10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to _______________________

Commission file number: 000-15746

VIEWBIX INC.

(Exact Name Of Registrant As Specified In Its Charter)

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

14 Aryeh Shenkar Street, Herzliya, Israel	4672514
(Address of Principal Executive Offices)	(ZIP Code)

Registrant’s Telephone Number, Including Area Code: +972 9-774-1505

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.0001	VBIX	OTCQB

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company.

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[X] (Do not check if a smaller reporting company)	Smaller reporting company	[X]
		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. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

On March 31, 2020, the Registrant had 31,201,669 shares of common stock issued and outstanding.

VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.)

TABLE OF CONTENTS

Item	Description	Page
	PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS	18
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 4.	CONTROLS AND PROCEDURES	20
	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	21
ITEM 1A.	RISK FACTORS	22
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3.	DEFAULT UPON SENIOR SECURITIES	22
ITEM 4.	MINE SAFETY DISCLOSURE	22
ITEM 5.	OTHER INFORMATION	22
ITEM 6.	EXHIBITS	22
	SIGNATURES	23

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VIEWBIX INC. (Formerly known as Virtual Crypto Technologies, Inc.)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2020

CONTENTS

	Page
Condensed Consolidated Balance Sheets for the and Three Months ended March 31, 2020 and Year Ended December 31, 2019 (Unaudited)	2- 3
Condensed Consolidated Statements of Comprehensive Loss for the Three Months ended March 31, 2020 and 2019 (Unaudited)	4
Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Deficit for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	5 - 6
Condensed Consolidated Statements of Cash Flows for Three Months Ended March 31, 2020 and 2019 (Unaudited)	7 - 8
Notes to Condensed Consolidated Financial Statements	9 - 17

1

VIEWBIX INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

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

			As of March 31		As of December 31
	Note		2 0 2 0		2 0 1 9
ASSETS
CURRENT ASSETS
Cash and cash equivalents				110		87
Restricted cash				-		2
Prepaid expenses				12		17
Other accounts receivables		3		38		119
Total current assets				160		225
NON CURRENT ASSETS
Property and equipment, net		4		-		5
Total non-current assets				-		5
Total assets				160		230

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

VIEWBIX INC.

CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.)

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

			As of March 31			As of December 31
	Note		2 0 2 0			2 0 1 9
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Trade payables				1			66
Payable to parent company		11		1,795			1,611
Other accounts payables and accrued liabilities		5		231			246
Total current liabilities				2,027			1,923
Commitments and contingencies
STOCKHOLDERS’ DEFICIT		6
Share Capital
Ordinary shares of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 31,201,669 shares as of December 31, 2019; and March 31, 2020				3			3
Additional paid-in capital				13,015			13,015
Accumulated deficit				(14,885	)		(14,711	)
Total stockholders’ deficit				(1,867	)		(1,693	)
Total liabilities and stockholders’ deficit				160			230

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

VIEWBIX INC. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

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

			For the three months ended March 31
	Note		2 0 2 0			2 0 1 9
Revenues				37			34
Cost of revenues				4			2
Gross profit				33			32
Operating expenses:
Research and development				59			36
Selling and marketing				7			80
General and administrative				175			121
Gain from sale of a subsidiary		1		(8	)		-
Operating loss				200			205
Financial expenses (income), net		8		(28	)		24
Loss before tax				172			229
Taxes on income		9		2			20
Net loss				174			249
Loss per share - basic and diluted		10		0.006			0.91
Weighted average number of ordinary shares outstanding used in the computations of loss per share (in thousands) (*)				31,201,669			273,049

(*) The number of shares prior to the reverse recapitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. Refer to Note 1 for further information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

VIEWBIX INC.

CONSOLIDATED STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT (Unaudited)

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

	Ordinary shares				Additional paid-in		Accumulated			Total shareholders’
	Number		Amount		capital		deficit			deficit
Balance as of  January 1, 2020		31,201,669		3		13,015		(14,711	)		(1,693	)
Net loss for the period		-		-		-		(174	)		(174	)
Balance as of March 31, 2020		31,201,669		3		13,015		(14,885	)		(1,867	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

VIEWBIX INC.

CONSOLIDATED STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT Unaudited)

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

	Preferred A-1				Preferred A-2				Preferred B				Preferred C				Preferred C-1				Preferred C-2				Total temporary		Ordinary shares				Additional paid-in		Accumulated			Total shareholders’
	Number		Amount		Number		Amount		Number		Amount		Number		Amount		Number		Amount		Number		Amount		equity		Number		Amount		capital		deficit			deficit
Balance as of  January 1, 2019 (*)		199,870		*		4,881,654		10		4,556,094		9		7,222,305		15		2,755,706		11		392,407		1		46		273,049		1		12,872		(13,594	)		(721	)
Net loss for the period		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		(249	)		(249	)
Balance as of  March 31, 2019 (*)		199,870		*		4,881,654		10		4,556,094		9		7,222,305		15		2,755,706		11		392,407		1		46		273,049		1		12,872		(13,843	)		(970	)

(*) The number of shares prior to the reverse recapitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. Refer to Note 1 for further information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

VIEWBIX INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

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

	For the three months ended March 31
	2 0 2 0			2 0 1 9
Cash flows from operating activities
Net loss for the period		(174	)		(249	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Gain from sale of a subsidiary		(8	)		-
Depreciation		5			1
Changes in current assets and liabilities:
Decrease in trade receivables		6			14
Decrease (Increase) in prepaid expenses and other receivables		82			(19	)
Increase (decrease) in trade payables		(71	)		19
Increase (decrease) in other accounts payables and accrued liabilites		(16	)		52
Increase in payable to parent company		186			146
Net cash provided by (used in) operating activities		10			(36	)
Cash flows from investing activities
Cash received from sale of a subsidiary		13			-
Net cash provided by Investing activities		13			-
Increase (decrease) in cash and cash equivalents and restricted cash		23			(36	)
Cash and cash equivalents and restricted cash at the beginning of the year		87			53
Cash and cash equivalents and restricted cash at the end of the year		110			17

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

VIEWBIX INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

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

Supplemental Cash Flow Information:

	As of February 31
	2 0 2 0
Current assets excluding cash and cash equivalents		6
Current liabilities		(1	)
Gain from sale of a subsidiary		8
Cash received from the sale of a subsidiary		13

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

NOTE 1: GENERAL

Organizational Background

Viewbix Inc. (formerly known as Virtual Crypto Technologies, Inc.) (the “Company””) was incorporated in the State of Ohio in 1989 under a predecessor name, Zaxis International, Inc. (“Zaxis”). On August 25, 1995, Zaxis merged with a subsidiary of The InFerGene Company, a Delaware corporation, which entity changed its name to Zaxis International, Inc. and the Company was reincorporated in Delaware under the name of Zaxis International, Inc. On December 30, 2014, Zaxis entered into an agreement with Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald Israel”).

Emerald Medical Applications Ltd.

On March 16, 2015, Zaxis and Emerald Israel executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned subsidiary. Emerald Israel was engaged in the business of developing Emerald Israel’s DermaCompare technology and the development, sale and service of imaging solutions utilizing its DermaCompare software for use in derma imaging and analytics for the detection of skin cancer. On January 29, 2018, the Company ceased the DermaCompare operations of its former subsidiary.

On May 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney as special executor for Emerald Israel.

Virtual Crypto Technologies Ltd.

On January 17, 2018, the Company formed a new wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (the “VCT Israel”), to develop and market software and hardware products facilitating, allowing and supporting purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices.

VCT Israel ceased its business operation During the beginning of Q1 2020. On January 27, 2020, VCT Israel was sold to a third party for NIS 50 ($14). The effective closing date of the transaction was February 12, 2020. The gain from the sale of the company was $8.

Transaction with Algomizer Ltd. (the “Recapitalization Transaction”)

On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Algomizer Ltd. (TASE:ALMO), a company organized under the laws of the State of Israel (“Algomizer”), pursuant to which on July 25, 2019 (the “Closing Date”), Algomizer assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd. (“Viewbix Israel”) to the Company in exchange for shares of restricted common stock of the Company, representing 65% of the issued and outstanding share capital of the Company on a fully diluted basis as of the Closing Date following the conversion of certain convertible notes of the Company and excluding certain warrants to purchase shares of the Common Stock expiring in 2020 and additional warrants as further described below (the “Fully Diluted Share Capital”). In addition, upon the earlier of: (a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will issue to Algomizer an additional 1,642,193 shares of restricted common stock of the Company representing 5% of the Fully Diluted Share Capital immediately following the Closing Date.

9

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

NOTE 1: GENERAL (Cont.)

On July 24, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware reflecting its name change from Virtual Crypto Technologies, Inc. to Viewbix Inc. to reflect its new operations and business focus and, effective on August 7, 2019, FINRA approved the Registrant’s name change and its trading symbol was changed from “VRCP” to “VBIX” on the OTCQB.

On the Closing Date, the Company (i) issued 20,281,085 shares of its common stock to Algomizer in exchange for consideration consisting of consideration for its 99.83% holdings in Viewbix Israel, and (ii) 3,434,889 shares of its common stock to holders of convertible notes, which were issued by the Company prior to the Reverse Recapitalization, and which were converted upon the Closing Date. The shares of common stock were issued under Regulation S. The Company also issued a total of 7,298,636 warrants to Algomizer to purchase the Company’s common stock, whereby (i) 3,649,318 of such warrants were issued with an exercise price of $0.48, and (ii) 3,649,318 of such warrants were issued with an exercise price of $0.80.

As a result of the Recapitalization Transaction, Viewbix Israel became a subsidiary of the Company. As the shareholders of Viewbix Israel received the largest ownership interest in the Company, Viewbix Israel was determined to be the “accounting acquirer” in the Recapitalization Transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Viewbix Israel. The number of shares prior to the reverse recapitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.

The Company and its subsidiaries are collectively referred to as the “Company”. Viewbix Israel was incorporated on February 2006 in Israel. The Company has developed an interactive video platform based on Software as a Service (“SaaS”) business model with interactive elements, and the ability to collect and analyze information about each interactive action performed during the viewing of the video clip. The interactive elements and information gathered, allowing the advertiser to analyze user viewing habits and optimize real-time throughout the campaign while increasing the effectiveness of online and live video advertising.

On January 1, 2020, the Company announced certain cost reduction measures due the Company not achieving certain revenues goals.

Going Concern

The Company has incurred $174 in net loss for the period ended March 31, 2020, has $1,867 stockholders’ deficit as of March 31, 2020 and $1,863 in total stockholders’ deficit as of December 31, 2019 .Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through additional raises of capital.

Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. 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. 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.

10

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation:

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

All intercompany accounts and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2019 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 20, 2020 (the “2019 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented .The results for the three months ended March 31, 2020 are not necessarily indicative of the results for the year ending December 31, 2020, or for any future period.

As of March 31, 2020, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2019 Annual Report.

NOTE 3: OTHER ACCOUNTS RECEIVABLES

Composition:

	As of March 31		As of December 31
	2 0 2 0		2 0 1 9
Government authorities		37		118
Other		1		1
		38		119

11

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

NOTE 4: PROPERTY AND EQUIPMENT

Composition:

	As of March 31		As of December 31
	2 0 2 0		2 0 1 9
Cost:
Computers and related equipment		34		34
Office furniture and equipment		9		9
		43		43
Accumulated depreciation		43		38
Net book value		-		5

NOTE 5: OTHER ACCOUNTS PAYABLES

Composition:

	As of March 31		As of December 31
	2 0 2 0		2 0 1 9
Other payables and deferred revenues		86		91
Accrued liabilities		144		149
Other		1		6
		231		246

12

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

NOTE 6: STOCKHOLDERS DEFICT

Composition:

	As of March 31				As of December 31
	2 0 2 0				2 0 1 9
	Authorized		Issued and outstanding		Authorized		Issued and outstanding
	Unaudited
	Number of shares
Ordinary shares		490,000,000		31,201,669		490,000,000		31,201,669

Ordinary Shares:

Ordinary shares confer the right to participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, in distribution of dividends and to equally participate, on share basis, in distribution of excess of assets and funds from the Company and they shall not confer other privileges unless stated hereunder or in the Companies Law otherwise. Some investors have standard anti-dilutive rights, registration rights, and information and representation rights.

Preferred shares (relating to Viewbix Ltd prior to the Recapitalization Transaction):

Preferred shares may have been converted into ordinary shares of Viewbix Ltd at any time. The preferred shares would have automatically converted into ordinary shares if (a) the holders of at least (i) 67% (sixty seven percent) of the issued and outstanding Preferred C/C-1 shares, (ii) a majority of the issued and outstanding Preferred B shares, and (iii) a majority of the issued and outstanding Preferred A shares, so agree in writing; or (b) in the event of an IPO.

The conversion price for any class or series of preferred would have been subject to adjustment, as follows: at any time, upon each issuance or deemed issuance by the Company of any new securities at a price per share less than the applicable conversion price in effect on the date of and immediately prior to the issuance of such new securities, the conversion price shall be reduced.

Preferred shares had priority in the distribution of dividends and upon liquidation in accordance with the Company’s Articles of Association (“AOA”). These rights may be changed if a meeting of the Company’s stockholders gather up and decides on a change of regulations in this context.

The preference mechanism for liquidation and the distribution of dividends gave priority to the most recent preferred stockholders.

The preferred shares were convertible into 16,199,520 ordinary shares of the Company.

Redemption

The Company’s AOA do not provide redemption rights to the holders of the preferred shares. In the event of a liquidation event, all the funds and assets of the Company available for distribution among all the stockholders shall be distributed based on a certain mechanism as described in the Company’s AOA. Although the preferred shares are not redeemable, in the event of certain “deemed liquidation events” that are not solely within the Company’s control (including merger, acquisition, or sale of all or substantially all of the Company’s assets), the holders of the preferred shares would be entitled to preference amounts paid before distribution to other stockholders (as explained in the previous paragraph) and hence effectively redeeming the preference amount. In accordance with ASR 268 and ASC 480 “Distinguishing Liabilities from Equity”, the Company’s preferred shares are classified outside of stockholders’ deficit as a result of these in-substance contingent redemption rights

As of December 31, 209 the preferred shares were no longer outstanding

13

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

 NOTE 6: STOCKHOLDERS DEFICT (Cont.)

Share Exchange

As detailed in Note 1, as part of the Recapitalization Transaction in July 2019, the Company issued 20,281,085 shares of common stock to Algomizer in exchange for its 99.83% holdings in Viewbix Israel. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.As Part of the transaction all preferred shares were converted into ordinary shares

Warrants

The following table summarizes information of outstanding warrants as of March 31, 2020:

	Warrants		Warrant Term	Exercise Price		Exercisable
Class G Warrants		142,857	April 2020	$	4.20		142,857
Class J Warrants		3,649,318	July 2029	$	0.48		3,649,318
Class K Warrants		3,649,318	July 2029	$	0.80		3,649,318

Additionally In connection with the Share Exchange Agreement, upon the earlier of: (a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will issue to Algomizer an additional 1,642,193 shares of restricted common stock of the Company.

All of the Company’s warrants meet the US GAAP criteria for equity classification

During January and March 2020, 50,000 class H warrants expired.

During January 2020, 38,095 class I warrants expired.

NOTE 7: COMMITMENTS AND CONTINGENCIES

During August 2019, a law suit was filed against the Company and, the parent company. Algomizer claiming that the applicants were entitled to receive shares of the Company as part of the consideration in the Company’s acquisition by Algomizer. In the opinion of the Company’s management, the applicants’ claims are based on incorrect assumptions and deals with the distribution of the internal shares between the applicants and the other former shareholders of the Company before the acquisition transaction, resulting in a consideration coming to the applicants following the acquisition transaction. The understanding of the Company and its legal advisers is that the claim may not create financial exposure to the Company.

In April 2017, a lawsuit was filed by a former CEO of the Company with the Tel Aviv District Court (the “Tel Aviv Court”) against the Company claiming certain damages in the total amount of $100,000, under the assertion of wrongful termination by the Company and Emerald Israel. The Company believes these claims to be unsubstantiated and wholly without merit and accordingly filed its response with the Tel Aviv Court in October of 2017. The dispute was initially heard by the Tel Aviv Court on February 13, 2020 and a supplemental hearing has been set for March 19, which has subsequently been postponed to September 29, 2020.

As of March 31, 2020, the company’s management, in consultation with its legal advisors, believes that their claim will be successful and should the plaintiff be successful, they will be awarded an insignificant amount and therefore no amount has been provided for in these financial statements.

14

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

NOTE 8: FINANCIAL EXPENSES (INCOME), NET

Composition:

	For the three months ended March 31
	2 0 2 0			2 0 1 9
	Unaudited
Bank fees		2			2
Exchange rate differences		(49	)		22
Other		19			-
		(28	)		24

NOTE 9: TAXES ON INCOME

A. Tax rates applicable to the income of the Company:

Viewbix Israel are taxed according to Israeli tax laws. The Israeli corporate tax rate is 23% in the years2019 and onwards.

Viewbix Inc. is taxed according to U.S. tax laws. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018.

B. Deferred income taxes:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

	As of March 31			As of December 31
	2 0 2 0			2 0 1 9
Deferred R&D expenses		59			239
Operating loss carryforward		31,627			32,443
		31,686			32,682
Net deferred tax asset before valuation allowance		6,931			7,149
Valuation allowance		(6,931	)		(7,149	)
Net deferred tax asset		-			-

As of March 31, 2020, the Company has provided valuation allowances of $6,931 in respect of deferred tax assets resulting from tax loss carryforward and other temporary differences. Management currently believes that because the Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future.

15

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

NOTE 9: TAXES ON INCOME (Cont.)

C. Available carryforward tax losses:

As of March 31, 2020 Viewbix Israel incurred operating losses in Israel of approximately $13,237 which may be carried forward and offset against taxable income in the future for an indefinite period.

As of March 31, 2020 the Company generated net operating losses in the U.S. of approximately $18,390 Net operating losses in the U.S. are available through 2035. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.

D. Loss (income) from continuing operations, before taxes on income, consists of the following:

	For the three months ended March 31
	2 0 2 0		2 0 1 9
USA		10		60
Israel		162		169
		172		229

NOTE 10: LOSS PER SHARE-BASIC AND DILUTED

Composition:

	For the three months ended March 31
	2 0 2 0		2 0 1 9
	Unaudited
Basic and diluted:
Net loss attributable to ordinary stockholders		174		249
Weighted-average ordinary shares		31,201,669		273,049
Loss per share-basic and diluted		0.006		0.91

16

VIEWBIX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

NOTE 11: TRANSACTION AND BALANCES WITH PARENT COMPANY

Balances:

	As of March 31		As of December 31
	2 0 2 0		2 0 1 9
Payable to parent company		1,795		1,611

As part of the agreement with Algomizer, the parties agreed to have the Company’s operations outsourced to Algomizer from the agreement date and until the acquisition is consummated. The following term were included in the agreement pursuant to the above:

(a)	From May 2018 all of the Company’s employees will become employees of Algomizer.
(b)	Between the periods of May 2018 to October 2018, Algomizer will pay the full expenses of the employees (see A above) as well as other related expenses.
(c)	From the Closing Date, the employees transferred from the Company to Algomizer will dedicate half of their time to the Company’s operations and correspondingly 50% of the costs to be incurred by Algomizer in respect of these employees are to be charged to the Company.

No amounts were paid by the Company to Algomizer during 2020 and 2019 in respect of the above, which resulted in a parent company payable of $1,611 as of December 31, 2019 and $1,795 as of March 31, 2020.

17

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

The following management’s discussion and analysis section should be read in conjunction with the Company’s unaudited financial statements as of March 31, 2020 and 2019, and the related statements of comprehensive loss, statement of changes in stockholders’ equity (deficit) and statements of cash flows for the three months then ended, and the related notes thereto contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”). This management’s discussion and analysis section contains forward-looking statements, such as statements of the Company’s plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions “will,” “may,” “could,” “should,” etc., or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These factors include those contained in section captioned “Risk Factors” of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2020 (the “Annual Report”). The Company’s actual results could differ materially from those contemplated in these forward-looking statements as a result of these factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.

Overview and background

Viewbix Inc. (f/k/a Virtual Crypto Technologies, Inc., f/k/a Emerald Medical Applications Corp.) (the “Registrant” or the “Company”) is an interactive video technology and data platform that provides its clients with deep insights into their video marketing performance as well as the effectiveness of its messaging.

Recent Developments

Share Exchange Agreement

On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Algomizer Ltd. (TASE:ALMO), a company organized under the laws of the State of Israel (“Algomizer”), pursuant to which on July 25, 2019 (the “Closing Date”), Algomizer assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd. (“Viewbix Israel”) to the Company in exchange for shares of restricted common stock, par value $0.0001 per share of the Company (the “Common Stock”), representing 65% of the issued and outstanding share capital of the Company on a fully diluted basis as of the Closing Date, following the conversion of certain convertible notes of the Company and excluding certain warrants to purchase shares of Common Stock expiring in 2020 and additional warrants as further described below (the “Fully Diluted Share Capital”). In addition, upon the earlier of: (a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company agreed to issue to Algomizer an additional 1,642,193 shares of restricted Common Stock representing 5% of the Fully Diluted Share Capital immediately following the Closing Date.

On July 24, 2019, and in connection with the Share Exchange Agreement, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware reflecting its name change from Virtual Crypto Technologies, Inc. to Viewbix Inc. to reflect its new operations and business focus. On August 7, 2019, FINRA approved the Registrant’s name change and its trading symbol was changed from “VRCP” to “VBIX” on the OTCQB.

On the Closing Date, (i) the Company issued 20,281,085 shares of Common Stock to Algomizer in exchange for consideration consisting of 99.83% holdings in Viewbix Israel, and (ii) convertible notes representing 3,434,889 shares of Common Stock then currently issued to holders were converted. The shares of Common Stock were issued under Regulation S. The Company also issued a total of 7,298,636 warrants to purchase shares of Common Stock to Algomizer, whereby (i) 3,649,318 of such warrants to purchase shares of Common Stock were issued with an exercise price of $0.48, and (ii) 3,649,318 of such warrants to purchase shares of Common Stock were issued with an exercise price of $0.80.

Following the Closing Date, Viewbix Israel became a subsidiary of the Registrant. Viewbix Israel was incorporated in February 2006 in Israel.

On January 1, 2020, the Company announced certain cost reduction measures due the Company not achieving certain revenues goals. In connection with these cost reduction measures, on January 1, 2020, Mr. Jonathan Stefansky, the Company’s then chief executive officer and member of the Company’s board of directors, tendered his resignation from the Board, and on the same date the sides reached a mutual understanding whereby Mr. Stefansky would step down as chief executive officer, effective March 1, 2020. On the same date, the Company and Mr. Hillel Scheinfeld, the Company’s then chief operating officer, reached a similar mutual understanding and agreed he would step down, also effective March 1, 2020. Mr. Amihay Hadad, the Company’s chief financial officer, was appointed to the Company’s board of directors on January 1, 2020, and, effective as of March 1, 2020, he was also appointed as the Company’s chief executive officer as well.

18

On January 27, 2020, the Company entered into an agreement with a third-party to sell Virtual Crypto Technologies Ltd. for NIS 50,000 ($14, 459), which transaction was consummated on February 12, 2020.

Results of Operations

Results of Operations During the Three Months Ended March 31, 2020 as Compared to the Three Months Ended March 31, 2019

Our revenues were $37 thousand for the three months ended March 31, 2020, with a slight increase compared to $34 thousand during the same period in the prior year.

Our cost of revenues were $4 thousand for the three months ended March 31, 2020, with a slight increase as compared to $2 thousand during the same period in the prior year.

Our research and development expenses were $59 thousand for the three months ended March 31, 2020, as compared to $36 thousand during the same period in the prior year. The reason for the increase in the three months ended March 31, 2020 is due to the fact that certain expenses during the same period in the prior year were incurred and paid for by Algomizer in accordance with the Share Exchange Agreement.

Our selling and marketing expenses were $7 thousand for the three months ended March 31, 2020, as compared to $80 thousand during the same period in the prior year. The reason for the decrease in the three months ended March 31, 2020 is due to the fact that on January 1, 2020, the Company announced a certain cost reduction measures.

Our general and administrative expenses increased to $175 thousand for the three months ended March 31, 2020 as compared to $121 thousand during the same period in the prior year. The reason for the increase in the three months ended March 31, 2020 is due to the consolidation of the additional subsidiaries as a result of the consummation of the Share Exchange Agreement, which generated certain general and administrative expenses. Furthermore, in contrast to the three month period during the prior year, during the three months ended March 31, 2020, the Company incurred various fees and expenses related to its status as a public company, including certain compliance and consultancy related fees and expenses.

Our financial income was $28 thousand for the three months ended March 31, 2020, compared to financial expenses of $24 thousand during the same period in the prior year. The reason for the financial income in the three months ended March 31, 2020 is due to the US dollar exchange rate increase during the three months ended March 31, 2020 as compared to a decrease during the same period in the prior year.

Our tax on income was $2 thousand for the three months ended March 31, 2020, as compared to $20 thousand during the same period in the prior year. The reason for the decrease in the three months ended March 31, 2020 is due to the fact that during the same period in the prior year the Company recognized one-time tax expenses for prior years.

Liquidity and Capital Resources

Our balance sheet as of March 31, 2020 reflects current assets of $160 thousand, consisting of $110 thousand cash and cash equivalents and other receivables of $50. We also have $2,027 thousand in current liabilities, consisting of $232 thousand in other accounts payables and payable to Algomizer of $1,795 thousand. As of December 31, 2019, we had current assets of $225 thousand mainly consisting of $87 thousand in cash, other receivables of $138 thousand and restricted cash of $2. As of December 31, 2019, we had $1,923 thousand in current liabilities consisting of $312 thousand in other accounts payables and $1,611 thousand payable to Algomizer.

We had negative working capital of $1,867 thousand as of March 31, 2020, as compared to negative working capital of $1,693 thousand on December 31, 2019. Our total liabilities as of March 31, 2020 were $2,027 thousand, as compared to $1,923 thousand on December 31, 2019.

19

During the period ended March 31, 2020, we had positive cash flow from operations of $10 thousand, which was the result of a net loss of $174 thousand, an increase in payable to Algomizer in the amount of $186 thousand, decrease in other payables of $55 thousand and decrease in prepaid expenses and other receivables of $88 thousand.

During the period ended March 31, 2019, we had negative cash flow from operations of $36 thousand, which was the result of a net loss of $249 thousand, increase in payable to Algomizer in the amount of $146 thousand and decrease in trade payables of $71 thousand and increase in prepaid expenses and other receivables of $14 thousand .

There are no limitations in the Company’s Certificate of Incorporation on the Company’s ability to borrow funds or raise funds through the issuance of shares of its common stock to affect a business combination. The Company’s limited resources and lack of having cash-generating business operations may make it difficult to borrow funds or raise capital. The Company’s limitations to borrow funds or raise funds through the issuance of restricted capital stock required to effect or facilitate a business combination may have a material adverse effect on the Company’s financial condition and future prospects, including the ability to complete a business combination.

Until such time as the Company can generate substantial revenues, the Company expects to finance its cash needs through a combination of the sale of its equity and/or convertible debt securities, debt financing and strategic alliances and collaborations. The Company does not have any committed external source of funds. To the extent that the Company raises additional capital through the sale of its equity and/or convertible debt securities, the ownership interest of its stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business. If the Company raises funds through additional collaborations or strategic alliances with third parties, we may have to relinquish valuable rights to our future revenue streams and/or distribution arrangements. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. If the Company is unable to raise additional funds through equity and/or debt financings when needed or on attractive terms, the Company may be required to delay, limit, reduce or terminate the operations of some or all of its business segments.

Going Concern:

The Company has incurred $174 in net losses for the three months ended March 31, 2020, has $1,867 stockholders’ deficit as of March 31, 2020 and $1,693 in total stockholders’ deficit as of December 31, 2019. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through additional raises of capital.

Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. 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. 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of March 31, 2020, the Company’s Chief Executive Officer and Chief Financial Officer, which is currently the same individual, conducted an evaluation (the “Evaluation”) regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the Evaluation, as required by Rules 13a-15 or 15d-15, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were ineffective as of the end of March 31, 2020, and pursuant to the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) because of certain material weaknesses.

20

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations, except as set forth below. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company, threatened against or affecting the Company, our common stock, our officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect, other than as set forth below.

On August 7, 2019, Viewbix Ltd. was named as a co-defendant in a civil lawsuit filed with the Jerusalem District Court (the “Jerusalem Court”) by three shareholders of Viewbix Ltd. (in this section, the “Shareholders”), alleging that they were entitled to receive certain preferred shares in Viewbix Ltd., pursuant to a certain 2007 loan agreement by and between Viewbix Ltd. and the petitioning Shareholders, following the sale of Viewbix Ltd. shares to Algomizer Ltd. (the “Conversion”). The Shareholders sought declaratory recourse from the Jerusalem Court, pursuant to which the Shareholders demanded, inter alia, shares in Algomizer Ltd. on a post-Conversion basis or in a form of alternative compensation. On February 27, 2020, the parties presented their respective arguments before the Jerusalem Court, and the Jerusalem Court determined that the Company is entitled to file a motion for dismissal of the claims by the Shareholders by March 31, 2020, which has subsequently been postponed to May 30, 2020.

In June 2017, a lawsuit was filed with the Tel Aviv District Court (the “Tel Aviv Court”) against Emerald Israel, and other defendants, claiming certain damages in the total amount of approximately $100,000, under the assertion of wrongful termination by Emerald Israel. We believe these claims to be unsubstantiated and wholly without merit and accordingly filed its response with the Tel Aviv Court in October of 2017. The dispute was initially heard by the Tel Aviv Court on February 13, 2020 and a supplemental hearing has been set for March 19, 2020, which has subsequently been postponed to September 29, 2020.

21

In December 2017, a liquidation request was filed with the Tel Aviv Court by a group of former employees of Emerald Israel (the “Employees”), which included claims of insolvency and the failure to make timely payments to the Employees. On December 20, 2017, at a hearing before the Tel Aviv Court, Emerald Israel was ordered to settle its pension debts to the Employees under the applicable Israeli law within 21 days and settle its other debts with the Employees within 60 days, the failure of which would require the winding up of the Company. On May 2, 2018, the Tel Aviv Court gave an order to liquidate Emerald Israel and appointed a special executor for this purpose. The amounts claimed by the Employees is less than $96,000 and will be awarded by the special executor upon the sale of Emerald Israel’s assets.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) The following documents are filed as exhibits to this Quarterly Report or incorporated by reference herein.

Exhibit Number	Description
31.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1**	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.INS	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
*	Filed herewith.
**	Furnished herewith.

22

SIGNATURES

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

	VIEWBIX INC.
	By:	/s/ Amihay Hadad
	Name:	Amihay Hadad
	Title:	Chief Executive Officer and Chief Financial Officer
Date: May 15, 2020		(Principal Executive Officer and Principal Financial Officer)

23

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Amihay Hadad, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2020 of Viewbix Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the year-end covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the year-end presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the year-end in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the year-end covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2020

/s/ Amihay Hadad

Amihay Hadad

Chief Executive Officer and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Viewbix Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Amihay Hadad, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Amihay Hadad

Amihay Hadad

Chief Executive Officer and Chief Financial Officer

Viewbix Inc.

May 15, 2020

XML

Consolidated Statements of Changes in Temporary Equity and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Preferred Stock A-1 [Member]		Preferred Stock A-2 [Member]	Preferred Stock B [Member]	Prefered Stock C [Member]	Preferred Stock C-1 [Member]	Preferred Stock C-2 [Member]	Total Temporary Equity [Member]	Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Accumulated Stockholders' Deficit [Member]	Total
Balance at Dec. 31, 2018		[1]	$ 10	$ 9	$ 15	$ 11	$ 1	$ 46	$ 1	$ 12,872	$ (13,594)	$ (721)
Balance, shares at Dec. 31, 2018	199,870		4,881,654	4,556,094	7,222,305	2,755,706	392,407		273,049
Net loss for the period											(249)	249
Balance at Mar. 31, 2019		[1]	$ 10	$ 9	$ 15	$ 11	$ 1	46	$ 1	12,872	(13,843)	(970)
Balance, shares at Mar. 31, 2019	199,870		4,881,654	4,556,094	7,222,305	2,755,706	392,407		273,049
Balance at Dec. 31, 2019									$ 3	13,015	(14,711)	(1,693)
Balance, shares at Dec. 31, 2019									31,201,669
Net loss for the period											(174)	174
Balance at Mar. 31, 2020									$ 3	$ 13,015	$ (14,885)	$ (1,867)
Balance, shares at Mar. 31, 2020									31,201,669

[1] The number of shares prior to the reverse recapitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. Refer to Note 1 for further information.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2020 shares
Document And Entity Information
Entity Registrant Name	Viewbix Inc.
Entity Central Index Key	0000797542
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	31,201,669
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

XML

Other Accounts Receivables

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Other Accounts Receivables

NOTE 3: OTHER ACCOUNTS RECEIVABLES

Composition:

	As of March 31		As of December 31
	2 0 2 0		2 0 1 9
Government authorities		37		118
Other		1		1
		38		119

XML

Loss Per Share-Basic and Diluted (Tables)

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Schedule of Loss Per Share-Basic and Diluted

Composition:

	For the three months ended March 31
	2 0 2 0		2 0 1 9
	Unaudited
Basic and diluted:
Net loss attributable to ordinary stockholders		174		249
Weighted-average ordinary shares		31,201,669		273,049
Loss per share-basic and diluted		0.006		0.91

XML

Other Accounts Payables (Tables)

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

Schedule of Other Accounts Payables

Composition:

	As of March 31		As of December 31
	2 0 2 0		2 0 1 9
Other payables and deferred revenues		86		91
Accrued liabilities		144		149
Other		1		6
		231		246

XML

Property and Equipment - Schedule of Property and Equipment Composition (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Property and equipment, gross	$ 43	$ 43
Accumulated depreciation	43	38
Net book value		5
Computers and Related Equipment [Member]
Property and equipment, gross	34	34
Office Furniture and Equipment [Member]
Property and equipment, gross	$ 9	$ 9

XML

Transaction and Balances with Parent Company (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Payable to parent company	$ 1,795	$ 1,611
Algomizer Ltd [Member]
Operations costs incurred, percentage	50.00%

XML

Transaction and Balances with Parent Company

3 Months Ended

Mar. 31, 2020

Transaction And Balances With Parent Company

Transaction and Balances with Parent Company

NOTE 11: TRANSACTION AND BALANCES WITH PARENT COMPANY

Balances:

	As of March 31		As of December 31
	2 0 2 0		2 0 1 9
Payable to parent company		1,795		1,611

As part of the agreement with Algomizer, the parties agreed to have the Company’s operations outsourced to Algomizer from the agreement date and until the acquisition is consummated. The following term were included in the agreement pursuant to the above:

(a)	From May 2018 all of the Company’s employees will become employees of Algomizer.
(b)	Between the periods of May 2018 to October 2018, Algomizer will pay the full expenses of the employees (see A above) as well as other related expenses.
(c)	From the Closing Date, the employees transferred from the Company to Algomizer will dedicate half of their time to the Company’s operations and correspondingly 50% of the costs to be incurred by Algomizer in respect of these employees are to be charged to the Company.

No amounts were paid by the Company to Algomizer during 2020 and 2019 in respect of the above, which resulted in a parent company payable of $1,611 as of December 31, 2019 and $1,795 as of March 31, 2020.

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 7: COMMITMENTS AND CONTINGENCIES

During August 2019, a law suit was filed against the Company and, the parent company. Algomizer claiming that the applicants were entitled to receive shares of the Company as part of the consideration in the Company’s acquisition by Algomizer. In the opinion of the Company’s management, the applicants’ claims are based on incorrect assumptions and deals with the distribution of the internal shares between the applicants and the other former shareholders of the Company before the acquisition transaction, resulting in a consideration coming to the applicants following the acquisition transaction. The understanding of the Company and its legal advisers is that the claim may not create financial exposure to the Company.

In April 2017, a lawsuit was filed by a former CEO of the Company with the Tel Aviv District Court (the “Tel Aviv Court”) against the Company claiming certain damages in the total amount of $100,000, under the assertion of wrongful termination by the Company and Emerald Israel. The Company believes these claims to be unsubstantiated and wholly without merit and accordingly filed its response with the Tel Aviv Court in October of 2017. The dispute was initially heard by the Tel Aviv Court on February 13, 2020 and a supplemental hearing has been set for March 19, which has subsequently been postponed to September 29, 2020.

As of March 31, 2020, the company’s management, in consultation with its legal advisors, believes that their claim will be successful and should the plaintiff be successful, they will be awarded an insignificant amount and therefore no amount has been provided for in these financial statements.

XML

Taxes on Income - Schedule of Loss Before Taxes on Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Total loss before taxes on income	$ 172	$ 229
USA [Member]
Total loss before taxes on income	10	60
Israel [Member]
Total loss before taxes on income	$ 162	$ 169

XML

Other Accounts Payables - Schedule of Other Accounts Payables (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Other payables and deferred revenues	$ 86	$ 91
Accrued liabilities	144	149
Other	1	6
Total other accounts payables	$ 231	$ 246

XML

Commitments and Contingencies (Details Narrative) - Tel Aviv District Court [Member] $ in Thousands	Apr. 30, 2017 USD ($)
Claiming of damages value	$ 100
Loss contingency description	The Company believes these claims to be unsubstantiated and wholly without merit and accordingly filed its response with the Tel Aviv Court in October of 2017. The dispute was initially heard by the Tel Aviv Court on February 13, 2020 and a supplemental hearing has been set for March 19, which has subsequently been postponed to September 29, 2020. As of March 31, 2020, the company's management, in consultation with its legal advisors, believes that their claim will be successful and should the plaintiff be successful, they will be awarded an insignificant amount and therefore no amount has been provided for in these financial statements.

XML

Loss Per Share-Basic and Diluted

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Loss Per Share-Basic and Diluted

NOTE 10: LOSS PER SHARE-BASIC AND DILUTED

Composition:

	For the three months ended March 31
	2 0 2 0		2 0 1 9
	Unaudited
Basic and diluted:
Net loss attributable to ordinary stockholders		174		249
Weighted-average ordinary shares		31,201,669		273,049
Loss per share-basic and diluted		0.006		0.91

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Stockholders Deficit

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Stockholders Deficit

NOTE 6: STOCKHOLDERS DEFICT

Composition:

	As of March 31				As of December 31
	2 0 2 0				2 0 1 9
	Authorized		Issued and outstanding		Authorized		Issued and outstanding
	Unaudited
	Number of shares
Ordinary shares		490,000,000		31,201,669		490,000,000		31,201,669

Ordinary Shares:

Ordinary shares confer the right to participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, in distribution of dividends and to equally participate, on share basis, in distribution of excess of assets and funds from the Company and they shall not confer other privileges unless stated hereunder or in the Companies Law otherwise. Some investors have standard anti-dilutive rights, registration rights, and information and representation rights.

Preferred shares (relating to Viewbix Ltd prior to the Recapitalization Transaction):

Preferred shares may have been converted into ordinary shares of Viewbix Ltd at any time. The preferred shares would have automatically converted into ordinary shares if (a) the holders of at least (i) 67% (sixty seven percent) of the issued and outstanding Preferred C/C-1 shares, (ii) a majority of the issued and outstanding Preferred B shares, and (iii) a majority of the issued and outstanding Preferred A shares, so agree in writing; or (b) in the event of an IPO.

The conversion price for any class or series of preferred would have been subject to adjustment, as follows: at any time, upon each issuance or deemed issuance by the Company of any new securities at a price per share less than the applicable conversion price in effect on the date of and immediately prior to the issuance of such new securities, the conversion price shall be reduced.

Preferred shares had priority in the distribution of dividends and upon liquidation in accordance with the Company’s Articles of Association (“AOA”). These rights may be changed if a meeting of the Company’s stockholders gather up and decides on a change of regulations in this context.

The preference mechanism for liquidation and the distribution of dividends gave priority to the most recent preferred stockholders.

The preferred shares were convertible into 16,199,520 ordinary shares of the Company.

Redemption

The Company’s AOA do not provide redemption rights to the holders of the preferred shares. In the event of a liquidation event, all the funds and assets of the Company available for distribution among all the stockholders shall be distributed based on a certain mechanism as described in the Company’s AOA. Although the preferred shares are not redeemable, in the event of certain “deemed liquidation events” that are not solely within the Company’s control (including merger, acquisition, or sale of all or substantially all of the Company’s assets), the holders of the preferred shares would be entitled to preference amounts paid before distribution to other stockholders (as explained in the previous paragraph) and hence effectively redeeming the preference amount. In accordance with ASR 268 and ASC 480 “Distinguishing Liabilities from Equity”, the Company’s preferred shares are classified outside of stockholders’ deficit as a result of these in-substance contingent redemption rights

As of December 31, 209 the preferred shares were no longer outstanding

Share Exchange

As detailed in Note 1, as part of the Recapitalization Transaction in July 2019, the Company issued 20,281,085 shares of common stock to Algomizer in exchange for its 99.83% holdings in Viewbix Israel. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.As Part of the transaction all preferred shares were converted into ordinary shares

Warrants

The following table summarizes information of outstanding warrants as of March 31, 2020:

	Warrants		Warrant Term	Exercise Price		Exercisable
Class G Warrants		142,857	April 2020	$	4.20		142,857
Class J Warrants		3,649,318	July 2029	$	0.48		3,649,318
Class K Warrants		3,649,318	July 2029	$	0.80		3,649,318

Additionally In connection with the Share Exchange Agreement, upon the earlier of: (a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will issue to Algomizer an additional 1,642,193 shares of restricted common stock of the Company.

All of the Company’s warrants meet the US GAAP criteria for equity classification

During January and March 2020, 50,000 class H warrants expired.

During January 2020, 38,095 class I warrants expired.

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Stockholders Deficit (Details Narrative) - shares	1 Months Ended			3 Months Ended
	Mar. 31, 2020	Jan. 30, 2020	Jul. 31, 2019	Mar. 31, 2020
Common stock shares voting description				Ordinary shares confer the right to participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, in distribution of dividends and to equally participate, on share basis, in distribution of excess of assets and funds from the Company and they shall not confer other privileges unless stated hereunder or in the Companies Law otherwise. Some investors have standard anti-dilutive rights, registration rights, and information and representation rights.
Preferred shares conversion description				Preferred shares may have been converted into ordinary shares of Viewbix Ltd at any time. The preferred shares would have automatically converted into ordinary shares if (a) the holders of at least (i) 67% (sixty seven percent) of the issued and outstanding Preferred C/C-1 shares, (ii) a majority of the issued and outstanding Preferred B shares, and (iii) a majority of the issued and outstanding Preferred A shares, so agree in writing; or (b) in the event of an IPO.
Conversion of preferred stock into common shares				16,199,520
Deemed to issued common shares			20,281,085
Shares exchange rate			99.83%
Number of restricted common stock shares issued				1,642,193
Class H Warrants [Member]
Number of warrants expired during period	50,000	50,000
Class I Warrants [Member]
Number of warrants expired during period		38,095

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Financial Expenses (Income), Net - Schedule of Financing (Income) Expenses, Net (Unaudited) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Financial Expenses (Income), Net	$ (28)	$ 24
Bank Fees [Member]
Financial Expenses (Income), Net	2	2
Exchange Rate Differences [Member]
Financial Expenses (Income), Net	(49)	22
Other Financial Income [Member]
Financial Expenses (Income), Net	$ 19

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Loss Per Share-Basic and Diluted - Schedule of Loss Per Share-Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Earnings Per Share [Abstract]
Net loss attributable to ordinary stockholders		$ 174	$ 249
Weighted-average ordinary shares	[1]	31,201,669	273,049
Loss per share-basic and diluted		$ 0.006	$ 0.91

[1] The number of shares prior to the reverse recapitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. Refer to Note 1 for further information.

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Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation:

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

All intercompany accounts and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2019 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 20, 2020 (the “2019 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented .The results for the three months ended March 31, 2020 are not necessarily indicative of the results for the year ending December 31, 2020, or for any future period.

As of March 31, 2020, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2019 Annual Report.

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Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenues		$ 37	$ 34
Cost of revenues		4	2
Gross profit		33	32
Operating expenses:
Research and development		59	36
Selling and marketing		7	80
General and administrative		175	121
Gain from sale of a subsidiary		(8)
Operating loss		200	205
Financial expenses (income), net		(28)	24
Loss before tax		172	229
Taxes on income		2	20
Net loss		$ 174	$ 249
Loss per share - basic and diluted		$ 0.006	$ 0.91
Weighted average number of ordinary shares outstanding used in the computations of loss per share	[1]	31,201,669	273,049

[1] The number of shares prior to the reverse recapitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. Refer to Note 1 for further information.

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Other Accounts Receivable - Schedule of Other Accounts Receivables Composition (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Government authorities	$ 37	$ 118
Other	1	1
Total	$ 38	$ 119

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Taxes on Income (Tables)

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Deferred Income Taxes

Significant components of the Company’s deferred tax assets are as follows:

	As of March 31			As of December 31
	2 0 2 0			2 0 1 9
Deferred R&D expenses		59			239
Operating loss carryforward		31,627			32,443
		31,686			32,682
Net deferred tax asset before valuation allowance		6,931			7,149
Valuation allowance		(6,931	)		(7,149	)
Net deferred tax asset		-			-

Schedule of Loss Before Taxes on Income

	For the three months ended March 31
	2 0 2 0		2 0 1 9
USA		10		60
Israel		162		169
		172		229

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment Composition

Composition:

	As of March 31		As of December 31
	2 0 2 0		2 0 1 9
Cost:
Computers and related equipment		34		34
Office furniture and equipment		9		9
		43		43
Accumulated depreciation		43		38
Net book value		-		5

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Transaction and Balances with Parent Company - Schedule of Payable to Parent Company (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Transaction And Balances With Parent Company
Payable to parent company	$ 1,795	$ 1,611

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Stockholders Deficit - Summary of Outstanding Warrants (Details)	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Class G Warrant [Member]
Warrants	142,857
Warrant Term	April 2020
Warrant Exercise Price | $ / shares	$ 4.20
Warrant Exercisable	142,857
Class J Warrant [Member]
Warrants	3,649,318
Warrant Term	July 2029
Warrant Exercise Price | $ / shares	$ 0.48
Warrant Exercisable	3,649,318
Class K Warrant [Member]
Warrants	3,649,318
Warrant Term	July 2029
Warrant Exercise Price | $ / shares	$ 0.80
Warrant Exercisable	3,649,318

XML

Taxes on Income - Schedule of Deferred Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Deferred R&D expenses	$ 59	$ 239
Operating loss carryforward	31,627	32,443
Total	31,686	32,682
Net deferred tax asset before valuation allowance	6,931	7,149
Valuation allowance	(6,931)	(7,149)
Net deferred tax asset

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Financial Expenses (Income), Net

3 Months Ended

Mar. 31, 2020

Financial Expenses Income Net

Financial Expenses (Income), Net

NOTE 8: FINANCIAL EXPENSES (INCOME), NET

Composition:

	For the three months ended March 31
	2 0 2 0			2 0 1 9
	Unaudited
Bank fees		2			2
Exchange rate differences		(49	)		22
Other		19			-
		(28	)		24

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Property and Equipment

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 4: PROPERTY AND EQUIPMENT

Composition:

	As of March 31		As of December 31
	2 0 2 0		2 0 1 9
Cost:
Computers and related equipment		34		34
Office furniture and equipment		9		9
		43		43
Accumulated depreciation		43		38
Net book value		-		5

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation:

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

All intercompany accounts and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

Unaudited Interim Financial Information

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2019 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 20, 2020 (the “2019 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented .The results for the three months ended March 31, 2020 are not necessarily indicative of the results for the year ending December 31, 2020, or for any future period.

As of March 31, 2020, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2019 Annual Report.

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Transaction and Balances with Parent Company (Tables)

3 Months Ended

Mar. 31, 2020

Transaction And Balances With Parent Company

Schedule of Payable to Parent Company

Balances:

	As of March 31		As of December 31
	2 0 2 0		2 0 1 9
Payable to parent company		1,795		1,611

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Stockholders Deficit (Tables)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Schedule of Ordinary Shares Composition

Composition:

	As of March 31				As of December 31
	2 0 2 0				2 0 1 9
	Authorized		Issued and outstanding		Authorized		Issued and outstanding
	Unaudited
	Number of shares
Ordinary shares		490,000,000		31,201,669		490,000,000		31,201,669

Summary of Outstanding Warrants

The following table summarizes information of outstanding warrants as of March 31, 2020:

	Warrants		Warrant Term	Exercise Price		Exercisable
Class G Warrants		142,857	April 2020	$	4.20		142,857
Class J Warrants		3,649,318	July 2029	$	0.48		3,649,318
Class K Warrants		3,649,318	July 2029	$	0.80		3,649,318

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Feb. 29, 2020
Cash flows from operating activities
Net loss for the period	$ 174	$ 249
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Gain from sale of a subsidiary	(8)
Depreciation	5	1
Changes in current assets and liabilities:
Decrease in trade receivables	6	14
Decrease (Increase) in prepaid expenses and other receivables	82	(19)
Increase (decrease) in trade payables	(71)	19
Increase (decrease) in other accounts payables and accrued liabilities	(16)	52
Increase in payable to parent company	186	146
Net cash provided by (used in) operating activities	10	(36)
Cash flows from investing activities
Cash received from sale of a subsidiary	13
Net cash provided by Investing activities	13
Increase (decrease) in cash and cash equivalents and restricted cash	23	(36)
Cash and cash equivalents and restricted cash at the beginning of the year	87	53
Cash and cash equivalents and restricted cash at the end of the year	$ 110	$ 17
Supplemental Cash Flow Information:
Current assets excluding cash and cash equivalents			$ 6
Current liabilities			(1)
Gain from sale of a subsidiary			8
Cash received from the sale of a subsidiary			$ 13

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
CURRENT ASSETS
Cash and cash equivalents	$ 110	$ 87
Restricted cash		2
Prepaid expenses	12	17
Other accounts receivables	38	119
Total current assets	160	225
NON CURRENT ASSETS
Property and equipment, net		5
Total non-current assets		5
Total assets	160	230
CURRENT LIABILITIES
Trade payables	1	66
Payable to parent company	1,795	1,611
Other accounts payables and accrued liabilities	231	246
Total current liabilities	2,027	1,923
Commitments and contingencies
Share Capital
Ordinary shares of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 31,201,669 shares as of December 31, 2019; and March 31, 2020	3	3
Additional paid-in capital	13,015	13,015
Accumulated deficit	(14,885)	(14,711)
Total stockholders' deficit	(1,867)	(1,693)
Total liabilities and stockholders' deficit	$ 160	$ 230

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General (Details Narrative) $ / shares in Units, ₪ in Thousands, $ in Thousands				3 Months Ended
	Jan. 27, 2020 USD ($)	Jul. 25, 2019 $ / shares shares	Feb. 07, 2019 shares	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Jan. 27, 2020 ILS (₪)	Dec. 31, 2019 USD ($)	Jun. 25, 2019	Dec. 31, 2018 USD ($)
Net loss | $				$ 174	$ 249
Stockholders' deficit | $				$ (1,867)	$ (970)		$ (1,693)		$ (721)
Convertible Notes Holders [Member]
Number of stock issued		3,434,889
Viewbix Ltd [Member]
Ownership percentage								99.83%
Algomizer Ltd [Member]
Number of stock issued		20,281,085
Warrants to purchase common stock		7,298,636
Algomizer Ltd [Member] | Warrant One [Member]
Warrants to purchase common stock		3,649,318
Warrants exercise price | $ / shares		$ 0.48
Algomizer Ltd [Member] | Warrant Two [Member]
Warrants to purchase common stock		3,649,318
Warrants exercise price | $ / shares		$ 0.80
Share Exchange Agreement [Member] | Viewbix Ltd [Member]
Ownership percentage			99.83%
Share Exchange Agreement [Member] | Algomizer Ltd [Member]
Share issued and outstanding, percentage			65.00%
Fully diluted share capital, percentage			5.00%
Restricted Common Stock [Member] | Share Exchange Agreement [Member] | Algomizer Ltd [Member]
Number of stock issued			1,642,193
Virtual Crypto Israel [Member]
Due to related party | $	$ 14
Gain from sale of company | $	$ 8
Virtual Crypto Israel [Member] | NIS [Member]
Due to related party | ₪						₪ 50

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Financial Expenses (Income), Net (Tables)

3 Months Ended

Mar. 31, 2020

Financial Expenses Income Net

Schedule of Financial Expenses (Income), Net (Unaudited)

Composition:

	For the three months ended March 31
	2 0 2 0			2 0 1 9
	Unaudited
Bank fees		2			2
Exchange rate differences		(49	)		22
Other		19			-
		(28	)		24

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General

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

General

NOTE 1: GENERAL

Organizational Background

Viewbix Inc. (formerly known as Virtual Crypto Technologies, Inc.) (the “Company””) was incorporated in the State of Ohio in 1989 under a predecessor name, Zaxis International, Inc. (“Zaxis”). On August 25, 1995, Zaxis merged with a subsidiary of The InFerGene Company, a Delaware corporation, which entity changed its name to Zaxis International, Inc. and the Company was reincorporated in Delaware under the name of Zaxis International, Inc. On December 30, 2014, Zaxis entered into an agreement with Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald Israel”).

Emerald Medical Applications Ltd.

On March 16, 2015, Zaxis and Emerald Israel executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned subsidiary. Emerald Israel was engaged in the business of developing Emerald Israel’s DermaCompare technology and the development, sale and service of imaging solutions utilizing its DermaCompare software for use in derma imaging and analytics for the detection of skin cancer. On January 29, 2018, the Company ceased the DermaCompare operations of its former subsidiary.

On May 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney as special executor for Emerald Israel.

Virtual Crypto Technologies Ltd.

On January 17, 2018, the Company formed a new wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (the “VCT Israel”), to develop and market software and hardware products facilitating, allowing and supporting purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices.

VCT Israel ceased its business operation During the beginning of Q1 2020. On January 27, 2020, VCT Israel was sold to a third party for NIS 50 ($14). The effective closing date of the transaction was February 12, 2020. The gain from the sale of the company was $8.

Transaction with Algomizer Ltd. (the “Recapitalization Transaction”)

On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Algomizer Ltd. (TASE:ALMO), a company organized under the laws of the State of Israel (“Algomizer”), pursuant to which on July 25, 2019 (the “Closing Date”), Algomizer assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd. (“Viewbix Israel”) to the Company in exchange for shares of restricted common stock of the Company, representing 65% of the issued and outstanding share capital of the Company on a fully diluted basis as of the Closing Date following the conversion of certain convertible notes of the Company and excluding certain warrants to purchase shares of the Common Stock expiring in 2020 and additional warrants as further described below (the “Fully Diluted Share Capital”). In addition, upon the earlier of: (a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will issue to Algomizer an additional 1,642,193 shares of restricted common stock of the Company representing 5% of the Fully Diluted Share Capital immediately following the Closing Date.

On July 24, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware reflecting its name change from Virtual Crypto Technologies, Inc. to Viewbix Inc. to reflect its new operations and business focus and, effective on August 7, 2019, FINRA approved the Registrant’s name change and its trading symbol was changed from “VRCP” to “VBIX” on the OTCQB.

On the Closing Date, the Company (i) issued 20,281,085 shares of its common stock to Algomizer in exchange for consideration consisting of consideration for its 99.83% holdings in Viewbix Israel, and (ii) 3,434,889 shares of its common stock to holders of convertible notes, which were issued by the Company prior to the Reverse Recapitalization, and which were converted upon the Closing Date. The shares of common stock were issued under Regulation S. The Company also issued a total of 7,298,636 warrants to Algomizer to purchase the Company’s common stock, whereby (i) 3,649,318 of such warrants were issued with an exercise price of $0.48, and (ii) 3,649,318 of such warrants were issued with an exercise price of $0.80.

As a result of the Recapitalization Transaction, Viewbix Israel became a subsidiary of the Company. As the shareholders of Viewbix Israel received the largest ownership interest in the Company, Viewbix Israel was determined to be the “accounting acquirer” in the Recapitalization Transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Viewbix Israel. The number of shares prior to the reverse recapitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.

The Company and its subsidiaries are collectively referred to as the “Company”. Viewbix Israel was incorporated on February 2006 in Israel. The Company has developed an interactive video platform based on Software as a Service (“SaaS”) business model with interactive elements, and the ability to collect and analyze information about each interactive action performed during the viewing of the video clip. The interactive elements and information gathered, allowing the advertiser to analyze user viewing habits and optimize real-time throughout the campaign while increasing the effectiveness of online and live video advertising.

On January 1, 2020, the Company announced certain cost reduction measures due the Company not achieving certain revenues goals.

Going Concern

The Company has incurred $174 in net loss for the period ended March 31, 2020, has $1,867 stockholders’ deficit as of March 31, 2020 and $1,863 in total stockholders’ deficit as of December 31, 2019 .Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through additional raises of capital.

Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. 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. 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.

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	490,000,000	490,000,000
Ordinary shares, shares issued	31,201,669	31,201,669
Ordinary shares, shares outstanding	31,201,669	31,201,669

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Stockholders Deficit - Schedule of Ordinary Shares Composition (Details) - shares	Mar. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Ordinary shares, shares authorized	490,000,000	490,000,000
Ordinary shares, shares issued	31,201,669	31,201,669
Ordinary shares, shares outstanding	31,201,669	31,201,669

XML

Taxes on Income (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Income tax examination description	On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the "Act"), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018.
Valuation allowances, deferred tax assets	$ 6,931	$ 7,149
Operating loss carryforwards	$ 31,627	$ 32,443
USA [Member]
Income tax examination description	Net operating losses in the U.S. are available through 2035.
US [Member]
Operating loss carryforwards	$ 18,390
Viewbix Israel [Member]
Operating loss carryforwards	$ 13,237
Isreali Corporate Tax [Member]
Corporate tax rate		23.00%

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Other Accounts Receivables (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Schedule of Other Accounts Receivables Composition

Composition:

	As of March 31		As of December 31
	2 0 2 0		2 0 1 9
Government authorities		37		118
Other		1		1
		38		119

XML

Taxes on Income

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

Taxes on Income

NOTE 9: TAXES ON INCOME

A. Tax rates applicable to the income of the Company:

Viewbix Israel are taxed according to Israeli tax laws. The Israeli corporate tax rate is 23% in the years2019 and onwards.

Viewbix Inc. is taxed according to U.S. tax laws. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018.

B. Deferred income taxes:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

	As of March 31			As of December 31
	2 0 2 0			2 0 1 9
Deferred R&D expenses		59			239
Operating loss carryforward		31,627			32,443
		31,686			32,682
Net deferred tax asset before valuation allowance		6,931			7,149
Valuation allowance		(6,931	)		(7,149	)
Net deferred tax asset		-			-

As of March 31, 2020, the Company has provided valuation allowances of $6,931 in respect of deferred tax assets resulting from tax loss carryforward and other temporary differences. Management currently believes that because the Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future.

C. Available carryforward tax losses:

As of March 31, 2020 Viewbix Israel incurred operating losses in Israel of approximately $13,237 which may be carried forward and offset against taxable income in the future for an indefinite period.

As of March 31, 2020 the Company generated net operating losses in the U.S. of approximately $18,390 Net operating losses in the U.S. are available through 2035. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.

D. Loss (income) from continuing operations, before taxes on income, consists of the following:

	For the three months ended March 31
	2 0 2 0		2 0 1 9
USA		10		60
Israel		162		169
		172		229

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Other Accounts Payables

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

Other Accounts Payables

NOTE 5: OTHER ACCOUNTS PAYABLES

Composition:

	As of March 31		As of December 31
	2 0 2 0		2 0 1 9
Other payables and deferred revenues		86		91
Accrued liabilities		144		149
Other		1		6
		231		246