VIEWBIX INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND PLAN OF OPERATION (kind 10-Ok)

Overview

The next plan of operation gives info which administration believes
is related to an evaluation and understanding of our outcomes of operations and
monetary situation. The dialogue ought to be learn together with our consolidated
monetary statements and notes thereto. This part consists of a variety of
forward-looking statements that replicate our present views with respect to future
occasions and monetary efficiency. Ahead-looking statements are sometimes
recognized by phrases like consider, anticipate, estimate, anticipate, intend, mission
and comparable expressions, or phrases which seek advice from future occasions. These
forward-looking statements are topic to sure dangers and uncertainties that
might trigger precise outcomes to vary materially from our predictions.

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Organizational Background

The Registrant was included within the State of Delaware on August 16, 1985,
beneath a predecessor identify, InFerGene Firm. On August 25, 1995, a completely owned
subsidiary of InFerGene Firm merged with Zaxis Worldwide, Inc., which
following such merger, the surviving entity, InFerGene Firm, modified its identify
to Zaxis Worldwide, Inc.

Emerald Medical Purposes Ltd.

On March 16, 2015, Zaxis and Emerald Israel executed a share change settlement,
which closed on July 14, 2015, and Emerald Israel turned the Firm’s
wholly-owned subsidiary. Accordingly, on September 14, 2015, the Firm modified
its identify to Emerald Medical Purposes Corp. On Could 2, 2018, the District
Courtroom of Lod, Israel issued a winding-up order for Emerald Israel and appointed
an Israeli legal professional as particular executor for Emerald Israel.

Digital Crypto Applied sciences Ltd.

On January 17, 2018, the Firm fashioned a brand new wholly-owned subsidiary, VCT. On
February 22, 2018, the Firm’s identify was modified from Emerald Medical
Purposes Corp. to Digital Crypto Applied sciences, Inc. to replicate its new
operations and enterprise focus. On January 27, 2020, VCT Israel was bought to a
third social gathering for NIS 50,000 ($14,459).

Recapitalization Transaction

On February 7, 2019, the Firm entered into the Recapitalization Transaction
with Gix Web, pursuant to which, Gix Web assigned, transferred and
delivered 99.83% of its holdings in Viewbix Israel, to the Firm in change
for Frequent Inventory of the Firm, which resulted in Viewbix Israel turning into a
subsidiary of the Firm. In reference to the Recapitalization Transaction,
efficient as of July 26, 2019, the Firm’s identify was modified from Digital
Crypto Applied sciences, Inc. to Viewbix Inc.

Reorganization Transaction

On September 19, 2022, the Firm consummated the Reorganization Transaction
with Gix Media pursuant to which Gix Media Shares had been exchanged for shares of
the Firm’s Frequent Inventory, which resulted in Gix Media turning into a completely owned
subsidiary of the Firm. Previous to the closing of the Reorganization
Transaction, Gix Media was a majority-owned subsidiary of Gix Web, which
held roughly 58% of the Frequent Inventory of the Firm, on a totally diluted
foundation. Following the Reorganization Transaction, holders of the Gix Media Shares
held 90% of the Firm’s Frequent Inventory on a totally diluted foundation, with Gix
holding 76.67% of the Frequent Inventory on a totally diluted foundation.

Cortex Acquisition

On October 13, 2021, Gix Media acquired 70% (on a totally diluted foundation) of the
share capital of Cortex. In consideration for the Cortex Acquisition, Gix Media
paid NIS 35 million in money (roughly $11 million), out of which an quantity
of $0.5 million was deposited in belief for a interval of 12 months from the
cut-off date. The Cortex Acquisition additionally consists of the duty (and proper) of
Gix Media to amass 30% of Cortex’s Remaining Stability Shares, such that
following the completion of the acquisition of all of the Remaining Stability Shares,
Gix Media will maintain 100% of Cortex’s share capital on a totally diluted foundation. In
January 2023, the Firm acquired a further 10% of Cortex’s share capital.

In reference to the Cortex Acquisition, on the cut-off date, Gix Media
entered into the Financing Settlement with Leumi for the supply of a line of
credit score within the complete quantity of as much as $3.5 million and a long-term mortgage totaling
$6 million, which Gix Media used to finance the Cortex Acquisition.

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Outcomes of Operations in the course of the yr ended December 31, 2022, as in comparison with
the yr ended December 31, 2021

Revenues for the yr ended December 31, 2022, had been $96,603 thousand as in contrast
to $45,224 thousand for the yr finish December 31, 2021. The explanation for the
improve in the course of the fiscal yr ended December 31, 2022, is as a result of Cortex
Acquisition on October 13, 2021, due to this fact, the monetary statements of the
Firm for the yr ended December 31, 2022, embody Cortex’s monetary outcomes
for the complete fiscal yr, in comparison with the monetary statements of the Firm
for the yr ended December 31, 2021, which embody Cortex’s monetary outcomes
for roughly solely two and a half months, for the reason that date of the Cortex
Acquisition.

Visitors acquisition and associated prices for the yr ended December 31, 2022, had been
$83,011 thousand as in comparison with $37,442 thousand for the yr ended December 31,
2021. The explanation for the rise within the yr ended December 31, 2022, is because of
the inclusion of Cortex’s monetary outcomes for various durations of time within the
monetary statements of the Firm for the years ended December 31, 2022, and
2021, as defined above.

Analysis and growth prices for the yr ended December 31, 2022, was $3,255
thousand as in comparison with $2,369 thousand for the yr ended December 31, 2021.
The explanation for the rise within the yr ended December 31, 2022, is as a result of
inclusion of Cortex’s monetary statements.

Gross sales and advertising bills for the yr ended December 31, 2022, was $2,479
thousand as in comparison with $1,345 thousand for the yr ended December 31, 2021.
The explanation for the rise within the yr ended December 31, 2022, is as a result of
inclusion of Cortex’s monetary statements.

Common and administration bills for the yr ended December 31, 2022, was
$2,157 thousand as in comparison with $1,384 thousand for the yr ended December 31,
2021. The explanation for the rise within the yr ended December 31, 2022, is because of
the inclusion of Cortex’s monetary statements.

Our depreciation and amortization bills for the yr ended December 31, 2022,
had been $2,809 thousand, as in comparison with $1,941 thousand throughout the identical interval in
the prior yr. The explanation for the rise, is as a result of Firm’s recording
depreciation and amortization bills in reference to the Cortex Acquisition
on October 13, 2021 and the Reorganization Transaction on September 19, 2022,
reflecting the historic value and depreciation bills of all intangible
belongings as mirrored within the consolidated monetary statements of Medigus Ltd.
(see Word 1b of our audited and consolidated monetary statements showing
elsewhere on this Annual Report on Type 10-Ok).

Our enterprise acquisition and associated prices had been $166 thousand for the yr ended
December 31, 2022, in comparison with $222 thousand in the course of the yr ended December 31,
2021. Within the yr ended December 31, 2022, the Firm’s recorded enterprise
acquisition and associated prices had been in reference to the Reorganization
Transaction within the yr ended December 31, 2021, the Firm’s enterprise
acquisition and associated prices had been in reference to the Cortex Acquisition.

Our web monetary expense was $1,456 thousand for the yr ended December 31,
2022, in comparison with web monetary earnings of $140 thousand for the yr ended
December 31, 2021. The explanation for the rise in monetary bills within the yr
ended December 31, 2022, is primarily attributable to monetary bills in connection
with the Financing Settlement as a part of the Cortex Acquisition on October 13,
2021, the rise of the USD to NIS change charge and the elevated curiosity on
the Firm’s financial institution loans which as a result of vital will increase out there’s
rates of interest in the course of the yr ended December 31, 2022.

Our tax bills had been $153 thousand for the yr ended December 31, 2022, as
in comparison with $90 thousand tax bills for the yr ended December 31, 2021. The
purpose for the rise within the yr ended December 31, 2022, is as a result of
inclusion of Cortex’s monetary statements.

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Liquidity and Capital Assets

As of December 31, 2022, we had present belongings of $29,841 thousand consisting of
$4,196 thousand in money and money equivalents, $185 thousand in restricted
deposits, $20,945 thousand in accounts receivables, $973 thousand in different
present receivables and $3,542 thousand within the mortgage to our father or mother firm, in
accordance with the Second Mortgage Settlement, as outlined under.

As of December 31, 2022, we had non-current belongings of $33,854 thousand
consisting of $52 thousand in severance pay funds, $340 thousand in deferred
taxes, $486 thousand in working lease right-of-use belongings, $302 thousand in
property and gear web, $15,313 thousand in intangible belongings, web and
$17,361 thousand in goodwill.

As of December 31, 2022, we had $28,522 thousand in present liabilities
consisting of $19,782 thousand in accounts payable, $2,084 thousand in different
payables, $6,569 thousand briefly time period loans and present maturities of a
long-term mortgage and $87 thousand in working lease liabilities.

As of December 31, 2022, we had $5,274 thousand in non-current liabilities
consisting of $152 thousand in accrued severance pay, $2,881 thousand long-term
mortgage, $388 thousand in working lease liabilities – long run and $1,853
thousand in deferred taxes.

As of December 31, 2021, we had present belongings of $29,245 thousand consisting of
$5,208 thousand in money and money equivalents, $234 thousand in restricted
deposits, $16,415 thousand in accounts receivables, $1,004 thousand in different
receivables and $6,384 thousand in mortgage to Gix Web, in response to the Second
Mortgage settlement.

As of December 31, 2021, we had non-current belongings of $22,016 thousand
consisting of $83 thousand in severance pay funds, $133 thousand in deferred
taxes, $569 thousand in working lease right-of-use belongings, $334 thousand in
property and gear web, $8,414 thousand in intangible belongings, web and
$12,483 thousand in goodwill.

As of December 31, 2021, we had $26,796 thousand in present liabilities
consisting of $16,676 thousand in accounts payable, $1,317 thousand in different
payables, $6,569 thousand briefly time period mortgage and present maturities of long-term
mortgage, $91 thousand in working lease liabilities and a $2,116 thousand in mortgage
from Gix Web, in response to the First Mortgage settlement, as outlined under.

As of December 31, 2021, we had $5,975 thousand in non-current liabilities
consisting of $188 thousand in accrued severance pay, $4,270 thousand long-term
mortgage, $491 thousand in working lease liabilities – long run and $1,026
thousand in deferred taxes.

We had a constructive working capital of $1,319 thousand and $2,476 thousand as of
December 31, 2022 and December 31, 2021, respectively.

Through the fiscal yr ended December 31, 2022, we had constructive money circulation from
operations of $3,237 thousand which was primarily the results of a $1,117 thousand
in web earnings, $3,233 thousand from constructive changes to working
actions, offset by $1,113 damaging modifications in belongings and liabilities objects.

Through the fiscal yr ended December 31, 2021, we had constructive money circulation from
operations of $4,366 thousand which was primarily the results of a $591 thousand in
web earnings, $1,406 thousand from constructive changes to working actions,
and $2,369 constructive modifications in belongings and liabilities objects.

Through the fiscal yr ended December 31, 2022, we had $74 thousand damaging
money circulation from investing actions as in comparison with $10,765 thousand damaging
money circulation from investing actions in the course of the yr ended December 31, 2021,
which was primarily in reference to the Cortex Acquisition.

Through the fiscal yr ended December 31, 2022, we had $4,224 thousand damaging
money circulation from financing actions which was primarily the results of compensation of
long-term financial institution mortgage in quantity of $1,389 thousand, cost of dividend to
non-controlling pursuits in quantity of $1,689 thousand and improve in mortgage to
father or mother firm in quantity of $1,073 thousand.

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Through the fiscal yr ended December 31, 2021, we had $8,277 thousand constructive
money circulation from financing actions which was primarily the results of $9,500
thousand receipt of long-term and short-term financial institution loans in reference to
Cortex Acquisition, offset by compensation of short-term and long-term financial institution loans
in quantity of 830$ thousand, cost of dividend to non-controlling pursuits in
quantity of $194 thousand and improve in mortgage to father or mother firm in quantity of $199
thousand.

There aren’t any limitations within the Firm’s Certificates of Incorporation on the
Firm’s skill to borrow funds or elevate funds by means of the issuance of shares
of its widespread inventory to have an effect on a enterprise mixture.

On December 18, 2020, we entered right into a Mortgage Settlement (the “Mortgage Settlement”)
with sure traders pursuant to which the traders lent us an combination of
$69,000 (the “Principal Quantity”). In accordance with the phrases of the Mortgage
Settlement, we repaid the curiosity on the Principal Quantity (8% compounded
yearly) to the traders by issuing 19,715 shares of Frequent Inventory, at a value
per share of $0.01. The shares of Frequent Inventory had been issued to the traders
pursuant to Regulation S of the Securities Act of 1933, as amended. In January
2023 we agreed to repay the excellent Principal Quantity to the traders in
three equal month-to-month funds. As of the date of this Annual Report, we delivered
two (2) funds of $23,000 every.

Gix Media has supplied a number of liens beneath the Financing Settlement with Leumi in
reference to the Cortex Transaction, as follows: (1) a floating lien on Gix
Media’s belongings; (2) a lien on Gix Media’s checking account in Leumi; (3) a lien on
Gix Media’s rights beneath the Cortex Transaction; (4) a hard and fast lien on Gix Media’s
mental property; and (5) a lien on all of Gix Media’s holdings in Cortex.

The Firm has additionally supplied a number of liens beneath the Financing Settlement with
Leumi in reference to the Cortex Transaction, as follows: (1) a assure to
Leumi of all of Gix Media’s obligations and undertakings to Leumi limitless in
quantity; (2) a subordination letter signed by the corporate to Leumi; (3) A primary
rating all asset cost over all the belongings of the Firm; and (4) a
Deposit Account Management Settlement over the Firm’s financial institution accounts.

Based on the Financing Settlement, Gix Media undertook to satisfy monetary
covenants over the lifetime of the loans as follows: (1) the ratio of debt to
EBITDA, based mostly on the Gix Media’s consolidated monetary statements in all 4
consecutive quarters, won’t exceed 2.4 within the first two years and won’t
exceed 1.75 within the following two years. As of December 31, 2022, Gix Media is in
compliance with the monetary covenants in reference to the Financing
Settlement.

Availability of Extra Capital

Our potential financing transactions could embody the issuance of fairness and/or
debt securities together with convertible debt, acquiring credit score services, or
different financing mechanisms. Within the occasion that we search to boost funds by means of
further non-public placements of fairness or convertible debt, the buying and selling value
of our widespread inventory could possibly be adversely affected. Additional, any hostile circumstances
within the monetary markets might make it tougher to acquire future financing
by means of the issuance of fairness or debt securities when and if wanted. Even when we
are in a position to elevate a enough quantity of funds which may be required, it’s
potential that we might incur surprising prices and bills or expertise
surprising money necessities that might pressure us to hunt further and/or
different financing. Additional, if we problem further fairness or debt
securities, stockholders could expertise further dilution or the brand new fairness
securities could have rights, preferences or privileges senior to these of
current holders of our widespread inventory. If further financing just isn’t accessible
or just isn’t accessible on acceptable phrases, we could need to curtail our plan of
operations.

Essential Accounting Insurance policies and Estimates

Our vital accounting insurance policies are summarized in Word 2 to our consolidated
monetary statements. We determine right here a variety of insurance policies that entail
vital judgments or estimates by administration.

Enterprise Mixture – Reorganization Transaction

See Word 1B to out consolidated monetary statements.

The Firm allocates the acquisition value of tangible and intangible belongings
acquired, and liabilities assumed by the Final Guardian as of March 1, 2022,
based mostly on estimated truthful values, with any residual of the acquisition value recorded
as goodwill. Third social gathering appraisal corporations and different consultants are engaged to
help administration in figuring out the truthful values of sure belongings acquired and
liabilities assumed. Totally different valuations approaches are used to worth totally different
forms of intangible belongings. The Firm primarily makes use of the earnings strategy in
the valuation of intangible belongings. The earnings strategy to valuation relies on
the current worth of future money flows attributable to every identifiable
intangible asset. This strategy to valuation requires administration to make
vital estimates and assumptions together with however not restricted to: low cost
charges, future money flows, expertise, and buyer relationships. These
estimates are based mostly on historic expertise and knowledge obtained from the
administration of the acquired firms and are inherently unsure.

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