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LOANS

3 Months Ended

Mar. 31, 2025

NOTE 7: 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 March 31, 2025		As of December 31, 2024

Short-term bank loans – Gix Media		SOFR + 4.60	%		1,602		1,138
Short-term bank loan – Cortex		SOFR + 4.35	%		973		830
Short-term bank loan		SOFR + 4.35	%		973		830
Long-term bank loan, including current maturity – Gix Media (received on October 13, 2021)		SOFR + 4.12	%		2,036		2,564
Long-term bank loan, including current maturity – Gix Media (received on January 17, 2023)		SOFR + 5.37	%		866		996
Long-term bank loan		SOFR + 5.37	%		866		996
Short-term loan – June 2024 Facility Agreement – Viewbix Inc		12	%		353		342
Short-term convertible loan – June 2024 Facility Agreement – Viewbix Inc		12	%		660		649
Short-term convertible loan – First July 2024 Facility Agreement – Viewbix Inc		12	%		50		50
Short-term convertible loan – Second July 2024 Facility Agreement – Viewbix Inc		12	%		80		80
Short-term convertible loan		12	%		80		80

Bank Loan					6,620		6,649

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

NOTE 7: LOANS (Cont.)

B. Gix Media’s Loan Agreement and short-term loans:

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 acquisition of Cortex (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 The amounts that will be withdrawn from the Line of Credit will bear annual interest of LIBOR + 3.2%.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: 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 9).

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.

On June 13, 2024, Gix Media and Leumi entered into a third addendum to the Financing Agreement between the parties which was effective from May 15, 2024, pursuant to which, inter alia: (i) the addendum will be effective until August 31, 2024; (ii) the Company is obligated to transfer to Gix Media $600; (iii) a new covenant which replaced the previous financial covenant, measured by reference to positive EBITDA was implemented; (iv) all payments due to Leumi Long-term bank loan were deferred to August 31, 2024 and from September 1, 2024, payments will be repaid as schedule until the end of the Long-term bank loan; (v) a new loan of $350 was granted to Gix Media on June 13, 2024 which was repaid in full on August 30, 2024, alongside the existing credit facility to Gix Media. The existing credit facility will remain equal to 80% of Gix Media’s customer balance (“Gix Media Credit Line”); (vi) Gix Media is obligated to perform a reduction in expenses, including reduction in human capital.

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

NOTE 7: LOANS (Cont.)

B. Gix Media’s Loan Agreement and short-term loans:

Effective as of August 30, 2024, Gix Media and Leumi entered into a fourth addendum to the Financing Agreement, pursuant to which, inter alia: (i) subject to the receipt of at least $2,000 from the Company by no later than January 1, 2025, the existing credit facility to Gix Media will be extended until February 27, 2025 and (ii) the repayment of the outstanding principal amounts of the long-term bank loans of Gix Media under the Financing Agreement and an additional short-term loan in the amount of $160, will be deferred until December 31, 2024 and from January 1, 2025, all due payments will be repaid as schedule until the end of the term of the long term bank loans.

On September 16, 2024, Gix Media repaid an aggregate amount of $350, consisting of the short-term bank loan in the amount of $160 and principal amounts of the long-term bank loans totaling $190. On the same date, Gix Media received a new short-term bank loan of $350 which replaced the repaid amounts. The new loan bears an annual interest rate of SOFR + 4.60% and is to be repaid in one single payment on January 2, 2025.

On September 19, 2024, Gix Media received a short-term loan of $75. The loan bears an annual interest rate of SOFR + 4.60% and was repaid in monthly installments of $25 over a 3-month period from October to December 2024.

On February 4, 2025, Gix Media and Leumi entered into a fifth addendum to the Financing Agreement, which was effective from January 29, 2025, according to which, inter alia: (i) the Gix Media Credit Line was extended to March 31, 2025, (ii) the repayment the outstanding principal amounts of 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 will 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.

As of March 31, 2025, Gix Media has drawn $549 of the Gix Media Credit Line.

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%.

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%.

On May 27, 2024, Cortex and Leumi entered into an amendment to Cortex Loan Agreement, pursuant to which, the credit line to Cortex will be 80% of Cortex’s customer balance and up to $2,000.

On August 15, 2024, Cortex and Leumi entered into an additional amendment to Cortex Loan Agreement, pursuant to which, the credit line in the amount of $2,000 to Cortex will be extended until February 27, 2025 and bears an annual interest of SOFR + 4.35%.

On February 28, 2025, Cortex and Leumi entered into an additional amendment to Cortex’s Loan Agreement, pursuant to which: (i) the credit line of $1,000 for Cortex will be extended until December 12, 2025; (ii) Cortex will establish a first-ranking fixed pledge over the cash deposit held in the Cortex’s Leumi Account, up to a maximum of $100, no later than April 15, 2025, or three days following Cortex’s receipt of its expected tax refund, whichever occurs first. This deposit may be released upon Cortex’s submission of a financial report demonstrating two consecutive quarters of positive EBITDA, with a minimum of $75 per quarter.

As of March 31, 2025, Cortex has drawn $973 of the Cortex Credit Line.

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

NOTE 7: LOANS (Cont.)

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. 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 120,000 shares of common stock, at an exercise price of $2.00 per share and will expire on December 31, 2025. The Company recorded the 2023 Warrants as an equity instrument.

The terms of the 2023 Loan were substantially amended on June 18, 2024, by the June 2024 Facility Agreement (see note 7.E). These amendments represented a substantial modification in accordance with ASC Topic 470. Accordingly, the terms modification was accounted for as an extinguishment of the original financial liability and the initial recognition of new financial instruments issued at their fair value as of the effective date of the June 2024 Facility Agreement. As a result of the substantial modification of terms, the Company recognized finance expense of $1,914 for the year ended December 31, 2024.

E. June 2024 Facility Agreement:

On June 18, 2024, the Company entered into a credit facility agreement with a group of lenders including a lead lender (the “June 2024 Lead Lender”, and collectively, the “June 2024 Lenders”) for an amount of up to $1.0 million which was amended and restated on July 22, 2024 (the “June 2024 Facility Agreement”). The June 2024 Facility Agreement also includes $531 of outstanding debt owed by the Company to the June 2024 Lenders of the 2023 Loan (see note 7.D), such that the total amount of the credit line reached $1.53 million (the “Total Credit Facility Amount”). The Total Credit Facility Amount will be due for repayment following 12 months from the date of the June 2024 Facility Agreement (the “Initial Maturity Date”) or alternatively, in the event the completion of the Uplist (as defined in note 1.F) prior to the Initial Maturity Date, then the Total Credit Facility Amount will be due for repayment following 12 months from the Uplist date. The Total Credit Facility Amount will be available for use as follows: (a) $350 upon the date of the June 2024 Facility Agreement, (b) $150 upon submitting a prospectus for the registration of shares to be issued to the June 2024 Lenders, and (c) $500 upon the completion of the Uplist.

The Total Credit Facility Amount will accrue interest at a rate of 12% per annum, to be paid in advance.

The interest for the first year of the June 2024 Facility Agreement, which was equal to $184, was paid by the Company in advance in: (a) 183,679 shares of the Company’s common stock, reflecting a value of $1.00 per share for each dollar of interest accrued on the Total Credit Facility Amount, and (b) 183,679 warrants to purchase 183,679 shares of the Company’s common stock at an exercise price of $1.00 per share. The warrants will be exercisable for a three-year 3 period from the date of the June 2024 Facility Agreement.

Immediately following the effectiveness of the Uplist, $663 of the Total Credit Facility Amount will be automatically converted into units, which will include shares of common stock at a conversion rate of $1.00 per share, equal to an aggregate of 662,957 shares of common stock and the same amount of warrants to purchase common stock of the Company with an exercise price of $1.00 per share. The warrants will be exercisable for a three-year period from the Uplist date.

During the term of the June 2024 Facility Agreement, some of the June 2024 Lenders whose portion of the Total Credit Facility Amount is not automatically converted as part of the Uplist will have the right to convert their portion of the Total Credit Facility Amount within 12 months from the Uplist date into units, which will include shares of common stock of the Company at a conversion rate of $1.00 per share, equal to an aggregate of up to 362,004 shares of common stock and the same amount of warrants to purchase common stock of the Company with an exercise price of $1.00 per share. The warrants will be exercisable for a three-year period from the issuance date.

In addition, the Company paid to the June 2024 Lead Lender a commission consisting of: (a) 50,000 common stock of the Company, (b) 50,000 warrants to purchase 50,000 common stock of the Company at an exercise price of $1.00 per share (c) 625,000 warrants for the purchase of 625,000 common stock with an exercise price of $4.00 per share (“June 2024 Lead Lender Fee Warrants”). The June 2024 Lead Lender Fee Warrants will be exercisable for a three-year period from the date of the June 2024 Facility Agreement.

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

NOTE 7: LOANS (Cont.)

The June 2024 Lead Lender Fee Warrants, which were exercisable immediately after the closing of the agreement, were allocated subject to certain ownership restrictions, adjustments, and anti-dilution protections. Furthermore, the Company has committed to submitting a request for the registration of the shares and warrants issued to the June 2024 Lenders within thirty (30) days from the date of the June 2024 Facility Agreement.

In July 2024, following the closing of the Private Placement (as defined in note 10.B), the exercise price of the June 2024 Lead Lender Fee Warrants was adjusted to $0.472, which is equal to the effective price per share of common stock in the Private Placement, and the number of shares of common stock issuable upon the exercise of the June 2024 Lead Lender Fee Warrants was also adjusted to a total of 5,296,610 shares, such that the adjusted exercise price and number of warrants issued is equal to an aggregate amount of $2.5 million.

The conversion related features of the June 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each cut-off date. The facility loan was initially recorded at its fair value and subsequently measured at cost. The shares and warrants issued as prepayment of interest and as commission to the June 2024 Lead Lender were initially recognized at fair value and classified in equity.

The June 2024 Lead Lender Fee Warrants were initially recognized in fair value at the amount of $1,833 and classified as a liability measured at fair value at each cut-off date. Following the closing of the Private Placement and the adjustments made to the number of shares in the June 2024 Lead Lender Fee Warrants as part of the June 2024 Facility Agreement, the June 2024 Lead Lender Fee Warrants were reclassified to equity.

F. First July 2024 Facility Agreement

On July 4, 2024, the Company entered into a credit line agreement with a certain lender (the “First July 2024 Facility Agreement”). Under the First July 2024 Facility Agreement and amendments from July 22, 2024, and July 25, 2024, the lender will provide a total credit line of $2.5 million (the “First July 2024 Facility Loan Amount”), which will be available for use as follows: (a) $50 upon the date of the First July 2024 Facility Agreement, (b) $50 upon the Uplist, and (c) after the Uplist, $200 will be available for use on a quarterly basis until the total amount reaches $2.5 million.

The First July 2024 Facility Agreement will remain available until the earliest of: (a)(1) full utilization of the First July 2024 Facility Loan Amount, (a)(2) after 36 months from the date of the First July 2024 Facility Agreement, and (b) upon such date that the Company completes a $2.0 million financing transaction (the “First July 2024 Facility Term”). In the event the First July 2024 Facility Term lapses, the First July 2024 Facility Loan Amount will be repaid to the lender immediately.

The First July 2024 Facility Agreement Amount will accrue interest at a rate of 12% per annum. The interest for the first year was paid in advance in: (a) 300,000 shares of the Company’s common stock at a conversion rate of $1.00 for each dollar of interest accrued on the total amount, and (b) 300,000 warrants to purchase 300,000 shares of the Company’s common stock an exercise price of $1.00 per share. The warrants are exercisable upon issuance at an exercise price of $1.00 per share of common stock and will be exercisable for a three-year 3 period from the date of the First July 2024 Facility Agreement.

Immediately after the Uplist, $100 from the First July 2024 Facility Loan Amount will be automatically converted into common stock of the Company at an exercise price of $1.00 per share. Additionally, the Company will issue an identical number of warrants to purchase common stock of the Company at an exercise price of $1.00 per share.

Furthermore, the Company paid the lender of the First July 2024 Facility Agreement a one-time fee consisting of: (a) 125,000 common stock of the Company, which representing a fee of five percent (5%) of the First July 2024 Facility Loan Amount, at a share price of $1.00 per share, and (b) 250,000 warrants to purchase 250,000 common stock of the Company at an exercise price of $1.00 per share. The warrants are exercisable for three years 3 from the date of the First July 2024 Facility Agreement.

The conversion related features of the First July 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each cut-off date.

In connection with the First July 2024 Facility Agreement, the Company received a loan of $50 which was recorded as a short-term convertible loan. The fair value of this loan was substantially the same as the amount received. Warrants associated with the First July 2024 Facility Agreement were measured at fair value and recorded as equity.

As of December 31, 2024, the Company incurred deferred debt issuance costs of $315 which were recorded in other current assets in the Company’s Balance Sheet. These costs consisted of a one-time fee to the lender of the First July 2024 Facility Agreement, an annual advance interest payment and other additional direct costs. The amortization of the deferred debt issuance costs was recorded as financial expense and amounted to $34 for the three months ended March 31, 2025.

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

NOTE 7: LOANS (Cont.)

G. Second July 2024 Facility Agreement

On July 28, 2024, The Company entered into a credit line agreement with certain lenders (the “Second July 2024 Facility Agreement”) for a total amount of $3.0 million (the “Second July 2024 Facility Loan Amount”).

The Second July 2024 Facility Agreement will remain available until the earliest of: (a) (1) full utilization of the Second July 2024 Facility Loan Amount, (a)(2) after 40 months from the date of Second July 2024 Facility Agreement, and (b) upon such date that the Company completes a $2.5 million financing transaction.

The Second July 2024 Facility Loan Amount will accrue interest at a rate of 12% per annum. The interest for the first year was paid in advance in: (a) 360,000 shares of the Company’s common stock, reflecting a share price of $1.00 per share for each dollar of interest accrued on the total amount, and (b) 360,000 warrants to purchase 360,000 common stock of the Company at an exercise price of $1.00 per share. The warrants are exercisable for three years from the date of Second July 2024 Facility Agreement. Starting from the second year of the Second July 2024 Facility Agreement, the interest will be paid in cash to the lenders.

Immediately after the Uplist, $160 out of the Second July 2024 Facility Loan Amount will be automatically converted into common stock of the Company at an exercise price of $1.00 per share. Additionally, the Company will issue an identical number of warrants to purchase common stock of the Company at an exercise price of $1.00 per share.

Furthermore, the Company paid the lenders of the Second July 2024 Facility Agreement a one-time fee consisting of 150,000 common stock of the Company, which represent a fee of five percent (5%) of the Second July 2024 Facility Loan Amount at a share price of $1.00 per share.

The conversion related features of the Second July 2024 Facility Agreement were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each cut-off date.

In connection with the Second July 2024 Facility Agreement, the Company received a loan of $80 which was recorded as a short-term convertible loan. The fair value of this loan was substantially the same as the amount received. Warrants associated with the Second July 2024 Facility Agreement were measured at fair value and recorded as equity.

As of December 31, 2024, the Company incurred deferred debt issuance costs of $302 which were recorded in other current assets in the Company’s Balance Sheet. These costs consisted of a one-time fee to the lenders of the Second July 2024 Facility Agreement, an annual advance interest payment and other additional direct costs. The amortization of the deferred debt issuance costs was recorded as financial expense and amounted to $30 for the three months ended March 31, 2025.

VIEWBIX INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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