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| Name | Symbol | Market | Type |
|---|---|---|---|
| Xylo Technology Ltd | NASDAQ:XYLO | NASDAQ | Depository Receipt |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.04 | -0.81% | 4.91 | 3.90 | 5.26 | 5.04 | 4.46 | 5.04 | 6,757 | 00:34:44 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number
(Translation of registrant’s name into English)
10 HaNechoshet Street Tel-Aviv, 6971072, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
This Report of Foreign Issuer on Form 6-K (“Form 6-K”) is being furnished by Xylo Technologies Ltd. (the “Company”) to the Securities and Exchange Commission (the “SEC”) for the sole purpose of furnishing: (i) unaudited, condensed consolidated financial statements of the Company as of and for six months ended June 30, 2024 and (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations, which discusses and analyzes the Company’s financial condition and results of operation as of and for the six months ended June 30, 2024.
This report on Form 6-K, other than Exhibit 99.3, is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-271984) and Form S-8 (File No. 333-274190, No. 333-258624, No. 333-206803, No. 333-221019 and No. 333-229429).
1
SIGNATURE
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.
| XYLO TECHNOLOGIES LTD | ||
| Date: September 20, 2024 | By: | /s/ Tali Dinar |
| Tali Dinar | ||
| Chief Financial Officer | ||
2
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Interim Condensed Consolidated Financial Statements (Unaudited) as of June 30, 2024. | |
| 99.2 | Operating and Financial Review as of June 30, 2024, and for the Six Months then Ended. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
3
Exhibit 99.1
XYLO TECHNOLOGIES LTD
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2024
TABLE OF CONTENTS
1
XYLO TECHNOLOGIES LTD
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| June 30, 2024 |
December 31, 2023 |
||||||||||
| Note | Unaudited | Audited | |||||||||
| USD in thousands | |||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | |||||||||||
| Short term deposits | |||||||||||
| Restricted cash | |||||||||||
| Trade accounts receivable | |||||||||||
| Other receivables | |||||||||||
| Inventory | |||||||||||
| Loans to associates | 7b2 | ||||||||||
| Loans to others | |||||||||||
| Related parties | 7b1 | ||||||||||
| Financial assets at fair value through profit or loss | 4A | ||||||||||
| NON-CURRENT ASSETS: | |||||||||||
| Property and equipment, net | |||||||||||
| Right-of-use assets, net | |||||||||||
| Investments accounted for using the equity method | 3B | ||||||||||
| Intangible assets, net | 5 | ||||||||||
| Deferred tax asset | |||||||||||
| Financial assets at fair value through profit or loss | 4A | ||||||||||
| TOTAL ASSETS | |||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
2
XYLO TECHNOLOGIES LTD
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| June 30, 2024 | December 31, 2023 | ||||||||||
| Note | Unaudited | Audited | |||||||||
| USD in thousands | |||||||||||
| LIABILITIES AND EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Trade accounts payable | |||||||||||
| Short-term loans | 3E | ||||||||||
| Current maturities of long-term loans | 3E | ||||||||||
| Short-term convertible loans | 3E | ||||||||||
| Lease liabilities | |||||||||||
| Embedded derivatives | 3E | - | |||||||||
| Liability to event producers | |||||||||||
| Warrants at fair value issued by subsidiaries | 3E | ||||||||||
| Related parties | 7b3 | ||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| NON-CURRENT LIABILITIES: | |||||||||||
| Lease liabilities | - | ||||||||||
| Long-term loans | 3E | ||||||||||
| Deferred tax liability | |||||||||||
| Accrued severance pay, net | |||||||||||
| TOTAL LIABILITIES | |||||||||||
| EQUITY: | 6 | ||||||||||
| Share capital - ordinary shares with par value: authorized - June 30,2024 - | |||||||||||
| Share premium | |||||||||||
| Other capital reserves | |||||||||||
| Warrants | |||||||||||
| Accumulated deficit | ( | ) | ( | ) | |||||||
| Equity attributable to owners of Xylo Technologies Ltd | |||||||||||
| Non-controlling interests | 3A3 | ||||||||||
| TOTAL LIABILITIES AND EQUITY | |||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
3
XYLO TECHNOLOGIES LTD
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF
LOSS
AND OTHER COMPREHENSIVE INCOME
| Six months ended June 30, | ||||||||||
| 2024 | 2023 | |||||||||
| Note | Unaudited | |||||||||
| USD in thousands | ||||||||||
| Revenues | 8 | |||||||||
| Products | ||||||||||
| Services | ||||||||||
| Cost of revenues: | ||||||||||
| Products | ||||||||||
| Services | ||||||||||
| Gross profit | ||||||||||
| Research and development expenses | ||||||||||
| Sales and marketing expenses | ||||||||||
| General and administrative expenses | ||||||||||
| Loss from changes in fair value of financial assets at fair value through profit or loss | 4 | |||||||||
| Equity losses | 3B2 | |||||||||
| Impairment of goodwill | 5 | |||||||||
| Operating loss | ( | ) | ( | ) | ||||||
| Loss from deconsolidation of Jeffs’ Brands | 1A | |||||||||
| Other income | ( | ) | ( | ) | ||||||
| Changes in fair value of warrants issued to investors | ( | ) | ||||||||
| Changes in fair value of warrants issued to third party investors by subsidiaries | ( | ) | ||||||||
| Loss in connection with issuance of warrants by a subsidiary | 3E | |||||||||
| Financial loss, net | ||||||||||
| Loss before taxes on income | ( | ) | ( | ) | ||||||
| Tax expenses (benefit) | ( | ) | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||
| Other comprehensive income | ||||||||||
| Items that may be reclassified to profit or loss | ||||||||||
| Share of other comprehensive income of consolidated subsidiaries and associates accounted for using the equity method | ||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ||||||
| Net loss for the period is attributable to: | ||||||||||
| Owners of Xylo Technologies Ltd | ( | ) | ( | ) | ||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||
| ( | ) | ( | ) | |||||||
| Total comprehensive loss for the period is attributable to: | ||||||||||
| Owners of Xylo Technologies Ltd | ( | ) | ( | ) | ||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||
| ( | ) | ( | ) | |||||||
| Loss per ordinary share attributed to Xylo Technologies Ltd | ||||||||||
| Basic | ( | ) | ( | ) | ||||||
| Diluted | ( | ) | ( | ) | ||||||
| Weighted average ordinary shares outstanding (in thousands) | ||||||||||
| Basic | ||||||||||
| Diluted | ||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
4
XYLO TECHNOLOGIES LTD
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Equity attributable to owners of Xylo Technologies Ltd | |||||||||||||||||||||||||||||||||||||||||||||||
| Note | Ordinary shares |
Share premium |
Capital reserves from options granted |
Other reserves |
Capital reserves from transactions with non- controlling interests |
Currency translation differences |
Warrants | Accumulated deficit |
Total | Non- controlling interests |
Total equity |
||||||||||||||||||||||||||||||||||||
| Unaudited | |||||||||||||||||||||||||||||||||||||||||||||||
| USD in thousands | |||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JANUARY 1, 2024 | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
| Loss for the period | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||
| TRANSACTIONS WITH SHAREHOLDERS: | |||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary’s share-based compensation to employees and service providers | |||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation to employees and service providers | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares by Viewbix Inc. | 3E | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||||
| Deconsolidation of Jeffs’ Brands | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
| Expiration of options | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||
| TOTAL TRANSACTIONS WITH SHAREHOLDERS | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2024 | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
5
XYLO TECHNOLOGIES LTD
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Equity attributable to owners of Xylo Technologies Ltd | |||||||||||||||||||||||||||||||||||||||||||||||
| Note | Ordinary shares | Share premium | Capital reserves from options granted | Other reserves | Capital reserves from transactions with non- controlling interests | Currency translation differences | Warrants | Accumulated deficit | Total | Non- controlling interests | Total equity | ||||||||||||||||||||||||||||||||||||
| Unaudited | |||||||||||||||||||||||||||||||||||||||||||||||
| USD in thousands | |||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JANUARY 1, 2023 | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| TRANSACTIONS WITH SHAREHOLDERS: | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares in consideration for an investment | |||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary’s share-based compensation to employees and service providers | |||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation to employees and service providers | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividend declared by subsidiaries | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Deemed issuance of shares by a subsidiary | |||||||||||||||||||||||||||||||||||||||||||||||
| Deemed stock exchange listing expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares by Jeffs’ Brands | |||||||||||||||||||||||||||||||||||||||||||||||
| Transaction with non-controlling interest by Gix Internet | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Expiration of options | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||
| TOTAL TRANSACTIONS WITH SHAREHOLDERS | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2023 | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
6
XYLO TECHNOLOGIES LTD
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Unaudited | ||||||||
| USD in thousands | ||||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES: | ||||||||
| Cash flows from (used in) operations (see Appendix A) | ( | ) | ||||||
| Interest paid | ( | ) | ( | ) | ||||
| Income tax paid | ( | ) | ( | ) | ||||
| Net cash flow used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS USED IN INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Acquisitions of an associate by Jeffs’ Brands | ( | ) | ||||||
| Acquisitions of investments at fair value through profit or loss | ( | ) | ||||||
| Deconsolidation of Jeffs’ Brands (see Appendix B) | ( | ) | ||||||
| Purchase of intangible assets by Jeffs’ Brands | ( | ) | ( | ) | ||||
| Loans to associates | ( | ) | ||||||
| Proceeds from sale of financial assets at fair value through profit or loss and securities of an associate | ||||||||
| Changes in short term deposits | ||||||||
| Net cash flow used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||||||||
| Cash paid to non-controlling interests by Viewbix Inc. | ( | ) | ||||||
| Proceeds from deemed issuance of shares by Charging Robotics Ltd. | ||||||||
| Receipt of short-term loans | ||||||||
| Repayment of short-term loans | ( | ) | ( | ) | ||||
| Receipt of long-term loans | ||||||||
| Repayment of long-term loans | ( | ) | ( | ) | ||||
| Receipts on account of shares and warrants issued by Viewbix Inc. (see note 3E) | ||||||||
| Dividend paid to non-controlling interests | ( | ) | ||||||
| Principal elements of lease liability | ( | ) | ( | ) | ||||
| Net cash flow used in financing activities | ( | ) | ( | ) | ||||
| DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | ||||||||
| GAINS FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | ||||||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | ||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
7
XYLO TECHNOLOGIES LTD
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
APPENDIX A TO THE INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS:
| Six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Unaudited | ||||||||
| USD in thousands | ||||||||
| CASH FLOWS FROM (USED IN) OPERATIONS: | ||||||||
| Loss for the period before taxes on income | ( | ) | ( | ) | ||||
| Adjustment in respect of: | ||||||||
| Depreciation and amortization | ||||||||
| Loss from changes in fair value of financial assets at fair value through profit or loss | ||||||||
| Changes in fair value of warrants issued by subsidiaries | ( | ) | ||||||
| Equity losses | ||||||||
| Finance expenses (income) | ( | ) | ||||||
| Share based compensation to employees and service providers | ||||||||
| Deemed stock exchange listing expenses | ||||||||
| Loss from deconsolidation of Jeffs’ Brands | ||||||||
| Interest paid | ||||||||
| Income tax paid | ||||||||
| CHANGES IN OPERATING ASSET AND LIABILITY ITEMS: | ||||||||
| Decrease in trade accounts receivable | ||||||||
| Decrease (Increase) in inventory | ( | ) | ||||||
| Decrease (Increase) in other current assets | ( | ) | ||||||
| Decrease in trade accounts payable | ( | ) | ( | ) | ||||
| Decrease in accrued compensation expenses | ( | ) | ( | ) | ||||
| Increase (Decrease) in accrued expenses and other current liabilities | ( | ) | ||||||
| CASH FLOWS FROM (USED IN) OPERATIONS | ( | ) | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Income receivable from sale of shares (see note 3C) | ||||||||
| Non-cash investments in securities | ||||||||
| Non-cash sale and purchase of securities (see note 3I) | ( | ) | ||||||
| Consideration payable by Jeffs’ Brands to sellers of intangible assets | ||||||||
| Right of use assets obtained in exchange for lease liabilities | ||||||||
| Conversion of loan into Polyrizon shares (see note 3G) | ||||||||
| Deemed extinguishment and re-issuance of debt by Viewbix Inc. (see note 3E) | ||||||||
| Derecognition of right of use asset and lease liability upon lease termination (see note 3E) | ||||||||
8
XYLO TECHNOLOGIES LTD
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
APPENDIX B TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS:
| As
of January 28, 2024 |
||||
| USD in thousands |
||||
| Deconsolidation of Jeffs’ Brands: | ||||
| Net working capital other than cash | ( |
) | ||
| Property and equipment, net | ( |
) | ||
| Investments accounted for using the equity method | ( |
) | ||
| Intangible assets, net | ( |
) | ||
| Financial assets at fair value through profit or loss | ( |
) | ||
| Deferred tax asset | ( |
) | ||
| Lease liabilities | ||||
| Warrants at fair value issued by Jeffs’ Brands | ||||
| Derecognition of non-controlling interests | ||||
| Recognition of Jeffs' Brands shares as financial assets at fair value | ||||
| Recognition of Jeffs' Brands warrants as financial assets at fair value | ||||
Loss arising from deconsolidation |
||||
| Net cash deconsolidated upon loss of control | ||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
9
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
| A. | Xylo Technologies Ltd (the “Company” or “Xylo”) was incorporated under the laws of the State of Israel on December 9, 1999. The Company’s registered office and principal place of business is located in Israel. The address of its registered office is Hanehoshet 10, Tel-Aviv POB 6971072, Israel. |
On April 1, 2024, the Company changed its name from Medigus Ltd. to Xylo Technologies Ltd.
The Company, together with its subsidiaries and associates, operate in the technology sector, focusing primarily on internet related activities, including ad tech and online events management, as well as on electronics, including the development of safety systems for commercial drones and electric vehicle wireless charging solutions.
Additionally, the Company is engaged in the licensing of intellectual property relating to its legacy product, the Medigus Ultrasonic Surgical Endostapler (“MUSE”), to Golden Grand Medical Instruments Ltd., a China based medical services provider, and in the investment of its excess cash resources, primarily in equity securities.
“Group” – the Company together with Charging Robotics Inc., GERD IP Inc., Eventer Technologies Ltd. and Gix Internet Ltd.
“Subsidiaries” – entities under the control of the Company.
These interim condensed consolidated financial statements were approved on September 17, 2024.
GERD IP, Inc.
As of June 30, 2024, the Company held
Eventer Technologies Ltd.
As of June 30, 2024, the Company held
For additional information, see note 3D.
10
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL (continued)
| A. | (continued) |
Gix Internet Ltd.
As of June 30, 2024, the Company held
For additional information, see note 3E.
Charging Robotics Inc.
As of June 30, 2024, the Company held
For additional information, see notes 3H and 3J.
Jeffs’ Brands Ltd.
As of December 31, 2023, the Company
held
On January 25, 2024, Jeffs’
Brands entered into a private placement transaction with certain institutional investors for aggregate gross proceeds of approximately
USD
The Company did not participate in
the private placement and as a result its holdings in Jeffs’ Brands decreased to
Throughout the period between March
2024 and June 2024, warrants were exercised by certain institutional investors. As a result, as of June 30, 2024, the Company held
11
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL (continued)
| A. | (continued) |
Interests in other entities
As of June 30, 2024, the Company also held
| B. | As of the approval date of these interim condensed consolidated financial
statements, the Company has cash and cash equivalents in the amount of USD |
However, since inception, the Company’s activities have been funded mainly by its shareholders. Furthermore, in recent years the Company has suffered recurring losses from operations, negative cash flows from operating activities, and has an accumulated deficit as of June 30, 2024.
As such, the Company’s ability to continue operating may be dependent on several factors, mainly its ability to raise sufficient additional funding, which may not necessarily be available to the Company or provide the Company with sufficient funds to meet its objectives.
During the second half of 2023 and the six months ended June 30, 2024, Viewbix Inc., Gix Internet’s subsidiary, experienced a decrease in its revenues from the digital content and search segments, as a result of a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers’ technology, which adversely impacted Viewbix’s Inc. ability to acquire traffic in the search segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the search segment, as a result of lack of availability of suppliers credit from such third party strategic partners.
The decline in revenues and other circumstances described above raise substantial doubts about Viewbix Inc.’s ability to continue as a going concern during the 12-month period following the issuance date of these financial statements. The Company has no contractual obligations to support Viewbix Inc.
| C. | Iron Swords War |
On October 7, 2023, following the brutal attacks on Israel by Hamas, a terrorist organization located in the Gaza Strip that infiltrated Israel’s southern border and conducted a series of attacks on civilian and military targets, Israel’s security cabinet declared war (the “War”). Following the commencement of the War, hostilities also intensified between Israel and Hezbollah, a terrorist organization located in Lebanon. In the future, the War may escalate in the future into a greater regional conflict. The War led to a reduction of business activities in Israel, evacuation of residences located in the northern and southern borders of Israel and a significant call up of military reserves leading to lower participation in the work force. The activities of the Company’s subsidiary Eventer, which operates in the Israeli market, were directly affected by the War due to the decrease in physical events in Israel which directly affected Eventer’s revenues in this field.
The activities of the Company’s subsidiary Gix Internet were not directly affected by the War, as its customers are predominantly from the U.S., Europe and U.K. markets that were not influenced by the War. However, there is no assurance that future developments of the War will not have any impact for reasons beyond the Group’s control such as expansion of the War to additional regions and the recruitment of senior employees.
The Group has business continuity procedures in place, and will continue to follow developments, assessing potential impact, if any, on the Group’s business, financials and operations.
12
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - BASIS FOR PREPARATION OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| A. | The Group’s interim condensed consolidated financial information as of June 30, 2024, and for the six-month period ended on that date (hereinafter - “The Interim Financial Information”) have been prepared in accordance with the guidance of IAS 34 ‘Interim Financial Reporting’. |
The Interim Financial Information has been prepared on the basis of the accounting policies adopted in the Group’s audited consolidated financial statements for the year ended December 31, 2023 (“2023 Annual Financial Statements”), which were prepared in accordance with International Financial Reporting Standards which are standards and interpretations thereto issued by the International Accounting Standard Board (hereinafter “IFRS”). This Interim Financial Information should be read in conjunction with the 2023 Annual Financial Statements and notes thereto issued on April 22, 2024.
The Interim Financial Information is unaudited, does not constitute statutory accounts and does not contain all the information and footnotes required by accounting principles generally accepted under IFRS for annual financial statements.
| B. | Estimates: |
The preparation of the interim condensed consolidated financial statements requires the Group’s management to exercise judgment and also requires use of accounting estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates.
In the preparation of these interim condensed consolidated financial statements, the significant judgments exercised by management in the application of the Group’s accounting policies and the uncertainty involved in the key sources of those estimates were identical to the ones used in the Group’s 2023 Annual Financial Statements.
| C. | Implementation of amendments to existing accounting standards: |
Amendments to IAS 1 Presentation of Financial Statements – Classification of Liabilities as Current or Non-current
The amendments to IAS 1 published in January 2020 (“2020 Amendments”) affect only the presentation of liabilities as current or non-current in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items.
The 2020 Amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of ’settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services.
In October 2022, additional amendments to IAS 1 were published (“2022 Amendments”). The 2022 Amendments specify that only covenants that an entity is required to comply with on or before the end of the reporting period affect the entity’s right to defer settlement of a liability for at least twelve months after the reporting date (and therefore must be considered in assessing the classification of the liability as current or non-current). Such covenants affect whether the right exists at the end of the reporting period, even if compliance with the covenant. is assessed only after the reporting date (e.g. a covenant based on the entity’s financial position at the reporting date that is assessed for compliance only after the reporting date).
The IASB also specifies that the right to defer settlement of a liability for at least twelve months after the reporting date is not affected if an entity only has to comply with a covenant after the reporting period. However, if the entity’s right to defer settlement of a liability is subject to the entity complying with covenants within twelve months after the reporting period, an entity discloses information that enables users of financial statements to understand the risk of the liabilities becoming repayable within twelve months after the reporting period. This would include information about the covenants (including the nature of the covenants and when the entity is required to comply with them), the carrying amount of related liabilities and facts and circumstances, if any, that indicate that the entity may have difficulties complying with the covenants.
The 2020 Amendments and the 2022 Amendments are applied retrospectively for annual reporting periods beginning on or after January 1, 2024. The application of these amendments had no impact on the Group’s consolidated financial statements.
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XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - BASIS FOR PREPARATION OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
| D. | New and revised IFRS Accounting Standards and interpretations issued but not yet effective and not early adopted by the Group, which are expected to impact the Group’s consolidated financial statements |
IFRS 18 “Presentation and Disclosure in Financial Statements” (IFRS 18)
On April 9, 2024, the IASB published IFRS 18, which replaces IAS 1 “Presentation of Financial Statements” (IAS 1). IFRS 18 aims to improve how information is communicated by entities in their financial statements.
IFRS 18 focuses on the following topics:
| 1. | Statement of Profit or Loss structure - presentation of new defined subtotals and classification of income and expenses into specified categories. |
| 2. | Improvements to the aggregation and disaggregation of information in both the primary financial statements and the accompanying notes. |
| 3. | Disclosing information on management-defined performance measures (MPMs) which are non-GAAP measures in the notes to the financial statements. |
Furthermore, amendments to other IFRS standards become effective when an applying IFRS 18, including changes to IAS 7 “Statement of Cash Flows”, which will enhance comparability between entities. The amendments mainly include: using the operating profit subtotal as the starting point for the indirect method of reporting cash flows from operating activities, and removing the presentation alternatives for cash flows related to interest and dividends paid and received. Consequently, except in specific cases, interest and dividends received will be classified as cash flows from investing activities, while interest and dividends paid will be classified as cash flows from financing activities.
The standard will be applied for annual reporting periods beginning on or after January 1, 2027 and will be applied retrospectively with specific transition requirements. Earlier application is permitted.
The Company is currently assessing the impact of adopting IFRS 18, including the impact of amendments to additional IFRS standards impacted by the adoption of IFRS 18, on the financial statements.
Amendments to IFRS 9 “Financial Instruments”
The main amendments to IFRS 9:
| ● | Introducing a derecognition option for derecognizing a financial liability that is settled via an electronic payment system before the settlement date, provided that: |
| a. | the entity has no practical ability to withdraw, stop or cancel the payment instruction; |
| b. | the entity has no practical ability to access the cash to be used for settlement as a result of the payment instruction; and |
| c. | the settlement risk associated with the electronic payment system is insignificant. |
An entity that elects to apply this derecognition option must apply it to all settlements made through the same electronic payment system.
| ● | Providing application guidance and illustrative examples on how an entity can assess whether the expected contractual cash flows of a financial asset reflect solely payments of principal and interest for the outstanding principal amount, for classifying the financial asset. |
| ● | Clarifying that a financial asset has non-recourse features if an entity’s ultimate right to receive cash flows is contractually limited to the cash flows generated by specified assets. |
| ● | Clarifying the characteristics of contractually linked instruments that distinguish them from other transactions. |
The amendments are effective for annual reporting periods beginning on or after January 1, 2026, and will be applied retrospectively. Early application is permitted if all the amendments are applied simultaneously or if the amendments applied are related only to the classification of financial assets. An entity is not required to restate prior periods to reflect the application of the amendments, but it may restate prior periods if, and only if, it is possible to do so without the use of hindsight.
The Company is currently assessing the impact of amendments to IFRS 9 on the financial statements.
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XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES
| A. | Investments in subsidiaries |
| 1. | Additional information about subsidiaries held by the Company |
| Main place of the business | Ownership rights held by the Company % | Ownership rights held by non- controlling interests % | |||||||||
| June 30, 2024 | |||||||||||
| Eventer | % | % | |||||||||
| Fuel Doctor | % | % | |||||||||
| GERD IP | % | % | |||||||||
| Gix Internet | % | % | |||||||||
| Main place of the business | Ownership rights held by the Company % | Ownership rights held by non- controlling interests % | |||||||||
| December 31, 2023 | |||||||||||
| Jeffs’ Brands | % | % | |||||||||
| Eventer | % | % | |||||||||
| Fuel Doctor | % | % | |||||||||
| GERD IP | % | % | |||||||||
| Gix Internet | % | % | |||||||||
15
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| A. | Investments in subsidiaries (continued) |
| 2. | Information related to non-controlling interests |
| June 30, 2024 | December 31, 2023 | |||||||
| USD in thousands | ||||||||
| Eventer | ||||||||
| Jeffs’ Brands | ||||||||
| Gix Internet | ||||||||
| GERD IP | ||||||||
| Fuel Doctor | ||||||||
| Six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Eventer | ( | ) | ||||||
| Jeffs’ Brands | ( | ) | ( | ) | ||||
| Gix Internet | ( | ) | ( | ) | ||||
| Fuel Doctor | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
16
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| B. | Investments accounted for using the equity method |
| 1. |
| June 30, 2024 | December 31, 2023 | |||||||
| USD in thousands | ||||||||
| Polyrizon | ||||||||
| SciSparc Nutraceuticals Inc | ||||||||
| A.I Conversation Systems | ||||||||
| Revoltz | ||||||||
| Zig Miami 54 | ||||||||
| 2. |
| Six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Odysight.ai | - | |||||||
| Parazero | - | |||||||
| Laminera | - | |||||||
| Polyrizon | ||||||||
| SciSparc Nutraceuticals Inc. | ||||||||
| A.I Conversation Systems | - | |||||||
| Revoltz | ||||||||
17
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| B. | Investments accounted for using the equity method (continued) |
| 3. |
| Main place of business | Company rights in share capital and voting rights | ||||||
| June 30, 2024 | |||||||
| Laminera | % | ||||||
| Polyrizon | % | ||||||
| A.I Conversation Systems | % | ||||||
| Revoltz | % | ||||||
| Zig Miami 54 | % | ||||||
| December 31, 2023 | |||||||
| Laminera | % | ||||||
| Polyrizon | % | ||||||
| SciSparc Nutraceuticals | % | ||||||
| A.I Conversation Systems | % | ||||||
| Revoltz | % | ||||||
| Zig Miami 54 | % | ||||||
| 4. |
| June 30, 2024 | December 31, 2023 | |||||||||||||||
| Carrying amount | Quoted fair value | Carrying amount | Quoted fair value | |||||||||||||
| USD in thousands | ||||||||||||||||
| A.I Conversation System | ||||||||||||||||
18
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| C. | Odysight.ai |
As of December 31, 2022, the Company
held
On March 21, 2023, Odysight.ai completed
a private placement to existing stockholders, of
On May 17, 2023, the Company signed
a stock transfer agreement to sell its entire holdings in Odysight.ai for total proceeds of approximately USD
| D. | Eventer |
General
As of June 30, 2024, and December 31,
2023, the Company held
On August 27, 2024, Julian Azoulay,
Eventer’s CEO exercised options to acquire ordinary shares, and as a result the Company’s holdings in Eventer decreased to
On December 6, 2023, the Company
signed a share purchase agreement with Keshet Holdings LP (“Keshet”) to purchase its entire stake in Eventer for
consideration of USD
Exchange agreement
On October 14, 2020, the Company entered into an exchange agreement with Eventer’s shareholders, pursuant to which, during the period commencing on the second anniversary of the exchange agreement and ending fifty-four (54) months following the date of the exchange agreement, Eventer’s shareholders may elect to exchange all of their Eventer shares for ordinary shares of the Company. The Company treated the exchange agreement at the date of the business combination from accounting perspective as recognition of noncontrolling interests, in addition to the recognition of a liability in respect of a derivative (exchange options) which will be measured at fair value at each cut-off date. The changes in the fair value at each cut-off date will be recorded as a financial income/expense.
As of June 30, 2024, and December 31, 2023, the Company concluded that the fair value of this derivative is immaterial.
For more information, see contingent liabilities section below.
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XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| D. | Eventer (continued) |
Loan agreements between Eventer and the Company
On October 30, 2022, the Company and
Eventer signed an amendment pursuant to which the maturity date of the loans between Eventer and the Company was extended to May 30, 2024.
In the event Eventer issues securities in consideration of at least USD
As of the issuance date of these financial statements, the Company and Eventer are renegotiating the terms of the loan agreement.
Contingent liabilities
| a. | On December 14, 2022, a motion to certify a class action suit was filed against Eventer and two of its directors, alleging the violation of the provisions of the Prohibition of Discrimination in Products, Services, and Entry into Places of Entertainment and Public Places Law. The plaintiff claims that Eventer enables the allocation of different kinds of tickets to different groups (such as women, children etc.), thereby allowing structured discrimination. According to the opinion of Eventer’s legal counsel, the chances of the class action to be rejected are more likely than not both against Eventer and its directors. A hearing is scheduled for November27, 2024. |
| b. | On April 1, 2024, a lawsuit seeking declaratory judgement
was filed in the District Court of Tel Aviv-Jaffa in Israel by minority shareholders of Eventer against Eventer and the Company (together,
the “Defendants”). The minority shareholders of Eventer (the “Plaintiffs”), hold in aggregate |
The Plaintiffs allege, among others,
that the Defendants violated the agreement whereby the Company acquired control of Eventer (the “Purchase Agreement”), which
established a “separation” mechanism, pursuant to which certain Plaintiffs were granted an option to convert their shares
in Eventer into shares of the Company. The claim alleges that the Company has violated the terms of the Purchase Agreement by refusing
to negotiate Eventer’s valuation to enable certain of the Plaintiffs to exercise their option to convert their shares of Eventer
into shares of the Company. The Plaintiffs seek an aggregate of NIS
The Company submitted its response to the District Court of Tel Aviv – Jaffa and it intends to defend its position vigorously. As of the date of issuance of these financial statements, the Company is unable to estimate a loss or range of loss of this claim.
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XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| D. | Eventer (continued) |
Agreement with Screenz Cross Media Ltd.
Following the last amendment of the
agreement with Screenz Cross Media Ltd., a company indirectly controlled and managed by Eli Uzan who served as Eventer’s Director
(hereafter “Screenz”), in December 2022, it was determined that Screenz will have the first right to receive any money received
from Eventer and resulting from a digital ticketing platform for interactive virtual events up to a total amount of USD
Share based compensation grants
| 1. | On March 30, 2021, Eventer granted its CEO 29,944 options to purchase |
The fair value of this grant was approximately
NIS
| 2. | On March 30, 2021, Eventer granted Round Robin Ltd., which is one of the founding partners of Eventer, |
The fair value of this grant was approximately
NIS
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XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| E. | Gix Internet |
General
As of June 30, 2024, and December 31,
2023, the Company held
Gix Internet is the parent of Viewbix Inc. a publicly traded company which is the majority shareholder of Gix Media Ltd. (“Gix Media”). Gix Media is the majority holder of Cortex Media Group Ltd. (“Cortex”), a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns.
On June 4, 2024, Gix Internet signed a non-binding memorandum of understanding (“MOU”) with the shareholders of a robotics company specializing in artificial intelligence (“AI”) autonomous robotics solutions, mainly for logistics distributions in certain medical centers (“Robotics Company”).
Pursuant to
Pursuant to the MOU and subject to
the fulfillment of customary closing conditions in the forthcoming definitive agreement, the shareholders of the Robotics Company will
transfer all their shares to Gix Internet in exchange for
22
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| E. | Gix Internet (continued) |
Financing Agreement with Gix Media
On June 13, 2024, Gix Media and Bank
Leumi entered into an addendum to an existing loan agreement in the amount of USD
On September 11, 2024, Gix Media and Bank Leumi entered into an additional
addendum which was effective from August 30, 2024, pursuant to which, inter alia: (i) the addendum will be effective until February 27,
2025; (ii) Viewbix Inc. is obligated to transfer to Gix Media USD
Cortex Credit Line
On September 21, 2022, Cortex and Bank
Leumi entered into an addendum to an existing loan agreement (“Cortex Loan Agreement”) between the parties, dated August 15,
2021. As part of the addendum to the loan agreement, Bank Leumi provided Cortex with a monthly renewable credit line of USD
On April 27, 2023, Bank Leumi increased the Cortex Credit
Line by USD
In September 2023, Cortex and Bank Leumi entered into an
additional addendum to the Cortex Loan Agreement, in which Bank Leumi extended the Cortex Credit Line of USD
On May 27, 2024, Cortex and Bank Leumi entered into an amendment
to Cortex Loan Agreement, pursuant to which, the credit facility to Cortex will be
As of June 30, 2024, Cortex has drawn $
Loan agreement between the Company and Gix Internet
On February 8, 2024, the Company and Gix Internet signed an addendum to the loan agreement, effective as of January 1, 2024. Pursuant to the addendum, the loan repayment will be postponed until July 1, 2024. In addition, the Company will be entitled to request conversion of all or part of the balance loan in the following events (1) a change in the Gix Internet’s main business or entry into a new field of activity; or (2) completion of a transaction merger or consolidation with or into another corporation.
On August 22, 2024, the Company and Gix Internet signed an addendum to the loan agreement, effective as of July 1, 2024. Pursuant to the addendum, the loan repayment will be postponed until December 31, 2024.
23
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| E. | Gix Internet (continued) |
Loan agreement between the Company and Viewbix Ltd.
On November 15, 2023, the Company (along
with several lenders) signed a loan agreement with Viewbix Ltd., a wholly owned subsidiary of Viewbix Inc., in an aggregate amount of
USD
In connection with the 2023 Loan, Viewbix
Inc. issued to each lender a warrant to purchase shares of common stock (the “2023 Warrants”). The 2023 Warrants are exercisable
to
The terms of the 2023 Loan were substantially amended on June 18, 2024, by the June 2024 Facility Agreement (see below). These amendments represent a substantial modification in accordance with IFRS 9. Accordingly, the terms modification was accounted for as an extinguishment of the original financial liability and the initial recognition of new financial instruments issued at their fair value as of the effective date of the June 2024 Facility Agreement.
As a result of the substantial modification
of terms, the Group recognized a finance expense of USD
June 2024 Facility Agreement
On June 18, 2024, Viewbix Inc. entered into a credit facility agreement
which was amended and restated on July 22, 2024 (the “June 2024 Facility Agreement”) for a USD 1 million credit facility
(the “June 2024 Facility Loan Amount”) with a group of lenders including L.I.A. Pure Capital Ltd (the “June 2024 Lead
Lender”, and collectively, the “June 2024 Lenders”). In addition to the June 2024 Facility Loan Amount, the June 2024
Facility Agreement includes modification to the terms of the outstanding debt in the amount of USD
The term (the “June 2024 Facility
Term”) of the June 2024 Facility Agreement expires 12 months following the date of the June 2024 Facility Agreement (the
“Initial Maturity Date”), provided that, if the effectiveness of an uplisting of the Viewbix Inc. shares of common stock to
a national securities exchange (the “Uplist”) occurs prior to the Initial Maturity Date, the June 2024 Facility Term will
expire 12 months following the effective date of the Uplist. The June 2024 Facility Agreement sets forth a drawdown schedule
as follows: (i) an aggregate amount of USD
24
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| E. | Gix Internet (continued) |
The June 2024 Facility Loan Amount
accrues interest at a rate of
Immediately following the effectiveness
of the Uplist, (i) USD
The June 2024 Facility Warrants are
exercisable upon issuance at an exercise price of USD
In addition and in connection with
the June 2024 Facility Agreement, Viewbix Inc. agreed to pay the June 2024 Lead Lender a commission consisting of (i) 200,000 shares
of common stock, (ii) a warrant in substantially the same form and on substantially the same terms as the June 2024 Facility Warrant to
purchase
The conversion and conversion related features of the June 2024 facility loan were bifurcated from their host debt contract and recognized as liabilities measured at fair value at each cut-off date. The facility loan was initially recorded at its fair value and subsequently measured at cost. The June 2024 Facility Warrant issued as prepayment of interest and the June 2024 Lead Lender Warrant were initially recognized at fair value and classified as a liability measured at fair value at each cut-off date (see note 4).
Following the June 2024 Facility Agreement,
Gix Internet’s holdings in Viewbix Inc. decreased from
25
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| E. | Gix Internet (continued) |
Private Placement
On July 3, 2024, Viewbix Inc. entered
into a definitive securities purchase agreement (the “Purchase Agreement”) with a certain investor (the “Lead Investor”)
for the purchase and sale in a private placement (the “Private Placement”) of units consisting of (i)
The PIPE Warrants are exercisable upon
issuance at an exercise price of USD
Upon the closing of the Private Placement,
Viewbix Inc. agreed to pay the Lead Investor: (1) USD
In July 2024, Viewbix Inc. issued to
the Investors
Following the Private Placement, Gix
Internet’s holdings in Viewbix Inc. decreased from
Stock Incentive Plan
On March 2, 2023, the Board of Directors
of Viewbix Inc. approved the adoption of the 2023 stock incentive plan (the “2023 Plan”).
As of June 30, 2024,
26
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| F. | Zig Miami 54 |
On September 13, 2023, the Company signed an operating agreement with Zig Investment Group LLC (“Zig Investment Group”), a Florida limited liability company, pursuant to which they formed a company, under the name Zig Miami 54 LLC (“Zig Miami 54”), a Florida limited liability company. The purpose of Zig Miami 54 is to acquire, improve, renovate, develop, manage, sell and otherwise deal with a commercial property located in Miami, Florida. The rights of Zig Miami 54 are exercised by Zig Investment Group, and the business and affairs of Zig Miami 54 are managed under the direction of Zig Investment Group (the “Manager”).
Under the terms of the agreement, the
Company invested an amount of USD
In addition, Zig Miami 54 is entitled
to receive a loan from the seller of the property (“Seller Loan”) in the amount of up to USD
Additionally, under the terms of the agreement, commencing upon completion
of phase I of the renovation work, the Manager shall distribute net cash from operations, with respect to each calendar quarter, during
the next succeeding calendar quarter, or more frequently as determined by the Manager.
Moreover, upon such time that
The closing of the agreement was on
December 15, 2023 (the “Closing”). Following the Closing, Zig Miami 54 acquired the commercial property for an aggregate amount
of USD
The Initial Capital Contribution includes
a loan and an investment. The Initial Capital Contribution was first allocated to the loan based on its fair value at the date of the
Closing in an amount of USD
The Loan is subsequently measured at
fair value through profit or loss (FVTPL). As of June 30, 2024, and December 31, 2023, the fair value of the Loan was USD
The Company did not obtain any substantive processes, assembled workforce, or employees capable of producing outputs in connection with the acquisition. Therefore, the transaction was accounted for as an asset acquisition, as the acquired assets did not meet the definition of a business as defined by IFRS 3, Business Combinations.
The Investment Purchase Price was fully allocated to the commercial property.
Additionally, the management of the Company assessed whether it has control over Zig Miami 54 in accordance with IFRS 10 and determined that it has significant influence over Zig Miami 54. As such, the investment was accounted for using the equity method in accordance with IAS 28.
27
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| G. | Polyrizon |
Investment in shares
As of December 31, 2023, the Company
held
On May 12, 2024, the Company converted
loans into
On July 2, 2024, the Company signed
a sale agreement to sell a portion of its stake of
Investment in options
In July 2020, the Company was granted
an option (the “Original Option”) to invest an additional amount of up to USD
On December 15, 2021, the Company was
granted a new option (the “Alternative Option”) to invest an amount of USD
The fair value was determined based
on management’s expectations for the IPO scenario. As of June 30, 2024, and December 31, 2023, the fair value of the Alternative
Option was
Convertible loan agreement
On February 12, 2023, the Company and
other lenders signed a convertible loan agreement with Polyrizon for an aggregate amount of USD
28
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| H. | Charging Robotics |
Charging Robotics is a company operating in the electric vehicle and wireless charging sector. Charging Robotics was formed as a wholly owned subsidiary of the Company on February 1, 2021.
On February 19, 2021, the Company entered into the venture agreement, with Mr. Amir Zaid and Mr. Weijian Zhou (the founders of Emuze Ltd., a privately held company that designs and develops electric mobility micro vehicles), and Charging Robotics (the “Venture Agreement”), under which the Company formed a venture, under the name Revoltz Ltd. (“Revoltz”), to develop and commercialize three modular electric vehicle (“EV”) micro mobility vehicles for urban individual use and “last mile” cargo delivery.
Under the terms of the Venture Agreement,
the Company invested an amount of USD
On July 28, 2022, Charging Robotics entered into a convertible loan
agreement with Revoltz pursuant to which Charging Robotics was required to invest an amount of USD
On March 28, 2023, the Company signed a securities exchange agreement with Fuel Doctor to sell all its shares in Charging Robotics to Fuel Doctor. See note 3J.
29
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| I. | SciSparc and Buffalo |
SciSparc is a company formed under the laws of the State of Israel. SciSparc listed its American Depository Shares on the OTCQB until December 7, 2021, after which SciSparc uplisted to NASDAQ.
Buffalo Investments Ltd. (“Buffalo”),
an Israeli private company, owned
In April 2022, the Buffalo Agreement was amended such that the Company extended the Purchase Period until June 7, 2022.
On June 30, 2022, the Buffalo Agreement
was amended such that the Company extended the Purchase Period until December 31, 2022, and Buffalo undertook to purchase
On March 16, 2023, the Company signed an amendment to the Buffalo Agreement (the “Amendment”).
According to the Amendment, instead
of purchasing
As a result, on March 16, 2023, the
Company recorded an amount of USD
As of June 30, 2024, the Company received
As of June 30, 2024, Colugo Systems’
Ltd. shares were not received. As such, they were recorded within other receivables in the consolidated statements of financial position
as of June 30, 2024, in an amount of USD
30
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| J. | Charging Robotics Inc. (Formally “Fuel Doctor” |
On December 21, 2021, the Company purchased
On March 28, 2023, the Company signed
a securities exchange agreement with Fuel Doctor to sell all its shares in Charging Robotics to Fuel Doctor in exchange for
As of June 30, 2024, and December 31,
2023, the Company held
| K. | Laminera |
On August 10, 2022, the Company signed
a bridge loan agreement with Laminera in the amount of USD
Management of the Company assessed
whether there is objective evidence that its net investment in Laminera was impaired. As Laminera continues to have zero revenues and
generate operating losses, and as the Company does not plan additional investments in Laminera, the Company considered the value of the
investment as of December 31, 2023. As the Company does not believe this investment will generate any cash flows in the foreseeable future,
the Company decided to write off the entire amount of the investment in Laminera and recorded an impairment loss of USD
In addition, the Company decided to
write off the entire amount of the loan and recognized a loss in the amount of USD
As of June 30, 2024, the Company held
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XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INTEREST IN OTHER ENTITIES (continued)
| L. | Metagramm |
On April 13, 2023, the Company entered
into a share purchase agreement to acquire
As of June 30, 2024, and December 31, 2023, the Company held
In addition, pursuant to the share
purchase agreement, the Company loaned Metagramm USD
In the event that the pilot approval
is not successfully completed within 15 months after the Closing, Metagramm will repay the loan and any interest on a monthly basis. In
such case, the Company will have the option to receive additional shares of Metagramm, at no cost, in such number that immediately after,
the Company’s holdings in Metagramm will increase to
In addition, in the event of any fundraising
transaction, the Company will have the option to be reimbursed the full loan amount with accrued interest immediately following the fundraising
transaction or to convert the loan into Metagramm’s shares at a
For more information, see note 10.3
| M. | A.I Conversation Systems |
On August 23, 2022, the Company signed
a convertible loan agreement with A.I Artificial Intelligence Research and Development Ltd. (“A.I R&D”) for the assignment
of a loan it has given to A.I Conversation Systems, a public company traded in Tel Aviv. The original loan amount was NIS
According to the agreement, the loan
will bear an interest of
On February 16, 2023, the Company purchased
On June 13, 2023, the board of directors
of A.I Conversation Systems approved the conversion of the loan into shares, subject to the approval of the shareholders of A.I Conversation
Systems at the general meeting of the shareholders (the “General Meeting”). As such, the number of shares to be issued to
the Company determined to be
On September 5, 2023, the loan conversation
was approved during the General Meeting. As a result, the loan was converted into
The Company did not obtain any substantive processes, assembled workforce, or employees capable of producing outputs in connection with the acquisition. Therefore, the transaction was accounted for as an asset acquisition, as the acquired assets did not meet the definition of a business as defined by IFRS 3, Business Combinations.
32
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - FINANCIAL INSTRUMENTS
Below is an analysis of the financial instruments carried at fair value. The different levels have been defined as follows:
| ● | Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). |
| ● | Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 3). |
Financial assets
| A. |
| June 30, 2024 | December 31, 2023 | |||||||||||||||||||||||
| Level 1 | Level 3 | Total | Level 1 | Level 3 | Total | |||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||
| Safe Foods Inc. shares | ||||||||||||||||||||||||
| Maris-Tech Ltd. shares | ||||||||||||||||||||||||
| Maris-Tech Ltd. warrants | ||||||||||||||||||||||||
| Tondo Smart Ltd. shares | ||||||||||||||||||||||||
| Safee shares | ||||||||||||||||||||||||
| SciSparc shares | ||||||||||||||||||||||||
| Polyrizon warrants | ||||||||||||||||||||||||
| Jeffs’ Brands warrants | ||||||||||||||||||||||||
| Jeffs’ Brands shares | ||||||||||||||||||||||||
| Elbit Imaging Ltd. shares | ||||||||||||||||||||||||
| Hydreight Technologies Inc. shares | ||||||||||||||||||||||||
| Clearmind Medicine Inc. warrants | ||||||||||||||||||||||||
| Clearmind Medicine Inc. shares | ||||||||||||||||||||||||
| Metagramm shares | ||||||||||||||||||||||||
| Colugo Systems Ltd. shares | ||||||||||||||||||||||||
| Bubbles Intergroup Ltd. shares | ||||||||||||||||||||||||
| Automax Ltd warrants | ||||||||||||||||||||||||
| Automax Ltd. shares | ||||||||||||||||||||||||
| Elbit Medical Technologies Ltd. shares | ||||||||||||||||||||||||
| Parazero shares | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
| B. | The following table presents the level 1 and level 3 fair value financial assets – loans to associates as of June 30, 2024, and December 31, 2023 |
| June 30, 2024 | December 31, 2023 | |||||||||||||||||||||||
| Level 1 | Level 3 | Total | Level 1 | Level 3 | Total | |||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||
| Loan to Revoltz | ||||||||||||||||||||||||
| Loan to Polyrizon | ||||||||||||||||||||||||
| Loan to Zig Miami 54 (note 3F) | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
33
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - FINANCIAL INSTRUMENTS (continued)
Financial assets (continued)
| C. | The following table presents the level 1 and level 3 fair value financial assets included in other receivables as of June 30, 2024, and December 31, 2023 |
| June 30, 2024 | December 31, 2023 | |||||||||||||||||||||||
| Level 1 | Level 3 | Total | Level 1 | Level 3 | Total | |||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||
| Shares receivable from the Amendment of the Buffalo Agreement (note 3I) | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
| D. |
| Safe Foods Inc shares | Tondo Smart Ltd shares | Bubbles Intergroup Ltd. shares | Jeffs’ Brands shares | Hydreight Technologies Inc shares | SciSparc shares | Maris-Tech Ltd. shares | Automax Ltd. warrants | Jeffs’ Brands warrants | Clearmind Medicine Inc. shares | Elbit Imaging Ltd. shares | Automax Ltd. shares | Parazero shares | Elbit
Medical Technologies Ltd. shares | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deconsolidation of Jeffs’ Brands | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net changes at fair value recognized through profit or loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Sale of securities | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
34
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - FINANCIAL INSTRUMENTS (continued)
Financial assets (continued)
| E. |
| Maris- Tech Ltd. shares and warrants | Polyrizon warrants | Clearmind Medicine Inc. warrants | Jeffs’ Brands warrants | Safee shares | Colugo Systems Ltd. shares | Metagramm shares | Total | |||||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||||||
| Balance as of January 1, 2024 | ||||||||||||||||||||||||||||||||
| Net changes at fair value recognized through profit or loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Deconsolidation of Jeffs’ Brands upon loss f control | ||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ||||||||||||||||||||||||||||||||
| F. |
| Loan to Revoltz | Loan to Polyrizon | Loan to Zig Miami 54 | Total | |||||||||||||
| USD in thousands | ||||||||||||||||
| Balance as of January 1, 2024 | ||||||||||||||||
| Net changes at fair value recognized through profit or loss | ( | ) | ||||||||||||||
| Loan conversion | ( | ) | ( | ) | ||||||||||||
| Balance as of June 30, 2024 | ||||||||||||||||
| G. |
| Shares receivable | Total | |||||||
| USD in thousands | ||||||||
| Balance as of January 1, 2024 | ||||||||
| Transfer to investments in shares | ( | ) | ( | ) | ||||
| Net changes at fair value recognized through profit or loss | ( | ) | ||||||
| Balance as of June 30, 2024 | ||||||||
35
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - FINANCIAL INSTRUMENTS (continued)
Financial liabilities
Level 3 financial liabilities:
As of December 31, 2023, the Group had financial liabilities measured at level 3 – mainly from derivative liabilities of Jeffs’ Brands.
As of June 30, 2024, the Group had financial liabilities measured at level 3 – mainly from the June 2024 Facility Agreement entered into by Viewbix Inc. (see note 3E).
The fair value of the financial instruments
under the June 2024 Facility Agreement, as of June 18, 2024, was calculated using the following inputs: share price: USD
The fair value of the financial instruments estimated by the Group’s management as of June 30 and June 18, 2024, was substantially the same.
| H. |
| June 30, 2024 |
December 31, 2023 |
|||||||
| USD in thousands | ||||||||
| Warrants at fair value issued by subsidiaries | ||||||||
| Embedded derivatives | ||||||||
| I. | The following table presents the Level 3 financial liabilities roll-forward: |
| Warrants | ||||
| USD in thousands |
||||
| Balance as of January 1, 2024 | ||||
| Deconsolidation of Jeffs’ Brands upon loss of control | ( |
) | ||
| Viewbix June 2024 Facility Agreement (see note 3E) | ||||
| Balance as of June 30, 2024 | ||||
36
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - GOODWILL AND INATANGIBLE ASSETS
| A. |
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Unaudited | Audited | |||||||
| USD in thousands | ||||||||
| Technology | ||||||||
| Customer relationship | ||||||||
| Patent | ||||||||
| Brand name | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| B. | Changes during the period: |
| A. | On January 25, 2024, Jeffs’ Brands entered into a private placement transaction with certain institutional
investors for aggregate gross proceeds of approximately USD |
| B. | As of June 30, 2024, the Group identified indicators of impairment of the online advertising and internet
traffic routing reporting unit. As a result, the Group performed an impairment test which included a quantitative analysis of the fair
value of the reporting unit. The fair value was estimated using the income approach, which is based on the present value of the future
cash flows attributable to the reporting unit. The Group compared the fair value of the reporting unit to its carrying amount. As the
carrying amount exceeded the fair value, the Group recognized an impairment loss of USD |
37
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - EQUITY
| a. | Share capital: |
| 1) |
| Number of shares | ||||||||||||||||
| Authorized | Issued and paid | |||||||||||||||
| June 30, | December 31, | June 30, | December 31, | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| In thousands | ||||||||||||||||
| Ordinary shares of no-par value | ||||||||||||||||
| 2) | The ordinary shares confer upon their holders’ voting rights and the right to participate in shareholders’ meetings, the right to receive dividends and the right to participate in surplus assets in the event of liquidation of the Company. |
| 3) | On
May 8, 2024, the Company issued |
| b. | Share based payments |
| In August 2013, the Company board of directors approved and adopted the Company 2013 Share Option and Incentive Plan, or the 2013 Plan, which expires in August 2023. The 2013 Plan provides for the issuance of shares and the granting of options, restricted shares, restricted share units and other share-based awards to employees, directors, officers, consultants, advisors, and service providers of us and the Company U.S. Subsidiary. The Plan provides for awards to be issued at the determination of the Company’s board of directors in accordance with applicable law.
In June 2021, the Company’s board of directors approved the grant of
In October 2021, the Company’s board of directors approved the grant of
The amounts of expenses that were recorded for options to employees and other service providers are USD |
38
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - EQUITY (continued)
| c. | Restricted Share Units
On June 15, 2023, the Board approved a grant of restricted share units (RSUs) to the Company’s Directors, Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), employees and to an advisor of the Company, subject to the approval of shareholders at the general meeting of the shareholders.
On August 8, 2023, the Company’s shareholders approved the RSUs grants at the Company’s annual general meeting. The RSUs shall vest over a period of
The RSUs grant will be in accordance and pursuant to Section 102 of the Income Tax Ordinance [New Version] (“Tax Ordinance”), if applicable, and the RSUs will be accelerated upon the closing of a material transaction, resulting in change of control of the Company.
During the six months ended June 30, 2024, the Company recognized an expense in the aggregated amount of USD |
39
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES
| a. | Transactions with related parties: |
| 1) |
| Six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Compensations to key officers (1) | ||||||||
| Compensation to directors (2) | ||||||||
| Directors’ and Officers’ insurance | ||||||||
| Consultant services (3) | ||||||||
| Compensation to member of senior management of Gix Internet (4) | ||||||||
| Eventer revenues from related parties | ||||||||
| Jeffs’ Brands cost of revenues from related parties (5) | ||||||||
| Jeffs’ Brands income from related parties (6) | ( | ) | ( | ) | ||||
| Jeffs’ Brands royalties paid to related parties (7) | ||||||||
| Management fees from Jeffs’ Brands included in revenues (8) | ( | ) | ||||||
| Royalties from Jeffs’ Brands included in revenues (9) | ( | ) | ||||||
| Management fees from Parazero included in revenues (10) | ( | ) | ||||||
| (1) |
| (2) |
| (3) |
| (4) |
| (5) |
| (6) | |
| (7) |
| (8) |
| (9) |
|
| (10) |
40
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES (continued)
| a. | Transactions with related parties: (continued) |
| 2) | Indemnification, exemption and insurance for directors and officers of the Company: |
| a. | The Company provides its directors and officers with an obligation for indemnification and exemption. |
| b. | The Company has a D&O liability insurance policy covering all the Company’s directors and officers. The current policy provides limits of USD |
| b. | Balances with related parties: |
| (1) |
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Other receivables (a related party of Gix Internet) | ||||||||
| Other receivables (a related party of Eventer) | ||||||||
| (2) |
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Loan to Zig Miami 54 (note 3F) | ||||||||
| Loan to Polyrizon | ||||||||
| Loan to Revoltz | ||||||||
41
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES (continued)
| b. | Balances with related parties: (continued) |
| (3) |
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Loan to Metagramm | ||||||||
| Loan to Safee | ||||||||
| (4) |
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Compensation to key management personnel (*) | ||||||||
| Current liabilities to related parties of Jeffs’ Brands | ||||||||
| Other accrued expenses to related parties of Gix Internet | ||||||||
| Other accrued expenses to related parties of Eventer | ||||||||
| Loans from related parties of Viewbix Ltd. (note 3E) | ||||||||
| Derivative warrant liability to related parties of Viewbix Inc. (note 3E) | ||||||||
| Short-term convertible loans from related parties of Viewbix Inc. (note 3E) | ||||||||
| Embedded derivative to related parties of Viewbix Inc. (note 3E) | ||||||||
| * |
42
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - REVENUES
| a. | Disaggregation of Revenues: |
| Six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Revenues from commissions (from Eventer) | ||||||||
| Products (from Jeffs’ Brands) * | ||||||||
| Management fees (from Xylo Technologies) ** | ||||||||
| Revenues from internet services (from Gix Internet) | ||||||||
| (*) |
| (**) | |
| b. | Major customers |
| Six months ended June 30 |
||||||||
| 2024 | 2023 | |||||||
| USD in thousands | ||||||||
| Customer A | ||||||||
| Customer B | ||||||||
| Customer C | ||||||||
43
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - SEGMENTS
As of June 30, 2024, the Group identified seven operating segments as follows: corporate, e-commerce, online advertising & internet traffic routing, online event management, medical, real-estate and electronics.
The Company concluded that the medical, real-estate and electronics segments are not “reportable segments” as defined in IFRS 8, Operating Segments. As such, these segments were combined and disclosed under “Others”.
The CODM measures and evaluates the operating performance of the Group’s segments based on operating loss (income), assets and liabilities.
| June 30, 2024 | ||||||||||||||||||||||||||||
| Corporate | E-commerce | Online Advertising & Internet Traffic Routing |
Online Event Management | Others | Adjustments and eliminations |
Total | ||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||
| Total segments’ assets | (*) | |||||||||||||||||||||||||||
| Total segments’ liabilities | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| (*) |
| December 31, 2023 | ||||||||||||||||||||||||||||
| Corporate | E-commerce | Online Advertising & Internet Traffic Routing | Online Event Management | Others | Adjustments and eliminations | Total | ||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||
| Total segments’ assets | (*) | ( | ) | |||||||||||||||||||||||||
| Total segments’ liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| (*) |
44
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - SEGMENTS (continued)
The table set forth the operating results of the Group:
| Six months ended June 30, 2024 | ||||||||||||||||||||||||||||
| Corporate | E-commerce** | Online Advertising & Internet Traffic Routing |
Online Event Management |
Others | Adjustments and eliminations |
Total | ||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||
| External revenues | ||||||||||||||||||||||||||||
| Segment results - operating loss | ( |
) | ( |
) | ( |
) | ( |
) | ( |
)* | ( |
) | ( |
) | ||||||||||||||
| Non-operating income (loss) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Finance income (loss) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Loss before taxes on income | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Tax benefit (expense) on income | ||||||||||||||||||||||||||||
| Segment results - net loss | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| * | |
| ** |
| Six months ended June 30, 2023 | ||||||||||||||||||||||||||||
| Corporate | E-commerce | Online Advertising & Internet Traffic Routing | Online Event Management | Others | Adjustments | Total | ||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||
| External revenues | ||||||||||||||||||||||||||||
| Segment results - operating income (loss) | ( | ) | ( | ) | ( | ) | ( | )* | ( | ) | ||||||||||||||||||
| Non-operating income | ||||||||||||||||||||||||||||
| Finance income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Profit (Loss) before taxes on income | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Tax benefit (expense) on income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Segment results - net profit (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
45
XYLO TECHNOLOGIES LTD
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 - SUBSEQUENT EVENTS
| 1. | On July 3, 2024, Viewbix Inc. entered into a definitive securities purchase agreement (the “Purchase Agreement”) with a certain investor (the “Lead Investor”) for the purchase and sale in a private placement (the “Private Placement”). For more information, see note 3E. |
| 2. | On July 4, 2024, Viewbix Inc. entered into a credit facility agreement, as restated on July 22, 2024, and amended on July 25, 2024, for USD |
| 3. | On July 21, 2024, the Company and Metagramm signed an amendment to the agreement according to which after 3 months from the amendment
date, Metagramm will pay the Company USD |
| 4. | On July 2, 2024, the Company signed a sales agreement to sell a portion
of its stake of |
| 5. | On July 28, 2024, Viewbix Inc. entered into a second credit facility agreement for USD |
| 6. | On July 31, 2024, Viewbix Inc. entered into a Securities Exchange Agreement, with Metagramm pursuant to which Viewbix Inc. agreed
to issue to Metagramm |
| 7. | On August 5, 2024, the Company effected a ratio change which resulted in a reverse split of the Company’s American Depositary Receipt, or ADR, program on the basis of |
| 8. | On August 13, 2024, Polyrizon entered into an agreement with SciSparc for the purchase of an exclusive, worldwide, royalty-bearing license with respect to intellectual property rights associated with SciSparc’s SCI-160 platform (the “Licensed Patent Rights”), in order to research, develop and commercialize the Licensed Patent Rights in connection with the diagnosis, prevention, and treatment of pain in humans.
Pursuant to the terms of the agreement,
Additionally, SciSparc is eligible to receive royalties, on a country-by-country and product-by-product basis, at a rate of
In consideration for purchase of the license, Polyrizon issued to SciSparc |
46
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