Overview
The following plan of operation provides information which management believes
is relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our consolidated
financial statements and notes thereto. This section includes a number of
forward-looking statements that reflect our current views with respect to future
events and financial performance. Forward-looking statements are often
identified by words like believe, expect, estimate, anticipate, intend, project
and similar expressions, or words which refer to future events. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our predictions.
Organizational Background
The Registrant was incorporated in the State of Ohio in 1989 under a predecessor
name, Zaxis International, Inc. On August 25, 1995, Zaxis International, Inc.
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 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 January 29, 2018, the Company ceased the DermaCompare operations of Emerald
Israel and on May 2, 2018, the District Court of Lod, Israel issued a winding-up
order for Emerald Israel and appointed an Israeli attorney to serve as special
executor for Emerald Israel.
Virtual Crypto Technologies Ltd.
On January 17, 2018, the Company formed 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.
On January 24, 2018, VCT Israel entered into a binding term sheet (the "Chiron
Term Sheet") with Chiron Refineries Ltd. ("Chiron"), a public company listed on
the Tel-Aviv Stock Exchange (TASE: CHR). Pursuant to the Chiron Term Sheet: (i)
VCT Israel agreed to appoint a wholly-owned subsidiary of Chiron, to be
organized under the laws of the Turkish Republic of Northern Cyprus (the
"Distributor"), as the exclusive distributor of VCT Israel's Products in Turkey,
including the territory of Turkish Republic of Northern Cyprus (collectively,
the "Territory"); and (ii) the Distributor shall have the right to appoint
sub-distributors within the Territory. The appointment of the Distributor was
subject to the payment by the distributor to VCT Israel of $250 thousand as an
appointment fee, of which $150 thousand was to be deemed an advance payment by
the distributor made on account of future purchases of the Company's products.
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VCT Israel further granted the Distributor an option, exercisable by the
Distributor within 12 months from the date on which the ATM product, including
the related software and hardware, was fully tested and ready for installation
and operation, to be appointed as an exclusive distributor of the products for
the Federal Republic of Nigeria. If the option was exercised, the Distributor
was required to pay VCT Israel an appointment fee not more than $250 thousand.
In November 2018, Chiron reported that it had encountered financial difficulties
and as such the Company will no longer pursue the transactions contemplated by
the Chiron Term Sheet.
During the year 2018, $100 thousand was paid by the Distributor to VCT Israel,
which has been recognized as revenues for the year ended December 31, 2018.
On January 27, 2020, VCT Israel was sold to a third party for NIS 50,000
($14,459).
Transaction with Gix (the "Recapitalization Transaction")
On February 7, 2019, the Registrant entered into the Share Exchange Agreement
with Gix, pursuant to which on the Closing Date Gix assigned, transferred and
delivered its 99.83% holdings in 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 Gix
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 Gix in exchange for consideration consisting of for its 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 Gix 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.
Following the Closing Date, and as a result of the Recapitalization Transaction,
Viewbix Israel became a subsidiary of the Registrant.
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 of Common Stock prior to the
Recapitalization Transaction have been retroactively adjusted based on the
equivalent number of shares of Common Stock received by the accounting acquirer
in the Recapitalization Transaction.
Viewbix Israel was incorporated in Israel in February 2006. Viewbix Israel
developed an interactive video platform based on 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.
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On July 25, 2019, the following changes were made to the Company's management:
(i) Mr. Eyal Ben Ami resigned from the Company's board of directors; (ii) Mr.
Alon Dayan resigned as the Company's chief executive officer, however remained a
member of the board of directors; (iii) Mr. Gadi Levin resigned as the Company's
chief financial officer, and transitioned to the role of senior accounting
consultant; (iv) Mr. Noam Band was appointed to the board of directors; (v) Mr.
Jonathan Stefansky was appointed as chief executive officer of the Company and
elected as a member of the board of directors; (vi) Mr. Amihay Hadad was
appointed as chief financial officer of the Company; and (vii) Mr. Hillel
Scheinfeld was appointed as chief operating officer of the Company.
On July 25, 2019, the Company ceased the operations of VCT Israel.
Pursuant to a Tax Ruling issued by the Israeli Tax Authority, the Registrant
ceased the options of VCT Israel on the Closing Date.
In connection with certain cost reduction measures that the Company is currently
implementing, on January 1, 2020, Mr. Jonathan Stefansky tendered his
resignation from the board of directors. On the same date, the Company and Mr.
Stefansky reached a mutual understanding that Mr. Stefansky will step down as
the Company's chief executive officer, which entered into effect on March 1,
2020. Similarly, on January 1, 2020, the Company and Mr. Hillel Scheinfeld
reached a similar mutual understanding and agreed Mr. Scheinfeld will step down
as the Company's chief operating officer, which also entered into effect on
March 1, 2020.
On January 1, 2020, Mr. Amihay Hadad, the Company's current chief financial
officer, was appointed to serve as a member of the board of directors, and on
February 20, 2020, Mr. Hadad was appointed to serve as chief executive officer
of the Company.
No new compensatory arrangements were entered into in connection with the
aforementioned leadership changes.
Results of Operations during the year ended December 31, 2020 as compared to the
year ended December 31, 2019
Revenues for the year ended December 31, 2020 was $96 thousand as compared to
$208 thousand for the year end December 31, 2019. The reason for the decrease
during the fiscal year ended December 31, 2020 is due to the Company's
cost-reduction measures implemented beginning on January 1, 2020.
Cost of revenues for the year ended December 31, 2020 was $5 thousand which is a
slight increase to $2 thousand for the year end December 31, 2019.
Research and development costs for the year ended December 31, 2020 was $108
thousand as compared to $233 thousand for the year end December 31, 2019. The
reason for the decrease during the fiscal year ended December 31, 2020 is due to
the Company's cost-reduction measures implemented beginning on January 1, 2020.
Sales and marketing expenses for the year ended December 31, 2020 was $8
thousand as compared to $257 thousand for the year end December 31, 2019. The
reason for the decrease during the year ended December 31, 2020 is due to the
Company's cost-reduction measures implemented beginning on January 1, 2020.
General and Administration expenses for the year ended December 31, 2020 was
$437 thousand as compared to $720 thousand for the year end December 31, 2019.
The reason for the decrease in 2020 is due to certain cost reduction measures
initiated by the Company as of the beginning of January 2020. Additionally,
during the fiscal year-ended December 31, 2020, the Company was no longer
obligated to pay recapitalization expenses in connection with the
Recapitalization Transaction and the Share Exchange Agreement which were paid by
the Company during the fiscal year-ended December 31, 2019.
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Our net financial income was $13 thousand for the year ended December 31, 2020,
compared to net financial expenses of $98 thousand for the year end December 31,
2019. The reason for the change is due to the US dollar exchange rate difference
for the fiscal year ended December 31, 2020 as compared to the fiscal year end
December 31, 2019.
Our tax on income was $2 thousand for the year ended December 31, 2020, as
compared to $15 thousand for the year end December 31, 2019. The reason for the
decrease is due to the fact that during the fiscal year ended December 31, 2019
the Company recognized a one-time tax expense related to prior years.
Liquidity and Capital Resources
As of December 31, 2020, we had current assets of $225 thousand consisting of
$148 thousand in cash and cash equivalents, $15 thousand in trade receivables,
$20 thousand in other accounts receivables and, $42 thousand in prepaid
expenses.
We had $2,303 thousand in current liabilities consisting of $177 in other
accounts payable and accrued liabilities, $22 trade payable, and $2,054 payable
to our parent company.
As of December 31, 2019, we had current assets of $225 thousand consisting of
$89 thousand in cash and cash equivalents and restricted cash, $119 thousand in
other receivables and $17 thousand in prepaid expenses. We had $1,923 thousand
in current liabilities, which consisted of $246 in accounts payable and accrued
liabilities and $66 trade payable, and $1,611 payable to our parent company.
We had a negative working capital of $2,078 thousand and $1,698 thousand as of
December 31, 2020 and December 31, 2019, respectively.
Our total liabilities as of December 31, 2020 were $2,303 thousand compared to
$1,923 thousand as of December 31, 2019.
During the fiscal year ended December 31, 2020, we had negative cash flow from
operations of $53 thousand which was mainly the result of a net loss of $443
thousand, depreciation expense of $5 thousand, offset by gains from the sale of
a subsidiary and decrease in working capital of $385 thousand.
During the fiscal year ended December 31, 2019, we had negative cash flow from
operations of $135 thousand which was mainly the result of a net loss of $1,117
thousand, depreciation expense of $1 thousand, offset by decrease in working
capital of $981.
During the fiscal year ended December 31, 2020, we had a positive cash flow
effect from investing activities of $13 thousand as compared to a negative cash
flow effect from investing activities of $1 thousand as during the year ended
December 31, 2019.
During the fiscal year ended December 31, 2020, we had a positive cash flow from
financing activities of $99 thousand, which related to the Loan Agreement and
issuance of shares we have made during the fiscal year ended December 2020,
compared to a positive cash flow from financing activities of $174 thousand
during the fiscal year ended December 31, 2019, which related to the cash
acquired in connection with the Recapitalization Transaction.
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.
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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 shareholders will be diluted, and the terms of these securities
may include liquidation or other preferences that adversely affect the rights of
our common shareholders. 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 $443 thousand in net losses for the year ended December
31, 2020, has $2,078 thousand shareholders' deficit as of December 31, 2020 and
$1,693 thousand in total shareholders' deficit as of December 31, 2019 and $53
thousand negative cash flows from operations for the year ended December 31,
2020, and $135 thousand negative cash flows from operations for the year ended
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.
Availability of Additional Capital
Our potential financing transactions may include the issuance of equity and/or
debt securities including convertible debt, obtaining credit facilities, or
other financing mechanisms. In the event that we seek to raise funds through
additional private placements of equity or convertible debt, the trading price
of our common stock could be adversely affected. Further, any adverse conditions
in the financial markets could make it more difficult to obtain future financing
through the issuance of equity or debt securities when and if needed. Even if we
are able to raise a sufficient amount of funds that may be required, it is
possible that we could incur unexpected costs and expenses or experience
unexpected cash requirements that would force us to seek additional and/or
alternative financing. Further, if we issue additional equity or debt
securities, stockholders may experience additional dilution or the new equity
securities may have rights, preferences or privileges senior to those of
existing holders of our common stock. If additional financing is not available
or is not available on acceptable terms, we may have to curtail our plan of
operations.
The Company has only limited capital. Additional financing is necessary for the
Company to continue as a going concern. Our independent auditors have issued an
unqualified audit opinion for the year ended December 31, 2020 with an
explanatory paragraph on going concern.
In view of these matters, realization of a major portion of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company. Management believes that actions presently being taken to obtain
additional equity financing will provide the opportunity to continue as a going
concern.
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Off-Balance Sheet Arrangements
As of December 31, 2020, and 2019, we did not have any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated
under the Securities Act of 1934.
Contractual Obligations and Commitments
As of December 31, 2020, and 2019, we did not have any contractual obligations.
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the U.S. The preparation of our consolidated
financial statements and disclosures requires us to make judgments, estimates,
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported revenue and expenses during the reporting
periods. We base our estimates on historical experience, known trends and events
and various other factors that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. We evaluate our estimates and assumptions on an ongoing basis.
Our actual results may differ from these estimates under different assumptions
and conditions.
Our significant accounting policies are described in more detail in the notes to
our audited consolidated financial statements appearing elsewhere in this Annual
Report on Form 10-K.
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