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SUBSEQUENT EVENTS | 9 Months Ended
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Sep. 30, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 13: SUBSEQUENT EVENTS The Company has evaluated subsequent events from September 30, 2025 through November 14, 2025, the date of issuance of these financial statements:
| A. | On November 5, 2025, the Company entered into a non-binding term sheet with Quantum X Labs Ltd. (“Quantum”) and all of the shareholders of Quantum (the “Quantum Shareholders”) with respect to a strategic transaction to acquire 100% of Quantum’s issued and outstanding share capital on a fully diluted and post-closing basis. On November 13, 2025, the Company entered into a new non-binding term sheet (the “Term Sheet”) with Quantum and the Quantum Shareholders pursuant to which the Company will acquire 100% of Quantum’s issued and outstanding share capital (the “Quantum Acquisition”) on a fully diluted and post-closing basis in exchange for the issuance of 40% of the Company’s issued and outstanding capital stock, including the shares of the Company’s common stock, to be issued by the Company pursuant to the Private Placement Offering (see note 13.B), on post-closing basis of the Quantum Acquisition and the Private Placement Offering consisting of (i) shares of the Company’s common stock representing 19.99% of the Company’s issued and outstanding capital stock (the “Exchange Shares”), including the Private Placement Shares (see note 13.B) issued in the Private Placement Offering, and (ii) pre-funded warrants to purchase shares of the Company’s common stock representing 40.0% less the Exchange Shares (the “Exchange Pre-Funded Warrants” and together with the Exchange Shares, the “Viewbix Exchange Securities”). In addition, pursuant to the Term Sheet, the Company may issue additional shares of the Company’s common stock and/or pre-funded warrants to purchase shares of common stock (collectively, the “Earn Out Securities”), which shall not represent in the aggregate more than 65% of the Company’s issued and outstanding capital stock, including the Viewbix Exchange Securities and the Private Placement Shares issued in the Private Placement Offering, on a post-closing basis, upon the achievement of certain milestones as follows: (i) the issuance of a number of Earn-Out Securities equal to 6% of the Company’s issued and outstanding capital stock on a post-closing basis if Quantum completes the first phase of developing its prototype and either enters into a binding collaboration agreement with a recognized quantum hardware provider or files a patent with a recognized patent authority within 18 months from the closing date of the Quantum Acquisition (the “Closing Date”), (ii) the issuance of a number of Earn-Out Securities equal to an additional 8% of the Company’s issued and outstanding capital stock on a post-closing basis if Quantum completes the second phase of developing its prototype and either completes a technical validation report from a recognized design partner confirming successful beta performance or files an additional patent with a recognized patent authority within 30 months of the Closing Date; and (iii) the issuance of a number of Earn-Out Securities equal to an additional 11% of the Company’s issued and outstanding capital stock on a post-closing basis if Quantum reaches beta testing of its platform with partners and/or files an additional patent with a recognized patent authority within 36 months of the Closing Date. The completion of the Quantum Acquisition and the issuance of Viewbix Exchange Securities is subject to final due diligence, the execution of definitive agreements, regulatory approvals, the approval of the Company’s stockholders in accordance with applicable rules or regulations of the Nasdaq Stock Market LLC and customary closing conditions.
| B. | On November 5, 2025, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company agreed to sell and issue in a private placement (the “Private Placement Offering”) an aggregate of 800,000 shares of common stock (the “Private Placement Shares”) or pre-funded warrants to purchase shares of common stock (the “Pre-Funded Warrants”) in lieu of the Private Placement Shares. Each Private Placement Share and Pre-Funded Warrant will be sold together with a number of warrants equal to the aggregate number of Private Placement Shares and Pre-Funded Warrants sold in the Private Placement Offering, or in total warrants to purchase up to an aggregate of 800,000 shares of common stock (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”, and the Warrants together with the Private Placement Shares, the “Securities”), at a combined purchase price of $3.75 per Private Placement Share and accompanying Common Warrant and $3.7499 per Pre-Funded Warrant and accompanying Common Warrant. The Private Placement Offering and the issuance of the Securities is expected to close during December 2025, subject to the satisfaction of customary closing conditions, receipt of the Stockholder Approval (as defined in note 13.A) and the execution of definitive agreements related to the Quantum Acquisition (as defined in note 13.A). The Pre-Funded Warrants will be immediately exercisable upon issuance at an exercise price of $0.0001 per share and will not expire until exercised in full. The Common Warrants will be immediately exercisable upon issuance at an exercise price of $5.625 per share, subject to beneficial ownership limitations as defined in the Private Placement Offering, and will expire five 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 common stock underlying the Common Warrants. In connection with the Private Placement Offering, the Company also entered into an advisory agreement with L.I.A. Pure Capital Ltd. (the “Advisor”) pursuant to which the Company agreed to pay a commission to the Advisor of (i) a cash fee of $150 and (ii) a warrant to purchase 40,000 shares of the Company’s common stock (the “Advisor Warrant”). Payment of the commission is conditioned upon the closing of the Private Placement Offering. The Advisor Warrant will have the same terms as the Common Warrants issued in the Private Placement Offering. In addition, in connection with the closing of the Private Placement Offering, the Company will repay the outstanding loan balance including accrued interest, in the amount of $530 as of November 5, 2025, owed to the Advisor pursuant to the June 2024 Facility Agreement (see note 7.E). Aggregate gross proceeds to the Company in respect of the Private Placement Offering are expected to be approximately $3.0 million, before deducting fees payable to the Advisor and other offering expenses payable by the Company.
| C. | On November 9, 2025 (the “Closing Date”), Gix Media, Cortex, and certain founders of Cortex entered into a share purchase agreement (the “Cortex Sale Agreement”) with Pro Sportority (Israel) Ltd. (the “Purchaser”), a subsidiary of Minute Media Inc. (the “Parent”). Pursuant to the Cortex Sale Agreement, the Purchaser acquired from Gix Media all of its holdings in Cortex, representing 80% of Cortex’s issued and outstanding share capital. The aggregate consideration paid to Gix Media was $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 the Parent (the “Parent Shares”), the most senior class of preferred shares of the Parent. The Parent retains a call option to repurchase the Parent Shares from Gix Media under certain conditions, including insolvency or a change of control of Gix Media. In addition, Gix Media is subject to a two-year non-compete and non-solicitation covenant following the Closing Date.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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