Quantum X Labs Inc 8-K/A, filed Jun 9, 2025

Quantum X Labs Inc. (QXL)

8-K/A 2025-06-09 For: 2025-03-23

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Added on April 08, 2026

About this 8-K/A

Quantum X Labs Inc filed this 8-K/A on June 9, 2025, reporting on events of March 23, 2025.

Items reported

Item 9.01: Financial statements and exhibits

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Delaware		68-0080601
(State of Incorporation)		(I.R.S. Employer Identification No.)

3 Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel		6971068
(Address of Registrant’s Office)		(ZIP Code)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Exhibit No.		Description

99.1		Unaudited Pro Forma Condensed Combined Financial Information

99.2		Audited Consolidated Financial Information of Metagramm Software Ltd. for the year ended December 31, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	Viewbix Inc.

	By:	/s/ Amihay Hadad
	Name:	Amihay Hadad
	Title:	Chief Executive Officer

	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

	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

	●	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 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.

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

	(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.

	Page

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheet	F-3

Consolidated Statement of Operations	F-5

Consolidated Statement of Changes in Shareholders’ Equity (Deficiency)	F-6

Consolidated Statement of Cash Flows	F-7

Notes to Consolidated Financial Statement	F-8

●	Exercise professional judgment and maintain professional skepticism throughout the audit.

●	Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

●	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

●	Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

●	Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

		As of December 31,
	Note	2024

ASSETS

CURRENT ASSETS

Cash and cash equivalents			18
Other current assets			14

Total current assets			32

NON-CURRENT ASSETS

Property and equipment, net	3		2
Intangible assets, net	4		123

Total non-current assets			125

Total assets			157

		As of December 31,
	Note	2024

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable			5
Employees and payroll accruals			4
Related parties			37
Shareholders loans	5		307

Total current liabilities			353

SHAREHOLDERS’ EQUITY

Ordinary Shares of NIS0.001 par value - Authorized: 10,000,000 shares; Issued and outstanding: 666,643 as of December 31, 2024.			(*)
Additional Paid-in capital			250
Accumulated deficit			(446	)

Total shareholders’ deficiency			(196	)

Total liabilities and shareholders’ deficiency			157

		Year ended December 31,
	Note	2024

Revenues			137

Costs and Expenses:
Research and development	6A		171
Selling and marketing	6B		62
General and administrative	6C		81
Depreciation and amortization	3		110

Operating loss			287

Financial expense, net			110

Net loss			397

	Ordinary Shares (*)				Additional Paid-in		Accumulated Surplus			Total Equity
	Number		Amount		capital		(deficit)			(deficiency)

Balance as of January 1, 2024		666,643		(*)		250		(49	)		201
Net loss		-		-		-		(397	)		(397	)

Balance as of December 31, 2024		666,643		(*)		250		(446	)		(196	)

	Year ended December 31,
	2024

Cash flows from Operating Activities
Net loss		(397	)

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortizations		110
Loss from sale of securities (see note 5)		88

Changes in assets and liabilities items:
Increase in other current assets		(1	)
Decrease in loans from related parties		14

Net cash used in operating activities		(186	)

Cash flows from Investing Activities
Cash received from sale of securities		99

Net cash provided by investing activities		99

Cash flows from Financing Activities
Receipt of loans from shareholders		55

Net cash provided by financing activities		55

Decrease in cash and cash equivalents		(32	)

Cash and cash equivalents at beginning of period		50

Cash and cash equivalents at end of period		18

	As of December 31,
	2024

Cost:
Computers and peripheral equipment	$	111
Office furniture	$	1
Total cost	$	112

Less: accumulated depreciation		(110	)
Property and equipment, net		2

	Internal-use Software
Balance as of January 1, 2024		196
Amortization recognized during the year		(73	)

As of December 31, 2024		123

	For the year ended December 31,
	2024

Professional services and subcontractors	$	55
Cloud services and maintenance costs		116
	$	171

	For the year ended December 31,
	2024

Advertising and marketing expenses	$	60
Other		2
	$	62

	For the year ended December 31,
	2024

Salaries and related expenses	$	51
Professional services		5
Other		25
	$	81

	On March 24, 2025 (the “Closing Date”), the Company’s shareholders entered into a securities exchange agreement with Viewbix Inc. (“Viewbix”), a company incorporated in the State of Delaware (the “Viewbix Agreement”). Pursuant to the Viewbix Agreement, Viewbix acquired 100% of the Company’s shares in exchange for consideration of $5,159. The consideration was paid to the Company’s shareholders in the form of 1,323,000 shares of common stock of Viewbix, representing 19.99% of Viewbix’s issued and outstanding share capital immediately following the acquisition.

	In addition, the Company agreed to pay Metagramm’s shareholders cash earn-out payments on a pro rata basis of up to a cumulative sum of $2.0 million, contingent on achieving certain financing and revenue milestones within 3 years following the Closing Date.

	As part of the Viewbix Agreement, the Xylo Loan, the Pure Loan, and the related party balances were converted into 51,877 ordinary shares of the Company prior to the Closing Date.