8-K - QXL - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 15, 2023

VIEWBIX

INC.

(Exact Name of Registrant as Specified in its Charter)

Commission

File No.: 000-15746

Delaware	68-0080601
(State<br> of Incorporation)	(I.R.S.<br> Employer Identification No.)
11<br> Derech Menachem Begin Street, Ramat Gan,	5268104
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(Address<br> of Registrant’s Office)	(ZIP<br> Code)

Registrant’s

Telephone Number, including area code: +972 9-774-1505

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item2.02 Results of Operations and Financial Condition.

On May 15, 2023, Viewbix Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2023. In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles (“GAAP”), the Company also discloses non-GAAP EBITDA results, which are adjusted from GAAP to exclude specific items that are generally not indicative of its core operations. The Company is presenting non-GAAP information because the Company believes it is useful for investors in assessing the Company’s operating results. A copy of the release is furnished with this report as an exhibit pursuant to “Item 2.02. Results of Operations and Financial Condition” of Form 8-K in accordance with SEC Release Nos. 33-8216 and 34-47583.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item9.01 Financial Statements and Exhibits.

(d)	Exhibits
Exhibit No.	Description
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99.1	Press release, dated May 15, 2023.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Viewbix Inc.
By:	/s/ Amihay Hadad
Name:	Amihay<br> Hadad
Title:	Chief<br> Executive Officer

Date: May 15, 2023

Exhibit99.1

ViewbixReports its Consolidated Financial Results for the First Quarter of 2023 with Revenues Totaling $20.9 Million

Viewbix,together with its subsidiaries, reached EBITDA of $658 thousand

AmihayHadad, Viewbix’s CEO: “We continue to see impressive growth in demand for our digital content platform’s solutions.... With the trend of profit improvement reported in Gix Media’s search platform as well, we are looking forward to the upcomingquarters.”

Ramat Gan, Israel, May 15, 2023 – Viewbix Inc. (OTC: VBIX) (“Viewbix” or the “Company”), a global developer of mar-tech and ad-tech innovative technologies, today announced its interim consolidated financial results for the first quarter of 2023, highlighted by consistent growth in revenues, which reached $20.9 million.

The Company’s consolidated financial results demonstrate the continued growth of its digital content platform, operated by its subsidiary Cortex Media Group Ltd. (“Cortex”), with strong improvement in its EBITDA, reaching $658 thousand.

“We are very pleased with the performance we have seen in the first quarter of 2023,” said Viewbix CEO, Mr. Amihay Hadad, commenting on the results. “We continue to witness a growth in demand for our digital content platform’s solutions, and the growth we see in these reports is even more impressive considering the fact that the first quarter of the year is generally characterized by a lower volume of activity compared to the average. With the trend of EBITDA improvement reported in Gix Media’s search platform as well, we are looking forward to the upcoming quarters.”

The consolidated results refer to Viewbix’s interim consolidated financial statements (together with its subsidiaries Gix Media Ltd. (“Gix Media”) and Cortex) for the three months ending March 31, 2023, in comparison to the same period of 2022.

Key highlights for the first quarter ended March 31, 2023, include:

●	Revenues for the first quarter of 2023 reached $20.9 million compared to $20.4 million for the<br> same period last year. Out of this amount, the revenues from our digital content platform<br> accounted for $15,752 thousand for the first quarter of 2023.
●	Operating Loss for the first quarter of 2023 was $76 thousand compared to an operating income of<br> $219 thousand for the corresponding period in 2022. The reason for the decrease in the operating<br> income is mainly due to the increase in general and administrative expenses, following the<br> reorganization transaction with Gix Media on September 19, 2022 in the amount of approximately<br> $290 thousand in the first quarter of 2023 in comparison to the same period of 2022.
●	EBITDA (Earnings Before Interest, Taxes, Depreciations, Amortizations) for the first quarter<br> of 2023 amounted to $658 thousand, compared to $805 thousand for the corresponding period<br> in 2022.
●	Net cash from operating activities was positive for the first quarter of 2023 and amounted<br> to $12 thousand as compared to negative net cash from operating activities in the amount<br> of $1,950 thousand for the corresponding period in 2022.

FirstQuarter 2023 Financial Highlights (Including EBITDA Reconciliation):

U.S. dollars in thousands	For the three months ended March 31
	2023			2022			%
Revenues		20,862			20,435			2	%
Operating income (loss)		(76	)		219			(135	)%
EBITDA		658			805			(18	)%
Adjusted EBITDA		688			806			(15	)%
GAAP Net Loss		(345	)		(149	)		(132	)%
Non-GAAP Net Income		337			371			(9	)%
Net Cash from Operations		12			(1,950	)		101	%

U.S. dollars in thousands	For the three months ended March 31
	2023			2022
GAAP Net Loss		(345	)		(149	)
Financial expenses, net		185			337
Taxes on income		84			31
Depreciation and amortization		734			586
EBITDA		658			805
Share-based compensation expenses		30			1
Adjusted EBITDA		688			806
Financial expenses, net		(185	)		(337	)
Taxes on income		(84	)		(31	)
Deferred tax income in connection with amortization of intangible assets		(82	)		(67	)
Non- GAAP Net Income		337			371

Useof Non-GAAP Measures

Viewbix’s financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP, and represent earnings as reported to the U.S. Securities and Exchange Commission (the “SEC”). Viewbix has provided in this release certain financial information that has not been prepared in accordance with GAAP. Viewbix’s management believes that the non-GAAP EBITDA described in the release, which includes adjustments for specific items that are generally not indicative of our core operations, provides additional information that is useful to investors in understanding Viewbix’s underlying performance, business and performance trends, and helps facilitate period-to-period comparisons and comparisons of its financial measures with other companies in Viewbix’s industry. However, the non-GAAP financial measures that Viewbix uses may differ from measures that other companies may use. Non-GAAP financial measures are not required to be uniformly applied, are not audited and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP. Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude share-based compensation expenses, acquisition related expenses, amortization of acquired intangible assets and the related taxes thereon. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) is defined as operating income excluding stock-based compensation expenses, depreciation, acquisition related items consisting of amortization of intangible assets, acquisition related expenses.

AboutViewbix Inc.

Viewbix, through its subsidiaries Gix Media Ltd. and Cortex Media Group Ltd., operates in the field of digital advertising (together, the “Group”). The Group has two main activities: ad-search and digital content. The search platform develops a variety of technological software solutions, that automate, optimize and monetize online campaigns, by acquiring and routing internet user traffic to search engines . The digital content platform creates, edits and markets content in various languages to various target audiences in order to generate revenues from advertisements displayed together with the content, which are posted numerous digital content, marketing and advertising platforms (such as Google, Facebook, Yahoo and Apple), in order to attract internet user traffic for advertisers. Viewbix’s technological tools allow advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their websites.

For more information about Viewbix, visit https://corp.viewbix.com/

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on Viewbix’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release. For example, the Company is using forward-looking statements when stating that certain identified trends of profit improvement reported in its search platform may lead to positive and sustained results in future fiscal quarters, or that financial results demonstrate continued growth and momentum in the digital content platform space. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed in any filings with the SEC. Except as otherwise required by law, Viewbix undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Viewbix is not responsible for the contents of third-party websites.

INVESTORRELATIONS CONTACTS:

Michal Efraty

Investor Relations

+972-(0)52-3044404

michal@efraty.com

VIEWBIXINC.

INTERIMCONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

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

	As of		As of
	March 31, 2023		December 31, 2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents		1,771		4,196
Restricted deposits		184		185
Accounts receivable		15,559		20,945
Loan to parent company		3,635		3,542
Other current assets		822		973
Total current assets		21,971		29,841
NON-CURRENT ASSETS
Severance pay funds		51		52
Deferred taxes		257		340
Property and equipment, net		284		302
Operating lease right-of-use asset		464		486
Intangible assets, net		14,599		15,313
Goodwill		17,361		17,361
Total non-current assets		33,016		33,854
Total assets		54,987		63,695

VIEWBIXINC.

INTERIMCONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.)

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

			As of
			December 31, 2022
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	14,056			19,782
Short-term loans	4,822			5,069
Current maturities of long-term loans	1,879			1,500
Other payables	1,381			2,084
Operating lease liabilities - short term	85			87
Total current liabilities	22,223			28,522
NON-CURRENT LIABILITIES
Accrued severance pay	148			152
Long-term loans, net of current maturities	3,585			2,881
Operating lease liabilities - long term	360			388
Deferred taxes	1,712			1,853
Total non-current liabilities	5,805			5,274
Commitments and Contingencies
SHAREHOLDERS’ EQUITY
Common stock of 0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 14,783,964 shares as of March 31, 2023, and December 31, 2022	3			3
Additional paid-in capital	25,374			25,350
Accumulated deficit	(3,735	)		(3,338	)
Equity attributed to shareholders of Viewbix Inc.	21,642			22,015
Non-controlling interests	5,317			7,884
Total equity	26,959			29,899
Total liabilities and shareholders’ equity	54,987			63,695

All values are in US Dollars.

VIEWBIXINC.

INTERIMCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

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

	For the three months ended March 31,
	2023			2022
Revenues		20,862			20,435
Costs and Expenses:
Traffic-acquisition and related costs		17,981			17,615
Research and development		796			848
Selling and marketing		723			620
General and administrative		704			547
Depreciation and amortization		734			586
Operating income (loss)		(76	)		219
Financial expense, net		185			337
Loss before income taxes		(261	)		(118	)
Income tax expense		84			31
Net loss		(345	)		(149	)
Less: net income attributable to non-controlling interests		52			119
Net loss attributable to shareholders of Viewbix Inc.		(397	)		(268	)
Net income per share – Basic attributed to shareholders:		(0.03	)		(0.02	)
Net income per share – Diluted attributed to shareholders:		(0.03	)		(0.02	)
Weighted average number of shares – Basic:		14,783,964			(*)14,783,964
Weighted average number of shares – Diluted:		15,044,630			(*)15,044,630
(*)	Share<br> and per share data in these financial statements have been retrospectively adjusted to reflect a number of shares that is equivalent<br> to the number of shares of the Company post the Reorganization Transaction.
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