Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On March 24, 2025 (the “Closing Date”), the Viewbix. Inc. (the “Company” or “Viewbix”) entered into a securities exchange agreement (the “Agreement”) with Metagramm Software Ltd., an Israeli company (“Metagramm”), and all of the shareholders of Metagramm (the “Metagramm Shareholders”). Pursuant to the Agreement, the Company acquired 100% of Metagramm’s issued and outstanding share capital in exchange for a consideration of 19.99% of the Company’s issued and outstanding capital stock on a post-closing, pro rata basis (the “Consideration”) equal to 1,323,000 shares of common stock of the Company (the “Acquisition”) and representing a total value of $5,159,000. The Acquisition was completed on March 24, 2025 (the “Closing Date”), resulting in Metagramm becoming a wholly-owned subsidiary of the Company.

In addition, the Company agreed to pay the Metagramm Shareholders cash earn-out payments on a pro rata basis of up to a cumulative sum of $2.0 million, contingent upon the achievement of certain financing and revenue milestones during the 3-year period following the Closing Date.

The unaudited pro forma condensed combined balance sheets are based on the individual historical balance sheets of the Company and Metagramm, prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, as of December 31, 2024, and has been prepared to reflect the effect of the Acquisition, which was completed on March 24, 2025, as if it had occurred on December 31, 2024. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 gives effect to the Acquisition as if it had occurred on January 1, 2024, the beginning of the Company’s fiscal year. The historical condensed combined financial information has been adjusted to give effect to pro forma events that are: 1) directly attributable to the Acquisition; 2) factually supportable; and 3) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma financial statements were prepared in accordance with Article 11 of the U.S. Securities and Exchange Commission, or the SEC, Regulation S-X, or Article 11 of Regulation S-X. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial information have been made, as further described in the accompanying notes.

The unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the Company’s historical audited financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed to the SEC on March 21, 2025, (the “Annual Report”), the historical audited financial information of Metagramm for the year ended December 31, 2024 included as Exhibit 99.1 to this Current Report on Form 8-K, or this Form 8-K.

The unaudited pro forma combined condensed financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have resulted had the Acquisition described above been consummated at the dates indicated, nor is it necessarily indicative of the results of operations which may be realized in the future. Furthermore, the unaudited pro forma combined condensed financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

As of December 31, 2024

(U.S. dollars in thousands)

	Viewbix Inc			Metagramm			Transaction Accounting Adjustments				Pro Forma
Assets
Current Assets:
Cash and cash equivalents	$	624		$	18		$	-			$	642
Restricted deposit		58			-			-				58
Accounts receivables		1,832			-			-				1,832
Loan to parent company		3,981			-			-				3,981
Other receivables		1,257			14			-				1,271

Total Current Assets		7,752			32			-				7,784

Non-current assets:
Deferred taxes		164			-			-				164
Property and equipment, net		27			2			-				29
Intangible assets, net		9,552			123			860		3(a)		10,535
Goodwill		4,579			-			5,125		3(a)		9,704

Total Non-current Assets		14,322			125			5,985				20,432

Total Assets	$	22,074			157			5,985				28,216

Liabilities
Current liabilities:
Accounts payable	$	5,935		$	5		$	-			$	5,940
Short-term loans		2,310			-			-				2,310
Current maturities of long-term loans		3,064			-			-				3,064
Embedded derivatives		29			-			-				29
Short-term convertible loans		779			-			-				779
Other payables		812			348			-				1,160

Total Current liabilities		12,929			353			-				13,282

Non-current liabilities:
Long-term loans, net of current maturities		496			-			-				496
Deferred taxes		1,142			-			198		3(a)		1,340
Earn-out liability		-			-			1,010		3(a)		1,010

Total None Current liabilities		1,638			-			1,208				2,846

Total Liabilities	$	14,567			353			1,208				16,128

Shareholders’ Equity:
Common stock of $0.0001 par value		3			-			-				3
Additional paid-in-capital	$	28,482		$	250		$	4,804		3(b)	$	33,536
Accumulated deficit		(22,714	)		(446	)		(27	)	3(b)		(23,187	)

TOTAL EQUITY		7,507			(196	)		4,777				12,088

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		22,074			157			5,985				28,216

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the period ended December 31, 2024

(U.S. dollars in thousands)

	Viewbix Inc			Metagramm		Transaction Accounting Adjustments			Pro Forma
Revenues	$	26,941			137					27,078

Costs and Expenses:
Traffic-acquisition and related costs		21,987			-		-			21,987
Research and development		1,879			171		-			2,050
Selling and marketing		1,641			62		-			1,703
General and administrative		2,268			81		-			2,349
Depreciation and amortization		3,012			110		320			3,442
Goodwill Impairment		7,675			-		-			7,675
Other expenses, net		34			-		-			34

Operating loss		11,555			287		320			12,162

Finance expenses, net		2,764			110		-			2,874

Loss before income taxes		14,319			397		320			15,036

Income tax benefit		(213	)		-		(74	)		(287	)

Net loss		14,106			397		246			14,749

Net loss attributable to non-controlling interests		2,053			-		-			2,053
Net loss attributable to shareholders		12,053			397		246			12,696

Net loss per share – Basic and diluted attributed to shareholders:		2.69			0.09		0.05			2.84

Weighted-average number of shares used in computing net loss per share, basic and diluted (*)		4,476,013			4,476,013		4,476,013			4,476,013

(*)	Share and per share data in these condensed consolidated financial statements have been retroactively adjusted to reflect the 1-for-4 reverse stock split effected on March 14, 2025.

Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Information

Note 1 - Basis of presentation

The unaudited pro forma condensed combined statement of operations for the period ended December 31, 2024, presents pro forma effect to the Acquisition, which was completed on March 24, 2025, as if it had been completed on January 1, 2024 and was derived from the Company’s historical audited financial statements for the year ended December 31, 2024 included in the Annual Report and the historical audited financial information of Metagramm for the year ended December 31, 2024 included as Exhibit 99.2 to this Form 8-K.

The unaudited pro forma condensed combined financial information herein has been prepared to illustrate the effects of the Acquisition in accordance with U.S. GAAP.

The unaudited pro forma condensed combined balance sheets as of December 31, 2024, assumes that the Acquisition occurred on December 31, 2024.

The unaudited pro forma condensed combined statement of balance sheets as of December 31, 2024, has been prepared using, and should be read in conjunction with, the following:

	●	The Company’s audited consolidated statement of balance sheets as of December 31, 2024, and the related notes, included in the Annual; and

	●	Metagramm’s audited balance sheets as of December 31, 2024, and the related notes, included as Exhibit 99.2 to this Form 8-K.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, have been prepared using, and should be read in conjunction with, the following:

	●	The Company’s audited consolidated statement of operations for the period ended December 31, 2024, and the related notes included in the Annual Report; and

	●	Metagramm’s audited statement of operations for the year ended December 31, 2024 and the related notes attached as Exhibit 99.2 to this Form 8-K.

Information has been prepared based on these preliminary estimates, and the final amounts recorded may differ materially from the information presented. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Acquisition.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments reflecting the consummation of the Acquisition are based on certain currently available information and certain assumptions and methodologies that The Company believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The Company believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Acquisition based on information available to management at the time of the Closing Date and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or balance sheets that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company.

The unaudited pro forma condensed combined financial information does not necessarily reflect what the combined company’s financial condition or results of operations would have been had the transactions occurred on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual balance sheets and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

Note 2 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction, or Transaction Accounting Adjustments, and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur, or Management’s Adjustments. The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

The unaudited pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the combined company following consummation of the Acquisition filed consolidated income tax returns during the periods presented.

Note 3 - Pro Forma Adjustments

The following describes the pro forma adjustments related to the Acquisition, that have been made in the accompanying unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, giving effect to the Acquisition as if it had been consummated on January 1, 2024, all of which are based on preliminary estimates that could change significantly as additional information is obtained:

(a) The preliminary purchase price allocation is as follows (in thousand):

Consideration paid in Company’s shares			$	5,159
Earn-out liability arising from the acquisition				1,010
Total cost of the acquisition				6,169

Less: Acquired tangible assets				136
Excess purchase price				6,033

Fair value adjustments:
Intangible asset – Technology	760
Intangible asset – Customer relations	420
Deferred tax liabilities	(272	)
Total fair value adjustments				908

Goodwill				5,125

The consideration of $5,159 thousand paid in Company’s shares which were allocated to the Metagramm Shareholders at the Closing Date.

The earn-out liability of $1,010 thousand represents the estimated fair value of cash earn-out payments the Company has agreed to pay the Metagramm’ Shareholders, contingent upon the achievement of certain financing and revenue milestones during the 3-year period following the Closing Date.

The pro forma adjustments give effect to the forward acquisition accounting, and specifically:

	(1)	to recognize $760 thousand of Metagramm’s identified intangible assets comprised of technology with an 5-year useful life;

	(2)	to recognize $420 thousand of Metagramm’s identified intangible assets comprised of customer relations with a 2.5-year useful life;

	(3)	to recognize $272 thousand of Metagramm’s deferred tax liabilities associated with the identified intangible assets; and

	(4)	to recognize Metagramm’s goodwill of $5,125 thousand.

(b)

Represents the consolidation equity elimination upon consolidation of Metagramm.