8-K/A

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

CURRENT

REPORT

Pursuant

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

Date of report (date of earliest event reported): June 9, 2025 (March 23, 2025)

VIEWBIX

INC.

(Exact Name of Registrant as Specified in its Charter)

Commission

File No.: 000-42681

Delaware	68-0080601
(State<br> of Incorporation)	(I.R.S.<br> Employer Identification No.)
3<br> Hanehoshet St, Building B, 7th floor, Tel Aviv, Israel	6971068
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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. ☐

Explanatory

Note

On March 24, 2025, Viewbix Inc. (the “Company”) filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Original Form 8-K”), reporting that on March 24, 2025, the Company completed acquisition of Metagramm Software Ltd. (“Metagramm”) pursuant to the securities exchange agreement (the “Acquisition”) with Metagramm and all of the shareholders of Metagramm.

This Amendment No. 1 to this Current Report on Form 8-K (“Amendment No. 1”) amends the Original Form 8-K to provide with respect to the unaudited pro forma condensed combined financial information of the Company and the audited consolidated financial information of Metagramm for the year ended December 31, 2024 as Exhibit 99.2.

Item9.01 Financial Statements and Exhibits.

The unaudited pro forma condensed combined financial information of the Company updated to reflect the effect of the Acquisition as if it had occurred on December 31, 2024 and on January 1, 2024, is filed herewith as Exhibit 99.1 and the audited consolidated financial information of Metagramm for the year ended December 31, 2024 are filed herewith as Exhibit 99.2. and are incorporated into this Item 9.01(a) by reference thereto.

The unaudited pro forma condensed combined financial information does not necessarily reflect what the Company’s results of operations, balance sheets or cash flows would have been during the periods presented had the Acquisition been completed in prior periods and does not necessarily indicate what the Company’s results of operations, balance sheets, cash flows or costs and expenses will be in the future.

(d) Exhibits.

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<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: June 9, 2025

Exhibit99.1

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UNAUDITEDPRO 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.

UNAUDITEDPRO FORMA CONDENSED COMBINED BALANCE SHEETS

Asof December 31, 2024

(U.S.dollars in thousands)

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			Metagramm			Transaction<br> Accounting<br> Adjustments				Pro<br> 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

All values are in US Dollars.

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UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Forthe period ended December 31, 2024

(U.S.dollars in thousands)

	Viewbix Inc			Metagramm		Transaction Accounting Adjustments			Pro <br> 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<br> in these condensed consolidated financial statements have been retroactively adjusted to reflect the 1-for-4 reverse stock split<br> effected on March 14, 2025.
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Notesto Unaudited Pro Forma Condensed Combined Consolidated Financial Information

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Note1 - 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<br> consolidated statement of balance sheets as of December 31, 2024, and the related notes, included in the Annual; and
●	Metagramm’s audited<br> balance sheets as of December 31, 2024, and the related notes, included as Exhibit 99.2 to this Form 8-K.

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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<br> consolidated statement of operations for the period ended December 31, 2024, and the related notes included in the Annual Report;<br> and
●	Metagramm’s audited<br> 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.

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Note2 - 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.

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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.

Note3 - 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<br> recognize $760 thousand of Metagramm’s identified intangible assets comprised of technology<br> with an 5-year useful life;
(2)	to<br> recognize $420 thousand of Metagramm’s identified intangible assets comprised of customer<br> relations with a 2.5-year useful life;
(3)	to<br> recognize $272 thousand of Metagramm’s deferred tax liabilities associated with the<br> identified intangible assets; and
(4)	to<br> recognize Metagramm’s goodwill of $5,125 thousand.
(b)	Represents the consolidation<br> equity elimination upon consolidation of Metagramm.
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Exhibit99.2

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METAGRAMMSOFTWARE LTD.

CONSOLIDATEDFINANCIAL STATEMENTS

DECEMBER31, 2024

CONTENTS

	Page
Report<br> of Independent Registered Public Accounting Firm	F-2
Consolidated<br> Balance Sheet	F-3
Consolidated<br> Statement of Operations	F-5
Consolidated<br> Statement of Changes in Shareholders’ Equity (Deficiency)	F-6
Consolidated<br> Statement of Cash Flows	F-7
Notes<br> to Consolidated Financial Statement	F-8

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INDEPENDENTAUDITOR’S REPORT

Tothe Shareholders and Board of Directors of Metagramm Software Ltd.

Opinion

We have audited the consolidated financial statements of Metagramm Software Ltd. and its subsidiary (the “Company”), which comprise the consolidated balance sheet as of December 31, 2024 and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basisfor Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

SubstantialDoubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1B to the financial statements, the Company accumulated losses and negative cashflows from operations raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Responsibilitiesof Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether 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 one year after the date that the financial statements are issued.

Auditor’sResponsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

●	Exercise<br> professional judgment and maintain professional skepticism throughout the audit.
●	Identify<br> and assess the risks of material misstatement of the financial statements, whether due to<br> fraud or error, and design and perform audit procedures responsive to those risks. Such procedures<br> include examining, on a test basis, evidence regarding the amounts and disclosures in the<br> financial statements.
●	Obtain<br> an understanding of internal control relevant to the audit in order to design audit procedures<br> that are appropriate in the circumstances, but not for the purpose of expressing an opinion<br> on the effectiveness of the Company’s internal control. Accordingly, no such opinion<br> is expressed.
●	Evaluate<br> the appropriateness of accounting policies used and the reasonableness of significant accounting<br> estimates made by management, as well as evaluate the overall presentation of the financial<br> statements.
●	Conclude<br> whether, in our judgment, there are conditions or events, considered in the aggregate, that<br> raise substantial doubt about the Company’s ability to continue as a going concern<br> for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

BrightmanAlmagor Zohar & Co.

CertifiedPublic Accountants

AFirm in the Deloitte Global Network

Tel Aviv, Israel

June 9, 2025.

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METAGRAMMSOFTWARE LTD.

CONSOLIDATED BALANCE SHEET

U.S.dollars in thousands

		As<br> of<br><br> <br>December<br> 31,
	Note	2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents			18
Other current assets			14
Total<br> current assets			32
NON-CURRENT ASSETS
Property and equipment, net	3		2
Intangible assets,<br> net	4		123
Total<br> non-current assets			125
Total<br> assets			157

Theaccompanying notes are an integral part of these financial statements.

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METAGRAMMSOFTWARE LTD.

CONSOLIDATED BALANCE SHEET (Cont.)

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

		As of<br><br> <br>December 31,
	Note	2024
LIABILITIES<br> AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable			5
Employees and payroll accruals			4
Related parties			37
Shareholders loans	5		307
Total<br> current liabilities			353
SHAREHOLDERS’ EQUITY
Ordinary Shares of NIS0.001 par value - Authorized: 10,000,000 shares;<br> Issued and outstanding: 666,643 as of December 31, 2024.			(*)
Additional Paid-in capital			250
Accumulated deficit			(446	)
Total shareholders’<br> deficiency			(196	)
Total<br> liabilities and shareholders’ deficiency			157

Theaccompanying notes are an integral part of these financial statements.

(*)	Represents<br> an amount less than $1.

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METAGRAMMSOFTWARE LTD.

CONSOLIDATED STATEMENT OF OPERATIONS

U.S.dollars in thousands

		Year<br> ended<br><br> <br>December<br> 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<br> loss			397

Theaccompanying notes are an integral part of these financial statements.

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METAGRAMMSOFTWARE LTD.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’EQUITY (DEFICIENCY)

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

	Ordinary Shares<br> (*)				Additional<br> Paid-in		Accumulated<br> 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	)
(*)	Represents<br> an amount less than $1.
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Theaccompanying notes are an integral part of these financial statements.

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METAGRAMMSOFTWARE LTD.

CONSOLIDATED STATEMENT OF CASH FLOWS

U.S.dollars in thousands

	Year<br> ended<br><br> <br>December<br> 31,
	2024
Cash<br> flows from Operating Activities
Net loss		(397	)
Adjustments to reconcile<br> 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<br> items:
Increase in other current assets		(1	)
Decrease in loans from<br> related parties		14
Net<br> cash used in operating activities		(186	)
Cash<br> flows from Investing Activities
Cash received from sale<br> of securities		99
Net<br> cash provided by investing activities		99
Cash<br> flows from Financing Activities
Receipt of loans from<br> shareholders		55
Net<br> cash provided by financing activities		55
Decrease in cash and cash<br> equivalents		(32	)
Cash and cash equivalents<br> at beginning of period		50
Cash and cash equivalents<br> at end of period		18

Theaccompanying notes are an integral part of these financial statements.

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METAGRAMMSOFTWARE LTD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

U.S.dollars in thousands

NOTE1: GENERAL

A.Organizational Background and Business Overview

Metagramm Software Ltd. (the “Company”) was incorporated in the state of Israel in January 2022. The Company has a wholly-owned subsidiary in the United States, which was incorporated and commenced operations in July 2023. The Company specializes in developing writing assistance tools that leverage artificial intelligence, machine learning and natural language processing technologies. The Company’s main product is a writing tool designed to provide personalized and customized text tailored to the user’s unique expression and can translate various languages into English. The Company licenses its products on a subscription basis to businesses and individual customers.

B.Going Concern

The Company has incurred an operating loss of $287 and generated negative cash flow from operating activities of $186 for the ended December 31, 2024. Additionally, as of December 31, 2024, the Company had cash and cash equivalents of $18 and shareholders’ deficiency of $196. Management expects the Company to continue to generate operating losses.

Management plans to address these conditions by raising funds through its parent company, Viewbix Inc. (see note 7) and by generating larger volumes of revenues. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives, or that the Company will successfully generate sufficient revenue to meet its objectives.

Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.

NOTE2: SIGNIFICANT ACCOUNTING POLICIES

A.Basis of Presentation and Principles of Consolidation:

The accompanying financial statements include the accounts of the Company and its wholly owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation.

B.Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported of assets and liabilities and disclosure at the date of the financial statements and the reported amounts of income and expense during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, income taxes, deferred taxes, share-based compensation and leases. Actual results could differ from those estimates.

C.Functional Currency and Foreign Currency Transactions

The functional currency is the currency that best reflects the economic environment in which the Company operates and conducts its transactions. The Company’s management believes that the functional currency of the Company is the U.S. dollar.

Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars at each reporting period end in accordance with ASC No. 830 “Foreign Currency Matters.” All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financing income or expenses as appropriate.

D.Cash and cash equivalents

The Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents.

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METAGRAMMSOFTWARE LTD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

U.S.dollars in thousands

NOTE2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)

E.Fixed assets

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line basis over the estimated useful lives, at the following annual rate:

	%
Computers<br> and office furniture		33

F.Revenue Recognition

As described in note 1.A, the Company generates revenues from licensing its products on a subscription basis to business and individual customers. These subscription services revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”).

Subscription services revenue is generated from fees charged to customers for access to the Company’s writing solution. The performance obligation is satisfied ratably over the contract period as the service is provided, commencing when the subscription service is made available to the customer. The Company’s contracts with customers are generally for a term of 12 months.

G.Research and development expenses

Research and development costs are charged to the statements of operations as incurred, except for certain costs relating to internally developed software, which are capitalized.

The Company capitalizes certain internal-use software development costs, consisting of direct subcontractors’ costs associated with creating the internally developed software. Software development projects generally include three stages: (i) the preliminary project stage (all costs expensed as incurred); (ii) the application development stage (costs are capitalized) and (iii) the post implementation/operation stage (all costs expensed as incurred).

The costs capitalized in the application development stage primarily include the costs of designing the application, coding and testing of the system. Capitalized costs are amortized using the straight-line method over the estimated useful life of the software, once it is ready for its intended use.

The Company believes that the straight-line recognition method best approximates the manner in which the expected benefit will be derived. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

The Company didn’t capitalize internal-use software development costs during the year 2024.

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METAGRAMMSOFTWARE LTD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

U.S.dollars in thousands

NOTE2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)

H.Intangible assets, other than goodwill

Intangible assets with a finite useful life are amortized in a straight line over their estimated useful life subject to impairment testing. A change in the estimated useful life of an intangible asset with a finite useful life is treated prospectively.

The useful life used to amortize intangible assets with a finite useful life is at the following annual rate:

	%
Internal-use<br> software		33

NOTE3: PROPERTY AND EQUIPMENT, NET

Composition:

	As<br> of<br><br> <br>December<br> 31,
	2024
Cost:
Computers and peripheral equipment	$	111
Office furniture	$	1
Total cost	$	112
Less: accumulated depreciation		(110	)
Property and equipment,<br> net		2

Depreciation expenses totaled $37 for the year ended December 31, 2024.

NOTE4: INTANGIBLE ASSETS, NET

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	Internal-use<br><br> <br>Software
Balance as of January 1, 2024		196
Amortization recognized during the year		(73	)
As of December 31,<br> 2024		123

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METAGRAMMSOFTWARE LTD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

U.S.dollars in thousands

NOTE5: SHAREHOLDERS LOAN

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On April 2, 2023, the Company entered into an agreement with Xylo Technologies Ltd. (“Xylo”). Pursuant to the agreement, the Company allocated to Xylo 133,243 ordinary shares, representing 19.99% of the Company’s ordinary shares following the allocation date.

In consideration of the Company’s ordinary shares allocation, Xylo provided to the Company: (a) Xylo’s ordinary shares in the amount of $250 (b) shareholder loan in the amount of $250 (“Xylo Loan”).

The Xylo Loan bears non-compounding annual interest at a rate of 6% from the date of issuance until full repayment of the Xylo Loan and/or the Shareholder Loans, together with any accrued interest (see also note 7).

On May 30, 2024, the Company entered into a loan agreement with Pure Capital Ltd. according to which the Company received during 2024 a loan of $55 with a term of 24 months (“Pure Loan”). The loan bears non-compounding annual interest at a rate of 6% and will be repaid in a single lump-sum payment along with the accrued interest at the end of the term (see note 7).

NOTE6: ADDITIONAL INFORMATION REGARDING PROFIT AND LOSS ITEMS

Composition:

A.Research and development expenses:

	For<br> the year ended<br><br> <br>December<br> 31,
	2024
Professional services and subcontractors	$	55
Cloud services and maintenance<br> costs		116
	$	171

B.Selling and marketing expenses:

	For<br> the year ended<br><br> <br>December<br> 31,
	2024
Advertising and marketing expenses	$	60
Other		2
	$	62

C. General and administrative expenses:

	For<br> the year ended<br><br> December 31,
	2024
Salaries and related expenses	$	51
Professional services		5
Other		25
	$	81

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METAGRAMMSOFTWARE LTD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

U.S.dollars in thousands

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NOTE7: SUBSEQUENT EVENTS

On March 24, 2025 (the<br> “Closing Date”), the Company’s shareholders entered into a securities exchange agreement with Viewbix Inc. (“Viewbix”),<br> a company incorporated in the State of Delaware (the “Viewbix Agreement”). Pursuant to the Viewbix Agreement, Viewbix<br> acquired 100% of the Company’s shares in exchange for consideration of $5,159. The consideration was paid to the Company’s<br> shareholders in the form of 1,323,000 shares of common stock of Viewbix, representing 19.99% of Viewbix’s issued and outstanding<br> share capital immediately following the acquisition.
In addition, the Company agreed to pay Metagramm’s<br> shareholders cash earn-out payments on a pro rata basis of up to a cumulative sum of $2.0 million, contingent on achieving certain<br> financing and revenue milestones within 3 years following the Closing Date.
As<br> part of the Viewbix Agreement, the Xylo Loan, the Pure Loan, and the related party balances were converted into 51,877 ordinary shares<br> of the Company prior to the Closing Date.

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