $1,400 thousand received under the November 2025 Purchase Agreement.