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LOANS
 12 Months Ended
Dec. 31, 2023
Receivables [Abstract]  
LOANS

NOTE 10: LOANS

 

A. Composition of long-term loans, short-term loans, and credit lines of the Group:

 

The following is the composition of the balance of the Group’s loans according to their nominal value:

 

   Interest rate (*)  

As of

December 31, 2023

 
         
         
Short-term bank loan – Gix Media   SOFR + 4.10%   3,500 
Short-term bank loan – Cortex   SOFR + 3.93%   1,500 
Long-term bank loan, including current maturity – Gix Media (received on October 13, 2021)   SOFR + 4.12%   2,963 
Long-term bank loan, including current maturity – Gix Media (received on January 17, 2023)   SOFR + 5.37%   1,107 
Long-term loan – Viewbix Israel   9%   434 
           
Bank Loan        9,504 

 

   Interest rate (*)  

As of

December 31, 2022

 
         
Short-term loan – the Company   8%   69 
Short-term bank loan – Gix Media   LIBOR + 3.20%   3,500 
Short-term bank loan – Cortex   LIBOR + 3.52%   1,500 
Long-term bank loan, including current maturity – Gix Media (received on October 13, 2021)   LIBOR + 4.12%   4,381 
           
Bank Loan        9,450 

 

  (*) The LIBOR interest rate was published until end of June 2023 and from July 2023 was replaced by the Secured Overnight Financing Rate (“SOFR”).

 

Maturities of the Group’s loans as of December 31, 2023, are as follows:

 

      
2024   6,874(*)
2025   2,093 
2026   537 
Total   9,504 

 

  (*) Includes a sum of $5,000 which is a renewable monthly credit line.

 

 

VIEWBIX INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share data)

 

NOTE 10: LOANS (Cont.)

 

B. Bank Financing for Cortex Transaction:

 

In connection with the Cortex Transaction (see note 7.A), on October 13, 2021, Gix Media entered into a financing agreement with Bank Leumi Le Israel Ltd (“Leumi”), an Israeli bank, for the provision of a line of credit in the total amount of up to $3,500 and a long-term loan totaling $6,000, which Gix Media used to finance the Cortex Transaction (the “Financing Agreement”).

 

The Financing Agreement included the following main terms:

 

  1) A loan of $6,000 to be provided to Gix Media which will be repaid in 48 monthly payments at an annual interest rate of LIBOR + 4.12%.
     
  2) A renewable monthly line of credit, of up to $3,500 to be provided to Gix Media, which will be available for utilization for a period of two years and will be determined on a monthly basis, at 80% of Gix Media’s accounts receivable balance (“Line of Credit”). The amounts that will be withdrawn from the Line of Credit will bear annual interest of LIBOR + 3.2%.
     
  3) Gix Media undertook to meet financial covenants over the life of the loans as follows: (1) the ratio of debt to EBITDA, based on the Gix Media’s consolidated financial statements in all 4 consecutive quarters, will not exceed 2.4 in the first two years and will not exceed 1.75 in the following two years. As of December 31, 2023, Gix Media didn’t meet the financial covenants in connection with the Financing Agreement, however, Gix Media has received a waiver by Leumi to be effected until April 16, 2024, according to which, Leumi agreed to delay its right for immediate repayment of the loans. Accordingly, the Company did not reclassify long-term loan, net of current maturities item in the balance sheet as a current liability.
     
  4) As part of the Financing Agreement, Gix Media and the Company provided several liens in favor of Leumi (see Note 12.A).

 

On July 25, 2022, Gix Media and Leumi entered into an addendum to the Financing Agreement, according to which, Leumi will provide Gix Media with a loan of $1,500, to be withdrawn at the discretion of Gix Media no later than January 31, 2023 (the “Additional Loan”).

 

On January 23, 2023, Gix Media acquired an additional 10% of Cortex’s capital shares (see notes 1.C and 7.A) which was financed by Gix Media’s existing cash balances and by the Additional Loan received on January 17, 2023, in the amount of $1,500 to be repaid in 42 monthly payments at an annual interest rate of SOFR + 5.37%.

 

On October 10, 2023, Gix Media and Leumi entered into a second addendum to the Financing Agreement, according to which, Leumi extended an existing monthly renewable credit line of $3,500 (the “Gix Media Credit Line”) by one year which will expire on October 13, 2024. The amounts that are drawn from the Gix Media Credit Line bear an annual interest of SOFR + 4.05%. In addition, according to the Second Addendum the 2.4 ratio of debt to EBITDA was extended by nine months to June 30, 2024.

 

As of December 31, 2023, the Gix Media Credit Line of $3,500 was fully withdrawn by Gix Media.

 

 

VIEWBIX INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share data)

 

NOTE 10: LOANS (Cont.)

 

C. Cortex’s Loan Agreement:

 

On September 21, 2022, Cortex and Leumi entered into an addendum to an existing loan agreement between the parties, dated August 15, 2020 (“Cortex Loan Agreement”). As part of the addendum to the Cortex Loan Agreement, Leumi provided Cortex with a monthly renewable credit line of $1,500 (the “Cortex Credit Line”). The Cortex Credit Line is determined every month at the level of 70% of Cortex’s customers’ balance. The amounts that are drawn from the Cortex Credit Line bear an annual interest of SOFR + 3.52% (Secured Overnight Financing Rate, guaranteed daily interest as determined in accordance with the Federal Bank in New York).

 

On April 27, 2023, Leumi increased the Cortex Credit Line by $1,000. In September 2023, Cortex and Leumi entered into an additional addendum to the Cortex Loan Agreement, in which Leumi extended the Cortex Credit Line of $2,500 by one year which will expire on September 20, 2024. The amounts that are drawn from the Cortex Credit Line bear an annual interest of SOFR + 4.08%.

 

As of December 31, 2023, Cortex drawn $1,500 of the Cortex Credit Line.

 

D. Long term loan and issuance of warrants:

 

On November 15, 2023, Viewbix Israel entered into a Loan Agreement (the “2023 Loan”) with certain lenders (the “Lenders”) whereby the Lenders provided Viewbix Israel with loans in the aggregate amount of $480, of which, $200 was provided by the Ultimate Parent. In accordance with the terms of the 2023 Loan, the principal amount bears an annual interest at a rate of 9% and will be repaid over the course of two years following January 1, 2024 (the “Repayment Period”). During the Repayment Period, for the first 12 months, Viewbix Israel will repay the interest on a quarterly basis and for the remaining 12 months, Viewbix Israel will repay the principal amount on a quarterly basis (in 4 equal payments) along with the interest. If Viewbix Israel fails to repay all or part of the 2023 Loan amount, the Lenders have the option to convert the outstanding 2023 Loan amount into shares of Common Stock of the Company.

 

In connection with the 2023 Loan, the Company issued to each lender a warrant to purchase shares of Common Stock (the “2023 Warrants”). The 2023 Warrants are exercisable to 480,000 shares, at an exercise price of $0.50 per share and will expire and cease to be exercisable on December 31, 2025. The Company recorded the 2023 Warrants as an equity instrument.

 

The Company allocated the total amount of $480 in respect of the warrants issued and the 2023 Loan extended based on their relative fair values. As a result of the allocation, a discount of $55,was attributed as the fair value of the 2023 Warrants. The discount is amortized over the term of the Loan as finance expense.

 

 

VIEWBIX INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share data)

 

NOTE 10: LOANS (Cont.)

 

D. Long term loan and issuance of warrants (Cont.):

 

The allocation of the total proceeds of $480 to the liability and equity components was as follows:

 

Instrument  Fair Value   % of Fair
Value		   Allocated
Amount		 
Loan   428    88.63    425 
Warrants   55    11.37    55 
Total   483    100.00    480 

 

The composition of long-term loan balance as of the transaction is as follows:

 

      
Loan   480 
Discount   (55)
Long term loan, net   425 

 

During the period until December 31, 2023, the Company recorded amortization expenses of $9 as financial expenses in the consolidated statements of operations.

 

E. Short term loan:

 

On December 18, 2020, the Company entered into a loan agreement and Stock Subscription Agreement with certain Investors, pursuant to which the Investors lent an aggregate amount of $69 at an annual interest rate of 8% (the “Loan”). In January 2023, the Company reached an agreement with the investors that the Loan received will be repaid in 3 equal monthly payments. In April 2023, the Loan was fully repaid by the Company.

 

 

VIEWBIX INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share data)